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Home My WebLink About5/7/2014 - STAFF REPORTS - 2.S. Qp ALM Sp AO f� V N <,FORN�P CITY COUNCIL STAFF REPORT DATE: MAY 7, 2014 CONSENT CALENDAR SUBJECT: APPROVE A FOUR YEAR LEASE WITH YAMAHA GOLF-CART COMPANY FOR CERTAIN ANCILLARY VEHICLES AT THE PALM SPRINGS TAHQUITZ CREEK MUNICIPAL GOLF COURSE. FROM: David H. Ready, City Manager BY: Chief of Staff/City Clerk SUMMARY The City Council will consider a four year lease for ancillary vehicles for use at the Tahquitz Creek Municipal Golf Course. RECOMMENDATION: 1. Approve a four (4) year lease with Yamaha Golf-Cart Company in the amount of $602.20 per month plus taxes and fees for 2 beverage carts, 1 range picker, and 1 shuttle. 2. Authorize the City Manager to execute all documents to effectuate the lease subject to review and approval by the City Attorney. STAFF ANALYSIS: In 2009, the City entered into a lease with Textron Financial for ancillary vehicles for use at the Tahquitz Creek Municipal Golf Course. Pursuant to the terms of the current lease the monthly payment lease payment for this equipment was $1,089.63. The current lease is now expired, and the month-to-month hold-over period is ending. Century Golf has obtained three quotes for the lease of like ancillary vehicles. The low responsible quote was received from Yamaha Golf-Cart Company. A four year lease for the four new ancillary vehicles would be $602.20 per month, a savings of $487 per month compared to the current lease with Textron. Upon approval, final lease documents will be prepared for execution by the City Manager, subject to review and approval by the City Attorney. A sample lease document is attached. ITEM NO. FpALMs �0 pPi u � N CITY COUNCIL STAFF REPORT DATE: MAY 7, 2014 CONSENT CALENDAR SUBJECT: APPROVE A FOUR YEAR LEASE WITH YAMAHA GOLF-CART COMPANY FOR CERTAIN ANCILLARY VEHICLES AT THE PALM SPRINGS TAHQUITZ CREEK MUNICIPAL GOLF COURSE. FROM: David H. Ready, City Manager BY: Chief of Staff/City Clerk SUMMARY The City Council will consider a four year lease for ancillary vehicles for use at the Tahquitz Creek Municipal Golf Course. RECOMMENDATION: 1. Approve a four (4) year lease with Yamaha Golf-Cart Company in the amount of $602.20 per month plus taxes and fees for 2 beverage carts, 1 range picker, and 1 shuttle. 2. Authorize the City Manager to execute all documents to effectuate the lease subject to review and approval by the City Attorney. STAFF ANALYSIS: In 2009, the City entered into a lease with Textron Financial for ancillary vehicles for use at the Tahquitz Creek Municipal Golf Course. Pursuant to the terms of the current lease the monthly payment lease payment for this equipment was $1,089.63. The current lease is now expired, and the month-to-month hold-over period is ending. Century Golf has obtained three quotes for the lease of like ancillary vehicles. The low responsible quote was received from Yamaha Golf-Cart Company. A four year lease for the four new ancillary vehicles would be $602.20 per month, a savings of $487 per month compared to the current lease with Textron. Upon approval, final lease documents will be prepared for execution by the City Manager, subject to review and approval by the City Attorney. A sample lease document is attached. ITEM NO. f7 City Council Staff Report May 7, 2014-- Page 2 Ancillary Vehicle Lease The proposed lease will replace the following vehicles with new equipment under manufacturer's warranty: 2 Beverage Carts, used to transport food and beverage to customers on the courses. 1 Range Picker, used to pick-up practice range golf balls. 1 Shuttle, a flatbed vehicle that transports clubs, practice range equipment, etc. FISCAL IMPACT: The cost of the proposed lease is $602.20 monthly for a total amount of $28,905.60 for the four year term, plus applicable taxes -- and is a savings of approximately $487 per month compared to the existing lease. The effective interest rate on the lease is 3.8%. Sufficient funds are budgeted for the monthly lease payments in the Century Golf operations account. ,;VA THOMPSON DAVID H. READY Chief of Staff/City Clerk City Manager Attachments: Yamaha Golf-Cart Company Quote Sample Lease Documents City Council Staff Report May 7, 2014— Page 2 Ancillary Vehicle Lease The proposed lease will replace the following vehicles with new equipment under manufacturer's warranty: 2 Beverage Carts, used to transport food and beverage to customers on the courses. 1 Range Picker, used to pick-up practice range golf balls. 1 Shuttle, a flatbed vehicle that transports clubs, practice range equipment, etc. FISCAL IMPACT: The cost of the proposed lease is $602.20 monthly for a total amount of $28,905.60 for the four year term, plus applicable taxes -- and is a savings of approximately $487 per month compared to the existing lease. The effective interest rate on the lease is 3.8%. Sufficient funds are budgeted for the monthly lease payments in the Century Golf operations account. AMES THOMPSON DAVID H. READY Chief of Staff/City Clerk City Manager Attachments: Yamaha Golf-Cart Company Quote Sample Lease Documents RaYAM AHA CENTURY GOLF MANAGEMENT Yamaha Golf-Car Company is pleased to quote Century Golf Management the below vehicle package for the Tahquitz Creek. The new car package is quoted as a 36 and 48 month municipal lease, other terms and payment options are available per your request. VEHICLE PACKAGE 2 Yamaha Adventurer Two Deluxe Fairway Lounges with the following features and accessories: • Extended Top . Head/Tail Lights • Windshield • Cash Drawer • Display Cabinet • 2"Tow Receiver • Cooler Storage • Wheel Covers • Trash Can . Fuel Gauge/Hour Meter • Cup Dispenser . Yamaha 375cc EFI Gasoline Engine • Passenger Seat 1 Yamaha Adventurer One Range Picker with the following accessories: • Head/Tail Lights Yamaha 375cc EFI Gasoline Engine • 2"Tow Receiver . Steel Range Cage • Fuel Gauge/Hour Meter Picker Mounting Bracket • Roto Molded Cargo Box(300lbs Cargo Capacity) 1 Yamaha Concierge(two forward facing seats with Stake side Box • Head/Tail Lights Energy Gauge(elect) • 116" Sun Top Split Windshield • Fuel Gauge/Hour Meter(gas) Pricing • 2 New Yamaha Deluxe Fairway Lounge ($10,896.00 ea) 0 36 month term, 36 payments continuous pay$199.30 per carper month. Deliver before 711114 start payments 7/1114. 0 48 month term, 48 payments continuous pay $174.50 per carper month. Deliver before 711114 start payments 7/1114. • 1 New Yamaha Adventurer One Range Picker($6957.00 ea) 0 36 month term, 36 payments continuous pay$164.90 per carper month. Deliver before 7/1/14 start payments 711114. 0 48 month term, 48 payments continuous pay$122.75 per carper month. Deliver before 7/1114 start payments 7/1114. • 1 New Yamaha GASOLINE Concierge with Stake side Box ($7577.49 ea) 0 36 month term, 36 payments continuous pay$155.20 per carper month. Deliver before 711/14 start payments 7/1114. 0 48 month term, 48 payments continuous pay$129.75 per carper month. Deliver before 7/1/14 start payments 711/14. OR 1 *YAMAHA CENTURY GOLF MANAGEMENT Yamaha Golf-Car Company is pleased to quote Century Golf Management the below vehicle package for the Tahquitz Creek. The new car package is quoted as a 36 and 48 month municipal lease, other terms and payment options are available per your request. VEHICLE PACKAGE 2 Yamaha Adventurer Two Deluxe Fairway Lounges with the following features and accessories: • Extended Top • Head/Tail Lights • Windshield • Cash Drawer • Display Cabinet • 2"Tow Receiver • Cooler Storage • Wheel Covers • Trash Can • Fuel Gauge/Hour Meter • Cup Dispenser • Yamaha 375cc EFI Gasoline Engine • Passenger Seat 1 Yamaha Adventurer One Range Picker with the following accessories: • Head rail Lights • Yamaha 375cc EFI Gasoline Engine • 2"Tow Receiver • Steel Range Cage • Fuel Gauge/Hour Meter • Picker Mounting Bracket • Roto Molded Cargo Box(300lbs Cargo Capacity) 1 Yamaha Concierge(two forward facing seats with Stake side Box • Head/Tail Lights • Energy Gauge (elect) • 116" Sun Top • Split Windshield • Fuel Gauge/Hour Meter(gas) Pricing • 2 New Yamaha Deluxe Fairway Lounge($10,895.00 ea) 0 36 month term, 36 payments continuous pay$199.30 per carper month. Deliver before 7/1/14 start payments 711/14. c 48 month term, 48 payments continuous pay $174.60 per carper month. Deliver before 711/14 start payments 711/14. • 1 New Yamaha Adventurer One Range Picker ($6957.00 ea) 0 36 month term, 36 payments continuous pay$164.90 per carper month. Deliver before 711/14 start payments 7/1/14. 0 48 month term, 48 payments continuous pay$122.75 per carper month. Deliver before 711/14 start payments 7/1/14. • 1 New Yamaha GASOLINE Concierge with Stake side Box($7577.49 ea) 0 36 month term, 36 payments continuous pay$166.20 per carper month. Deliver before 711/14 start payments 711/14. 0 48 month term, 48 payments continuous pay$129.76 per carper month. Deliver before 7/1/14 start payments 7/1/14. OR 1 / R MAH Pricing cont • 1 New Yamaha Electric Concierge with Stake side Box($7391.00 ea) 0 36 month term, 36 payments continuous pay$160.30 per carper month. Deliver before 7/1/14 start payments 7/1/14. 0 48 month term, 48 payments continuous pay$130.46 per carper month. Deliver before 7/1/14 start payments 7/1/14. New Car Warranty and Service • Utility and Transportation vehicles have a 2 year limited warranty o Please see attached warranties. The above quotation does not include any applicable taxes and is subject to the credit approval of Yamaha Commercial Customer Finance and approval by Yamaha Executive Management. This proposal is valid for 15 days and is subject to vehicle availability. This agreement constitutes the entire understanding and agreement among the parties hereto relative to the subject matter hereof and supersedes all prior agreements and understandings between the parties whether oral or in writing. Either party has made no representations or promises to the other with respect to the subject matter of this agreement except as forth in this agreement. If this proposal is acceptable under the above terms please sign and date. —QA)M� 3127/14 Approved: Accepted by: David Woodham Date Century Golf Date Yamaha National Account Sales Manager 2 *YAMAHA CENTURY GOLF MANAGEMENT Yamaha Golf-Car Company is pleased to quote Century Golf Management the below vehicle package for the Tahquitz Creek. The new car package is quoted as a 36 and 48 month municipal lease, other terms and payment options are available per your request. VEHICLE PACKAGE 2 Yamaha Adventurer Two Deluxe Fairway Lounges with the following features and accessories: • Extended Top • Head/Tail Lights • Windshield Cash Drawer • Display Cabinet 2"Tow Receiver • Cooler Storage Wheel Covers • Trash Can Fuel Gauge/Hour Meter • Cup Dispenser Yamaha 375cc EFI Gasoline Engine • Passenger Seat 1 Yamaha Adventurer One Range Picker with the following accessories: • Headf rail Lights . Yamaha 375cc EFI Gasoline Engine • 2"Tow Receiver • Steel Range Cage • Fuel Gauge/Hour Meter Picker Mounting Bracket • Roto Molded Cargo Box(300lbs Cargo Capacity) 1 Yamaha Concierge(two forward facing seats with Stake side Box • Head/Tail Lights • Energy Gauge(elect) • 116" Sun Top • Split Windshield • Fuel Gauge/Hour Meter(gas) Pricing • 2 New Yamaha Deluxe Fairway Lounge ($10,895.00 ea) 0 36 month term, 36 payments continuous pay$199.30 per carper month. Deliver before 711/14 start payments 7/1114. 0 48 month term, 48 payments continuous pay$174.50 per carper month. Deliver before 711/14 start payments 7/1/14. • 1 New Yamaha Adventurer One Range Picker($6957.00 ea) 0 36 month term, 36 payments continuous pay$154.90 per carper month. Deliver before 7/1114 start payments 7/1/14. 0 48 month term, 48 payments continuous pay$122.76 per carper month. Deliver before 711114 start payments 7/1114. • 1 New Yamaha GASOLINE Concierge with Stake side Box($7577.49 ea) 0 36 month term, 36 payments continuous pay$156.20 per carper month. Deliver before 7/1114 start payments 7/1/14. 0 48 month term, 48 payments continuous pay$129.75 per carper month. Deliver before 7/1/14 start payments 7/1/14. OR 1 O-1" YAMAHA Pricing cont • 1 New Yamaha Electric Concierge with Stake side Box($7391.00 ea) 0 36 month term, 36 payments continuous pay$160.30 per car per month. Deliver before 711114 start payments 7/1114. 0 48 month term, 48 payments continuous pay$130.45 per carper month. Deliver before 711/14 start payments 711/14. New Car Warranty and Service • Utility and Transportation vehicles have a 2 year limited warranty c Please see attached warranties. The above quotation does not include any applicable taxes and is subject to the credit approval of Yamaha Commercial Customer Finance and approval by Yamaha Executive Management. This proposal is valid for 15 days and is subject to vehicle availability. This agreement constitutes the entire understanding and agreement among the parties hereto relative to the subject matter hereof and supersedes all prior agreements and understandings between the parties whether oral or in writing. Either party has made no representations or promises to the other with respect to the subject matter of this agreement except as forth in this agreement. It this proposal is acceptable under the above terms please sign and date. 3/27/14 Approved: Accepted by: David Woodham Date Century Golf Date Yamaha National Account Sales Manager 2 O"MAHA Pricing cont. • 1 New Yamaha Electric Concierge with Stake side Box($7391.00 ea) 0 36 month term, 36 payments continuous pay$160.30 per carper month. Deliver before 711/14 start payments 711/14. 0 48 month term, 48 payments continuous pay$130.45 per car per month. Deliver before 711/14 start payments 7/1114. New Car Warranty and Service • Utility and Transportation vehicles have a 2 year limited warranty o Please see attached warranties. The above quotation does not include any applicable taxes and is subject to the credit approval of Yamaha Commercial Customer Finance and approval by Yamaha Executive Management. This proposal is valid for 15 days and is subject to vehicle availability. This agreement constitutes the entire understanding and agreement among the parties hereto relative to the subject matter hereof and supersedes all prior agreements and understandings between the parties whether oral or in writing. Either party has made no representations or promises to the other with respect to the subject matter of this agreement except as forth in this agreement. Nthis proposal is acceptable under the above terms please sign and date. �/ 3/27114 Approved: Accepted by: David Woodham Date Century Golf Date Yamaha National Account Sales Manager 2 YAMAHA YAMAHA MOTOR CORPORATION, U.S.A. 6555 KATELLA AVENUE CYPRESS,CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 January 1, 201 j SAMPLE NAME STREET ADDRESS CITY,STATE,ZIP, Dear YAMAHA CUSTOMER: Enclosed you will find the documentation for your lease of XX MODEL Yamaha golf cars. The documents enclosed in the package include the following: Master Lease Agreement Equipment Schedule#5555555 Request for Insurance Certificate of Acceptance Resale Certificate Invoice For First Payment Please have these documents signed by an Authorized Officer 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. We appreciate your business and look forward to the opportunity to service your leasing needs. If you should have any questions, please give us a call at 800-551-2994. Sincerely, YAMAHA Commercial Customer Finance - VAMAH YAMAHA MOTOR CORPORATION, U.S.A. 6555 KATELLA AVENUE CYPRESS,CALIFORNIA 90630-5101 800-551-2994 FAX 714-761-7363 January 1, 2013 SAMPLENAME STREET ADDRESS CITY, STATE,ZIP, Dear YAMAHA CUSTOMER: Enclosed you will find the documentation for your lease of XX MODEL Yamaha golf cars. The documents enclosed in the package include the following: Master Lease Agreement Equipment Schedule 45555555 Request for Insurance Certificate of Acceptance Resale Certificate Invoice For First Payment Please have these documents signed by an Authorized Officer 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. We appreciate your business and look forward to the opportunity to service your leasing needs. If you should have any questions, please give us a call at 800-551-2994. Sincerely, YAMAHA Commercial Customer Finance V M in AH Commercial Customer Finance MASTER LEASE AGREEMENT Page 1 of 4 LSE0906 A MmnA AU � Commercial Customer Finance MASTER LEASE AGREEMENT Page t Of 4 LSE0906 Von AMAHA YAMAHA MOTOR CORPORATION,U.S A, MASTER LEASE AGREEMENT dated as of January 1,2013 by and between Yamaha Motor Corporation, U.S.A. (hereinafter called 'Lessor") having its principal office and place of business at 6555 Katella Avenue, Cypress, California 90630 and SAMPLE NAME (hereinafter called 'Lessee") having its principal office and place of business at XXXX STREET,XXXXXX CITY,CA 90630 1, PROPERTY LEASED.In consideration of the agreememtto rent by Lessee and the thereto. Lessor is hereby authorized by Lessee, at Lessor's expense, to cause this covenants and agreements of Lessee hereinafter set forth.Lessor hereby leases to Master Lease, any Equipment Schedule or any Statement or other ktstrument in Lessee all of the tangible personal properly listed on each Equipment Schedule respect of any Equipment Schedule as may be required by law showing the interest Of executed pursuant to this Master Lease(with respect to any Equipment Schedule. Lessor o any of its assigneea in the Equipment to be filed and Lessee hereby hereinafter called the-Equipment') Each Equipment Schedule shall be substantially in authorizes Lessor or its agent Or assigns W sign and execute on its behalf any and all the form annexed hereto as Exhibit A and made a part hereof shall incorporate all of necessary UCC-1 forms for such purpose.Lessee shall,at its expense, protect and he terms and conditions of this Master Lease and shall contain such additional terms defend Lessor's 1Ne as well as the interest of any assignee against all persons and conditions as Lessor and Lessee shall agree upon claiming against or through Lessee and shall at all times keep the Equipment tree and clear from any legal process liens or encumbrances whatsoever(except any placed 2. TERM.The term of this Master Leese shall commence on the date set forth above thereon by Lessor)and shag give Lessor Immediate writsn notice thereof and shall and shall continue m effect thereafter So long as any Equipment Schedule entered into indemnity and hold Lessor and any assignee harmless from and against any loss pursuant to this Master Lease remains in effect. The lease term for each Equipment created thereby. Lessor and Lessee hereby intend this transaction to be a lease. In Schedule shall commence on the date on which the Equipment listed on said the event that for any reason it is not deemed a lease the Lessee hereby grants Lessor Equipment Schedule is delivered to Lessee(hereinafter called the'Commencement a Security Interest In leased property. Dale')and shall continue for the number of full months set(oft in such Equipment Schedule(hereinafter called Me'Lease Tern'1. 6.2 Location, Inspection. Lessee shall not move the Equipment from the location specified on the Equipment Schedule without the prior will consent of Lessor,which 3. RENT AND PAYMENT.Lessee shell pay to Lessor.as rental for the Equipment consent shah not be unreasonably withheld.Lessor,or its agents,shall have the right during each month of Me Lease Term of any Equipment Schedule.the Monthly Rent from time to lime and during normal business hours to enter upon Lessee's premises W forth in such Equipment Schedule plus any taxes.fees,etc associated with proper where he Equipment is located to confirm the existence, condition and proper fili antl owneal by Lessor.The amount of the rant is determined based on an maintenance of the Equipment and Lasses, shall make its maintenance records amortisation of the purchase price of the Equipment. Rent shall be paid to Lessor by regarding the Equipment available at such lime or times to inspection by Lessor or its check or wire transfer at the address of Lessor set forth above or at such other place agents. ab Lessor shall designate in writing,or,4 to an assignee of Lessor shall designate in writing, and shall be paid free and clear of all claims, demands or set-offs against 6,1 Assignment by Lessor. Lessor"such assignee. Whenever any payment lot rent or otherwise)is not made (a)Lessee shall not Sol,transfer, assign, pledge or sublease(except for Short-term when due hereunder, Lessee shall pay interest on such amount at the maximum rentals to golf course patrons in the ordinary course of business)the Equipment,this allowable rate of interest Permitted by the law of the state where the Equipment is Lease.or any interest in either,without the prior written consent of Lessor, located(the'Overdue Rate'I to the date of payment amount,whichever is less. (b)Lessor may assign this Lease and its rights hereunder,in whole or in pad,without Lessee's consent. If Lessee is given notice of any assignment by Lessor, Lessee 4. DELIVERY AND ACCEPTANCE; WARRANTY AND DISCLAIMER OF agrees to pay directly to such assignee all sums payable hereunder it so directed, WARRANTIES. (e)Any assignment or transfer by Lessor shag not materially change Lessee's duties or obligations under his Lease nor materially increase the burdens or risks imposed on 4.1 Delivery and Acceptance.Lessee shall select and take dekvery of all Equipment Lessee and any assignment or transfer by Lessor in accordance with the terms hereof leased hereunder directly from Yamaha,a Yamaha Authorized Dealer.or authorized Is permitted even If he assignment Or transfer is deemed to materially affect the agent(the'Dealer),All toss or delivery are the sole responsibility of Lessee.Lessor interest of the Lessee. shall not be liable for any loss or damage resulting from the delay or failure to have any Equipment available for delivery.Lessee shall inspect the Equipment to determine that 6.NET LEASE,TAXES AND FEES, me Equipment is as represented and has been equipped or prepared in aceerdance with any prior Instructions given in writing by Lessee to Dealer Lessee shall accept me 6.1 Net Lease. Lessor and Lessee acknowledge and agree that each Equipment Equipmem If it maes the aliens set forth in the preceding sentence and shall execute Schedule constitutes a net lease and that Lessees obligation to pay all Monthly Rent and deliver to Yamaha a Cedificate of Acceptance with respect to each shipment of and any and all amounts payable by Lessee under any Equipment Schedule shelf be Equipment For all purposes of this Lease,the Equipment will be considered accepted absolute and uneondittonal and shall dre be subject to any abatement,reduction,set. upon execution of the Certficels of Acceptance and must be delivered to Lessor within oft. defense, counterclaim, interruption, deferment or fecoupmenl for any reason 7 days of the delivery of the Equipment or the Equipment will be deemed accepted by whatsoever,and that such payments shall be and continue to W payable in all events. the Less".Lessee authorizes Lessor to insert in each Equipment Schedule the senat number and otheridentifying data of he Equipment 6.2 Taxes and Fees.Lessor shall pay all property lazes and sales and use tax due on the equipment leased pursuant to this agreement. Lessee agrees to reimburse and 4.2 Warranty and Disclaimer of Warranties.Lessor warrants to Lessee that.so long indemnify and hold harmless from and against all taxes.fees or other charges of any as Lessee shall not be in default of any of the provisions of the ampiicable Equipment nature whatsoever (together with any related Interest or penalties thereon) now or Schedule, neither Lessor nor any assignee of Lessor will disturb Lessees quite and hereinafter imposed or assessed during the farm of each Equipment Schedule against peaceful possession of the Equipment and Lessee'a unrestricted use thereof for ifs Lessor,Lessee or the Equipment by any governmental authority upon or vim respect intended purpose In addition, Equipment leased to Lessee hereunder is warranted to Me Equipment o upon the ordering,purchase,sale, ownership,delivery, leasing, only in accordance with the manufacturer's warranty, which may be amended or possession. use, operation return of other disposition thereof or upon the rents, modified from time W ante only by Lessor, OTHER THAN THE WARRANTY receipts or earnings arising ihafefrom or upon or with respect to any Equipment CONTAINED IN THE MANUFACTURER'S WARRANTY OR AS REQUIRED BY LAW Schedule(excepting only Federal,State and Local taxes based on or measured by the AND EXCEPT AS EXPRESSLY PROVIDED ABOVE, LESSOR DISCLAIMS ANY net income of Lessor). OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT BY WAY OF LIMITATION,THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 7.CARE,USE AND MAINTENANCE;ALTERATIONS AND ATTACHMENTS,AND PARTICULAR PURPOSE.LESSOR DISCLAIMS ANY LIABILITY FOR INCIDENTAL, INSPECTION BY LESSOR. SPECIAL OR CONSEQUENTIAL DAMAGES OR COMMERCIAL LOSSES SUFFERED BY CUSTOMER OR ANY THIRD PARTY. No defect. unfitness, loss. 7.1 Can,Use and Maintenance.Lessee shall,at its sole expense,at all times during damage or other condition of he Equipment shell fetieve Lessee of the obligation to the term of each Equipment Schedule, keep the Equipment clean serviced am pay any installment of rent or any other obligation under this Lease Lessor agrees.so maintained in good operating order,repair,condition and appearance in accordance long as there shall net have occurred or be continuing any Event of Default as defined with Lessor's manuals and other Instructions reserved from Lessor.Lessee shall,at its in this Lease or event which with lapse of time or nonce.or bath.might become an sale expense,enter into an Equipment Servicing Agreement with the manufacturer of Event of Default hereunder,that Lessor will permit Lessee to enforce in Lessee a awn the Equipment or such other party as shall be acceptable to Lessor under which name and at Lessee's sole expense any suppliers or manufacturers warranty or systematic inspection, maintenance and repair to the Equipment shall be performed agreement in respect of the Equipment to the extent that such warranty or agreement and shag provide Lessor with a copy of such contract and all supplements thereto is assignable, which are applicable to the Equipment.All replacement parts and repairs made to or placed upon the Equipment shall become the property of Lessor and be subject to this S. TITLE AND ASSIGNMENT. Leese, Si Title.Nothing contained in any Equipment Schedule shall give or convey to Lessee 7.2 Alterations and Attachments.Lessee may,with Lessor's prior mitten balsam, any right,title or interest in or to the Equipment,except as a Lessee as set forth Martin make such cosmetic modifications to the Equipment as Lessee may deem desirable in and Lessee represents and agrees that Lessee shall hold me Equipment subject and the conduct of its business;provided.however,that such alterations shall not diminish subordinate to the rights of the Lessor Orr any of its assignees and Lessee shalt fumish the value or ublay of the Equipment,or cause the loss of any warranty Leas" with such documentation as Lessor shall reasonably require with respect Page 2 of 4 LSE0906 4YAMAHA YAMAHA MOTOR CORPORATION,U.S.A. MASTER LEASE AGREEMENT dated as of January 1, 2013 by and between Yamaha Motor Corporation, U.S.A. (hereinafter called "Lessor") having its principal Office and place of business at 6555 Katella Avenue, Cypress, California 90630 and SAMPLE NAME (hereinafter called "Lessee") having its principal office and place of business at XXXX STREET XXXXXX CITY,CA 90630 1. PROPERTY LEASED.In consideration of the agreement to rent by Lessee and the thereto. Lessor is hereby authorized by Lessee.a1 Lassoes expense.to cause this covenants and agreements of Lessee hereinafter eel forth.Lessor hereby leases W Master Lease, any Equipment Schedule Or any statement or other instrument in Lessee at of the tangible personal property listed on each Equipment Schedule respect of any Equipment Schedule as may Me required by law showing the interest of executed pursuant to this Master Lease (with respect he any Equipment Schedule, Lessor Or any of its assignees in the Equipment to be filed and Lessee hereby hereinafter called the'Equipment-) Each Equipment Schedule shall be subsuintally in authorizes Lessor or its agent err assigns to sign and execute on its behalf any and all the form annexed hereto as Exhibit A and made a pan hereof shell incorporale all of necessary UCC-1 forms for such purpose, Lessee shall,at its expanse, protect and the terms and conditions of mis Master Lease and shall contain such additional terms defend Lassoes title as well as the interest of any assignee against ail persons and conditions as Lessor and Lessee shall agree upon, claiming against or through Lessee and shall at all fimes keep the Equipment free and clear from any legal process,liens or encumbrances whatsoever(except any placed 2. TERM.The term of this Master Leese shall commence on fie date set forth above thereon by Lessor)and shall give Lessor Immediate written notice thereof and shall and shall continue in effect thereat er so lap as any Equipment Schedule entered Into indemnify and hold Lessor and any assignee harmless from and against any loss pursuant to this Master Lease remains in effect.The lease term for each Equipment created thereby. Lessor and Lessee hereby intend this transaction to be a lease. In Schedule shall commence on the data on which the Equipment listed on said the event that for any reason it is not deemed a lease the Lessee hereby grants Lessor Equipment Schedule is delivered to Lessee Meremater celled me"Commencement a security interest in leased property. Dale')and shag continue for me number of full months set form in such Equipment Schedule(hereinafter called the'Leese Term 1. 6.2 Location, Inspection. Lessee shall not move the Equipment from the location specified on the Equipment Schedule without the prior written consent Or Lessor,which 3. RENT AND PAYMENT.Lessee sass pay to Lessor, as rental for the Equipment content shall not be unreasonably withheld.Lesser,or its agents,shall have the right during each month of the Lease Term of any Equipment Schedule,the Monthly Rent from time to time and during normal business hours to enter upon Lessees premises set forth in such Equipment Schedule plus any taxes,fees,etc,aswdaktl with proper where the Equipment is located W confirm the existence, condition and proper Nings and ownership by Lessor. The amount of the rent IS desermined based on an maintenance of the Equipment and Lessee shelf make its numA mace reruns unionization of the purchase price Of the Equipment.Rent shall be paid to Lessor by regarding ere Equipment available at such time Or times to inspection by Lessor or its check or wire transfer at the address of Lessor set forth above or at such other place agents. as Lessor shall designate in writing,or,R to an assignee of Lessor shall designate In writing, and shall be paid free and clear of all claims, demands or se-of s against 6.3 Assignment by Less", Lessor or such assignee.Whenever any payment(of rent or otherwise)is not made (a)Lessee shall not Sell, transfer,assign, pledge or sublease(except for shod-term when due hereunder, Lessee shall pay interest on such amount at the maximum rentals to golf course patrons in the military course Of business)the Equipment,the allowable rate of interest permitted by the law of the state where the Equipment is Lease,or any interest in Curter,without the prior written consent of Lessor. located(the'Overdue Rate)to the date of payment amount,whichever in lass. to)Lessor may assign this Lease and its rights hereunder,in whole Or in part,without Lessee's consent. if Lessee is given notice of any assignment by Lessor. Lessee 4. DELIVERY AND ACCEPTANCE; WARRANTY AND DISCLAIMER OF agrees to pay theory to such assignee aft sums payable hereunder if So directed, WARRANTIES. (c)Any assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Lease nor minimally increase the burdens or risks imposed on 4.1 Delivery and Acceptance.Lessee shall select and lake delivery of ail Equipment Lessee and any assignment or transfer by Lessor In accordance with the teens hereof loosed hereunder directly from Yamaha.a Yamaha Authorized Dealer,or authorized Is permitted even if the assignment or transfer Is deemed to materially affect the agent(Me'Dealer),All costs or delivery ere the Sole responsibility of Lessee.Lessor interest of the Lassee. shall not be liable for any loss or damage resulting(form Me delay or failure to have any Equipment available for delivery.Lessee shall inspecl me Equipment to determine that 6,NET LEASE,TAXES AND FEES. me Equipment is as represented and has been equipped or prepared in accordance with any prior instructions given in wmmg by Lessee to Dealer,Lessee shall accept the 6.1 Net Los". Lessor and Lessee acknowledge and agree that each Equipment Equipment if it mean the crumm eel forth in the procading Sentence and shell execute Schedule constitutes a net lease and that Lessee's obligation to pay all Monthly Rent and deliver to Yamaha a Certificate of Acceptance with respect M each Shipment of and any and all amounts payable by Lessee under any Equipment Schedule shall be Equipment.For all purposes of this Lease,the Equipment will be conaidared accepted absolute and unconditional and shall not M subject d any abatement,reduction,set- upon execution of the Certificate of Acceptance and must be delivered to Letter within off, defense, counterclaim, inbrNpion, deferment or reeoupmem for any reason 7 days of the delivery of the Equipment or the Equipment will be deemed accepted by whatsoever,and that such payments shall be and continue M be payable in all events_ me Lessee.Lessee authorizes Lessor el ineen as each Equipment Schedule Me serval number and other identifying data of the Equipment 6.2 Taxes and Fees.Lessor shell pay all property taxes and sales and use tax due on the equipment leased pursuant to this agreement. Lessee agrees to mimbume and 4.2 Warranty and Disclaimer of Warranties.Lessor wapantt M Lass"that,so long indemnify and hold harmless from and againal all taxes.fees Of other charges of any as Lessee shall not be in default of any of the provisions of the applicable Equipment nature whatsoever M g ilher with any related interest or penalties thereon) now or Schedule,rsither Lessor nor any assignee of Lessor roll disturb Lessee's quite and herelnater imposed Or assessed during the tams Of each Equipment Schedule against peaceful possession of the Equipment and Lessee's unrestricted use thereof for its Lessor,Losses or the Equipment by any governmental authority upon Or with respect intended purpose. In addition, Equipment leased to Lessee hereunder is warranted to me Equipment or upon the ordering,purchase,sale,ownership,delivery, leasing. only in accordance with the manufacturers warranty, which may be amended Or possession use, operation, return m other disposition thereof or upon the rents, modified from time In time any by Lessor. OTHER THAN THE WARRANTY receipts Or earnings arising therefrom or upon of with respect to any Equipment CONTAINED IN THE MANUFACTURER'S WARRANTY OR AS REQUIRED BY LAW Schedule(excepting only Federal.State and Local taxes eased on or measured by the AND EXCEPT AS EXPRESSLY PROVIDED ABOVE, LESSOR DISCLAIMS ANY rstincome of Lessor). OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT BY WAY OF LIMITATION,THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 7.CARE,USE AND MAINTENANCE;ALTERATIONS AND ATTACHMENTS,AND PARTICULAR PURPOSE.LESSOR DISCLAIMS ANY LIABILITY FOR INCIDENTAL, INSPECTION BY LESSOR. SPECIAL OR CONSEQUENTIAL DAMAGES OR COMMERCIAL LOSSES SUFFERED BY CUSTOMER OR ANY THIRD PARTY. No defect, unfitness, less. 7.1 Can,Use and Maintenance.Lessee Shall,at Its sole expense,at all limes ch rup damage or other condition of the Equipment shall reeve Lessee of me obligation to the tarts of each Equipment Schedule, keep the Equipment clean, serviced and pay any installment of rent Or any other obligation under this Lease.Lessor agrees.so maintained in good Operating order,repair,condition and appearance in accordance long as there shall not have occurred or be continuing any Event of Default as defined with Lessor's manuals and other Instructions received from Lesser.Lessee shall,at its in this Lease Or event which with spite of time or notice,or boa,might become an cote expense,enter into an Equipment Servicing Agreement with the manufacturer of Event of Default hereunder,that Lessor will permit Lessee to enforce in Lessee's own the Equipment or such other party as shall be acceptable to Lessor under.Mich name and at Lessee's sole expense any suppliers or manufacturees warranty Or systematic inspection, maintenance and repair el the Equipment shall be performed agreement in reaped of the Equipment to me extent that such warranty or agreement and shag provide Lessor with a copy of such contract and all supplements morsel is assignable. which are applicable to me Equipment.All replacement pads and repairs made to or placed upon the Equipment shall become the papally of Lessor and be SUbjeel to this 5. TITLE AND ASSIGNMENT. Lease, 6.1 Title.Nothing contained in any Equipment Schedule shalt give"convey to Lessee 7.2 Alterations and Attachments.Lessee may,with Lessor's prior mitten consort, any night,Into or interest in or on the Equipment,except as a Lessee as set forth therein make such asmetc modifications to the Equipment as Lessee may deem desirable in and Lessee represent and agrees that Lessee shall hold the Equipment subject and the conduct of 43 Msinass;provided,however,that such alterations shall net diminish subordinate to the rights of the Lessor"any of its assignees aid Lessee shell furnish the value Or uglity of the Equipment,or cause the loss of any warranty Lessor with such documentation as Lessor shall reasonably require with respect Page 2 of 4 LSE0906 thereon or any certification necessary lot the maintenance thereof; and provided, hereunder, Lessee.at Its$ae expense,shall immediately place the same in good further,that such modification shall be removable without causing damage to the repair and operating condition it Lessor determines that any Equipment is lost, Equipment. Upon return of the Equipment to Lessor, Lessee shall, if Lessor so stolen,destroyed of damaged beyond repair,Lessee shall pay to Lessor within thirty elects, remove such modifications which have been made and shall restore the (30)days of such loss,theft,destruction or damage,the unpaid balance of Monthly Equipment to its original condition, reasonable wear and tear and depreciation Rental Payments for the tens of the Lease discounted at a rate of a%per annum,for excepted. such Equipment plus the then-cunem Fair Market Value of such Equipment 7.3 Acceptance Guidelines for Return of Leased Equipment. Any Equipment established by the Lessor,and any other charges or sums due under Equipment returned with'Normal Wear and Tear'will be acceptable.'Normal Wear and Tear" eslabished by the Lessor, and any other charges or sums due under the Lease .11 nor include: which may be allocated to such Equipment.Al the sole discretion,of Lessor,Lessee (a)Tires which are damaged, gouged,or rut so as to be in an unsafe operating may replace any Equipment that is lost,stolen.destroyed or damaged beyond repair condition; wah another Equipment of equal or greater value.In no event shall Less"be liable (b)Missing tire(s)or wheats),including spare if originally included: for any loss of profits,:inconvenience,or other consequential damages which result (c)Berl twisted,dented,dinged,"gouged bumper(sg from the theft,damage.toss,defect or failure of any Equipment or the time which (d) Any missing perils) or accessory(s) that was originally delivered with the may be required to recover,repair,service,or replace the Equipment,Less"shall Equipment or any components to Lessee as either factory-installed or dealer- have the right to apply any and all proceeds of insurance against any obligffiion of installed optional accessories requiring any modifications for installation; Lessee under this Lease. (a) Any mechanical repairs on any components or suspension which may be required due to abuse,accident,negligence or the lack of proper maintenance. or 13.DEFAULT.The occurrence of any one or more of the following events(herein any repairs required which are not considered`Normal Wear and Tear'. called'Events of Default')shall constitute a default under an Equipment Schedule: (a)Default by Lessee in the payment of any installment of Monthly Rent or other S. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee hereby charge payable by Lessee under such Equipment Schedule as and when the same represents that with respect to the Master Lease and each Equipment Schedule becomes due and payable;or executed hereunder. (b)Default by Lessee in the performance of any other material term,covenant or (a)The execution,delivery and performance thereof by Ore Lessee have been duty condition of such Equipment Schedule or the inaccuracy in any material respect of auttionzed by all necessary corporate action. any represenlabon"wanenly made by the Lessee in such Equipment Schedule. (b)The individual executing such was duly authorized to do so. this agreement, or in any document or certificate furnished to the Less" in (c) The Master Lease and each Equipment Schedule constitute legal. valid and connection therewith,much default or inaccuracy shall Continue for a period of 10 binding agreements of the Lessee enforceable in accordance with their respective days after notice.or terms, (c)A petition under the Bankruptcy Code or under any other inseivency law providing (0)The Equipment is personal property and when subjected to use by the Lessee for the relief of debtors shall be filed by or against Lessee',or will not be or become Fixtures under applicable law. (d)The voluntary or involuntary making of an assignment of a substantial portion of its assets by Lessee for the benefit of creditors shall occur a receiver or trustee for 9. DELIVERY AND RETURN OF EQUIPMENT. Lessee hereby assumes the full Lessee or for Lessee s assets shall be appointee:any formal or informal proceeding expense of transportation and in-transit insurance from the Dealer to Lessee's for dissolution,liquidation,settlement of claims against or winding up of the affairs of premises and delivery thereat of the Equipment.Upon termination(by expiration or Lessee shall be commenced; or Lessee shall cease doing business as a gang otherwise) of each Equipment Schedule, Lessee shall, pursuant to Lessor's concern;or I structions and at Lessee's expense (including, without limitation. expenses of (a)The default by Lessee under any other Equipment Schedule or other agreement transportation and in-transit insurance),return the Equipment to Less"in the same between Lessee and Lessor or any of its assignees hereunder;or operating order, repair, condition and appearance as when received, less normal fp The Lessee shall suffer an adverse material change in its financial condition from depreciation and wear and tear,The Equipment shall be inspected by an agent of the date hereof,and as a result thereof Lessor deems iseff or any of its Equipment Lessor and a Condition Report shall be completed by such agent and signed by to be insecure. Lessee to determine the Equipment return condition. Lessee agrees to reimburse Lessor for any excess wear and tear which shall be determined by reference to the 14.REMEDIES.Upon the occurrence of any one or more Events of Default.Lessor, Acceptance Guidelines,including physical interior and exterior excess wear and tear at its option,may(1)proceed by appropriate court action or actions either at law or in and excess mechanical wear antl tear whether noted on the Condition Report or equity to enforce performance by Lessee of the applicatite covenants and terms of subsequently discovered.Lessee shall return the Equipment 10 Lessor at its address the appiici le Equipment Schedule,or to recover from Lessee any and all damages set forth All or at such other address within the United States of America as of expenses, including reasonable attorneys fees. which Lessor shall have directed by Lessor sustained by reason of Lessee's default in any covenant or covenants of the applicable Equipment Schedule or on account of Lessors enforcement of its 10. LABELING.Lessee agrees that,upon the request of Lessor,a shall cause the remedies thereunder,of(2)without notice or demand,accelerate the balance of the Equipment to be plainly,permanently and conspicuously marked,by stenciling or by Monthly Rentals thereafter accruing under the applicable Equipment Schedule. metal lag or plate affixed thereto, indicating Lessors interest in the Equipment, which,together with all rent and other amounts then due shall become immediately Lessee shall replace any such stenciling, tag or pate which may be removed or due and payable,as liquidated damages and not a penalty and Lessor shall have the destroyed " become illegible. Lessee shall keep all Equipment free from any Alibi to the extent permitted by law:(i)to recover all sums so due thereunder;fil)to marking or labeling which might be interpreted as a claim of ownership thereof by retake immediate possession of the Equipment,without any process of law and for Lessee or any party other than Lessor or anyone so claiming through Lessor, such purpose Lessor may enter upon premises where the Equipment may be located and may remove the same therefrom without notice,and without being liable 11.INDEMNITY.Lessee shall and does hereby indemnify and hold Lessor and any to Lessee therefore,except that Less"shall be liable for damages resulting from the of its assignees harmless from and against any and all claims, more, expenses, fault or negligence of Lessor, Lessor's assignee or their respective agents and damages, losses, and liabilities (including negligence, tort and strict liability), representatives in any such entry or repossession; feu to sell, lease or otherwise including reasonable attorneys fees,arising out of or in any manner connected with dispose of all"any portion of the Equipment,wrin the privilege of becoming the the ownership, selection, possession, leasing, renting, purchase, financing, purchaser(hereof,at public or private sale,for cash or on credit and without notice of operation,control,use,maintenance,transportation,storage,repair,delivery,felon is intention to do so or of its doing so,in which event Lessor shall apply the cash or other dsposfllon"the Equipment including,without limitation,claims for Injury to proceeds from any sale or other disposition pass the estimated Fair Market Value of or death of persons and for damage to property. Lessee agrees to give Lessor the Equipment at the expiration of the Lease Term or any extension thereof).or the prompt notice of any such claim or liability present value(discounted at the Overdue Rate)of the rentals under any lease for a term not to exceed the expiration of the Lease Term or any extension thereof(all 12.RISK OF LOSS.Lessor and Lessee agree as follows: such amounts to be called 'Proceeds'hereinaaer), less all reasonable costs and (a)Effective upon delivery of the Equipment to Lessee and until the Equipment is expenses incuretl in connection with the recovery, repair or storage of the returned to Lessor as provided herein,Lessee relieves Lessor of responsibility for all Equipment or the transaction itself, against all sums due from Lessee and to the risks of phyacal damage to or loss or destruction of the Equipment, howsoever extent and in the manner permitted by law.Lessee shall be liable to Lessor for the caused-During the continuance or this agreement Lessee shall,at its own expense, amWml by which the Proceeds of any such transaction, less the reasonable cause to be carried and maintained casualty insurance with respect to each item of expenses of retaking, storing. repairing and the Vansadion itself, including Equipment designated in this Equipment Schedule and pudic liability insurance.in reasonable attorneys'fees incurred by the Lessor, is less than all sums due from each case in amounts and against risks customanly,insured against by the Lessee Lessee under the applicable Equipment Schedule: and fivl to pursue any other an simian equipment and,in any event.In amounts and against risks comparable to remedy permitted by law or equity.if Lessor elects not to see,release or otherwise those insured against by the Lessee on equipment owned by it. If requested by the dispose of all or part of the Equipment or does eo by a e ease which is not made in Less", all policies with respect to such insurance shall name the Lessor as a manner subsanlially similar to the applicable Equipment Schedule or the measure additional assured and(together with any assignee or secured parry)as loss payee, of damages above are not allowable under any applicable law,Lessor may recover and shall provide for at least 30 days prior written notice by the underwriter or the market value, 0 any, as of the date of any such Event of Default of the rent insurance company to the Lessor in the event of cancellation or expiration. The reasonably estimated by Lessor to be obtainable for the Equipment during the Lease Lessee shall, upon request of the Lessor, fumish appmpiaM evidence of such Term or any renewal thereof then in effect,plus any accrued and unpaid rent as of insurance the date of any such Event of Defaull.The above remedies,to the extent permitted (b) Lessee shall bear the entire nsk of loss, theft. destructron "damage to the by law, any one of which Lessor need no, in As discretion, exercise, shall be Equipment from any cause whatsoever and shall not be relieved of the obligation to deemed cumulative and may be exercised successively or concurrently. Lessee pay the total of the Monthly Rental Payments or any other obligation hereunder shall reimburse Lessor for all reasonable costs and expenses incurred in connection because of any such occunence. In the event of damage to any Equipment leased with the enforcement of any right or remedy under such Equipment Schedule. Page 3 of 4 LSE0906 thereon or any congestion necessary for the maintenance thereof;and provided, hereunder,Lessee, at ifs sole expense,shall immediately place the some in good further,that such modification Shall be removable without causing damage to the repair and operating condflion, If Lessor determines that any Equipment is lost, Equipment. Upon return of the Equipment to Lessor, Lessee shall, if Lessor so stolen,destroyed or damaged beyond repair,Lessee shall pay to Lessor within thirty elects, remove such modifications which have been made and shall restore the (30)days of such loss,theft,destruction or damage,the unpaid balance of Monthly Equipment to its original condition, reasonable wear and tear and depredation Rental Payments fa the term of the Lease discounted at a rate of 8%per annum,for excepted. such Equipment plus the then-current Fait Market Value of such Equipment 7.3 Acceptance Guidelines for Return of Leased Equipment.Any Equipment established by the Lessor, and any other charges on sums due under Equipment returned with'Normal Wear and Tear will be acceptable.'Nominal Wear and Tear' established by the Lassar, and any other charges or sums due under the Lease will not include: which may be allocated to such Equipment.At the sole discretion of Lessor,Lessee (a)Tires which are damaged,gouged, or at so as to be in an unsafe operating may replace any Equipment that is lost,stolen,destroyed or damaged beyond repair condition; with another Equipment of equal or greater value.In no event shag Lessor be liable (b)Missing trials)or wheel(sj,including spare it originally included; for any loss of profits, inconvenience, or other consequential damages which result (e)Bent,twisted,dented,dinged,or gouged bumperls); from the theft.damage, loss,defect or failure of any Equipment or me time which (d) Any missing pans) or accessory(s) that was originally delivered with the may be required to recover,repair,service,or replace the Equipment.Lessor shelf Equipment or any components to Lessee as ether factory-installed or dealer. have the fight to apply any and all proceeds of insurance against any obigalian of Installed opligtai accessories requiring any modilmlions for installation, Lessee under this Lease. (e) Any mechanical repairs on any components a suspension which may be required due to abuse,accident.negligence of the lack of proper maintenance.a 13. DEFAULT.The occurrence of any one or more of the following events(herein any repairs required which are not considered'Normal Wear and Tear''. called'Events of Default)shalt constitute adefault under an Equipment Schedule; (a)Default by Lessee in the payment of any installment of Monthly Rent or other 8. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee hereby charge payable by Lessee under such Equipment Schedule as and when the same represents that with respect to the Master Lease and each Equipment Schedule becomes due and payable,or executed hereunder: (b)Default by Lessee in the performance of any other material term.covenant or (a)The execution,delivery and performance thereof by the Lessee have been duly condition of such Equipment Schedule or the inaccuracy in any material respect of authorized by all necessary corporate action. any representation or warranty made by the Lessee in such Equipment Schedule, (b)The midwidual executing such was duly authorized to do so.. this agreement, or in any document or certificate furnished to the Lessor in (e) The Master Lease and each Equipment Schedule constitute legal, valid and connection therewith,which default at inaccuracy shall confinue for a period of 10 binding agreements of the Lessee enforceable in accordance with their respective days after notice;or [arms. (c)A petition under the Bankruptcy Code or under any other insolvency law providing (it)The Equipment is personal property and when subjected to use by the Lessee for the relief of deblons shall be flied by or against Lessee'.of will not be or became fixtures under applicable low. (d)The voluntary or involuntary making of an assignment of a substantial portion of Its assets by Lessee for the benefit of creditors shall occur,a receiver or bailee for S. DELIVERY AND RETURN OF EQUIPMENT. Lessee hereby assumes the full Lessee or for Lessee's assets shall be appointed;any formal or informal proceeding expense of transportation and in-trans@ insurance from the Dealer to Lessee's for dissolution,liquidation,settlement of claims against or winding up of the affairs of premises and delivery thereat of the Equipment. Upon termination(by expiration or Lessee shall be commenced. or Lessee shall cease doing business as a going otherwise) of each Equipment Schedule. Lessee shall, pursuant to Lessor's concern;of Instructions and at Lessee's expense (including, without limitation, expenses of (a)The default by Lessee wider any other Equipment Schedule or other agreement transportation and in-Transit insurance),return the Equipment to lessor in the same between Lessee and Lessor or any of its assignees hereunder;or operating order, repair, condifion and appearance as when received, less normal (1)The:Lessee shall suffer an adverse material change in its financial condition from depreciation and wear and tear.The Equipment shall be Inspected by an agent of the dale hereof,and as a result thereof Lessor deems itself or any of its Equipment Lessor and a Condition Report shag be completed by such agent and signed by to be insecure. Lessee to determine the Equipment rehan condition.Lessee agrees to reimburse Lessor for any excess weal and tear which shall be determined by reference to the 14.REMEDIES.Upon the occurrence of any one of more Events of Default,Lessor. Acceptance Guidelines,including physical interior and exlenor excess wear and tear at its option,may(1)proceed by appropriate court action or actions either at law or in and excess mechanical weer and tear whether noted on the Condition Report or equity to enforce performance by Lessee of the applicable covenants and terms of subsequently discovered.Lessee shall relum the Equipment to Lessor at its address the applicable Equipment Schedule,or to recover from Lessee any and all damages set forth herein or at such other address within the United States of America as or expenses. including reasonable atorneys' fees, which Lessor shall have directed by Lessor. sustained by reason of Lessee's default in any covenant a covenants of the applicable Equipment Schedule or on account of Lessor's enforcement of its 10.LABELING.Lessee agrees that,upon the request W Lessor,t shall cause the remedies thereunder,a(2)without notice or demand,accelerate the balance of the Equipment to be plainly,permanently and conspicuously marked,by stenciling or by Monthly Rentals thereafter accruing under the applicable Equipment Schedule, metal tag or plate affixed thereto, indicating Lessor's inmrest in the Equipment. which,together with all rent and other amounts than due"became immediately Lessee shall replace any such stenciling. tag or plate which may be removed or due and payable.as liquidated damages and not a penalty and Lessor shall have the destroyed or become illegible. Lessee shall keep all Equipmenl free from any fight to the extent permuted by law(i)to recover all sums so due thereunder.(ii)to marking or labeling which mgM be interpreted as a claim of ownership thereof by retake immediate possession of the Equipment without any process of law and for Lessee or any party other than Lessor or anyone so claiming through Lessorr such purpose Lessor may enter upon premises where the Equipment may be located and may remove the same therefrom without notice,and without being liable 11.INDEMNITY.Lessee shall and does hereby indemnify and hold Lessor and any to Lessee therefore,except that Lessor shag be liable for damages resulting from the of its assignees harmless from and against any and all claims, costs, expenses, fault of negligence of Lessor. Lessor's assignee of their respective agents and damages, losses, and liabilities (including negligence, tort and strict liabitty), representatives in any such entry or repossession; tin)to sell, lease or otherwise inducing reasonable attorneys fees,arising out of or in any manner connected with dispose of all or any portion of the Equipment,with the privilege of becoming me the ownership, selection, possession, leasing, renting, purchase, financing, purchaser thereof,at public or private sale,for cash or on credit and without notice of operation,control,use,maintenance,transportation,storage,repair,delivery,return its intention to do so or of its doing so,in which event Lessor shall apply the cash or other disposition of the Equipment Including,without limitation,claims fa injury to proceeds from any sale or other disposition(less the estimated Fair Market Value of or death of persons and for damage to property, Lessee agrees to give Lessor the Equipment at the expiration of the Lease Term or any extension thereof).or the prompt notice of any such claim or liability. present value(discounted at the Overdue Rate)of the rentafs under any lease fa a term not to exceed the expiration of the Lease Term a any extension thereof(all 12.RISK OF LOSS.Lessor and Lessee agree as follows: such amounts to W called'Proceeds' heminater), less all reasonable costs and (a)Effective upon delivery of the Equipment to Lessee and until the Equipment is expenses incurred in connection with the recovery, repair of storage of the relumed to Lessor as provided herein,Lessee relieves Lessor of responsibility for all Equipment or the transaction dead, against all sums due Imm Los"and to the risks of physical damage to or loss or destruction of the Equipment, howsoever exlem and in the mannar permitted by law,Lasses shall be liable to Lessor for the cavalier During the comlmiance of this agreement Lessee shall,at its await expense, amount by which the Proceeds of any such transaction. lass the roasonabis cause to be comed and maintained casualty insurance with respect to each item of expenses of retaking, storing, rape" and the transaction itself, mcluding Equipment designated in this Equipment Schedule and public liability insurance,in reasonable atomeys'fees incurred by the Lessor,is less man all sums due from each case in amounts and against risks customarily insured against by the Lessee Lessee under the appkcaWe Equipment Schedule; and (iv) to pursue any other on similar equipment and,in any event.In amounts and against dos comparable to formerly permitted by law or equity.It Lessor elects not 10 set,re-lease or otherwise those insured against by the Lessee on equipment owned by IL If requested by tre dispose of all or part of the Equipment or does so by a release which is not made in Lessor, all policies with respect to such insurance shall name the Lessor as a manner substantially similar to the appicable Equipment Schedule crime measure additional assured and(together with any assignee or secured party)as loss payee, of damages above are not allowable under any applicable law,Lessor may recover and shall provide for at least 30 days' prior written notice by the underwriter a the market value, if any, as of the date of any such Event of Default of the rent insurance company to the Lessor in the event of cancellation or expiration. The reasonably estimated by Lessor to be obtainable for the Equipment during the Lease Lessee shall, upon request of the Lessor, tumish appropriate evidence of such Term or any renewal thereof then in effect,plus any accrued and unpaid rent as of insurance. the date of any such Event of Default.The above remedies,to the extent Permitted (b) Lessee shall bear the entire risk of loss, theft, destruction or damage to the by law, any one of which Lessor need noL in its discretion, exercise, shall be Equipment from any cause whatsoever and shall not be relieved of the obligation to deemed cumulative and may be exercised successively or,concurrently. Lessee pay the total of the Monthly Rental Payments or any other obligation hereunder shall reimburse Lessor for all reasonable costs and expenses incurred in connection because of any such=umence.In the event of damage to any Equipment leased with the enforcement of any night or remedy under such Equipment Schedule, Page 3 of 4 LSE0906 including reasonable adomeys fees. Except a i set forth in this Section and to the ineffective to the extent of such prohibition or unenforceability without invalidating the extent permitted by applicable law, Lessee hereby waives any rights now or remaining provisions hereof and any such prohibition or uneniorceability in any hereafter conferred by statute or otherwise which may require Lessor to sell,lease or jurisdiction shall not invalidate or render unenforceable such provision in any other otherwise use any Equipment in mitigation of Lessors damages or which may iursdiction, otherwise limit or modify any of Lessors rights or remedies.Fair Market Value of the Equipment shall be determined on the basis of and shall W the aggregate amount 16-7 Signed Counterparts, The parties agree that this Lease may be signed in which would be obtainable at the expiration of the Lease Term of any extension counterparts,that delivery of an executed counterpart of the signature page w this thereof in an arm's-length transaction between an informed and willing buyeduser Lease by fax,email or other electronic means shall be as effective as delivery of a and an informed and willing seller under no compulsion to sail. 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 15.LESSEE'S WAIVERS.To the extent permitted by applicable law,Lessee hereby validity, enforceability or binding effect of this Lease. Notwithstanding any other waives any and ad rights and remedies conferred upon a Lessee try Section 10-508 provision of this Lease,the sole original of this Lease shall be the Lease bearing the through 10-522 of the Cal.Com.Cade,inducting but not limited to Lessee s lights 10'. stamped or manually executed signature of the Lessor, The Lessee,by making any (i)cancel this Lease;(ti repudiate this Lease;(in)reject the Equipment (iv)revoke payment required under this Lease ratifies all of the terms of this LeasetAgreement, acceptance of the Equipment;(v)recover damages from Lessor for any breaches of womanly or for any other reason:(A)a security interest in the Equipment in Lessee's 16.8 Registration and License. Lessee shall perform and pay for the titling, possession a control for any reason: (vit)deduct all or any part of any claimed registration and licensing(if required by applicable law)of any items of Equipment in damages fesolting from Lessors default,a any,under this Lease:(viip accept partial the Lessor's name and all inspections of such items of Equipment which may be delivery of the Equipment: (ix) 'cover by making any purchase or lease of or required by any governmental authority unless such fees and taxes shall be included contract to purchase or lease Equipment in substitution for those due from Lessor; in the paymem as shown on the Equipment Schedule applicable to any such items of (x) recover any general, special, incidental of consequential damages, for any Equipment, reason whatsoever; and(xi)specific performance, replevin,detinue,sequestration, claim and delivery of the like for any Equipment, 16.9 Involuntary Transfer Constitutes Default. Lessee shall Trot create, incur, assume or suffer to exist any mortgage. lien, pledge or other encumbrance or 16 MISCELLANEOUS attachment of any kind whatsoever upon,affecting or with respect to the Equipment or this Master Lease of any of Lessors Interest thereunder. 16.1 No Waiver. No omission or delay by Lessor at any time to enforce any right or remedy reserved to it.or W require performance of any of the terms,covenants or 16.10 Statute of Limitations.Any action by Lessee against Lessor for any default provisions hereof by Lessee at any time designated,shall be a waiver of any such by Lessor under this Lease, including breach of warranty or indemnity, shall be right or remedy to which Lessor is entitled,nor shall it in any way affect the right of commenced within one year after any such cause of action accrues. Lessor to enforce such provisions thereafter. 16.11 Waiver of Jury Trial:Consent to Jurisdiction,etc. 16.2 Binding Nature. Each Equipment Schedule shall be binding upon,and shall (a)In any litigation in any court with respect to,in connection with,or arising out of inure to the benefit of Lessor, Lessee and their respective successors, legal this Master Lease, or any agreement executed in connection herewith, THE representatives and assigns. LESSEE HEREBY,to the fullest extent it may effectively do so,WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. THE LESSEE 16.3 Survival of Obligations. All agreements. represenlabons and warranties AGREES THAT THIS SECTION 16.11 IS A SPECIFIC AND MATERIAL ASPECT contained in this Master Lease, any Equipment Schedule or in any document OF THIS MASTER LEASE. delivered pursuant hereto or in connection herewith shall be for the benefit of Lessor (b)The Lessee hereby Irrevocably consents to the jurisdiction of the courts of the and any assignee and shall survive the execution and delivery of this Master Lease State of California and of any Federal Court located in the County of Orange in and the expiration or other termination of this Master Lease- connection with any action of proceeding arising out of or relating to this Master Lease or any agreement exerted in connector, herewith or any document or 16.4 Notices. Any notice, request or other Communication to either pally by the instrument delivered pursuam to this Master Lease.The Lessee hereby waives.to other as provided for herein shall be given in writing and only shall be deemed the fullest extern R may effectively do so.the defenses of forum non mnveniens and received upon the earlier of receipt or three days after marling if mailed postage improper venue. prepaid by regular or airmail to Lessor or Lessee, as the case may be, at the address for such party set forth in this agreement or at such changed address as 16.12 Entire Agreement. Lessor and Lessee acknowledge that there are no may be subsequently submitted by written notice of either parry agreements or understandings, written or oral. between Lessor and Lessee with respect to the Equipment, other than as sal fond herein and in each Equipment 16.6 Governing Law. This Lease shall be governed! by and construed in Schedule and that this Master Lease and each Equipment Schedule contains the accordance with,the laws of the Slate of Caliiomia, entire agreement between Lessor and Lessee with respect thereto. Neither this Master Lease nor any Equipment Schedule may be altered,modified,terminated or 16.6 Severability. In the event any one or more of the provisions of this Master discharged except by a writing signed by the party against whom such alteration. Lease andior any Equipment Schedule shall for any reason be prohibited or modification,termination or discharge is sought.By initialing in the space provided, unenforceable in any jurisdiction,any such provision shall,as to such)unsdiction,be Lessee acknowledges,this integration section. IN WITNESS WHEREOF,the parties hereto have executed this Master Lease on or as of the day and year first above written. SAMPLE NAME YAMAHA MOTOR CORPORATION USA. as Lessor as Lessee By: By: Print Name: Print Name: Title: Title: Vice President If Lessee is a Corporation,the Secretary of the Corporation is to execute the following: The Officer signing above is duly authorized,on behalf of the Company,to negotiate,execute and deliver the Master Lease Agreement dated as of January 1,2013 , and the Schedule(s) thereunder and all future Schedule(s)(the"Agreements")by and between the Company and(Yamaha Motor Corporation, U.S.A.);and these Agreements are binding and authorized agreements of the Company,enforceable in all respects in accordance with their terms. WITNESS MY HAND and the corporate seal of the Company this day of , SEAL Secretary Page 4 of 4 LSE0906 including reasonable attorneys'fees. Except as set forth in this Section and to the ineffective to the extent of such prohibition or unenforceatiMy without imakdaling the extent permitted by applicable law. Lessee hereby waives any rights now or remaining provisions hereof, and any such prohibition a unenforceability in any hereafter=Tarred by statute or otherwise which may require Lessor to sell,lease a jurisdiction shall not invalidate or render unenforceable such provision in any other otherwise use any Equipment in mitigation of Lessors damages or which may jurisdiction. otherwise limit a modify any of Lessor's rights or remedies.Fair Market Value of the Equipment shall be determined on the basis of and shall be the aggregate amount 16.7 Signed Counterparts, The parties agree that this Lease may be signed in which would be obtainable at the expiration of the Lease Term of any extension counterparts,that delivery of an executed counterpan of the signature page to this thereof in an arm's-length transaction between an informed and willing buyer/user Lease by fax,email or other electronic means shall be as effective as delivery of a and an informed and willing seller under no compulsion to self, manually executed counterpart, and any failure to deliver the original mantslly executed counterpart sent by fez.email of other electronic means shall not affect the 15.LESSEE'S WAIVERS.To the extent permitted by applicable law,Lessee hereby validity, enforceability or binding effect of this Lease, Notwithstanding any other waives any and as rights and remedies conferred upon a Lessee by Section 10-508 provision of this Lease,the sole original of this Lease shall be the Lease bearing the through 10.522 of the Cal,Com.Code,including but not limited to Lessee's rights to: stamped or manually executed signature of tbe Lessor. The Lessee,by making any (i)cancel this Lease;(ill repudiate this Lease;flit)reject the Equipment.(iv)revoke payment required under this Lease mules all of the terms of this LeaselAgreement. acceptance of the Equipment;(v)recover damages from Lessor for any breaches of warranty or for any other reason;(vh a security interest in the Equipment in Lessee's 16.8 Registration and License. Lessee shall perform and pay for the tieing, possession or control for any reason; (vii)deduct all or any part of any claimed registration and licensing(if required by applicable law)a any items of Equipment in damages resulting from Lessors default,9 any,under this Lease;(viii)accept partial the Lessor's name and all inspections of such items of Equipment which may be delivery of the Equipment; IN) 'cove(` by making any purchase or lease of or required by any govemmentat authority unless such fees and taxes shall be included contract to purchase or lease Equipment in substitution for those due from Lessor; in the payment as shown on the Equipment Schedule applicable to any such items of (x) recover any general, special, Incidental or consequential damages, for any Equipment, reason whatsoever;and(xi)specific performance, replevin,detinue,sequestration, claim and delivery of the like for any Equipment. 16.9 Involuntary Transfer Constitutes Default. Lessee shall not create, incur, assume or suffer to exist any mortgage, lien, pledge a other encumbrance or 16 MISCELLANEOUS attachment of any kind whatsoever upon,afteding or win respect to the Equipment a this Master Lease or any of Lessor's interest thereunder. 16.1 No Waiver, No omission or delay by Lessor at any time to enforce any right or remedy reserved to it,or to require performance of any of the terns,covenants or 16.10 Statute of Limitations.Any action by Lessee against Lessorfor any default provisions hereof by Lessee at any time designated.shall be a waiver of any such by Lessor under this Lease. including breach of warranty or indemnity, shall be right or remedy to which Lessor is entitled,nor shall it in any way allied the right of commenced within one year after any such cause of action accrues. Lessor to enforce such provisions thereafter, 16.11 Waiver of Jury Trial Contend:to Jurisdiction,etc. 16.2 Binding Nature. Each Equipment Schedule shag be binding upon.and shall (a)to any litigation in any cant with respect to.in connection with,a arising out of inure to the benefit a Lesser, Lessee and their respective successors, legal this Master Lease, or any agreement executed in connection herewith, THE representatives and assigns. LESSEE HEREBY,to the fullest extent it may effectively do so,WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION. THE LESSEE 16.8 Survival of Obligations. All agreements. representations and warranties AGREES THAT THIS SECTION 16.11 13 A SPECIFIC AND MATERIAL ASPECT contained in this Master Lease, any Equipment Schedule or in any document OF THIS MASTER LEASE, delivered pursuant hereto or in connection herewith shall be for the benefit of Leaser (b)The Lessee hereby irrevocably consents to the jurisdiction of the courts of the and any assignee and shag survive the execution and delivery of this Master Lease State of California and of any Federal Court located in the County of Orange in and the expiration or other termination of this Master Lease- connection with any action or proceeding arising out of or relating to this Master Lease or any agreement executed in correction herewith or any document or 16.4 Notices. Any notice, request or other communication to either parry by the instrument delivered pursuant to this Master Lease.The Lessee hereby waives,to other as provided for herein shall be given in venting and only shall be deemed the fullest extent it may effectively do so.the defenses of forum non convenient and received upon the eadior of receipt or three days after mailing If mailed postage improper venue. prepaid by regular or almost to Lessor or Lessee, as the case may be, at the address for such party set forth in this agreement or at such changed address as 16A2 Entire Agreement. Lessor and Lessee acknowledge that there are no may be subsequently submitted by written notice of either parry agreements or understandings, written or oral. between Lessor and Lessee with respect to the Equipment, other than as set forth herein and in each Equipment 16.5 Governing Law. This Lease shall be governed by and construed in Schedule and that this Master Lease and each Equipment Schedule contains the accordance with,the laws of"State of California. entire agreement between Lessor and Lessee with rasped thereto. Neither this Master Lease her any Equipment Schedule may be altered,modified,terminated or 16.6 Severabllky. In the event any one or more of the previsions of this.Master discharged except by a writing signed by the party against whom such alteration, Lease andror any Equipment Schedule shall for any reason be prohibited or modification,termination or discharge is sought.By inilialirg in the space provided, unenforceable in any jurisdiction,any such provision shall,as to such junsdichion,be Lessee acknowledges,this integration section. IN WITNESS WHEREOF,the parties hereto-have;executed this Master Lease on or as of the day and year first above written. SAMPLE NAME YAMAHA MOTOR CORPORATION, U.S.A. as Lessor as Lessee By: By: Print Name: Print Name: Title: Title: Vice President If Lessee is a Corporation,the Secretary of the Corporation is to execute the following: The Officer signing above is duly authorized,on behalf of the Company,to negotiate,execute and deliver the Master Lease Agreement dated as of January 1,2013 , and the Schedule(s)thereunder and all future Schedule(s)(the"Agreements")by and between the Company and(Yamaha Motor Corporation, U.S.A.);and these Agreements are binding and authorized agreements of the Company,enforceable in all respects in accordance with their terms. WITNESS MY HAND and the corporate seal of the Company this day of , SEAL Secretary Page 4 of 4 LSE0906 EXHIBIT A EQUIPMENT SCHEDULE# 6556555 Dated January 01,2013 I. This Schedule covers the following property("Equipment'): XX MODEL GOLF CARS 2. Location of Equipment: BUSINESS LOCATION NAME STREET ADDRESS CYPRESS,CA 90630 3. The Lease Terms for the Equipment described herein shall commence on January 01,2013 and shall consist of A 60 MONTH LEASE ENDING DECEMBER 2017. 4. Rental payments on the Equipment shall be due on the following schedule: Schedule of Payments: 60 MONTHLY PAYMENTS IN THE AMOUNT OF$1.00(APPLICABLE TAXES TO BE BILLED). STARTING JANUARY 2013 AND ENDING DECEMBER 2017. DUE.THE 1ST DAY OF THE MONTH AS FOLLOWS: Jan-13$1.00 Jan-14$1.00 Jan-15$1.00 Jan-16$1.00 JW-17$1.00 Feb-13$1.00 Feb-t4$1.00 reb-15$1.00 Fetr16$1.00 Feb-17$140 Mar-13$1.00 Mar-14$1,00 Mar-15$1.00 Mar-16$1.D0 Mar-17$1.00 Apr-13$1.00 Apr-14$1-00 Apr-15$1.00 Apr-16$140 Apr-17$1.00 May-13$1.00 May-14$1.00 May-15$1,00 May-16$1.00 May-17$1.D0 3u 13$1.00 Jun-14$1.00 Jun-15$1.00 Jun-16$1.00 1un-17$1.00 Jul-13$1.00 Jul-14$1.00 Jul-15$1.00 Jul-16$1.00 Jul-17$1.00 Auga3$1.00 Aug-14$1.00 Aug-15$1.00 Aug-16$LD0 Aug-17$L00 Sep-13$1.00 Sep-14$1.00 Sep-IS$IA0 Sep-16$1.00 Sep-17$1.00 Oct-13$1.00 Oct-14$1.00 Oct-is$1.00 Ott-16$1.00 Oct-17$1.00 Nav-13$1.00 Nov-14$1.00 Nov-15$1.00 Nov46$1.00 Nov-17$1.00 Dec-13$1.00 Dec-14$1.00 Dec-15$1.00 Dec-16$1.00 Dec-17$1.00 5. Other Terms: Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment leased pursuant to section 6.2 of the Master Lease Agreement. Yamaha is not obligated to perform or provide any service,under any circumstances under the terns of the lease agreement. Service is the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent with the terms of the Master Lease Agreement shall not relieve Lessee of the responsibilities under the Master Lease Agreement. Signed Counterparts: The parties agree that this Lease may be signed in counterparts,that delivery of an executed counterpart of the signature page to this Lease by fax,email or other electronic means shall be as effective as delivery of mamtally 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 lease. Notwithstanding any other provision of this I..ease,the sole original of this 1-ea.5e shall be the Lease bearing the manually executed signature orthe lsssor. The I..essec,by making any payment required under this Lease mtifios all of the tams of this Lease/Aereement. Master Lease: This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Master Lease dated ,January 01,2013 . All or the terns and conditions, representations and warranties of the Master Lease are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule and this Equipment Schedule constitutes a separate lease with respect to the Equipment described herein. LESSEE: SAMPLE NAME LESSOR:YAMAHA MOTOR CORPORATION, U.S.A. By: By: Signature Signature Type or Print Name: Name: Type or Print Title: Title: vice President EXHIBIT A EQUIPMENT SCHEDULE# 6555555 Dated January 01,2013 L This Schedule covers the following property("Equipment"): XX MODEL GOLF CARS 2. Location of Equipment: BUSINESS LOCATION NAME STREET ADDRESS CYPRESS,CA 90630 3. The Lease Terms for the Equipment described herein shall commence on January 01,2013 and shall consist of: A 60 MONTH LEASE ENDING DECEMBER 2017. A. Rental payments on the Equipment shall be due on the following schedule: Schedule of Payments: 60 MONTHLY PAYMENTS IN THE AMOUNT OF$1.00(APPLICABLE TAXES TO BE BILLED). STARTING JANUARY 2013 AND ENDING DECEMBER 2017. DUE THE 1ST DAY OF THE MONTH AS FOLLOWS: JawO$1.00 Jan-14$LD0 lands$1-00 Jand6$1.00 Jan-17$1.00 Feb-13$1.00 Feb-14$1.00 Feb-15$1.00 Feb-16$1.00 Feb-17$1.00. Mar-13$1.00 Mar-14$1.00 Mar.15$1.00 Mar-16$L00 Mar-17$1.00 Apr-13$1.00 Apr-14$1.00 Apr15$L00 Apr-16$L00 Apr-17$1.00 May-13$1.00 May-14$1.00 May-15$1,00 May-16$1.00 May-17$1,00 Jun-13$1.00 Jun.14$1.00 Jun-15$1.00 Jun-16$1.00 Jun-17$1.00 Jul-13$1,00 301-14$1.00 Jul-15$1,00 Jul-16$1.00 Jul-17$L00 Aug-13$1.00 Aug-14$1.00 Aug-15$1-00 Aug-16$1.00 Aug-17$1.00 Sep-13$1.00 Sep-14$1.00 Sep-15$1-00 Sep-16$1.00 Sep-17$1.00 Oct-13$1.00 OCP14$1.00 Oct-is$1.00 Oct-16$I.00 W-17$1.00 Nov-13$1.00 Nov-14$1,00 Nov-15$1.00 Nov-16$1.00 Nov-17$1.00 0ec43$1.00 Dec-14$1,00 Dec-15$1.00 Dec-16$1.00 DEC-17$1.00 5. Other Terms: Lessee agrees to reimburse Lessor, who shall pay any assessed property taxes due on the equipment leased pursuant to section 6.2 of the Master Lease Agreement. Yamaha is not obligated to perform or provide any service,under any circumstances under the terms of the lease agreement. Service is the responsibility of the Lessee. Failure by Lessee to maintain or service the equipment consistent with the terms of the Master Lease Agreement shall not relieve Lessee of the responsibilities under the Master Lease Agreement, Signed Counterparts: The parties agree that this Lease maybe signed in counterparts.that delivery of an executed counterpart of the signature page to this Lease 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,enfomc iihility or binding eiTeci ofthis lease. Notwithstanding any other provision of this Lease,the sole original of this Lease shall be the Lease hearing the manually executed signature of the lessor. The Lessee,by making any payment required under this lease ratifies all of the temis of this LeaselAereement. Master Lease: This Equipment Schedule and Acceptance Guidelines are issued pursuant to the Master Lease dated January 01,2013 . All of the terms and conditions, representations and warranties of the Master Lease are hereby incorporated herein and made a part hereof as if they were expressly set forth in this Equipment Schedule and this Equipment Schedule constitutes a separate lease with respect to the[equipment described herein. LESSEE:: SAMPLE NAME LESSOR:YAMAHA MOTOR CORPORATION, U.S.A. By: By: Signature Signature Type or Print Name: Name: Type or Print Title: Title: Vice President CERTIFICATE OF ACCEPTANCE This certificate is executed pursuant to Equipment Schedule No. 5555555 dated January 01,2013 to the Master Lease Agreement dated January 01, 2013 between Yamaha Motor Corporation, U.S.A. (the"Lessor")and SAMPLE NAME (the"Lessee"). The Lessee hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Lessee on the Commencement Date shown below. EQUIPMENT SERIAL QUANTITY TYPE/MODEL NUMBER NEWIUSED LOCATION XX MODEL GOLF CARS SeB NEW BUSINESS LOCATION NAME Attachment STREET ADDRESS CYPRESS,CA 9DB30 ADDITIONAL CONDITIONS/SPECIAL TERMS: Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment. SAMPLE NAME as Lessee By: Name: Title: CERTIFICATE OF ACCEPTANCE This certificate is executed pursuant to Equipment Schedule No. 5555555 dated January 01,2013 to the Master Lease Agreement dated January 01,2013 between Yamaha Motor Corporation, D.S.A. (the"Lessor")and SAMPLE NAME (the"Lessee"). The Lessee hereby certifies that the Equipment set forth below, as also described in the above Equipment Schedule, has been delivered and accepted by the Lessee on the Commencement Date shown below. EQUIPMENT SERIAL QUANTITY TYPEIMODEL NUMBER NEWIUSED LOCATION XX MODEL GOLF CARS SeB NEW BUSINESS LOCATION NAME Attachment STREET ADDRESS CYPRESS,CA 90630 ADDITIONAL CONDITIONS/SPECIAL TERMS: Please return this certificate as your acknowledgment of the above Commencement Date and acceptability of the Equipment. SAMPLE NAME as Lessee By: Name: Title: YAMAHA MOTOR CORPORATION, U.S.A. COMMERCIAL CUSTOMER FINANCE 6555 Katella Avenue, Cypress, CA 90630 (800)551-2994, Fax (714) 761-7363 E-MAIL: Donna_Hennessy@yamaha-motoccom NAME OF INSURANCE AGENT: January 1,2013 ADDRESS: Please Reference our Quote# 5555555 PHONE: FAX: RE: BUSINESS LOCATION NAME (Customer) Account# The Customer has leased or will be leasing equipment from Yamaha. The Customer is required to provide Yamaha with the following insurance coverage: "Ail Risk" Property Insurance covering the property owned by or in which Yamaha has a security interest, in an amount not less than the full replacement cost of the property, with Yamaha named as LOSS PAYEE. Public Liability Insurance naming Yamaha as an ADDITIONAL INSURED with the proceeds to be payable first on the behalf of Yamaha to the extent of its liability; if any. The amount of the Public Liability Insurance shall not be less than $1,000,000.00 combined single limit. Each policy shall provide that: (i)Yamaha will be given not less than thirty(30)days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore. A Certificate evidencing such coverage should be mailed to Yamaha at the following address. Yamaha Motor Corporation, U.S.A. Attn: Commercial Customer Finance 6555 Katella Ave Cypress, CA 90630 Your Prompt attention will be appreciated. Very Truly Yours, Equipment Covered: XX MODEL GOLF CARS SAMPLE NAME(Name of Debtor/Lessee) By: Equipment Location: (Signature of Authorized Officer) STREET ADDRESS CYPRESS, CA 90630 Title: YAMAHA MOTOR CORPORATION, U.S.A. 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: January 1, 2013 ADDRESS: Pease Reference our Quote# 5555555 PHONE: FAX: RE: BUSINESS LOCATION NAME (Customer)Account# The Customer has leased or will be leasing 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. Public Liability Insurance naming Yamaha as an ADDITIONAL INSURED with the proceeds to be payable first on the behalf of Yamaha to the extent of its liability, if any. The amount of the Public Liability Insurance shall not be less than$1,000,000.00 combined single limit. Each policy shall provide that: (i)Yamaha will be given not less than thirty(30)days prior written notice of cancellation or non-renewal, Ili) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (III) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore. A Certificate evidencing such coverage should be mailed to Yamaha at the following address. Yamaha Motor Corporation, U.S.A. Attn: Commercial Customer Finance 6555 Katella Ave Cypress,CA 90630 Your Prompt attention will be appreciated. Very Truly Yours, Equipment Covered: XX MODEL GOLF CARS SAMPLE NAME (Name of Debtor/Lessee) By: Equipment Location: (Signature of Authorized Officer) STREET ADDRESS CYPRESS, CA 90630 Title Raised 07,'(",Page 1 a4 UNIFORM SALES&. USE TAX CF.RTIFICA'I'&—MLILI'IJURISDICI'10N ']'he below-listed states have indicated that this fimn of certificate is acceptable,subject to the notes on pages,2-d. Am issuer and the recipient have the responsibility of domanining the proper use of this c'ertficate under app1ictible haws in each state,as those may change from time to lime. Issued to Seller: YAMAHA MOTOR CORPORATION,U.S.A. Address: 6656 KATELLA AVENUE CYPRESS,CA 90630 1 certify that: is cngaged as it registered Nanne of Firm(Brayed: Wholesaler Retailer Address Manufacbrrer Seller(Califomta) -------------------------------- I;'a60r(see note. Mt pages'--1) —._.________....._......____..___.._.........._..... Other(Sperify) _......._____ and is registered with the below listed states and cities within which your firm would deliver purchases to in and that any such purchases ate for wholesale,resale,ingredients or components of a new product or serviced to be resold,leased,or rented in the nomml course of business.We am,in die business of wholesaling,retailing,monnfscluung,leasing(reacting)the lbllowing: Description of Basics: General description of tangible property or taxable services to be paachawd fionh die seller: ----__-------_—_----_---- State State Registration,Sellers State State Registration,Seller's Peanut,or ID Number Peanut,or 11)Numbor of Purchaser olTurchaser MOrs< AR NE CAh ....................................................................... NI t70 NM .......... ...................._......... ...... ..._.._..__. .,.........,........__... (717' NC's DC'- ND FL ..... __.. OHS. ...... GA' OK� HI PA., 1D Rl Il.. SC IA SD K.S, ,___.___ „_.,..._._.. .,,,__,_....., 1N __... __...._..._ .__._....._.............. KY'a T'X" ME% UT MI MN " Wlzi I!hatter certify that if any property or s, niw so purchased tat free is used or consumed by the lion as to make it subject to a Salts or Use 'I'm we will pay the tie due directly to the proper taxing authority when state law so provides or inform the seller fir added tat billing. Thor certificate shall be a part of each order which we may hereafter give to you, unless otherwise specifj4 and shall be valid until canceled by us in writing or revoked by die city or state. Under penalties of perjury,[swear or affirm that the information on this form is true and aorect ns to every mamiai matter. Authorized Signature .. Title: aaw YAMAHA MOTOR CORPORATION, U.S.A. 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: January 1,2013 ADDRESS: Please Reference our Quote# $555555 PHONE: FAX: RE: BUSINESS LOCATION NAME (Customer)Account# The Customer has leased or will be leasing 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. Public Liability Insurance naming Yamaha as an ADDITIONAL INSURED with the proceeds to be payable first on the behalf of Yamaha to the extent of its liability,,if any. The amount of the Public Liability Insurance shall not he less than$1,000,000.00 combined single limit. Each policy shall provide that: (i)Yamaha will be given not less than thirty(30)days prior written notice of cancellation or non-renewal, (ii) it is primary insurance and any other insurance covering Yamaha shall be secondary or excess of the policy and (iii) in no event shall the policy be invalidated as against Yamaha or its assigns for any violation of any term of the policy or the Customer's application therefore. A Certificate evidencing such coverage should be mailed to Yamaha at the following address. Yamaha Motor Corporation, U,S.A. Attn: Commercial Customer Finance 6555 Katella Ave Cypress, CA 90630 Your Prompt attention will be appreciated. Very Truly Yours, Equipment Covered: XX MODEL GOLF CARS SAMPLE NAME (Name of Debtor/Lessee) By: Equipment Location: (Signature of Authorized Officer) STREET ADDRESS CYPRESS, CA 90630 Title Revised M000.Pike I of 4 UNIFORSI SAI,FS& USETAX CEKI IFICArE—11UCRJURISDIC110S The below-listed slam have indicated that this form of certificate is acceptable,subject to the notes on papci;2-4. The issuer and the recipient have the rua p,n:nbility of dvtemmining the proper nsw of this vmfificete under applicable laws in each state,us these may chartge from time to time. ]saw to Seller: YAMAHA MOTOR CORPORATION, U.S.A. Address: 6555 KATELLA AVENUE CYPRESS, CA 90630 1 cedify that is engaged as a registered Name of Firm(Buyer): Wholesaler Retailer Address Manufacturer Seller(Cahfomia) lassor(see notes at pages 2-4) Other(Specify) _ .__ mid is registered with the below listed states and cities within which your firm would deliver purchases M us and that airy such purchases are for wholesale,resale,ingredients or components of a new product or service! to be resold,leased,or rented in the netmal course of business,We are to die business of wholesaling,retailing,manufachning,leasing treating)the following. Description of Business: Creneral deseupfion of tangible property or taxable services to be purchased from the seller: State State Registrafion,Seller's Stare State Registrafion,Sellels permit or ID Number permit,or ID Number z ofpurcltnser rr ofparchascr � _ AR NE AZ12 __.. NV CAI NJ 1.15 c0 NM Ln'rI-as N& Ill., ND FT ----------- OH16 ._..__. CA' OK III'a pAzs rr ID18 RI U. ----- SCIs -- ----- IA -- SD -- '— --- KS R TN KY TXms ME99 UT MR, NITS — --- Ml WA MN Wei 1 tirUmer certify that if any property or service so purchased tax free is used or committed by the firm as to make it subject to a Sales or Use Tex we will pay the tax due directly to the proper taxing authority when state law so provides or inform the seller for added tax billing. This certificate shall be a part of each order which we may hereafter give to you, unless otherwise specified, and shall be valid until canceled by us in wrifing or revoked by the city or state. Under penalties of perjmy,I swear or affirm that the information on this form is true and correct as to every material matter. Authorized Signature: .........----_ Title: Date: Revised 0712000,page 144 UNII+ORM SALES&USE TAX CERTIFICXI'E—MLIL'IIJITRISI)ICTION The below-listed stater have indicated that this form of afi ficate is acceptable,subject to the notes on pages,2•d. The issuer and the recipient have the responsibility of determining the proper u€c of this ctirhficato wider applicable laws in each state,as these may change from time to time. Issued to seller: YAMAHA MOTOR CORPORATION, U.S.A. Address: 6566 KATELLA AVENUE CYPRESS, CA 90630 1 certify that is engaged as aregistered Name of Firm(Buyer): Whotmader Retailer Address Manufacturer Seller(California) -------- ___.__._______..___..__________......__... Logger(see notes on pages 2•'p Other(Specify) and is registered with the below listed states and cities within which your firm would deliver purchases to us and that any such purchases arc for wholesale,resale,ingredients or oomponods of a new product or servicel to be resold,!treed,or rented in the noun al course of business.We are in the business of wholesaling,retailing,manufacturing,leasing(renting)the following: Description of Susiness: General description of hingible property or taxuble services to be purchased from the seller: State State Repistration,Sellers State State Registration,Sellers permit,or ID Number permit,or ID Maribor of Purcharm ro of purchaser AL` MG AR NE CAi NI ids „__, ,_,.,_.,.,._„_ ----------- CO .. ..,_-...-. NN[ ....... ................ ..................... CT' "--- NL.a DC: ND Fl, ...._ .... 01I'; GA' OK III pA27 1D IL _. SC .......... ................_........_- SI) KS as --------------_,......._ ____.......... ................ KY 7'Nr' ME 10 [ir MI12 MN W121 I&rther oertily that i f any property or service-so purchased tax free is used or conswnvd by die first as to make it subi Let to a Sales or Use Tax we will pay the tax due directly to the proper taxing authority when state law so provides or inlbrm the seller for added tax billing. This certificate shall be a part of each order which we may hercaller give to you,unless otherwise specified, and shall be:valid until canceled by its in writing or revoked by the city or grate. Under pomldes of parjury,I swear or affirm that the information on this fort is no and cort"I u to every material matter. Authorized Signature, ._- 1'itfe: Date: PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 INVOICE NUMBER: MAN 5555555 Date Prepared:011112013 SAMPLE NAME XXXX STREET XXXXXX CITY, CA 90630 Due Date quote No Description Amount Due 5555555 XX MODEL GOLF CARS for Lease Cars located at:BUSINESS LOCATION NAME 011112013 Payment $1.00 Payment Tax $0.00 YOUR ACCOUNT BALANCE IS------------- -- $1.00 Please return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Customer Finance AT 1.800-561-2994. ---------- ---------------------------------------------------- PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago, IL 60689-5333 INVOICE NUMBER MAN 5555555 Date Prepared: 011112013 Payment for: SAMPLE NAME XXXX STREET XXXXXX CITY, CA 90630 5555555 S # Quote Number Amount Paid Date Paid Check Number PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR CORP., U.S.A. 3362 Momentum Place Chicago,It.60689-6333 INVOICE NUMBER: MAN 5555555 Date Prepared:011112013 SAMPLE NAME XXXX STREET XXXXXX CITY,CA 90630 Due Date Quote No Description Amount Due 5555555 XX MODEL GOLF CARS for tease Cars located at:BUSINESS LOCATION NAME 011112013 Payment $1.00 Payment Tax $0.00 YOUR ACCOUNT BALANCE/S-- ------ $1.00 Please return the bottom portion with your remittance. Include the lease number on your check. FOR BILLING QUESTIONS, CALL YAMAHA Commercial Customer Finance AT 1-800-851-2994, -------------------------------------------------------------- ri a'° T PLEASE SEND YOUR PAYMENTS TO: YAMAHA MOTOR CORP.,U.S.A.ll a 3362 Momentum Place Chicago,IL 60689-6333 INVOICE NUMBER MAN 5555555 Date Prepared: 01/1/2013 Payment for: SAMPLE NAME XXXX STREET XXXXXX CITY,CA 90630 5555555 $ # Quote Number Amount Paid Date Paid Check Number 2.S. APPROVE A FOUR YEAR LEASE WITH YAMAHA GOLF CART COMPANY FOR CERTAIN ANCILLARY VEHICLES AT THE PALM SPRINGS TAHQUITZ CREEK MUNICIPAL GOLF COURSE: RECOMMENDATION: 1) Approve a four (4) year lease with Yamaha Golf Cart Company in the amount of$602.20 per month plus taxes and fees for 2 beverage carts, 1 range picker, 1 shuttle and 4 player assistant carts; and 2) Authorize the City Manager to execute all documents to effectuate lease subject to review and approval by the City Attorney. A MATERIALS TO FOLLOW Item No. 2 * Se