Fort Walton Beach Council agenda — 06-09-09 regular — reading text

").Schedules This Agreement shall become effective upon the item of Equipment (a "machine "), You iKil IF provide Us prompt notice. In addition, - -" Deleted: and agFee to defend and acceptance and execution by Us and shall remain effective at least until the expiration of A. If the Equipment is subject to a Lease: the Lease covering such machine shall a the term of the last Schedule hereunder. Each Schedule shall constitute a separate loan ndemnify Us and hold Us hanniess terminate with respect thereto and You shall immediately pay to Us, in full compensation fmFn ail demands and losses a or lease agreement, as applicable, incorporating all the terms and conditions of this for Our loss, ( i) the unpaid balance of the Payments, plus any delinquent Payments and Agreement. If there is a conflict between this Agreement and a Schedule, the provisions therefrern interest thereon, allocable to such equipment of the Schedule shall govern. Unless otherwise stated, all terms of this Agreement shall or (it) the fair market value of such machine at the time of loss as determined by Lessor, ' Formatted: Strikethrough apply to both Loans and Leases. If You and We enter into a Lease, We agree to lease to whichever is greater. In the event the Lease covers two or more items of equipment, the You and You agree to lease from Us the Equipment on the terms and conditions of this Payment allocation shall be based on the pro -rata relationship of the Minimum Equipment Agreement and in the Lease applicable to such Equipment. The Term shall continue for Formatted: Strikethrough Insurance Amount Required, as shown in such Lease, to the total Payments. The the period specified in each Lease. You may not terminate any Lease prior to the end of Payments due under the applicable Lease on the remaining items of equipment following the Tenn of that Lease. If You and We enter into a Loan, You promise to pay to Us the such termination shall be reduced by the unpaid balance of the Payments allocable to the principal sum identified in the Loan plus interest at the rates provided in the Loan. lost piece of equipment as set forth above. If We determine that a machine can be 2. Schedule Terms. Each Schedule executed by You shall become effective upon economically repaired, You shall restore the equipment to its original condition, at Your acceptance and execution by Us and shall be for the term provided therein ( each, a expense, and We shall credit to You the amount of any insurance proceeds We receive Term "). You agree to make each payment at the times and in the amounts set forth in in connection with such damage. the applicable Schedule. Payment amounts and other amounts required to be paid under B. If the Equipment is subject to a Loan, such event shall be an event of Default. each Schedule, whether Loan or Lease payments, shall be referred to in this Agreement K _Insurance._ You shall purchase and maintain, at_Your expense, standard all risk type; as " Payment(s) ". The first Payment under a Schedule is due when the Schedule is property damage insurance ( covering theft, destruction and /or damage) for the signed by You. The remaining Payments will be due on the first day of each subsequent Equipment's full replacement value and in no event less than the Minimum Equipment month ( or as otherwise directed by Us or specified in the Schedule) through the Insurance Amount Required with a maximum deductible equal to the greater of $500.00 expiration of the Term. or five percent ( 5.0 %) of the adjusted loss in a form and from an insurer satisfactory to Us You agree to pay Us the amount of all filing fees and administration fees specified in each Schedule at the time the Schedule is executed and, and shall keep such insurance in effect during the full Term of the Schedule applicable to in any event, upon demand by Us, and to reimburse Us for the amount of all search fees such Equipment. All such insurance shall provide Us with 10 days advance notice of ; incurred by Us in connection with each Schedule upon demand by Us. EACH cancellation and name Us as loss payeq< Nothirg_in this Agreement or any Schedule will { SCHEDULE IS NON -CANCELABLE. YOUR OBLIGATION TO PAY IN FULL THE create an insurance relationship of any type between Us and /or any person or party. PAYMENTS AND ANY OTHER AMOUNT DUE HEREUNDER OR UNDER ANY Insurance coverage for personal liability or physical damage caused to the ' SCHEDULE IS : SUBJECT TO THE TERMS OF THE NONAPPROPRIATION property of others_is not provided. If the Schedule is a Lease, You agree, at Your SUPPLEMENT, N_p IS NOT SUBJECT TO AND SHALL NOT BE AFFECTED BY ANY expense, to insure in an amount of at least orie million dollars ive million dollars Toy ' ABATEMENT, SET -OFF, DISPUTE, CLAIM, COURCLAIM NTE CT DEDUION, moforvehicfes) You and Us againsfthe risk of personal injury and physical damage ( fo ; DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE OR ASSERT AGAINST ANY property other than the Equipment itself) arising out of or resulting from or because of the SUPPLIER, DEALER, VENDOR OR MANUFACTURER OF ANY EQUIPMENT OR ANY operation of the Equipment. Evidence of all such insurance shall be provided to Us. ; OTHER PARTY FOR ANY REASON WHATSOEVER, ALL OF WHICH YOU HEREBY Ill. ssignment / Sub-Lease. You may assign this Agreement, any Schedule or any ; EXPRESSLY WAIVE AS AGAINST US. YOU AGREE NOT TO ASSERT AGAINST US rights hereunder or under any Schedule, nor may You sell, transfer, sublease, rent or 1+; ANY CLAIMS OR DEFENSES YOU MAY HAVE WITH RESPECT TO ANY lend any Equipment or permit it to be used by anyone other than Your employees without 5; EQUIPMENT. In no case shall We be liable for any special, incidental or consequential Our prior written consent except as described in section 17. We may assign this damages based upon any legal theory, including, but not limited to, loss of profits, loss of Agreement and any Schedule without notice or consent and the assignee shall succeed use of any Equipment, the claims of third parties or damage to any Equipment. to all of Our rights. Any such assignee shall have all of Our rights, remedies, powers and 3. Delivery and Acceptance Assignment of Warranty. You agree to promptly privileges hereunder and under each Schedule, but shall have none of Our obligations. inspect the equipment and notify Us upon delivery and acceptance of the 9. Default. Each of the following is a " Default" under this Agreement and each equipment. You agree to note any observable damage prior to accepting delivery Schedule: ( a) You fail to pay any Payment or any other payment when due under this on the bill of lading. You agree to execute the Delivery and Acceptance Certificate Agreement or any Schedule, ( b) You do not perform any of Your other obligations under supplied by Us We by this Master Lease assian to You any and all manufacturers this Agreement under any Schedule or in any other agreement with Us or with any of Our warranties if assignable and any other such rights that are assignable as We may affiliates, ( c) any representation or warranty made by You proves to be incorrect in any have against the manufacturer of the eauipment accepted However Your sole material respect when made, ( d) You become insolvent, or are generally unable to pay remedy for the breach of any such warranty or riaht shall be aaainst the Your debts when due, You dissolve or are dissolved, or You assign Your assets for the manufacturer. You acknowledge that We make no warranty, either express or benefit of Your creditors, You seek appointment of a receiver, custodian or other similar implied with respect to any equipment, including without limitation any implied official for You or for Your assets, or You commence or have commenced against You warranty of merchantability or fitness fora particular purpose mil. Use, any action for relief under any bankruptcy, insolvency or reorganization laws, ( e) You sell Formatted: Strikethrough Maintenance and Return of Equipment. You agree that all Equipment is to be used for ailorsubstanliaflyalfof Your assets or property, ( f) You shallorshalt attemptto abandon, 1 commercial purposes and that the Equipment will not be moved outside of the contiguous remove, sell, encumber, rent or sublet any item of Equipment except as described in i Deleted: ABSOLUTE, forty -eight states of the United States and to notify Us of each change in the place where section 17, ( g) You shall suffer a material adverse change in Your financial condition or r rorrr_vnrenr c nnrn 2 the Equipment is located or used not more than twenty ( 20) days following each change operations, ( h) You shall cause or suffer to exist any sale or transfer of any interest which P„ in location. You further agree as follows: to operate the Equipment in a careful manner, would result in a change in majority ownership of You, ( i) You shall amalgamate, merge Formatted: Strikethrough to keep it in good repair, to restrict its use to employed by You, to use the Equipment only or consolidate with another entity without Our consent, (