Fort Walton Beach Resolution — 2021-04--Lease Purchase Agreement — reading text

vehicles; and ( 8) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor. Upon satisfaction of the Funding Conditions described in this Section 9 with respect to a Lease and execution and delivery of the related Equipment Schedule and Escrow Agreement ( if applicable), Lessor shall pay the purchase price for the Equipment subject to such Lease to the supplier thereof or transfer funds to the Escrow Agent for deposit into the related Escrow Fund, in either case as directed by Lessee pursuant to Section 8. Section 10. Maintenance; Use; Location; Inspection. Lessee shall, at its sole expense: a) repair and maintain all Equipment in good condition and working order, in accordance with manufacturer' s instructions, and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which the Equipment; ( b) use and operate all parts or devices shall automatically become part of Equipment solely for the purpose of performing one or more governmental functions of Lessee and in a careful manner in the normal course of its operations and only for the purposes for requirements; and which it was designed in accordance with the manufacturer' s warranty c) comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements to any Equipment without Lessor' s prior written consent unless such alterations, additions or improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such alterations, additions or improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment. Equipment Once installed, Lessee keep the Equipment within the State at the " shall Location" stated in the related Equipment Schedule. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not be changed from, such Equipment 7- Location without Lessor' s prior written consent. Upon reasonable notice to Lessee and subject to compliance with applicable legal requirements relating to access to Lessee' s facilities, Lessor may enter the Equipment Location or elsewhere during Lessee' s normal operating hours to inspect the Equipment. Section 11. No Representation or Warranties By Lessor. LESSEE HAS SELECTED BOTH THE EQUIPMENT AND THE SUPPLIER OF THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE IT. LESSEE AGREES THAT LESSOR, NOT BEING THE MANUFACTURER, SUPPLIER OR DEALER OF THE EQUIPMENT, HAS NOT MADE ANY, AND MAKES NO, REPRESENTATION OR WARRANTY, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, OF ANY KIND AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO TITLE, FITNESS, QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, DURABILITY, OPERATION, MERCHANTABILITY, PERFORMANCE, FITNESS FOR ANY PARTICULAR PURPOSE OR AS TO THE MATERIAL OR WORKMANSHIP OF ANY ITEM OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT UNDER EACH LEASE" AS IS"," WHERE IS" AND" WITH ALL FAULTS." LESSOR HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND. No DEFECT IN, OR UNFITNESS OF, THE EQUIPMENT SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENTAL PAYMENTS OR TO PAY ANY OTHER AMOUNT OR TO PERFORM ANY OTHER OBLIGATION OF LESSEE UNDER OR ARISING FROM ANY LEASE. Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Non-Appropriation Event shall have occurred and be continuing under a Lease, all rights and benefits which Lessor may have under any warranty, guaranty or the like which may be made with respect to the Equipment by the manufacturer or the supplier thereof. LESSEE SHALL LOOK SOLELY TO THE SUPPLIER AND/ OR MANUFACTURER OF THE EQUIPMENT FOR ANY CLAIM BASED UPON THE QUALITY OR CONDITION OF THE EQUIPMENT, ITS PERFORMANCE, SPECIFICATIONS, MERCHANTABILITY OR FITNESS FOR USE, AND LESSEE' S OBLIGATIONS TO LESSOR UNDER ANY LEASE SHALL NOT IN AFFECTED THEREBY, INCLUDING ( WITHOUT LIMITATION) LESSEE' S ANY MANNER BE OBLIGATIONS TO PAY LESSOR ALL RENTAL PAYMENTS AND OTHER AMOUNTS PAYABLE UNDER THE RELATED LEASE. LESSOR SHALL NOT BE LIABLE TO LESSEE OR ANY THIRD- PARTY FOR ANY LOSS, DAMAGE, INJURY OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT OR BY ANY DEFECT OR DEFECTS THEREIN OR BY THE USE OR MAINTENANCE THEREOF, OR BY THE REPAIR, SERVICING OR ADJUSTMENT THEREOF, OR BY ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR HOWSOEVER CAUSED. LESSOR SHALL LOSS OF USE THEREOF OR DAMAGE WHATSOEVER AND OBLIGATION TO MAINTAIN, INSTALL, ERECT, LET, ADJUST OR SERVICE THE HAVE NO EQUIPMENT. LESSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWSOEVER ARISING. LESSOR MAKES NO WARRANTY AS TO THE TREATMENT OF ANY LEASE FOR TAX OR ACCOUNTING PURPOSES OR AS TO THE COMPLIANCE OF THE EQUIPMENT WITH APPLICABLE GOVERNMENT REGULATIONS OR REQUIREMENTS. Section 12. Taxes and Assessments. Lessor and Lessee contemplate that the Equipment under each Lease will be used for governmental or proprietary purposes of Lessee and that the Equipment will be exempt from all property taxes. Nevertheless, Lessee shall pay therefore when due or reimburse Lessor for, and hold Lessor harmless from: ( a) all titling, promptly taxes ( other than taxes calculated recordation, filing, documentary stamp and other fees; ( b) solely on the basis of Lessor' s net income), including but not limited to transfer, sales, use, 8- excise, gross receipts and personal property taxes; and ( c) assessments and all other charges or withholdings of any nature ( together with any penalties, fines or interest thereon) arising at any time relating to the Equipment or any Lease or with respect to the acquisition, ownership, use, possession, operation, leasing, delivery, return or other disposition of any Equipment, or upon the Rental Payments, whether the same be assessed to Lessor or Lessee. If Lessee fails to pay any such taxes, assessments and other charges when due ( except taxes, assessments or charges being contested in good faith and by appropriate proceedings as set forth above for a period not to exceed 60 days), Lessor, at its option, may do so, in which event the amount so paid including any penalty or interest incurred as a result of Lessee' s failure), plus interest thereon at the rate of twelve percent ( 12%) per annum, or the highest rate permitted by applicable law, whichever is less, shall be paid by Lessee to Lessor along with any filing fees, accountant fees, attorneys' fees and other expenses incurred by Lessor with the next Rental Payment when due. Section 13. Insurance. In the event Lessee is not self-insured ( as hereafter provided), Lessee shall at its sole expense keep the Equipment fully insured against all risks of loss for not less than the greater of its full replacement value ( without consideration for depreciation) or the then applicable Prepayment Amount ( as defined in Section 15 of this Master Agreement). Lessee shall also carry public liability insurance, both personal injury and property damage including comprehensive and collision coverage for motor vehicles), covering the Equipment, with a combined single limit in an amount acceptable to Lessor (but in no event with limits in an amount less than $ 1, 000, 000 per occurrence, $ 1, 000, 000 in the aggregate, unless other limits are agreed to in the Equipment Schedule). All insurance shall be in a form, amount and with companies reasonably satisfactory to Lessor. Lessor shall be named as an additional insured with respect to all such liability insurance and loss payee with respect to all property and casualty insurance. Lessee shall pay the premiums therefor and deliver to Lessor evidence satisfactory to Lessor of such insurance coverage. Each insurer shall agree that it will give Lessor at least thirty 30) days prior written notice of the effective date of any cancellation of, or material change in, such policy( ies). The proceeds of such insurance payable as a result of loss of, or damage to, the Equipment shall be applied as required by the provisions of Section 14 hereof. Proceeds of any such public liability insurance, both personal injury and property damage, shall be payable to the person or persons entitled thereto to extinguish the liability that gave rise to such proceeds. Lessee shall procure and maintain in full force and effect at all times worker' s compensation insurance which shall cover any and all claims for injury to any worker, employee or agent of Lessee arising out of use, operation or maintenance of the Equipment. If Lessee fails to obtain, and maintain throughout the Lease Term, the required insurance coverage and provide Lessor satisfactory evidence thereof upon request, Lessor may, but is not obligated to, obtain such coverage and Lessee agrees to pay the premium therefor when due or to reimburse Lessor therefor promptly upon demand. Lessee hereby irrevocably appoints Lessor as Lessee' s attorney-in-fact to make claims for, receive payments of and execute and endorse all documents,If insurance checks or drafts received in payment for loss or damage under any such policy. Lessee is self-insured with respect to equipment such as the Equipment under an actuarially sound self-insurance program that is acceptable to Lessor, Lessee shall maintain during the Lease Term of each Lease such actuarially sound self-insurance program and shall provide evidence thereof in form and substance satisfactory to Lessor.