Reso 2002-444 - Laserfiche WebLink

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. Ii. TITlE. Lessor shall at all times retain title to the Equipment. All documents of title and evidences of delivery shall be deliv8red to Lessor. Lessee shall not change or remove any insignia or lettering which is on the Equipment at the time of delivery thereof or which is thereafter placed thereon, indicating Lessor's ownership thereof, and at any time during the lease term \4101'I request of Lessor, Lessee shaB affix to the Equipment, in a prominent place, labels, plates or other marking supplied by Lessor stating that tha Equipment is owned by Lessor. lessee 8utt.o- rizes Lessor at Lessee's expense to file a copy of this Lease or any Schedule as a financing statement and in Lessee's name to execute and file financing statements to cover tha collater- al. Lessee agrees to execute and deliver any other statement or instrument requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any IIlng, recording or ItlIrnp fees or taxes arising from the filing or recording any such instrument or statement Lessee shall at i1s expense protect and defend Lessor's title against aU persons claiming against or Ihraugh Lessee, at all times keeping the Equipment free from any IagaI process or encumbranc:e whatsoever, including but not Iiniled to liens, attaclvnents, levies and executions, and 8haII give Lessor immediate written notice thereof and shaH Indemnify Lessor from any loss caused thereby. Lessee shall execuI8 and deliver to Lessor, upon lessor's request, such further instru- ments IIId assurances as Lessor deems necessary or advisable lor the confirmation or perfection of Lessor's rights hereunder. Unless otherwise agreed in writing. lessee shall have no right to purchase or otherwise acquire title to or ownership of any of the Equipment. 6. CARE AND USE OF EQUIPMENT: Lessee shaD maintain the Equipment in good operating condition, repair and appearance, and protect the same from deterioration, other than normal wear IIId tear; shall use the Equipment In the regular course of business only, wiINn i1s normal capacity, without abuse, and in a manner contemplated by the manufacllnr; shaft comply with allaws, ordinances, regulations, requirements IIId rules with respect to the use, maintenanc:e and operation of the Equipment; shaD not make any modification, alteration or acIdItIon to the Equipment (other than nonnal operating accessories or controls which shaI, when added to the Equipment, become the property of the Lessor) without tha prior written consent of the Lesser, which shaD not be unreasonably withheld, shaD not so affix the Equipment to realty as to change i1s natIn to real property or fixtura, and agrees that the Eq~ shall remain personaJ property at aU times regardless of how attached or Installed, shall keep the Equipment at the location shown on the schedule and shall not remove the Equipment without the c0n- sent of Lessor, which shall not be UIlf88SOI'1ab/e or shaI have the right dwing normal hours, upon I88SOlIlIbIe prior notice to lessee and sWject to applicable laws and regulations, to enter upon the premises where the Equipment is located in order to inspect. observe or, if Lessee is in defa~, remove the Equipment, or otherwise protect Lessor's interest. 7. NET LEASE: TAXES: Lessee intends the rental payments hereooder to be net to Lessor,IIId Lessee ahal pay aa sales, use, excise, personal property, cIocwnentary stamp and ad val- orem taxes, license and registration fees, assessments, fines, penalties and other charges imposed on the ownership, possession or use of the E~ dwing the term of this lease; shall pay all taxes (except Federal or State net income taxes imposed on Lessor) with respect to the rental payments hereunder, Ind shaI reimburse Lessor upon demand for any:tues paid by or advanced by Lessor. Unless otherwise agreed to in writing by Lessor, Lessor shaH pay aU personal property tax with respect to the Equipment and Lessee shaI reimbl.l88 Lessor Ihera- fora upon demand. .. INDEMNITY: Lessee shall and does hereby agree to Indemnify and save Lessor its agents, servants, successors and assigns harmless from any and alliabiIity, damages or loss, includ- Ing reasonable counsel fees, arising out of the ownership, selection, possession, leasing, ranting, operation (regardless of where, how and by whom opended) control, use, condition fmclud- ing but not Imited to latent and other defects not discoverable by Lessee), malnl8nance, deIvery and ret\m of the Equipment The indemniIles and obIigaIions herein provided shaI c0ntin- ue In fuI fon:e and effect notwIIhstanding I8mInatIon of the Lease. S INSURANCE: Lessee 8haR keep the Equipment insured against all risks of loss or damage from 8Yf1Iy cause whallloever for not less than the replacement cost of the Equipment. The amount of such insurance shaI be suflIcient so that neither Lessor nor Lessee win be considered a coinuer. Lessee also shaI carry public Ilbilily insurance, both personal injury and pr0p- erty damage, covering the Equipment. AI such casualty insurance shaI provide that losses, if any, shall be payable to Lessor, and aU such lability in8lI'anc8 shaI include L.essor as IllIIll8d insured. Lessee shaD pay the premiums for such Insurance and ~n request delver to Lessor satisfactoly evldence of the inslnl1C8 coverage required her8under. The proceeds of such II1SlI'lII1C8 payable as a result of loss or of damage to any item of the Equipment shaD be applied to satisfy lessee's obIgations as set IorIh in paragraph 10 below. Lessee hereby irrev0ca- bly appoints Lessor as Lessee's attorney-in-fact to make claim lor, receive payment of and execute IIId endorse al doclII1ents, checks or drafts received in payment for loss or damage under any such Insurance policy. . 10. RISK OF lOSS: Lessee hereby assumes the entire risk of loss, damage or destruction of the Equipment from any and 8Yf1Iy cause whatsoever during the term of this lease and there- after ri redelivery to Lessor. In the event of loss, damage or destruction of any Item of Equipment, Lessee at i1s expense (except to the extent of any proceeds of insurance proviclecI by Lessee which shall have been received by Lessor as a result of such loss, damage and destruction), and at Lessor's apIion shaI either (a) repair such item, returning it to its previous c0n- dition, unJess damaged beyond repair, or (b) replace such item with a like ilBm acc:epIabIe to Lessor, in good condition and of equivalent value, which shall become property of Lessor, inc1ud- ed within the term "Equipmenr as used herein, and leased from Lessor herewith for the balance of the fuI term of this lease, or (e) pay lessor allJI1l8id rental as may be 8IIoca1ed to such item plus Lessor's anticipated residual value of the Equipment present valued \0 the date of loss at eight (8%) percent per annum, plus interest at 1-1/2% per month (But in no event more than maximum rate pennitted by law) from date l.IlIiI paid. . 11. PERFORMANCE BY LESSOR OF LESSEE'S OBUGAT1ONS: In the event Lessee fails to comply with any provision of this lease, Lessor shall have the right, but shall nol be obi- gated, to effect such compliance on behalf of Lessee upon ten (10) days prior written notice to Lessee. In such event, aH monies expanded by, and aH expenses of Lessor in effecting such compliance, shall be deemed to be additional rental, and shall be paid by Lessee to Lessor at the time of the next monthly payment of rent. 12. lEASE IRREVOCABILITY AND OTHER COVENANTS AND WARRANTIEs OF LESSEE: lessee agrees that this lease is irrevocable for the fullterm thereof; and Lessee's obligations under this lease are absolute and shaD continue without abatement and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not timited to war, act of God, governmental regulations, strike, loss, damage, destruction, falure of or delay In delivery, failure of the Equipment to operate properly, termination by 0pera- tion of law, or any other cause. You state for 011' benefit that as of the date of the Lease (a) you have the lawful power and authority to enter into this Lease, (b) the individuals signing this Lease have been duly authorized to do so on yoII' behalf. 13. DEFAULT: If any one of the following events (each an "event of default") shall occur, then to the extent pennitted by IJlp/icabJe law, Lessor shaH haw the right to exercise any one or mora of the remedies sat Iorth in Paragraph 14 below, (a) Lessee fails to pay any rental or any other payment hereunder when due, and such faI," continues for five (5) days, or (b) Lessee becomes insoJvent or makes an assignment for the benefit of creditors, or (e) a receiver, trustee, conservator or liquidator or Lessee or of III or a subsJantial part of i1s assets is appoinI8d with or without the application or consent of Lessee, or (d) a petition is filed by or against Lessee under the BankrupIcy Code or any amendment thereto, or under any other insolvency law or laws providing for the relief of debtors, or (e) Lessee faiis to pay when due any indebtedness to Lessor arising independently of this Lease and such faiure continues for five (5) days, or (I) Lessee breaches any other covenant, wananJy or agreement hereunder, and such braach continues for ten (10) days after writIlln notice thereof. 14. REMEDIES: If an event of default shall occur as descrIled In sWlparagraph <a) ttvough (e) in Paragraph 13 herein above, Lessor may, at its option, at any time to the exl8nt permitted by law (a) declare the entire amount of unpaid rental for the baIanca of the term of this lease immedlateIy ckIe and paY8ble, whereupon lessee 8haI become obIgated to pay to Lessor forth. with the total amount of the lI1paid rental for the balance of said term plus lessor's anticipated residual value of the Equipment present valued to the date of default at five (5%) percent per annum, (b) lessor's reasonable attomey's fees and court costs, including appeals, and (e) without demand or legal process, enIer inID the premises where the Equipment may be found and take possession of and remove the Equipment without lability for such retaking. Lessor may seI or oIherwIse dispose of any such Equipment at a private or pIbIic saJe. In the event Lessor takes possession of the Equipment, Lessor shaI give Lessee credit for any Ul18 received by L.essor from the sale or rental of the EquIpment aftBr decU:JIon of the uperllI8I of sale or 1'1I1III and Lessor's residual interest in the Eqtqxnent. Lessee 8haI also be liIbIe for and ShaI pay to Lessor (a) an uperllI8I incurad by Lessor In COI'ii18dion with the enforcament of any of Lessor's remedies, including aU collection expenses, aI expenses of nlpOS88S8Ing, storing, shipping, I'8plWIng Ind se/Ing the Equipment, (b) InI8r8st on 811 UIl8 ckIe Lessor from the dale of default until paid at the rate of one and one-haIf (1-1/2%) percenJ per month, but only to the extent pennitJed by law, and Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired lease tann and owing to such difJicuIty agree that the provisions of this paragraph represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. If an event of default shall occur as descriJed in subparagraph (I) in Paragraph 12 above, Lessor's remedy shall be limited to the 8I11OII'lt of any loss suIf8rad by Lessor as a c:onse- quence of said default. Whenever any payment is not made by Lessee when due hereunder, Lessee agrees to pay to Lessor, as an administrative payment to offset Lessor's collection expenses not IaI8r than one month thereafter an amount calculated at the higher of 10% of any Ialll payment or $22.00, but only to the exlBnt aIowed by law. Such 8I11OII'lt shaI be payable In adcltion to aI amounts payable by Lessee as a result of exercise of any of the remedies herein proviclecI. All remedies of Lessor hereunder are cumuJative, are In addition to any other remedies provided for by law, and may, to the extent permitted by law, be exercised c:oncurenIIy or .. arately. The exen:ise of any one remedy 8haI not be deemed to be an aIection of such remedy or to preclude the exercise of any other remedy. No falure on the part of the Lessor to exer- cise IIId no delay in exercising any right or remedy shall operate as a waiver thereof or modify the terms of this lease. If it is determined by a court of competent jurisdiction thet this lease constitutes a security transaction, lessor's recovery 8haI in no event exceed the rnaxlnun permitted by law. 15. ASSIGNMENT: Lessor may, without Lessee's consent, assign or transfer this lease or any Equipment, rent, or other UIl8 due or to become due hereunder, and in such event lessor's assignee or transferee shall have the rights, power, privileges, and remedies of Lessor herlKIlder. Upon such assignment Lessee agrees not to assert, as against Lessor's assignee, any defense, setoff, recoupment, claim or col.l1terclaim, that Lessee may have against Lessor whether arising transaction or otherwise. Lessee shaH not assign this lease or any inlerests her&- under IIId shall not enter into any UlIease with respect to the Equipment covered hereby without lessor's prior writIlln consent. 16. RETURN OF PROPERTY: Upon the termination or expiration of this lease, or any exl8ns1on thereof, Lessee shall forthwIIh deliver, freight prepaid, the Equipment to Lessor, at an address designated by lessor, complete and in good order and condition, reasonable wear IIId tear alone excepted. Lessee shaH also pay to Lessor such sums as may be necessary to cover rep1ace- ment for aR damaged, broken or missing parts of the Equipment. If upon such expiration or termination lessee does not immediately return the Equipment to Lessor, the Equipment 8hlI/I continue to be held and leased hereunder, and this lease shaH thereupon be exIBnded Indefinll8ly as to term at the same monthly rental, subject to the right of either Lessee or Lessor to ter- minate the lease upon thirty (30) days written notice, whereupon Lessee shall forthwith deliver the Equipment to the Lessor as set forth In this paragraph. 17. MISCELlANEOUS: This lease contains the entire agreement between the parties and may not be altered, amended, modified, terminated or otherwise changed except by a writing signed by an executive offlC8l' of Lessor. This lease shall be binding when accepted in writing by Lessor and shaI be govemed by the laws of the State of Florida. Lessee ~ thai aI actions or proceedings instituted by Lessor or Lessee hereunder, shall, at Lessor's option, be brought in a court of cornpelllnt jurisdiction in BrowIRI County, Florida. Lessee W8lV8S, ins0- far as permitted, trial by jury in any action between the parties. Lessor and Lessee Intend this to be a valid and sWslsting IagaI document, and agree that no provision of this lease which may be deemed unenforceable shaD in any way invalidate any other provision or provisions of this lease, aI of which shaD remain In fuB Iorce and effect. Any notice intended to be S8MId hereunder shall be deemed sufficiently sent by regular maD, postage prepaid, addressed to the party at the addresses contained herein. This lease shaI be binding upon the parties, their ............................ ....... We - -.............. --. ...-..,...-....- "~'!t....... AI ~ Is higher than that which II lllowed by IppliClbIe law, Iny IXceu amount coIlec:tecl will be Ippllad to the reduction of your obIiga,onli~. .. th . L.,.. In no . I . .. chlrge or receive or will you pay Iny amounts In IXc:eu of the Iegll amount. / [0 Co ... ',.7- .) I'? (.) ~7