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

that non -exclusive personal You represent, warrant, and covenant to Us that a )jb j Y_ou will --- unenforcea_ble the parties hereto agree such provision _shall _be ineffective without jurisdiction over You and subject use all Equipment sole)Y ()within the United States, and c You will take no P osition invalidatin 9 the remaining provisions hereof or thereof. An y provision of this Agreement ; n9 P inconsistent with the assumption that We are the owner of the Equipment for any tax matter jurisdiction over the Equipment or any Schedule which is, for any reason, unenforceable in any jurisdiction shall, as to purposes. T_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ suc_h _urisdiction be ineffective to _the extent of such unenforc_eabilitywithout -. invalidati R may at Our option be with the Courts You will be responsible for as and when due and shall indemnity and hold Us harmless the remaining provisions hereof. This Agreement and each Schedule shall be binding ; within Polk County, Iowa or the from and against all present and future taxes and other governmental charges, including, upon and inure to the benefit of the parties and their permitted successors and assigns. ; ;; United States District Court for the without limitation, those for sales, use, leasing and stamp taxes, license and registration You shall promptly execute and deliver to Us such further documents and take such ;;; Southern District Of Iowa with respect fees, and amounts in lieu of such taxes and charges plus any penalties or interest on any further action as We may request to more effectively carry out the intent and purpose of ;; to any provision Of this Agreement of the above, ( all of the foregoing are collectively the " Taxes "), imposed, levied upon, this Agreement and any Schedule. Words importing the singular include the plural and assessed in connection with, or as a result of the purchase, ownership, delivery, leasing, vice versa and words importing gender include all genders. If more than one debtor has and each Schedule. You waive any possession or use of the Equipment, or based upon or measured by the Payments or objection relating to t0 improper improper venue receipts with respect to this Agreement or any Schedule. If You do no pay any of the signed this Agreement or any Schedule, each of You agree Your liability is joint and ;; ; several. Restrictive or similar endorsements contained on or provided in connection with bjecum or non Cng to the Taxes, We have the right, but not the obligation, to pay them on Your behalf. You will not, any payment You make shall not be binding on Us. Time is of the essence under this conduct of any proceeding in any however, be obligated to pay any taxes on or measured by Our net income. € or each Agreement and _ each Sche_ d_u_le_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ; such court. You also waive Your Lease, and not for any Loan, We will file all personal property, use or other Tax returns ; right to a trial by jury.¶ as required by law. 19 _____ __ _______ o- ---,___ -_ n - additional Waivers. You acknowledge Feknbume Us with the next PayMeAt 10F any Taxes We pay, plus a fee tG Us lGF GOW136% receipt of an executed copy of 8 and administering any Taxes and F:eFn*Pjng them to the appFGPF' ate authorities en%vhinh Deleted: You agree to reimburse Us we may make a profit and interest thween at the highest legal Fate allowed, ftem the date d---A until fi-Illy paid. If You do not pay this FOOMbuFsemeRt with the ReM i2ayfflOAt * GU ; C upon Our demand for a9FeG t9 pay Us intwest an these aFAGURts a! the highest legal Fate al!GWBd kOFA the dUe any such amounts We pay. date URtil paid on f, -11 We make no recommendation, representation or warranty as to Deleted: You are not atax-exempt the treatment of this Agreement or any Schedule for tax or accounting purposes. You acknowledge that You have consulted with Your tax and accounting advisors ; ( as defined in Section 168(h) of concerning the appropriate tax and accounting treatment of this Agreement and each the Code), Schedule and have not relied on advice from Us; and You hold Us harmless for any adverse consequences resulting from Your tax and accounting treatment of this Deleted: If, because Of any Of Your Agreement and each Schedule. acts or omissions Or any party acting 17. Golf Cars. If the Equipment includes golf cars, with respect to the golf cars only, ; through You, Or the breach or notwithstanding the limitations in Section 4, 8 and 9 You may rent the golf cars on a daily inaccuracy Of any representati 9 or per -round basis to Your patrons, in the ordinary course of Your business. If the golf cars are subject to a Lease, to the extent You complete an exemption certificate relative Deleted: You authorize Us to add to to personal property taxes on the golf cars, You agree to indemnify Us from and against the amount of each Payment any any Claims related to the failure to pay personal property taxes based on such ; Taxes that may be imposed on or representation and You agree that you are responsible for remitting any and all required sales, use or other tax required as a result of the rental of the golf cars to patrons. measured by such Payment. 10 Formatted: Strikethrough AAC 4833 —golf (04/09) Page 3 of 4 BY SIGNING THIS AGREEMENT AND EACH SCHEDULE: ( 1) YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS ON EACH PAGE OF THIS AGREEMENT AND EACH SCHEDULE ( II) YOU AGREE THAT EACH SCHEDULE THAT IS A LEASE IS A NET LEASE THAT, WITH RESPECT TO EACH CHEDULE_,SUBJECT TO THE NONAPPROPRIATION SUPPLEMENT TO THIS AGREEMENT YOU WILL NOT TERMINATE OR CANCELYOU HAVE AN OBLIGATION_TO ----- Deleted:Deleted: SS MAKE ALL PAYMENTS DUE UNDER EACH SCHEDULE, AND YOU CANNOT WITHHOLD, SET OFF OR REDUCE ANY SUCH PAYMENTS FOR ANY REASON, INCLUDING;:-, WITHOUT LIMITATION, FUNDAMENTAL BREACH, ( III) YOU WARRANT THAT THE PERSON SIGNING THIS AGREEMENT AND EACH SCHEDULE FOR YOU HAS THE Deleted:Deleted: CANNOTCANNOT AUTHORITY TO DO SO, ( IV) YOU CONFIRM THAT YOU HAVE DECIDED TO ENTER INTO THIS AGREEMENT AND EACH SCHEDULE THAT IS A LEASE RATHER THAN PURCHASE THE EQUIPMENT FOR THE TOTAL PURCHASE PRICE AND ( V) YOU AGREE THAT THIS AGREEMENT AND EACH SCHEDULE WILL BE GOVERNED BY THE Deleted:Deleted: UNCONDITIONALUNCONDITIONAL AWS OF THE STATE OF FLORIDA.. IN W ITNFSS W HFRFC) F fhP nnrfipa hn.. —. 0- 1 fhie AnroomeM nfferfiv of fhn A. +. —+ fnAk — fhn C.—# .. a - f phi- A------. Deleted:Deleted: IOWAIOWA ANDAND YOUYOU Agricredit Acceptance LLC, CONSENTCONSENT TOTO THETHE JURISDICTIONJURISDICTION