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<br />NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY
<br />KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY ADJUSTMENT
<br />THERETO, OR BY AN INTERRUPTION OF SERVICE OR LOSS OF USE THERE-
<br />OF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER, OR FOR
<br />CONSEQUENTIAL OR ANY INCIDENTAL DAMAGES HOWSOEVER CAUSED,
<br />LESSOR MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR
<br />IMPLIED AS TO THE EQUIPMENT, ITS FITNESS FOR ANY PARTICULAR PUR-
<br />POSE, ITS MERCHANTABILITY OR ANY OTHER MATTER, NOR SHALL ANY
<br />SUCH REPRESENTATION OF WARRANTY BY THE SELLER TO THE LESSEE
<br />BE BINDING ON THE LESSOR NOR SHALL ANY SUCH BREACH RELIEVE
<br />LESSEE OF OR IN ANY WAY REDUCE ANY OF THE LESSEE'S OBLIGATIONS
<br />TO LESSOR AS SET FORTH HEREIN. THIS DISCLAIMER OF REPRESENTA-
<br />TIONS AND WARRANTIES AND LIMITATION OF LIABILITY SHALL APPLY
<br />WITH EQUAL FORCE AND EFFECT TO ANY CLAIMS OF ANY THIRD PARTY
<br />AGAINST LESSOR OR LESSOR'S ASSIGNEE, It the Equipment is not properly
<br />installed, does not operate as represented or warranted by Seller or is unsatis-
<br />factory for any reason, Lessee shall make any claim or account thereof solely
<br />against the Seller and shell nevertheless pay Lessor all rent payable under this
<br />lease. No representation or warranty as to the Equipment or any other matter by
<br />the Seller or manufacturer to the Lessee shall be binding on the Lessor nor
<br />shall any breach by the Seller or manufacturer relieve Lessee of, or in any way
<br />reduce. any of the Lessee's obligations 10 the Lessor as set forth herein. Lessor
<br />hereby assigns to Lessee, solely for the purpose of making and prosecuting any
<br />such claim, any rights it may have against the Seller for breach of warranty or
<br />representation respecting the Equipment. Lessee understands and agrees that
<br />neither the Seller nor any agent of the Seller is an agent of Lessor and that nei-
<br />ther the Seller not its agent is authorized to waive or alter any term or condition
<br />of this lease.
<br />11. TERMINATION FOR GOVERNMENTAL NON -APPROPRIATIONS.
<br />Lessee is a bona fide gove mental entity of the State of Florida with Lessee's
<br />fiscal year ending on y� O of each calendar year- It Lessee
<br />does not appropriate sufficient funds to continue making the payments required
<br />under this agreement for any of Lessee's fiscal years subsequent to the one in
<br />which the Agreement is executed and entered into, then this Agreement shall be
<br />terminated effective upon expiration of the fiscal year in which sufficient funds to
<br />continue satisfaction of Lessee's obligation under this Agreement were last
<br />appropriated by Lessee and Lessee shall not, in this sole event, be obligated to
<br />make any further rental payments due beyond said fiscal year. Lessee warrants
<br />that the necessary funds shall have been appropriated for all of the Property for
<br />Lessee s fiscal year during which the execution by Lessee of this Agreement
<br />occurred- Lessee shall give Lessor immediate notice of Lessee's intent to termi-
<br />nale this Lease under this Section 11 which notice shall contain the termination
<br />date (which shall be the end of the last of Lessee's fiscal year for which appro-
<br />priation for the Property were made) and shall advise the Lessor of the location
<br />or locations where the Equipment may be found on the Termination Date. In the
<br />event of an early termination of this Agreement under this Section, all obliga-
<br />lions of the Lessee to make rental payments which would otherwise be due
<br />hereunder alter the termination Date shall cease and the Termination Procedure
<br />tree Section 13 hereof entitled "Termination") shall apply to the Property as to
<br />which this Agreement is terminated. Lessee agrees: (i) not to terminate this
<br />Agreement under this Section 11 if any funds are appropriated to it for the fiscal
<br />year next succeeding the fiscal year of termination, for either (a) the acquisition
<br />thy purchase or lease) of other functionally similar equipment or (b) ilia procure-
<br />ment of services from a third party, which services are functionally similar to the
<br />uwization of the Property by the Lessee, (ii) to expressly include in the Lessee's
<br />proposed budget appropriations each entry for payments due under this
<br />Agreement, and (iii) to comply with all other covenants and representations, as
<br />set forth in paragraph 3 above.
<br />12. DEFAULT AND LESSOR'S REMEDIES.
<br />(a) The occurrence of one or more of the following events shall constitute
<br />and Event of default. whether occurring voluntarily or involuntarily, by operation
<br />of law or pursuant to any order of any coun or governmental agency.
<br />(1) Lessee's failure to make any payment hereunder when due:
<br />(2) Lessee's failure to comply with any other covenant, condition or agree
<br />ment of Lessee hereunder for a period of ten (10) days after notice in
<br />writing thereof;
<br />(3) Any representation or warranty made by Lessee hereunder shall be
<br />untrue in any material respect as of the date made;
<br />(4) Lessee shall make, permit or suitor any unauthorized assignment,
<br />transfer or other disposition of this agreement or any interest herein,
<br />or any part of the Properly or any interest therein.
<br />(5) Lessee becomes insolvent or admits in writing its inability to pay its
<br />debts as they mature or applies for, consents to, or acquiesces in the
<br />appointment of a trustee, receiver or custodian for the Lessee or sub.
<br />stantial part of its property, or in the absence of such application, con-
<br />sent or acquiescence, a trustee, receiver or custodian is appointed for
<br />Lessee or a substantial part of its Property and Is not discharged with-
<br />in sixty (60) days; or any bankruptcy or insolvency law, or any dissolu.
<br />tion or liquidation proceeding, is instituted by or against Lessee and, if
<br />instituted against Lessee, is consented to or acquiesced in by Lessee
<br />or is not dismissed within 60 days.
<br />(b) Upon the occurrence of any Event of Default specified herein Lessor
<br />may to its sole discretion exercise any or all of the following remedies in add, -
<br />tion to any other remedies existing under law or in equity:
<br />(1) Accelerate all payments remaining due for the entire term of this
<br />Agreement, and enforce this Agreement by appropriate action to col-
<br />lect from general revenues of Lessee not arising from ad valorem tax-
<br />ation and which are otherwise legally available therefore amounts
<br />due or to become due hereunder, by acceleration or otherwise.
<br />(2) Terminate this Agreement, in which event, upon demand by Lessor the
<br />following procedure line 'Remedy Procedures') shall apply:
<br />(a) LESSEE RIGHT OF DISPOSITION. Lessee shall (f) immediately
<br />cease any use of the Property and cause the Property to be stored
<br />in an appropriate place. (it) use its best ellons at Lessee's
<br />expense to dispose of the Property within 60 days from receipt of
<br />such written demand for an amount which shall approximate the
<br />equipment's 'Fair Market Value' (as defined hereafter) as deter-
<br />mined by a qualified appraiser. The proceeds from the sale of the
<br />equipment shall be forwarded directly to Lessor and applied to the
<br />Balance Due Lessor. If the proceeds are less than the Balance
<br />Due Lessor, the lessee shall pay the deficiency to Lessor. It the
<br />proceeds exceed Balance Due Lessor. Lessee shall keep the
<br />overage.
<br />(b) DELIVERY TO LESSOR. If Lessee fails or refuses to dispose of
<br />the Property within that 60 day period, the Lessee shall, at its
<br />expense. cause possession of the Property together with all docu-
<br />ments necessary to transfer legal and beneficial title thereto and
<br />possession thereof to Lessor and t0 evidence the termination of all
<br />of Lessee's interest in the Property to be delivered at Lessor's
<br />direction consistent with the terms hereof. Lessor may then dis.
<br />pose of Property and the proceeds from the sale of the Property
<br />shall be applied to the Balance Due Lessor. If the proceeds are
<br />less than the Balance Due Lessor, the Lessee shall pay the defi-
<br />ciency to Lessor.
<br />The term 'Balance Due Lessor' shall mean the sum of all pay
<br />menta remaining due for the entire term of this Agreement.
<br />(c) Notwithstanding a return of the Property to the Lessor hereunder.
<br />Lessee shall remain liable to Lessor for any damages caused Lessor as a result
<br />of any breach of the provisions of this Agreement relating to matters Other than
<br />rent payments; provided, however, that Lessor may recover any such amounts
<br />only from general revenues of Lessee which d0 not arise from ad valorem taxes
<br />and are Otherwise legally available therefor, to the extent available.
<br />13. TERMINATION PROCEDURE. Lessee shell, upon any termination here-
<br />of pursuant to Paragraph 11 hereof deliver the Property to Lessor unencum-
<br />bered and in at least as good condition and repair as when delivered to Lessee,
<br />ordinary wear and tear resulting from proper use alone excepted. by loading the
<br />Property, at Lessee's sole expense, on such carrier, or delivering the Property to
<br />such location, as Lessor shall provide or designate at or within a reasonable
<br />distance from the general location of the Property. It Lessee fails to deliver the
<br />Property to Lessor, as provided in this Paragraph 13, on or before the date of
<br />termination of this Agreement. Lessee shall pay to Lessor upon demand, for the
<br />period from the date of termination of this Agreement to the date Lessor either
<br />obtains possession of the Property or collects the Balance Due Lessor, monthly
<br />rental in the amount set forth above.
<br />In the event Lessor is entitled under the provisions of this Lease to obtain pos.
<br />session of the Propeny due to a voluntary relinquishment thereof by Lessee,
<br />Lessee agrees to (I) fully cooperate with Lessor in all respects in ellecting a
<br />timely and orderly redelivery of the Property to Lessor; (ii) at Lessee's expense
<br />to assemble and appropriately package the Property for shipment and to make
<br />the Property so assembled and packaged available at one or more locations
<br />within the State of Florida, arranging with Lessor a convenient time for Lessor's
<br />pickup of that Property; (fit) execute and deliver to Lessor, or at Lessor's direc-
<br />tions, all documents necessary to transfer legal and beneficial title to the
<br />Properly in possession thereof to Lessor and to evidence the termination of all
<br />of Lessee's interests in the Propeny.
<br />14. ASSIGNMENT AND SUBLEASE.
<br />(a) Without the prior written consent of Lessor, Lessee shall not (i) assign,
<br />transfer, pledge or hypothecate or otherwise dispose of this Agreement, the
<br />Property, or any part thereof or any interest there, (a) sublet the Property or any
<br />part thereof, or (iii) permit the Properly Io be used lot any purpose not permitted
<br />by Paragraph 4 hereof.
<br />(b) Lessor shall be entitled with or without notice to, or the consent of.
<br />Lessee to sell, assign or transfer all or any pan of its right. tale and interest in.
<br />to and under this Agreement (including, without limitation, those with respect to
<br />the Properly and all payments of any kind due or which are to become due to
<br />Lessor hereunder) and any such purchaser($), assignes(s) or Iransferes(s) shall
<br />thereafter (jointly, It more than one) be deemed to be the Lessor hereunder,
<br />except that Lessor and Lessee agree and acknowledge that any such purchas-
<br />er($), assignee(s) or transferes(s) will have made no representation or warranty,
<br />and therefore will assume no obligation, with respect to the title, merchantability,
<br />condition, quality or fitness of the Property for any particular purpose, or for the
<br />enforcement of any warranties or service agreement mart^ or assigned to
<br />Lessee by the initial Lessor names herein. Upon Lessee's receipt of written
<br />
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