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Lease-Copier-EGP-Fire Dept . b6 p,rc'4 ,i(?i `A,(-)—(c' 1 MUNICIPAL LEASE AGREEMENT LEASING COMPANY LEASE COMMENCEMENT MUNICIPAL LEASE NO. . DATE GOVERNMENTAL LESSEE INFORMATION SELLERNENDOR INFORMATION • FULL //0� ©/ /< c G)861:-. SELL.E,-bPP}(/'/! LEGAL NAME ( I`�y C ADDRESS / 2/e'' ,De? -' / CA/7— 5/// S. OC,C,4�/,l)62 �_ . ' BILLING DR5 E 71k(fittbl 1k CITY ST ZIP CI �c 4 6 COUNTY 6 STAT_- ZIP � / ! 7(i ES4/ J /741--/,‘" PHONE sl6'i ��f i`C7 / SEND INVOICE TO PHONE / / ATTENTION OF 1044 X3 7" -yyz3 NUMBER&AMOUNT OF.LEASE PAYMENTS The original term of this lease shall be months • EQUIPMENT DESCRIPTION / plus such renewals or extensions as may be agreed upon from time to time. EQUIPMENT LOCATION The monthly rental payments(exclusive of applicable sales or properly taxes it any) • , shall be as follows: IF NOT SAME AS ABOVE / / ,[J/f'��'"/ CITY COUNTY STATE ZIP / $ /as' 3• (L/ per month for the first `—6 o }-_ months. • �' (Plus applicable sales taxes,if any) QUANTITY MAKE,MODEL NO.SERIAL NO. / $ per month for the following months. / ,rA Zr--�0 310,/?(914 (Plus applicable sales taxes,if any) / ,( S2A,c1. 4704-57 I �J/ZL AI) /_ ?7o/ O O Self • ured Yes No APR ■ / // tGt 6 C}�l�iv S/ Lessor is authorized to insert detailed description adding model and se,al numbers,accessories and p-•s. Non-Cancelable Lease.This lease cannot be canceled or termin= ed except as expressly provided h> ein_ The undersigned Lessor hereby agrees to tease to the undersigned Lessee,and Lessee hereby agrees to le-se and rent from the Lessor,the equipment and personal property above described(or in the schedule,if any,annexed)with all repl-cement parts,repairs,additions,and accessori> incorporated therein and/or affixed thereto(collectively referred to as the"Equipment"and/or"Property")subject to the terms an conditions stated below and on the reverse side h,reof. 1.TERM and PAYMENTS:ACCEPTANCE OF PROPERT .Subject to the con- Lessee,at all times kee•• g the Equipment free from any legal process or encum- ditions hereinafter stated and on the reverse side hereof,th' lease shall be for the brance whatsoever,includ g but not limited to liens,attachments,levies and exe- term above stated,commencing with delivery of the Equip, ent described above to cutions,and shall give Less immediate written notice thereof and shall indemnify Lessee or to an agent of Lessee,which shall be evidenc=• by Lessee's execution Lessor from any loss caused ereby.Lessee shall not so affix the Equipment to of a Certificate of Acknowledgement and Acceptance of eased Equipment made a realty so as to change its natur to real property and agrees that the Equipment part of this Agreement,as further proof of such comme cement.Upon delivery of shall remain personal property at II times regardless of how attached or installed. the Certificate of Acknowledgement and Acceptance, essee has no right to Lessee shall keep the Equipment the location shown above,and shall not revoke,reject or repudiate the Equipment.Lessee a• ees to pay the total rental for remove the Equipment without the nsent of the Lessor. the term,which shall be the total amount of all renta payments stated above.All monthly payments of rental shall be payable on the commencement date of this 2.TAXES.While subject to this lea and in addition to the payments to be lease and on the same day of each month thereafter and sent to the address made pursuant to Paragraph(1)hereof,Lessee agrees to indemnify and hold directed by Lessor,or its successors or assigns.Provided however,that neither the Lessor harmless from and against and to pay Lessor,as additional rent,on Lessee nor any political subdivision thereof shall be obligated to pay any sums due demand an amount equal to all license,assessments, sale,use,real or personal to Lessor hereunder from ad valorem taxes.The rental payments hereunder shall property,gross receipts or other taxes„levies,imposts,duties or charges,if any, be absolute and unconditional without abatement,set-off,or counterclaim. whether imposed at the inception or during the lease term,together with any penal- ties,fines or interest thereon imposed against or on Lessor,or the Equipment by Lessee intends the rental payments hereunder to be absolutely net to Lessor,and any governmental authority upon or with respect to the Equipment or the purchase, Lessee shall comply with the laws with respect to,and shall pay all taxes,license ownership,rental,possession,operation,return or sale of,or receipt of payments and registration fees,and similar charges imposed on the ownership,possession, for the Equipment,except any Federal or State income taxes,if any,payable by or use of the Equipment during the term of this lease and shall pay all taxes Lessor.Lessee may contest any such taxes prior to payment with due diligence imposed on Lessor or Lessee with respect to the rental,payments and leasing of and by appropriate proceedings provided such contest does not involve any the Equipment,except Federal or State net income taxes imposed on Lessor. adverse risks to Lessor's interest hereunder. The Equipment identified herein shall be purchased from such vendors as are 3.LESSEE'S COVENANTS and REPRESENTATIONS.Lessee covenants and selected by Lessee;provided,however that upon execution hereof Lessee shall represents as follows: thereby represent and warrant to Lessor that Lessee has executed a binding oblig- ation to purchase the Property.Such Property shall be delivered to the Lessee free (a)Lessee is a governmental entity and political subdivision of the state of and clear of all liens and encumbrances or interests of any party therein except the Florida,duly created and existing pursuant to the laws of the State of Florida,and interests of the Lessee and Lessor hereunder.The Lessee shall at all times keep has the full power and authority to enter into this Agreement and has taken all the Property free of any liens or encumbrances.Lessor shall not pay any monies appropriate steps to authorize the acquisition of the Property pursuant to this to the vendor or the Lessee for payment to the vendor until Lessee certifies to the Agreement and upon execution hereof by Lessee,this Agreement shall constitute Lessor that Lessee has accepted the Equipment hereunder. a legal,valid and binding obligation of Lessee,enforceable in accordance with its terms. Lessor shall at all times retain title to the Equipment.All documents of title and evi- dences of delivery shall be delivered to the Lessor.Lessee will not change or (b)All payments hereunder have been,and will be duly authorized and paid remove any tags,insignia,or lettering which is on the Equipment at the time of when due out of funds then on hand and legally available for such purpose.Lessee delivery thereof or which is thereafter placed thereon indicating Lessor's ownership will to the extent permitted by State law and other terms and conditions of this thereof,and at any time during the lease term,upon request of Lessor,will affix to Agreement,include in its budget request for each successive fiscal period during the Equipment in a prominent place, labels,plates,or other marking supplied by the Term of this Agreement a sufficient amount to permit Lessee to discharge all its Lessor stating.that the Equipment is owned by Lessor.Lessee shall at its expense obligations hereunder and Lessee has budgeted and available for the current fiscal period sufficient funds to comply with its obligations hereunder. protect and defend Lessor's title against all persons claiming against or through to use the Property for its intended purposes provided that such equipment or acces- (c)There are no pending or threatened lawsuits or administrative or other sories do not impair the value or utility of the Property.In that event all such equip- proceedings contesting the authority for,authorization or performance of,or the ment or accessories shall become the property of Lessor together with the Property. expenditure of funds pursuant to this Agreement. (b)Without the written consent of Lessor,Lessee shall not make any other (d) Information supplied and statements made by Lessee in any financial alterations,modifications or improvements to the Property except as required or per- statement or current budget prior to or contemporaneously with this Agreement are mitted hereunder.Any other alterations,modifications or improvements to the true and correct. Property shall immediately become part of the Property,subject to the provisions (e)Lessee has an immediate need for,and expects to make immediate use hereof.Without the prior written consent of Lessor,Lessee shall not affix or attach of,substantially all the Property,which need is not temporary or expected to dimin- any of the Property to any real property.The Property shall remain ish in the foreseeable future,and Lessee will not give priority or parity in the appro- personal property regardless of whether it becomes affixed or attached to real prop- priation of funds to the acquisition or use of any substitute property for purposes or erty or permanently rests upon any real property or any improvement thereon. functions similar to the Property's or for the procurement of services from a third party which services are substitute for the utilization of the Property by the Lessee. 7.DAMAGE TO OR DESTRUCTION OF PROPERTY.Lessee shall bear the entire risk of loss,damage,theft,or destruction of the Property from any and every (f)There are no circumstances presently affecting the Lessee that could cause whatsoever and no loss,damage,theft,or destruction of the Property shall reasonably be expected to alter its.foreseeable need for the property or adversely release Lessee from the obligation to pay the full amount of the rental payments or affect its ability or willingness to budget funds for the payment of sums due from any other obligation under this Agreement. hereunder. (a)In the event that all or any part of the Property is lost,stolen,destroyed or (g)Lessee's right to terminate this Agreement as specified in Paragraph 11 damaged beyond repair,Lessee shall replace the same with like Property in good hereof was not an independently bargained for consideration,but was concluded repair of like value at Lessee's sole cost and expense as soon thereafter as possible, solely for the purpose of complying with the requirements of the laws of the State in but in no event later than 60 days after such occurrence,and any such replacement which Lessee is located. . _ shall become subject to this agreement.Insurance proceeds received by Lessor with (h)Lessee has on hand and legally available,funds from sources other than respect to any such casualty shall be paid to Lessee if such Property is replaced by ad valorem taxes sufficient to make all payments due under this Agreement during Lessee as required hereunder. the current fiscal year of Lessee. 8,INSURANCE.Lessee shall,for the term of this Agreement,at its own expense, (i)The Lessee has reviewed its projected revenues and its expenses and rea- maintain comprehensive liability insurance with respect to the Property insuring sonably expects that it shall have on hand and legally available,funds from sources against such risks and in such amounts as are reasonably required by Lessor from other than ad valorem taxes sufficient so to timely make all payments as they time to time.In addition,Lessee shall,for the term of this Agreement,at its own become due under this Agreement during the Term hereof. expense maintain casualty insurance with respect to the Properly,insuring against customary risks with coverage at all times not less than the remaining Principal (j)Lessee shall make appropriations for payments for each fiscal period or Balance determined as of the end of Lessee's preceding fiscal year.All insurance periods only from sources of funds which are legally available to make payments policies shall be with insurers authorized to do business in the state where the under this Agreement,and from sources of funds other than ad valorem taxes. Property is located and shall name both Lessor and Lessee as insured as their respective interests may appear.Insurance proceeds from casualty losses shall be (k)All required public bidding procedures regarding the award of this payable to the Lessee and,at the option of the Lessee,shall be applied to either(a) Agreement and the selection and acquisition of the Property have been complied the replacement,repair or restoration of the Property or,(b)payment of Balance Due with by Lessee. Lessor(as defined hereafter).Lessee shall,upon request,deliver to Lessor evidence 4.USE and LICENSES..Lessee shall pay and discharge all operating expenses of the required coverages together with premium receipts.In the event Lessee fails, for any reason,to comply with the requirement of this Paragraph,Lessee shall and shall cause the Property to be operated by competent persons.Only Lessee indemnify and save harmless,and,at Lessee's sole expense,defend Lessor and its shall use the Property only for its proper purposes and will not install,use,operate or . agents,employees,officers and directors and the Property against all risk of loss not maintain the Property improperly,carelessly,or in violation of any applicable law, covered by insurance. ordinance,rule or regulation of governmental authority or in violation of any policy of insurance required pursuant to Paragraph 8 hereof,or in a manner contrary to the 9.INDEMNIFICATION.Lessee shall indemnify and save harmless Lessor and its nature of the Property or the use contemplated by its manufacturer.Lessee shall agents,employees,officers and directors from and,at Lessee's expenses,defend . keep the Property at the location stated on the certificate of Acceptance executed by Lessor and its agents,employees,officers and directors against all liability,oblige- Lessee upon delivery of the Property,until Lessor in writing permits its removal,and tions,losses,damages,penalties,claims,actions,costs and expenses(including but the Property shall be used solely in the conduct of the Lessee's operations.Lessee not limited to reasonable attorneys'fees)of whatsoever kind or nature which in any shall obtain,at its expense,all registrations,permits and licenses,if any,required by way relate to or arise out of this Agreement or the ownership,rental,possession, law for the installation and operation of the Property.License plates used on the operation,condition,sale or return of the Property whether caused in whole or in part Property shall be issued to and in the name of the Lessee.If a certification of title is by Lessor's fault.All amounts which become due from Lessee under this Paragraph issuable with respect to the Property,it shall be delivered to the Lessee showing title 9 shall be credited with any amounts received by the Lessor from insurance provided to be in the Lessee. by the Lessee and shall be payable by the Lessee within thirty(30)days following demand therefore by Lessor and Lessee's obligations under this Paragraph 9 shall 5.MAINTENANCE.Lessor shall not be obligated to make any repairs or replace- survive the termination or expiration of this agreement. ments to the Property.At its own expense,Lessee shall service,repair and maintain the Properly in as good condition,repair,appearance and working order as when 10.NO REPRESENTATION OR WARRANTIES BY LESSOR.Lessee requests delivered to Lessee hereunder,ordinary wear and tear from proper use alone except- Lessor to purchase the Equipment from a seller(the'Seller—)and arrange for deliv- ed,and shall replace any and all parts thereof which may from time to time become ery to Lessee at Lessee's expense,which shall be deemed complete upon Lessee's worn out,lost,stolen,destroyed or damaged beyond repair or rendered unfit for acceptance.Lessor shall have no responsibility for delay or failure of Seller to deliver intended use,for any reason whatsoever,all of which replacements shall be free and the Equipment. THE LESSEE ACKNOWLEDGES THAT LESSEE HAS SELECTED clear of all liens,encumbrances and claims of others,and shall become part of this THE EQUIPMENT LEASED HEREUNDER PRIOR TO HAVING REQUESTED THE Property and subject to this Agreement.Lessor may,at its option,discharge such LESSOR TO PURCHASE THE SAME FOR LEASING TO THE LESSEE,AND costs,expenses and insurance premiums necessary for the repair,maintenance,and LESSEE AGREES THAT THE LESSOR HAS MADE AND MAKES NO REPRE- preservation of the Property and all sums so expended shall be due from Lessee in SENTATIONS OR WARRANTIES OF ANY KIND OR NATURE,DIRECTLY OR addition to rental payments hereunder. INDIRECTLY,EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING THE SUITABILITY OF SUCH EQUIPMENT,ITS DURABILITY,ITS FIT- 6.ALTERATIONS. NESS FOR ANY PARTICULAR PURPOSE,ITS MERCHANTABILITY,ITS CONDI- (a)Lessee may,at its own expense,install or place in or on,or attach or affix TION,CAPACITY AND/OR ITS QUALITY,AND AS BETWEEN LESSEE AND to,the Property,such equipment or accessories as may be necessary or convenient LESSOR AND LESSOR'S ASSIGNEES,LESSEE LEASES THE EQUIPMENT"AS IS"AND"WITH ALL FAULTS".LESSOR AND LESSOR'S ASSIGNEE SHALL CERTIFICATE OF ACKNOWLEDGEMENT AND ACCEPTANCE OF LEASED EQUIPMENT SIGH!^r. URE Lessee hereby acknowledges receipt of the equipment described in its Lease with Lessor(the"Equipment'and accepts the Equipment after full inspection thereof as satisfactory for all purpo I-s of tote lease. THE ABOVE SIGNATORY AFFIRMS TH• EISHE IS A DULY AUTHORIZED OFFICIAL / OF THE GOVERNMENTAL LESSEE ABOVE. SIGNATURE (TYPE NAM F)brriti Jk / /S 7am\ 7 77 4 TITLE `6'4!/'GV 6e-C;(40-1(- W -( WITNESS SIGNATURE A lid*ir/4/WA_ DELIVERY$ACCEPTANCE DATE: `bVL0 A Q 1 kZ • / PRINT NAME&TITLE OF WITNESS ��, �� r♦ NOT BE LIABLE TO LESSEE FOR ANY LOSS,DAMAGE,OR EXPENSE OF ANY may in its sole discretion exercise any or all of the following remedies in addi- KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY ADJUSTMENT tion to any other remedies existing under law or in equity. THERETO,OR BY AN INTERRUPTION OF SERVICE OR LOSS OF USE THERE- OF,OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER,OR FOR (1)Accelerate all payments remaining due for the entire term of this CONSEQUENTIAL OR ANY INCIDENTAL DAMAGES HOWSOEVER CAUSED. Agreement,and enforce this Agreement by appropriate action to col- LESSOR MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR lect from general revenues of Lessee not arising from ad valorem tax- IMPLIED AS TO THE EQUIPMENT,ITS FITNESS FOR ANY PARTICULAR PUR- ation and which are otherwise legally available therefore amounts POSE,ITS MERCHANTABILITY OR ANY OTHER MATTER,NOR SHALL ANY due or to become due hereunder,by acceleration or otherwise. SUCH REPRESENTATION OF WARRANTY BY THE SELLER TO THE LESSEE (2)Terminate this Agreement, in which event,upon demand by Lessor the BE BINDING ON THE LESSOR NOR SHALL ANY SUCH BREACH RELIEVE following procedure(the'Remedy Procedures')shall apply: LESSEE OF OR IN ANY WAY REDUCE ANY OF THE LESSEE'S OBLIGATIONS (a)LESSEE RIGHT OF DISPOSITION. Lessee shall(i)immediately TO LESSOR AS SET FORTH HEREIN. THIS DISCLAIMER OF REPRESENTA- cease any use of the Property and cause the Property to be stored TIONS AND WARRANTIES AND LIMITATION OF LIABILITY SHALL APPLY in an appropriate place, (ii) use its best efforts at Lessee's WITH EQUAL FORCE AND EFFECT TO ANY CLAIMS OF ANY THIRD PARTY expense to dispose of the Property within 60 days from receipt of AGAINST LESSOR OR LESSOR'S ASSIGNEE.If the Equipment is not properly such written demand for an amount which shall approximate the installed,does not operate as represented or warranted by Seller or is unsatis- equipment's'Fair Market Value'(as defined hereafter) as deter- factory for any reason,Lessee shall make any claim or account thereof solely mined by a qualified appraiser.The proceeds from the sale of the against the Seller and shall nevertheless pay Lessor all rent payable under this equipment shall be forwarded directly to Lessor and applied to the lease. No representation or warranty as to the Equipment or any other matter by Balance Due Lessor. If the proceeds are less than the Balance the Seller or manufacturer to the Lessee shall be binding on the Lessor nor Due Lessor,the lessee shall pay the deficiency to Lessor. If the shall any breach by the Seller or manufacturer relieve Lessee of,or in any way proceeds exceed Balance Due Lessor, Lessee shall keep the reduce,any of the Lessee's obligations to the Lessor as set forth herein. Lessor overage. hereby assigns to Lessee,solely for the purpose of making and prosecuting any such claim,any rights it may have against the Seller for breach of warranty or (b)DELIVERY TO LESSOR. If Lessee fails or refuses to dispose of representation respecting the Equipment. Lessee understands and agrees that the Property within that 60 day period,the Lessee shall,at its neither the Seller nor any agent of the Seller is an agent of Lessor and that nei- expense,cause possession of the Property together with all docu- ther the Seller nor its agent is authorized to waive or alter any term or condition ments necessary to transfer legal and beneficial title thereto and of this lease. possession thereof to Lessor and to evidence the termination of all of Lessee's interest in the Property to be delivered at Lessor's 11.TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. direction consistent with the terms hereof. Lessor may then dis- Lessee is a bona fide vgn fa4entity of the State of Florida with Lessee's pose of Property and the proceeds from the sale of the Property fiscal year ending on C of each calendar year.If Lessee shall be applied to the Balance Due Lessor. If the proceeds are does not appropriate sufficient funds to continue making the payments required less than the Balance Due Lessor,the Lessee shall pay the defi- under this agreement for any of Lessee's fiscal years subsequent to the one in ciency to Lessor. which the Agreement is executed and entered into,then this Agreement shall be terminated effective upon expiration of the fiscal year in which sufficient funds to The term'Balance Due Lessor"shall mean the sum of all pay continue satisfaction of Lessee's obligation under this Agreement were last ments remaining due for the entire term of this Agreement. appropriated by Lessee and Lessee shall not,in this sole event,be obligated to make any further rental payments due beyond said fiscal year. Lessee warrants (c)Notwithstanding a return of the Property to the Lessor hereunder, that the necessary funds shall have been appropriated for all of the Property for Lessee shall remain liable to Lessor for any damages caused Lessor as a result Lessee's fiscal year during which the execution by Lessee of this Agreement of any breach of the provisions of this Agreement relating to matters other than occurred. Lessee shall give Lessor immediate notice of Lessee's intent to termi- rent payments;provided,however,that Lessor may recover any such amounts Hate this Lease under this Section 11 which notice shall contain the termination only from general revenues of Lessee which do not arise from ad valorem taxes date(which shall be the end of the last of Lessee's fiscal year for which appro- and are otherwise legally available therefor,to the extent available. priation for the Property were made)and shall advise the Lessor of the location 13.TERMINATION PROCEDURE. Lessee shall, upon any termination here- or locations where the Equipment may be found on the Termination Date. In the of pursuant to Paragraph 11 hereof deliver the Property to Lessor unencum- event of an early termination of this Agreement under this Section,all oblige- bered and in at least as good condition and repair as when delivered to Lessee, tions of the Lessee to make rental payments which would otherwise be due ordinary wear and tear resulting from proper use alone excepted,by loading the hereunder after the termination Date shall cease and the Termination Procedure Property,at Lessee's sole expense,on such carrier,or delivering the Property to (see Section 13 hereof entitled"Termination")shall apply to the Property as to such location,as Lessor shall provide or designate at or within a reasonable which this Agreement is terminated.Lessee agrees:(i)not to terminate this distance from the general location of the Property. If Lessee fails to deliver the Agreement under this Section 11 if any funds are appropriated to it for the fiscal Property to Lessor,as provided in this Paragraph 13,on or before the date of year next succeeding the fiscal year of termination,for either(a)the acquisition termination of this Agreement,Lessee shall pay to Lessor upon demand,for the (by purchase or lease) of other functionally similar equipment or(b)the procure- period from the date of termination of this Agreement to the date Lessor either ment of services from a.third party,which services are functionally similar to the obtains possession of the Property or collects the Balance Due Lessor, monthly utilization of the Property by the Lessee,(ii)to expressly include in the Lessee's rental in the amount set forth above. proposed budget appropriations each entry for payments due under this Agreement,and(iii)to comply with all other covenants and representations, as In the event Lessor is entitled under the provisions of this Lease to obtain pos- set forth in paragraph 3 above. session of the Property due to a voluntary relinquishment thereof by Lessee, Lessee agrees to(i)fully cooperate with Lessor in all respects in effecting a 12.DEFAULT AND LESSOR'S REMEDIES. timely and orderly redelivery of the Property to Lessor;(ii)at Lessee's expense (a)The occurrence of one or more of the following events shall constitute to assemble and appropriately package the Property for shipment and fo make and Event of default,whether occurring voluntarily or involuntarily,by operation the Property so assembled and packaged available at one or more locations of law or pursuant to any order of any court or governmental agency. within the State of Florida,arranging with Lessor a convenient time for Lessor's pickup of that Property;(it)execute and deliver to Lessor,or at Lessor's direc- (1)Lessee's failure to make any payment hereunder when due; tions,all documents necessary to transfer legal and beneficial title to the Property in possession thereof to Lessor and to evidence the termination of all (2)Lessee's failure to comply with any other covenant,condition or agree of Lessee's•interests in the Property. ment of Lessee hereunder for a period of ten (10)days after notice in writing thereof; 14.ASSIGNMENT AND SUBLEASE. (3)Any representation or warranty made by Lessee hereunder shall be (a)Without the prior written consent of Lessor, Lessee shall not(i)assign, untrue in any material respect as of the date made; transfer,pledge or hypothecate or otherwise dispose of this Agreement, the Property,or any part thereof or any interest there, (ii) sublet the Property or any (4)Lessee shall make, permit or suffer any unauthorized assignment, part thereof,or(iii)permit the Property to be used for any purpose not permitted transfer or other disposition of this agreement or any interest herein, by Paragraph 4 hereof. or any part of the Property or any interest therein. (b)Lessor shall be entitled with or without notice to, or the consent of, (5)Lessee becomes insolvent or admits in writing its inability to pay its Lessee to sell,assign or transfer all or any part of its right,title and interest in, debts as they mature or applies for,consents to,or acquiesces in the to and under this Agreement(including,without limitation,those with respect to appointment of a trustee,receiver or Custodian for the Lessee or sub- the Property and all payments of any kind due or which are to become due to stantial part of its property,or in the absence of such application,con- Lessor hereunder)and any such purchaser(s),assignee(s)or transferee(s)shall sent or acquiescence,a trustee, receiver or custodian is appointed for thereafter(jointly,if more than one)be deemed to be the Lessor hereunder, Lessee or a substantial part of its Property and is not discharged with- except that Lessor and Lessee agree and acknowledge that any such purchas- in sixty(60)days;or any bankruptcy or insolvency law,or any dissolu- er(s),assignee(s)or transferee(s)will have made no representation or warranty, tion or liquidation proceeding, is instituted by or against Lessee and, if and therefore will assume no obligation,with respect to the title,merchantability,. instituted against Lessee,is consented to or acquiesced in by Lessee condition,quality or fitness of the Property for any particular purpose, or for the or is not dismissed within 60 days. enforcement of any warranties or service agreement made or assigned to (b) Upon the occurrence of any Event of Default specified herein Lessor Lessee by the initial Lessor names herein. Upon Lessee's receipt of written notice of Lessor's sale,assignment or transfer of all or any part of its interest Lessee.Lessee will immediately notify Lessor of any change occurring in or to the hereunder, Lessee agrees to attorn to and recognize any such purchaser(s), Property,of a change in Lessee's address,or in any act or circumstance warranted assignee(s),or transferee(s)(jointly it more than one)as the Lessor(s) under or represented by Lessee to Lessor,or if any Event of Default occurs. this Agreement. Upon assignment,Lessor is thereby relieved of any further (h)Use of the neuter gender herein is for purposes of convenience only and obligations. Upon written request Lessee agrees to execute and deliver such shall be deemed to mean and include the masculine or feminine gender whenever certificates or other instruments as may reasonably be requested,including, but and wherever appropriate. not limited to, a separate acknowledgement of assignment and attornment cer- tificate in the customary form as to any purchaser's,assignee's or transferee's (I)The captions set forth herein are for convenience of reference only and right,title and interest in,to and under this Agreement,and with.respect to the shall not define or limit any of the terms or provisions hereof. Property and the Payments thereafter due and payable pursuant to this Agreement. (j)Except as otherwise provided herein,this Agreement shall be binding upon 15.PERSONAL PROPERTY.The property is and shall at all times be and remain and inure to the benefit of the parties hereto and their respective heirs,executors, personal property,as described in Paragraph 6(b). administrators,legal representatives,successors and assigns,where permitted by 16.LESSOR'S RIGHT TO PERFORM FOR LESSEE.If Lessee fails to make any this Agreement. payment or perform or comply with any of its covenants or obligations hereunder, 21,PREPAYMENT OPTION.Provided Lessee has complied with the terms and Lessor may,but shall not be required to,make such payment or perform or comply conditions of this Agreement,Lessee shall have the Option to prepay the payments with such covenants and obligations on behalf of Lessee and the amount of any such due during the Term hereof as to all but not less than all of the Property which is then payment and the expenses(including but not limited to reasonable attorney's fees) subject to this Agreement on the date prior to the next payment coming due.Lessor incurred by Lessor-in performing or complying with such covenants and obligations, shall be given written notice by Lessee of Lessee's intention to prepay 60 days prior as the case may be,together with interest thereon at the highest rate permitted by applicable law,shall be payable by Lessee upon demand. to the extent inconsistent herewith,shall govern and control.An administrative fee of fifty dollars($50.00)may be charged Lessee on any such prepayment. 17.INTEREST ON DEFAULT.If Lessee tails to pay any payment due under this Agreement,whether payments of rent under Paragraph 1,payment of taxes under 22.LATE CHARGES.Whenever any payment is not made by Lessee in full within Paragraph 2,or payment for performance by Lessor of Lessee's obligations,under thirty(30)days of the date due,Lessee agrees to pay to Lessor,not later than one Paragraph 16 or otherwise,within fifteen days after the due date thereof,Lessee month thereafter,an amount equal to 5%of the full scheduled payment,but only to agrees to pay Lessor interest on such delinquent payments from the date due until the extent allowed by law.Such amount shall be payable in addition to all amounts actually received in immediately available-funds to Lessor at the highest lawful rate payable by Lessee as a result of exercise of any of the remedies herein provided. permitted by applicable law. 23.SECURITY INTEREST.To secure payment and performance of all obligations 18.NOTICES.Any notices to be given or to be served upon any party hereto,in of Lessee to Lessor hereunder,Lessee hereby grants to Lessor a continuing security connection with this agreement,must be in writing and may be given by certified or interest in the Equipment and proceeds thereof.Lessee shall execute one or more registered mail,and shall be deemed to have been given and received fortyeight(48) Uniform Commercial Code financing statements in form satisfactory to Lessor to per- hours after a registered or certified letter containing such notice,postage prepaid,is fect the security interest granted by Lessor to Lessee herein.Lessee shall reimburse deposited in the United States mail,and if given otherwise shall be deemed to have Lessor for any searches,filings,recordings,stamp fees or taxes arising from the fil- been given when delivered to and received by the party to whom it is addressed. ing or recording of any Uniform Commercial Code financing statement,amendment Such notice shall be given to the parties at their respective address(es)designated or termination,and this contract or any other instrument or statement.Lessee agrees on the signature page of this Agreement or at such other address as whether party to procure for Lessor such estoppel certificates,landlord's or mortgagee's waivers or may hereafter designate in writing. other similar documents as Lessor may reasonably request.Should Lessee be pro- hibited(By State Statues,Charter,Local Ordinances,etc.)from granting Lessor a 19.LIMITATION ON PAYMENTS.The interest component of rental payments due security interest in the Equipment under lease,then this paragraph shall be null and hereunder is not intended to and in no event shall exceed the maximum rate permit- void and Lessor shall not receive the aforementioned U.C.C.financing statements. ted by applicable law and in the event any amount in excess of the maximum rate permitted is paid by Lessee or collected by Lessor,then Lessee shall be entitled to 24.GOVERNMENTAL PURPOSES.Lessee and Lessor agree that it is the inten- receive a credit against any amounts thereafter due hereunder or any of the amount tion of both parties that the Equipment be used for governmental purposes only and of such excess,or if no amounts remain due hereunder,the Lessee shall be entitled Lessee represents and warrants that the Equipment is hereby leased solely for gov- to immediate refund of any such excess.Lessee shall not be entitled to interest on emmental use. • any such amounts refunded. 25.ATTORNEY'S FEES.In the event that either party breaches the terms of this 20.MISCELLANEOUS. Lease,the non-breaching party shall recover from the breaching party all costs and (a)Lessee Shall,whenever requested,advise Lessor of the exact location and expenses incurred as a result of said breach,including,without limitation,reasonable condition of the Property and shall give Lessor immediate notice of any attachment attomey's fees,including fees incurred at the trial or appellate levels. or other judicial process affecting the Property,and indemnify and save Lessor harm- less from any loss or damage caused thereby including without limitation,reasonable attorney's fees.Lessor may,for the purpose of inspection,at all reasonable times enter upon any job,building or place where the Property and the books and records of the Lessee with respect hereto are located. (b)Time is of the essence.No covenant or obligations hereunder to be per- In witness hereof,the undersigned Lessor has duly accepted and executed this formed by Lessee may be waived except by the written consent of Lessor and waiver of any such covenant or obligation or a forbearance to invoke any remedy on any Lease this _ day of ,19 occasion shall not constitute to be treated as a waiver of such covenant or obligation or any other covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any later time prior to the Lessee's cure of the . condition giving rise to such remedy.Lessor's rights hereunder are cumulative and not alternative. LESSOR: Riverside Leasing Company (c)This Agreement shall be construed and governed in accordance with the P.O. Box 2078 laws of the State in which Lessee is located.Should the Lessee be located in Florida Ft. Pierce, FL 34954 both Lessor and Lessee hereby agree venue for all legal action regarding this 561-466-1200 Agreement shall be in St.Lucie County,Florida. (d)This Agreement constitutes the entire agreement between the parties and. shall not be modified,waived,discharged,terminated,amended,altered or changed By in any respect except by a written document signed by both Lessor and Lessee. (e)Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unenforceability (Name) without,to the extent reasonably possible,invalidating the remainder of this Agreement. (f)The Lessor hereunder shall have the right at any time or times,by notice to (Title) Lessee to designate or appoint any person or entity to act as agent or trustee for Lessor for any purposes hereunder. (g)All transportation,drayage,rigging,transit insurance premiums and other O charges payable for delivery of the equipment to and from the premises of Lessee, and all installation,connect,disconnect and packing charges,shall be paid by EQUAL HOUSING LENDER GEN148 REV 1-00 MEMBER F.D.I.C.