Laserfiche WebLink
ORIGINAL <br /> _ 1/ 0 <br /> Lessor BSFS Equipment Leasing, A Component of General Electric <br /> Capital Corporation Master Lease/Purchase Agreement <br /> Lessee Indian River County Contact Frances Sherwood <br /> K t l/t/ UTi _ . ��? e . c r f ✓ J <br /> 0q & Title <br /> Address Telephone Number Facsimile Number Master Lease/Purchase Agreement No, <br /> 1840 25th Street 772-567-8000 ext. 772-567-9999 7297850 <br /> 1533 <br /> City County State Zip Code <br /> Vero Beach FL 32960 <br /> TERMS AND CONDITIONS ( The Reverse side contains Terms and Conditions which are also a part of this Agreement) <br /> 1. LEASE: Lessor shall purchase and lease to Lessee the equipment and associated percent (10%) of each such overdue amount, but <br />not exceeding the lawful maximum, if <br /> items ("Equipment") that shall be described in any Equipment Schedule ("Schedule") any. All payments provided herein shall be <br /> payable to Lessor at its address set forth in <br /> which is executed from time to time by Lessor and Lessee and makes reference to this Section 18 hereof or such other place as Lessor directs, <br /> in writing. <br /> Agreement. This Agreement shall be incorporated into each Schedule. When computer 4. NONAPPROPRIATION: This Section is applicable <br /> only if the inclusion of such a <br /> programs and related documentation ("Software") are furnished with the Equipment, and nonappropriation provision is legally required . Lessee's <br /> obligations to pay Rent and any <br /> a non-exclusive license and/or sublicense is granted to Lessee in an agreement other amounts due for each Fiscal <br /> Period (as set forth in the applicable Schedule) is <br /> ("Supplier Agreement") with the suppliers ("Supplier") identified on the Schedule, to the contingent upon approval of the appropriation <br /> of funds by its governing body. In the <br /> extent permitted, Lessor grants Lessee a similar non-exclusive sublicense to use the event funds are not appropriated for any Fiscal <br /> Period equal to amounts due under the <br /> Software only in conjunction with the Equipment for so long as the Equipment is leased Lease, Lessee may terminate the Lease effective on <br /> the first day of such Fiscal Period, <br /> hereunder. The Equipment and Software include, but are not limited to, all additions, ("Termination Date"), if. (a) Lessee <br />has used due diligence to exhaust all funds legally <br /> attachments and accessions thereto and replacements thereof (collectively, "System"). available; and (b) Lessor has received written notice <br /> from Lessee at least thirty (30) days <br /> Any reference to "Lease" shall mean this Agreement, the Schedule, the Consent of before the Termination Date. Upon the <br /> occurrence of such nonappropriation, Lessee <br /> Supplier, if applicable, the Acceptance Certificate, Annexes A through D, and any riders, shall not be obligated for payment of any Rent for any <br /> Fiscal Period for which funds have <br /> amendments and addenda thereto, and other documents as may from time to time be not been so appropriated, and Lessee shall deliver <br /> the System to Lessor in accordance <br /> made a part hereof. with Section 9 of the Schedule. If Lessee terminates a Lease pursuant to this Section , <br /> As conditions precedent to Lessor's obligation to purchase any Equipment, not later than unless the following would affect the validity of <br />a Lease, for a period of three hundred <br /> the Commitment Date as set forth on the applicable Schedule, (a) Lessee and Lessor sixty (360) days from the effective date <br />of such termination, Lessee will not purchase, <br /> shall execute this Agreement, a Schedule and other documentation contemplated herein lease, rent, seek appropriations for, or otherwise <br /> obtain a system serving the same <br /> including, but not limited to, Certificates of Resolution, Incumbency and as to Non- function as the System; and such an <br />obligation will survive termination of this Lease. <br /> Arbitrage and Essential Use and an Opinion of Counsel in the form of Annexes A through 5. DELIVERY: All transportation, delivery and <br /> installation costs relative to a System <br /> D, respectively, attached hereto and incorporated into each Lease, and (b) there shall (unless included in the Price) are the sole responsibility <br /> of Lessee. Lessee assumes all <br /> have been no material adverse change in Lessee's financial condition. Upon Lessors risk of loss and damage ff the Supplier fails <br /> to deliver or delays in the delivery of any <br /> execution of the Schedule, Lessee assigns to Lessor its rights to receive title to the System, or if any System is unsatisfactory <br /> for any reason. <br /> Equipment and any non-exclusive sublicense to use the Software as of the date the <br /> System is delivered to the location shown on the applicable Schedule ("Installation Site") 6, NON-CANCELABLE NET LEASE: Subject only to the <br /> provisions of Section 4 herein, <br /> and delegates to Lessor its duty to pay to the Supplier the Price (as defined in Section 3 Lessee's obligations under the Lease are absolute <br /> and unconditional, and shall not be <br /> below) for the System under the Supplier Agreement, but delegates no other right, subject to any delay, reduction , setoff, <br /> defense, counterclaim or recoupment for any <br /> interest or obligation thereunder, all of which are retained by Lessee. reason including any failure of the System, or any misrepresentations <br /> of any supplier, <br /> 2. TERM : The lease term for each Schedule shall commence on the date of execution of manufacturer, installer, vendor or distributor. Lessor <br /> is not responsible for the delivery, <br /> an Acceptance Certificate pursuant to Section 3 of the Schedule ("Commencement installation, maintenance or operation of any System. <br /> Date") and, unless earlier terminated as provided for in the Lease, shall continue for the 7. WARRANTIES: Lessor and Lessee acknowledge <br /> that any third-party warranties, if <br /> number of whole months or other Payment Periods set forth in the applicable Schedule any, inure to the benefit of Lessee. Lessee agrees <br /> to pursue any warranty claim directly <br /> ("Term"), commencing on the first day of the month following the Commencement Date against such third party and shall not pursue <br /> any such claim against Lessor. Lessee <br /> (or commencing on the Commencement Date if such date is the first day of the month). shall continue to pay Lessor all amounts payable <br /> under any Lease under any and all <br /> The Term may be earlier terminated upon: (a) the nonappropriation of funds pursuant to circumstances. <br /> Section 4 herein , (b) an Event of Loss pursuant to Section 13, or (c) an Event of Default <br /> by Lessee and Lessors election to terminate pursuant to Section 16. 8. QUIET ENJOYMENT: During the Lease Term, Lessor shall <br /> not interfere with <br /> Lessee's quiet enjoyment and use of the System provided that an Event of Default has <br /> 3. RENT AND PAYMENT: Lessee shall pay to Lessor the amounts shown in the not occurred . <br /> applicable Amortization Annex ("Rent") attached to a Schedule except as such Rent may <br /> be adjusted pursuant to this Section and Sections 2 and 8 of a Schedule, plus any 9. TAXES AND FEES: Unless Lessee <br /> first provides proof of exemption therefrom, <br /> additional amounts due under the Lease. Rent shall consist of a partial repayment of the Lessee shall promptly reimburse Lessor, upon demand <br />, as additional Rent, or shall pay <br /> Price of the System and interest. Rent shall be paid either at the beginning or at the end directly, if so requested by Lessor, all license <br /> and registration fees, sales, use, personal <br /> of a Payment Period as indicated on a Schedule. If the Commencement Date is not the property taxes and all other taxes and charges imposed <br /> by any federal, state, or local <br /> first day of a calendar month (or other Payment Period), Lessee shall pay to Lessor on governmental or taxing authority, whether assessed <br /> against Lessee or Lessor, relating to <br /> demand interim rent prorated daily based on a 360-day year for each day from and the purchase, ownership, leasing, or use <br /> of the System or the Rent, excluding all taxes <br /> including the Commencement Date to and including the last day of such month or other computed upon the net income of Lessor. <br /> Payment Period. 10. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES <br /> Rent is based upon the Price of the System and acceptance of the System by Lessee on THAT (a) THE SIZE, DESIGN, CAPACITY OF <br /> THE SYSTEM AND THE <br /> or before the Commitment Date. "Price" shall mean the actual purchase price of the MANUFACTURER AND SUPPLIER HAVE BEEN <br />SELECTED BY LESSEE; (b) <br /> System as set forth in the Supplier Agreement and shall exclude all other costs, including LESSOR IS NOT A MANUFACTURER, SUPPLIER, DEALER, <br /> DISTRIBUTOR OR <br /> sales or other taxes included in the Supplier Agreement as part of the purchase price. If INSTALLER OF THE SYSTEM ; (c) NO MANUFACTURER OR <br /> SUPPLIER OR ANY OF <br /> the Price is increased or decreased as a result of a job change order ("JCO"), the THEIR REPRESENTATIVES IS AN AGENT OF <br />LESSOR OR AUTHORIZED TO WAIVE <br /> Lessee authorizes Lessor to adjust the Rent and Amortization Annex. If the OR ALTER ANY TERM OR CONDITION <br /> OF A LEASE; AND (d) EXCEPT FOR <br /> Commencement Date occurs after the Commitment Date, and Lessor waives the LESSOR'S WARRANTY OF QUIET ENJOYMENT, LESSOR <br /> HAS NOT MADE AND <br /> condition precedent that the Commencement Date occur on or before the Commitment DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, <br /> Date, Lessors then-current Lease Rate Factor for similar transactions shall apply and WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, <br /> AS TO ANY MATTER <br /> the Lessee authorizes Lessor to adjust the Rent and Amortization Annex, accordingly, if WHATSOEVER INCLUDING, WITHOUT LIMITATION, <br /> THE DESIGN, QUALITY, <br /> required by Lessor. CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, <br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR <br /> Whenever any payment of Rent or any other amount due under a Lease is not made LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, <br /> OR AS TO ANY <br /> within ten (10) days after the date when due, to the extent permitted by applicable law, PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE <br /> LEASES EACH <br /> Lessee agrees to pay on demand (as a fee to offset Lessors collection and SYSTEM "AS IS, WHERE IS". <br /> administrative expenses), the greater of twenty-five dollars ($25) per month or ten <br /> Except as otherwise provided in Section 3 of this Agreement and Sections 2, 3, and 8 of a Schedule, any modifications, amendments or waivers <br /> to a Lease shall be effective only if mutually agreed upon in a writing, duly executed by authorized representatives of the parties, <br /> BSFS Equipment Leasing, A Component of General Electric Capital Indian River County <br /> Corporati <br /> By BY ��E%29GC� t/ C�Yt✓ <br /> Aut orized Representative Authorized RkAresentailive <br /> PRINT NAM PRINT NAME _Camine p , Ginn <br /> TITLE DATE 41 2d p C% TITLE _Chairman DATE May 4 . 2004 <br /> SLGMLPA 7/12/99 Counterpart No. a of 3serially numbered , manually executed counterparts . To the extent that this Master Lease Agreement <br /> constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any jurisdiction ), no security <br /> interest in this Master Lease Agreement may be created through the transfer or possession of any counterpart hereto other than <br /> Counterpart No. 1 . <br />