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

Term ") until You parties in the same manner as an original document. You further agree not to object to provide Us 60 days prior written notice that You will purchase the Equipment in the admissibility of such copy into evidence under the business records to the hearsay DF delivery of th accordance with any applicable Purchase Option or that You will return the rule or the best evidence rule or otherwise and expressly waive any right to do so. The Equipment, (b) any defeGts in the Equipment to Us ( in which case the Lease will renew for two additional Renewal original or a facsimile or electronic copy of this Agreement and each Schedule which Equipment or (G) this Agreement 0 Terms, but no more), each Renewal Term will commence immediately upon the bears both a signature of Us and You and Our original signature shall be deemed the any SGhedule (and any supplements expiration of the then current term and ( b) the terms of the Lease, including without execution original of this Agreement and each Schedule for the purposes of taking limitation the amount of the payment, will continue to apply and ( c) Your security deposit, possession of this Agreement and/or Schedule for all other purposes. if any, will continue to be held to secure Your performance during the Renewal Term. For 20. Miscellaneous. You agree the terms and conditions contained in this Agreement each Lease, upon payment of the Purchase Option price and compliance with all other and each Schedule make up the entire agreement between You and Us regarding the We Fequest, to defend Us againstany applicable terms and conditions of the Purchase Option, We will transfer Our interest in Claims. This On Will lease and /or financing of the Equipment. No agreements or understandings shall be ; the Equipment to You "AS IS, WHERE IS" without any representation or warranty by or binding upon Us unless set forth in writing and signed by Us. Any waiver of a remedy, ; recourse to Us whatsoever and the applicable Lease will terminate. 1 term or condition or change to the terns and conditions of this Agreement or any ; . J ._ Representati9fs,_ Warranties__and Covenants_ You represent,_ warrant and ___ Schedule _must be in writing _and _signed_ by_ Us,__ You_ agree,_ however; We are_______ covenant that: ( a) if You are a legal entity, You are duly organized, validly existing and in authorized, wit reasonable ottce to You to insert in an y_ -Schedule an y --serial _ Formatted: Strikethrough good standing under applicable law; ( b) You have the capacity, power and authority to number, model numbers and/or make of any item of Equipment, correct any errors in enter into this Agreement, each Schedule and each other related instrument, agreement Deleted: out such information reflected in any Schedule and correct any other patent errors or and document (collectively "Fundamental Agreement"); (c) each Fundamental Agreement omissions in the description of any item of Equipment reflected in any Schedule, to is a legal, valid and binding obligations of You and is enforceable against You in Deleted: supply information missing from this Agreement or any Schedule and to correct any accordance with the terms thereof and does not violate or create a default under any obvious errors In this Agreement or in any Schedule. Without limiting the foregoing, Deleted' other instrument or agreement to which You are a party: ( d) there are no pending or You agree we may insert the date and Number of this Agreement and each Schedule threatened actions or proceedings before any court of administrative agency that could Agreement ..,:u be will _ _ a. _ _ _ _ against after the execution by You of such agreements. If We delay or fail to enforce any of Our YGUF have a material adverse effect on You or any Equipment; ( e) You have obtained or will rights under this Agreement or any Schedule, We will still be entitled to enforce those promptly obtain any necessary governmental approvals and will comply in all material rights at a later time and such rights shall not be waived. Any waiver by Us of any breach respects with all Federal, state and local laws and regulations the violation of which could or default will not constitute a waiver by Us of any additional or subsequent breach of bulk tFansfer laws, and raise no have a material adverse effect upon the Equipment or Your performance of Your default nor shall it be a waiver of any of Our rights. All notices shall be given in writing by obligations to Us; JM_You will provide to Us opinions of counsel, resolutions, and such _ log pggy sending the_notice and shall_be effective when ( ai deposited_in the U. S. mail,_; other information and documents as We may reasonably request; ( h) all Equipment is with first class postage prepaid, or ( b) sent by overnight courier of national reputation, in - Formatted: Strikethrough leased or purchased for commercial purposes and not for personal, family or either case, addressed to the party receiving the notice at the address shown on the front household purposes; and ( i) all Equipment is tangible personal property. You will be of this Agreement (or to any other address specified by that party in writing). All of Our Deleted: or to any other deemed to have reaffirmed the foregoing each time You execute a Fundamental rights and indemnities will survive the termination of this Agreement and each Schedule. indebtedness owed by You to Us Agreement. Your representations, warranties and covenants shall survive beyond the Our rights, privileges and indemnities, to the extent they are fairly attributable to events or Term of any Schedule, this Agreement and the termination thereof. despite directions, if any, appearing conditions occurring or existing during the Term of any Schedule, shall survive and be on the remittance or communicated to 14. Choice of Law and Jurisdiction; Waiver of Jury Trial. This Agreement and each enforceable by Us and Our successors and assignees. Payments received may be Schedule shall be deemed fully accepted, executed and performed in the State of Florida Us otherwise, and t0 late charges first applied at Our discretion to obligations hereundey It is the express intent of the parties end shall be governed and construed in accordance with the internal laws thereof without ___ not to violato -an applicable usury laws or to exceed the- maximum amount of timeprice _ and then t0 the amount owing regard to choice or conflict of laws provisions., Jj is Agreement and each Schedule shall ___ differential or_interest as_aep icable permitted to be charged or collected by_applicable not be enforceable until signed by Us in our Johnston, Iowa offices. X16 TAX _ _ _law, and an such excess_ payment_will be aPelied to_ Payments in inverse order of Deleted: Jew& TREATMENTS AND INDEMNIFICATION. Unless otherwise provided, each Lease is maturity, and any remaining excess will be refunded to You. If You do not perform any or entered into on the assumption that We are the owner of the Equipment for income tax Formatted: Strikethrough all of Your obligations under this Agreement or any Schedule, We have the right, but not purposes and are entitled to certain federal and state tax benefits available to an owner the obligation, to take any action or pay any amounts We believe are necessary to Deleted: of the equipment ( collectively " Tax Benefits "), including without limitation, accelerated protect Our interest so long as We have Provided reasonable notice to you and a demand cost recovery deductions and deductions for interest incurred by the Lessor to finance the for correction of the failure. . _ _ _ In the event any_provision of this Agreement or any_ _ Deleted: You Consent to and agree purchase of the Equipment, available under the Internal Revenue Code of 1986, as Schedule shall be determined by a court of competent jurisdiction to be invalid or ; amended ( the " Code").