Okaloosa County BOCC — November 4, 2012 — Ice Machine Lease

EQUIPMENT LEASE AGREEMENT This Equipment Lease Agreement (the “Lease”) is made and effective as of December 1, 2012 (the “Effective Date”) by and between Crosby Ice LLC. (the “Lessor”) and Norwest Regional Airport a Corporation [individual][corporation][etc.] (the “Lessee”). The Lessor and the Lessee may be referred to individually as a “Party” or collectively as the “Parties.” RECITALS WHEREAS, the Lessor is the [sole] owner of'that certain equipment described more particularly in Exhibit A hereto and made a part hereof by reference (the “Equipment”); and WHEREAS, the Lessee wishes to lease the Equipment from the Lessor in accordance with the terms and conditions of the Lease; and WHEREAS, the Lessor wants to lease the Equipment to the Lessee in accordance with the terms and conditions of the Lease; and WHEREAS, each Party is duly authorized and capable of entering into this Lease; NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows: i. LEASE OF EQUIPMENT. Effective as of the Effective Date, the Lessor agrees to lease and deliver to the Lessee, and the Lessee agrees to lease and accept delivery from the Lessor, all of its right and interest in and to the Equipment, From time to time, the Lessee may lease additional items of equipment from the Lessor pursuant to this Lease by attaching an Exhibit B hereto. This exhibit shall list such additional items of equipment, and shall be initialed or signed by both Parties. Thereafter such equipment shall be subject to the terms of this Lease and considered “Equipment” for all purposes hereunder. 2. TERM. The rental term (the “Term”) shall be for a period of 5 years, commencing on the later of the following: (a) the Effective Date; or (b) the date the Lessee receives the Equipment, as acknowledged in writing by the Lessee to the Lessor, a copy of which acknowledgment shall be attached hereto as Exhibit C. At the end of the Term, Lessee shall, at its election, sign a new Lease with the Lessor [or] surrender the Equipment to the Lessor. Equipment Lease Agreement 3. RENTAL PAYMENTS. As consideration for the Lease, the Lessee agrees to pay in advance to the Lessor the amount of twelve hundred dollars ($1200) each month (the “Rent”), starting on the Effective Date. The Lessee shall pay the Rent on the first day of each succeeding month thereafter. Payment of the Rent does not give the Lessee any equity interest in the Equipment. All Rent shail be paid to Lessor at the address set forth in Section 24 below or at such other address that the Lessor may hereafter specify in writing. 4. OWNERSHIP. Except for Lessee’s rights of use under this Lease, the Equipment is and shall at all times be and remain the exclusive personal property of the Lessor, even if installed in or attached to real property by the Lessee, The Lessee shall have no right, title, or interest in or to the Equipment except as expressly set forth in this Lease. 5. CARE, USH, AND MAINTENANCE OF EQUIPMENT. (a) The Lessee shall keep the Equipment in good condition. (b) The Lessee agrees that the Equipment will be operated by competent employees and used solely in the conduct of its business. (c) The Lessee and its employees shall use the Equipment carefully and properly, and in compliance with all federal, state, and local laws. (d) Lessee agrees to keep and use the Equipment only at the Lessee’s principal place of business. [The Lessee agrees not to remove the Equipment from this location without the Lessor’s prior written consent.] (e) Lessee shall not make any alterations or additions to the Equipment without the Lessor’s prior written consent. (f) The Lessee shall notify the Lessor promptly of any loss, theft, or destruction of all or any part of the Equipment, or of any damage beyond repair to the Equipment, and shail make the Equipment or any wreckage available for disposal. (g) The Lessee shall not assign, sublease, or transfer the Equipment without the Lessor’s prior written consent. (h) The lessor shall be responsible for all monthly, quarterly and annual maintenance including but not limited to filter changes, and icemaker cleaning. Equipment Lease Agreement (i) In the event the machine fails to operate as designed, the lessor shall promptly address the issue with in 24 hours and resolve the issue as soon as possible. 6. LESSOR’S REPRESENTATIONS AND WARRANTIES. The Lessor hereby represents and warrants to the Lessee as follows: (a) THE LESSOR HAS THE RIGHT TO LEASE THE EQUIPMENT, AS PROVIDED IN THIS LEASE, AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE DESIGN OR CONDITION OF THE EQUIPMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) During the Term and subject to the terms and provisions hereof, the Lessor shall not unterrupt the Lessee’s possession and use of the Equipment if the Lessee performs and observes all the conditions set forth herein. 7. LESSEE?S REPRESENTATIONS AND WARRANTIES, The Lessee hereby represents and warrants to the Lessor as follows: (a) The Equipment is in good condition and ofa type, size, design, and capacity selected solely by the Lessee, and each item of Equipment is being leased for use in the conduct of the Lessee’s business. (b) All documents delivered by the Lessee in connection with this Lease have been duly authorized by all necessary action on the part of the Lessee. (c) The execution, delivery, and performance of this Lease do not violate any law or governmental rule, regulation, or order applicable to the Lessee. 8. INSURANCE. During the Term, the Lessee shall procure and continuously maintain and pay for insurance in such form and with such company satisfactory to the Lessor. Equipment Lease Agreement 9. TAXES AND FEES. During the Term, the Lessee shall pay all applicable taxes, assessments, and license and registration fees on the Equipment. The Lessee shall, on request, provide the Lessor with proof of such payments and copies of any tax returns and reports filed or prepared concerning the Equipment. 10. LIABILITY FOR LOSS AND DAMAGE. Choose one option only. If the Equipment is damaged, the Lessee shall immediately repair the Equipment to a state of good working order. If the Equipment is lost, stolen, destroyed, or damaged beyond repair, the Lessee shall, at the Lessor’s option: (a) replace the Equipment with like equipment in good working order; or (b) pay the Lessor in cash all of the following: -..- 1) all amounts owed by the Lessee to the Lessor under this-Lease on the date of such loss, theft, destruction, or damage; 2) an amount equal to ninety five percent ( 95 %) of the actual cost of such Equipment; and 3) the unpaid balance of the total Rent for the Term that is attributable to such Equipment. On receipt of any such payment, the Lessor shall assign to the Lessee whatever interest the Lessor has in such item of the Equipment, without warranty, express or implied. For purposes of calculating amounts under Section 12(b)(2), the actual cost of an item shall be its fair market value on the date of its loss, theft, destruction, or damage. 11. DEFAULT. The occurrence of any of the following events (each an “Event of Default”) shall constitute a default of this Lease: (a) The failure to make a required payment under this Lease as and when due, including but not limited to Rent, interest charges, sums due as an indemnity, excess item expenses, or other charges; (b) The breach or violation by the Lessee of any term, covenant, promise, agreement, representation, or warranty of this Lease; (c) The insolvency or bankruptcy of the Lessee; Equipment Lease Agreement (d) Any default, breach, or violation of or under any debenture, bond, or evidence of indebtedness of the Lessee; or (e) Subjection of any of the Lessee’s property to any levy, seizure, assignment, application or sale for or by any creditor or government agency. 12. RIGHTS OF LESSOR ON DEFAULT. On the occurrence of any Event of Default under Section 13, the Lessor shall have the tight, without notice or demand, to terminate this Lease and take possession of the Equipment, in addition to any other rights afforded to the Lessor by law. The Lessee shall not be released from paying damages sustained by the Lessor on such termination. If on any termmation of this Lease the Lessee tails or retuses to deliver the Equipment to the Lessor, the Lessor shall have the right to enter the Lessee’s premises and retake possession of the Equipment without legal process. The Lessee releases any claim or right ot action for trespass or damages caused by the Lessor’s entry and repossession. The Lessee-expressly waives all further rights to possession of the Equipment and.all - claims for injury suffered through or loss caused by the repossession. The Lessee shall pay all expenses, mcluding attorneys’ tees, the Lessor mcurs to entorce this Lease. All of the Lessor’s remedies are cumulative and may be exercised concurrently or separately. [The Lessor shall be obligated to release the Equipment or otherwise mitigate the damages arising out of or otherwise related to the Event of Default.] 13. INTEREST. if the Lessee fails to pay when due Rent, or any other charges or amounts payable by the Lessee to the Lessor hereunder, the Lessee shall be charged interest on such unpaid sums at the rate of 20 % per month. Interest shall be calculated from the due date of such amount to the actual payment date. 14. INDEMNITY. The Lessee shall indemnify the Lessor against all losses, damages, claims, suits, actions, costs, expenses, obligations, or disbursements, including legal expenses, incurred by the Lessor in any way connected to the Lessee’s use or possession of the Equipment during the Term. 15. LESSOR'S RIGHT OF INSPECTION. The Lessor shall have the right, on prior notice to the Lessee, to inspect the Equipment during the Lessee’s normal business hours. 16. SUCCESSORS AND ASSIGNS. Equipment Lease Agreement All references in this Lease to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Lease shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. 17. NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Lease, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Lease shail constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 18. OPTION TO RENEW. If the Lessee is not in default at the end of this Term, the Lessee shall have the option to renew the Lease for a similar term on such terms and conditions as the Parties may agree - at-the-time of such-renewal. - 19. NOTICK. Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective Party as follows: lf to the Lessor: Alan Crosby Crosby Ice 10195 NW Blueberry Rd Bristol, FL 32321 If to the Lessee: Tracy Stage, C.M. Northwest Florida Regional Airport Okaloosa County, FL 1701 State Road 85 North Eglin AFB, FL 32542-1498 20. GOVERNING LAW. This Lease shall be governed by the laws of the state of Florida. In the event that litigation results from or arises out of this Lease or the performance thereot, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled. Equipment Lease Agreement 21. COUNTERPARTS/ELECTRONIC SIGNATURES. This Lease may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Lease, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 22. SEVERABILITY. Whenever possible, each provision of this Lease, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Lease is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Lease will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. 23. ENTIRE LEASH, This Lease, together with Exhibit A and any and all other subsequently added schedules and exhibits, constitutes the tinal, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior understandings, both written and oral, between the Parties. 24, HEADINGS. Headings used in this Lease are provided for convenience only and shall not be used to construe meaning or intent. Equipment Lease Agreement IN WITNESS WHEREOF, the Parties have executed this Lease as of the date first above written. , LESSOR By: don h— Name: Alan Crosby Title: Crosby Tee 4L¢ - 5 Fe ACKNOWLEDGMENT OF NOTARY PUBLIC ) Stateof Florida __) ) .ss County of Liberty) On this (* day ot Decern ber , 20/2, betore me, the undersigned Notary Public, personally appeared before me [NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual who signed the foregoing document as the [OFFICER TILE] of the [LESSOR] and acknowledged to me that |he| [she] executed the same in [his] [her] authorized capacity, and that by such signature, the person executed the instrument. WITNESS my hand and official seal. Signature of Notary Public: % ; cf ole My Commission Expires: O68 -CF- Bots Equipment Lease Agreement LESSEE By: Name: Title: ACKNOWLEDGMENT OF NOTARY PUBLIC ) State of ) ) .ss County of ) On tis day ot ,2U_, betore me, the undersigned Notary Public, personally appeared before me [NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual who signed the foregoing document as the [UPFICEK ‘111 LH] of the [LESSEE] and acknowledged to me that [hej [she] executed the same in [his] [her] authorized capacity, and that by such signature, the person executed the instrument. WLENESS my hand and otticial seal. Signature of Notary Public: My Commission Expires: Equipment Lease Agreement EXHIBIT A INVENTORY OF EQUIPMENT LEASED Model Serial No. Manufacturer Description 0002-1300-HO-1-3-00000-01-USA-390100 Bag of Ice C-Store 400 Quantity(Ne.} 1 Equipment Lease Agreement