Fort Walton Beach Resolution — 2008-02-Golf Club Equipment-Bank of America — reading text

Section 12. 02( c). In addition, upon the occurrence of such an Event of Default or such tennination,.Lessee shall ex~cute and deliver to Lessor such ~ocuments as Lessor may request to evidence the passage of such legal title to Lessor and the tennination of Lessee' s. interest therein, and upon request by Lessor shall " . deliver pos~ession.of the Equipment to Lessor in accordance with Section. 12. 02. Upon purchase of the Equipment under a Lease by Lessee pursuant to Section 10. 01, Lessor' s interest in the Equipment shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the tennination of Lessor ;' s interest in Equipment subject to the' related Lease. . Section 6.02. Personal Property. The Equipme:nt is and will remain p~rson~l property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notWithstanding. that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building.thereon. Upon the request of Lessor, . Lessee will, at Lessee' s expense, furnish a waiver of any.interest in the Equipment from any party having an interest in any such reat estate or building. . C,- 004. 237866. 4 712- 01/ 02/ 2008 Page 20/ 44 c- ARTICLE Vll. Section 7. 01. . Liens, Taxes, Other Governmental Charges and f! tility Charges. Lessee shall keep the Equipment free of all levies, liens, and encumbrances except those created by each ease. The parties' to this Agreement c~ ntemplate that the Equipment will be used for a govenunental, municipal or public purpose or function of Lessee and that the Equipment will therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless determined to be. subject to taxation, Lessee shall pay when' due all taxes. and governmental charges. lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay all utility and other ch.arges incurred in the use an.d main~enance ofthe Equipme~t. Lessee shall pay such taXes or charges as the same may become due; provided t~at, with respect to any such taxes or charges that may lawfully be paid in installments over a penod ofyears~Lessee shall be obligated to pay only such installments as accrue during each Lease Term. In the event that the installation of any component of any item of Equipment could.'be deemed to require a performance and payment bond ~ de~ ~ection 255. 05, Florida.Statutes, or b"e de~med subject to the mechanic' s lien provisions of Chapter 71~, Florida Statutes, or any successor statute to each, as they may be aIilended ftam time to tim~, Les~ee shall.require such bonds, p~ st such notices and do all other things provided for under such laws in order to keep the Equipment free of and exempt from all liens . Section 7. 02. Insurance. Lessee shall during each Lease Term maintain or cau~e to be. maintain~d ( a) casualty insurance ( with such deductibles as Lessor may approve) naming the Lessor andi-ts assigns' as additional insured and loss payee and:insuring,the' Equipment:against loss or' damage by fire and all other risks covered by the standard extended covera'ge endorsement then iIi' C'" use in the State, and any other risks reasonably required by Lessor, in an amount at least equal to the then applicable' Purchase Price' of the Equipment; (b) liability insurance that protectsL~ssor from . liability in all events in fonn and amount satisfactory to Lessor; and . c) ( worker' s compens~tion . coverage as required by the' laws of the State;. provided that,.with Lessor' s prior Written co.nsent, Lessee may self-insure against the risks described in clause ( a). Lessee shall furnish to Lessor evidence of such insurance or self-insurance. coverage throughout each Lease Tenn. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way that would affect the interests of Lessor ~ ithout fIrst giving written notice thereof to Lessor at least 30 days in advance Qf such cancellation or modification. Except to th~ extent sel.f-insurance is pennitted, all insurance policies required by this Section 7. 02 shall be taken out and maintained with responsible insurance companies qualified to do business in the State and shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least 30 days before.the cancellation or revision becomes e~fective. Se~"tion 7.03. Advances. In the ~vent Lessee shall fail to keep the Equipment in good repair and;working order, Lessor may, but shall be under no obligation to, maintain and repair the Equipment and pay the cost thereot All amounts so advanced Lessor shall constitute additional by rent for the then current Original Term or Renewal Term and.Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the due date until paid at the rate of 16% per annum or the maximum amount permitted by law, whichever is less. 004. 23.7866. 4 13- 01/ 02/ 2008 Page 21/ 44  ARTICLE Vill. Section 8. 01. Damage, Destruction and Condemnation. Unless the Lessee shall have exercised its option to purchase the Equipment by making.payment of the Purchase Price as provided in the related Lease, if,prior to the termination of the applicable Lease Term, ( a) t~e . Equip~ ent or any portion therepf is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equip~ ent or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by.any . person~ finn or corporation acting pursuant to govehunental authority, Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale ~ der threat of condemnat.ion to' be applied to the prompt replacement, repair, restoratiqn, modification or improvement of the Equipment: Any bal~ ce of the Net Proceeds remaining after such work has ompleted shall be paid to Lessee. been <? If the Les'see elects to replace any item of the Equipment ( the " Replaced Equipment") pursuant to this n, the replacement eq~ ipment (the " Replacem~nt Equipment"). shall be' of Secti<<;) similar type, 'utility and condition to the Replaced Equipment and shall be of equal dr.greater value than the Replaced Equipment. The Lessee shall represent, warrant and covenant to Lessor that each item ofRepl~cement Equipment is free and clear of.all claims, liens, security interests and encumbrances, excepting only those liens created by or through the Lessor, and'shall provide to the Les.sor any and all documents as the Le.ssor may reasonably request in connection with the including, but not limited to, documentation in fomi and substance sati~factory to replacement,- Lessor evidencing Lessor' s' interest in' the Replacement Equipment. The Lessor and the Lessee'~:;' hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this c. paragraph shall constitute " Equipment" for purposes oftbis Master Equipment Lease and the related Lease. Lessee shall complete the documentatio~ of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise the Purchase option with respect to the 'damaged equipment.' '. '. . . For purposes of this Article, the' term " Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemriation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof Section 8.02. Insufficiency ofNet Proceeds. If the Net Proceeds ~ e insuf:fici~ nt to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to in Section 8'~OI, Lessee sh~ ll either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or b) ( payor cause to be paid to the Lessor the amount of the then applicable Purchase Price for the Equipment, and, upon such payment, the applicable Lease Tenn shall tenninate and the Lessor' s interest in the Equipment shall tenninate ~ provided in Article VI hereof: The amount of the Net Proceeds, if any, remaining after completing such repair, restoration; modification or improvement or