2008/02/13 Council Agenda Packet

PFG Golf A Division of Information Leasing Corporation MASTER LEASE AGREEMENT dated as of May 20th ,2003 by and between PFG Golf Lessor: (A Division Information Leasing Corporation) and Lessee:Everett Golf Management 995 Dalton Ave, 8221 Old Courthouse Road Cincinnati,OH 45203 Suite 350 Phone: (513)632-1706 Vienna,VA 22182 LEASE. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the personal property including intangibles (the"Equipment") described in one or more Rental Schedules (herein called "Schedule(s)")to this Master Lease Agreement. Each such Schedule incorporates by this reference, the terms and conditions set forth in this Master Lease Agreement and constitutes a separate lease(the"Lease"). The lease of Equipment under each Lease shall be for such term and such rents as may be agreed to by execution of the Schedules, and this Master Lease Agreement shall control and be effective as to all such Schedules,the same as though set forth therein unless expressly amended or modified in writing for particular Schedules. The term"Equipment" as used in this Master Lease Agreement shall refer to items leased under all Schedules and the terms hereof, unless expressly amended or modified in writing, shall apply equally to all such Equipment. By signing this Lease Lessee acknowledges that Lessee has read and understands the TERMS AND CONDITIONS OF THIS LEASE, that this Lease becomes effective only upon written acceptance by an authorized employee of Lessor, that Lessee v agrees this is a net lease, . : . -• . - - . _• -a• . a• • -• e• . -=-: .• . _` ......• •- 3 .•••• t Lessee agrees that it will use the Equipment only for business purposes,that the person signing this Lease has the authority to sign this Lease and to grant the POWER OF ATTORNEY set forth in paragraphs 12 and 13 of this Lease,that Lessee acknowledges it entered into this Lease rather than to purchase the Equipment for a total cash price. 1. NO WARRANTIES. LESSOR IS LEASING THE EQUIPMENT TO THE LESSEE "AS-IS". LESSEE ACKNOWLEDGES THAT THE LESSOR DOES NOT MANUFACTURE THE EQUIPMENT, LESSOR DOES NOT REPRESENT THE MANUFACTURER OR THE SUPPLIER,AND LESSEE HAS SELECTED THE EQUIPMENT AND SUPPLIER BASED UPON LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, NOR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE FOR AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAL, OR INDIRECT. LESSEE AGREES THAT NEITHER SUPPLIER NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF SUPPLIER IS LESSOR'S AGENT OR HAS ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. LESSOR TRANSFERS TO LESSEE FOR THE TERM OF THIS LEASE ANY WARRANTIES MADE BY THE MANUFACTURER OR SUPPLIER UNDER A SUPPLY CONTRACT. 2.ORDERING EQUIPMENT, DELIVERY AND ACCEPTANCE. If Lessee entered into any purchase or supply contract with any supplier, Lessee assigns to Lessor Lessee's rights under the supply contract, but none of Lessee's obligations, except for the obligation to pay for Equipment If it is accepted by Lessee according to the terms of this Lease. If Lessee has not entered into a supply contract, Lessee authorizes Lessor to enter into a supply contract. Lessee shall arrange for the delivery of the Equipment to Lessee. Lessee shall inspect the Equipment immediately upon Lessee's receipt of the Equipment to determine if it is in good working condition. This Lease will begin on the date when the Equipment is delivered to Lessee. The Equipment will be deemed irrevocably accepted by Lessee upon the earlier of: (A)the date of delivery of the Equipment to Lessee unless Lessee notifies Lessor in writing, within 10 days after equipment delivery, of Lessee's non-acceptance or (B) the delivery to Lessor of a signed Certificate of Acceptance of Leased Equipment if requested by Lessor("Acceptance Date"). 3.TERMINATION BY LESSOR. Lessor shall have the exclusive option to terminate this Lease if within 90 days after Lessee has signed this Lease, the Equipment has not been delivered to Lessee, or Lessee has not accepted the Equipment as provided in paragraph 3. 4.TERM AND RENT. The term of this Lease commences upon the date on which the Equipment is delivered to Lessee (whether or not accepted) and ends upon the expiration of the number of months specified in the applicable Schedule under "Initial Term of Lease" after the Rental Commencement Date. Lessee authorizes Lessor to insert in the applicable Schedule as'Rental Commencement Date"the date when the Equipment is delivered to Lessee or any later date selected by Lessor. The Lessee shall pay as rent either i)the Total Rental Payment indicated on the front of this Page 1 of 6