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Resolution 163-1979RESOLUTION NO. 163_1979 A RESOLUTION AUTHORIZING THE CHAIRMAN TO EXECUTE A MASTER LEASE OF PERSONAL PROPERTY BETWEEN THE COUNTY OF MONROE AND SECURITY PACIFIC NATIONAL BANK FOR THE LEASE OF NCR 8455 CRITERION COMPUTER. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: That the Chairman of the Board of County Commissioners of Monroe County, Florida, is authorized to execute a Master Lease of Personal Property between the County of Monroe and Security Pacific National Bank for the lease of NCR 8455 Criterion Computer. Passed and adopted by the Board of County Commissioners of Monroe County, Florida, this 17th day of July, 1979. Attest: N '� 1 �" �' �,� -ice • i, ''� Elerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY. BY Attorney's Office BOARD OF COUNTY COMMISSIONERS OF MONROE NTY, ORIDA By�---- Chairman APPROVED ON- (Seal) 135 44 SECURITY PACIFIC NATIONAL BANK ONE EMBARCADERO CENTER, SUITE 710 • SAN FRANCISCO, CALIFORNIA 94111 • P.O. BOX 7722 (94120) • TEL. (415)445-4482 June 27, 1979 BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA 500 Whitehead Street Key West, Florida 33040 Attention: Mr. Danny Kolhage Director of Finance Gentlemen: We are pleased to inform you that, pursuant to your request, we are agreeable to entering into a leasing transaction with you in'accordance with the terms of the Master Lease of Personal Property enclosed herewith and upon the following terms and conditions. Lessor: Security Pacific National Bank Lessee: Monroe County, Florida Equipment: One (1) new NCR 8455 Criterion Computer Delivery and Takedown: T nII+i.. . Cost of Equipment Term of Lease: Simple Interest Rate: By September, 1979 Key Nest, Florida $175,735 in July $ 67,830 in October ---Fdve (5) Years � L9.830 �r l SECURITY Pf NATIONAL BANK - 2 - Rentals: Sixty (60) equal consecutive monthly rentals, each in arrears, at $21.16 per $1,000 of Equipment Cost. The first monthly rental is due upon execution of Lease Schedule No. 001 with the second rental due sixty (60) days thereafter. Purchase Option: $1.00 Expiration Date of December 31, 1979 This Commitment: Other: See Exhibit A attached hereto and made a part of this Commitment Letter. Unless extended in writing by us, our obligations under this Commitment Letter shall terminate if the Equipment has not been delivered at the above described Location and accepted by you prior to the above Expiration Date. This will be a net lease transaction, whereby maintenance, insurance, property taxes (if any), documentation costs and all items of a similar nature will be for your account. In- surance procedures are set forth on the attachment incorporated herein. It is understood that our obligations are contained only in this Letter or any amendment to it in writing, signed by our authorized officer. If you agree to enter into the leasing transaction on the terms set forth in this Letter and in the Master Lease of Personal Property please indicate your acceptance by delivering to us k Al SECURITY PA NATIONAL _ S _ BANK the enclosed copy of this Letter with your executed acceptance thereon within fifteen (15) days from the date of this Letter. Very truly yours, SECURITY PACIFIC LEASING CORPORATION Attorney -in -Fact for SECURITY PACIFIC NATIONAL BANK By Title Contract Administrator ACCEPTANCE: We hereby agree to enter into the leasing transaction described above on the terms and conditions set forth above and agree that the foregoing Commitment Letter shall be a part of the Plaster Lease of Personal Property referred to in said Letter. BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, F RIDA BY l.tZ/(:�----- _.- T'itl hairman Board of --bounty ommissioners -- onrde County Title Clbrk to the Board Date July 17, 1979 LGH/CW Enclosures dMMM SECURITY P' NATIONAL EXHIBIT A SANK To Commitment Letter dated June 27 , 1979 by and between SECURITY PACIFIC NATIONAL BANK and MONROE COUNTY, FLORIDA. In addition to the terms and conditions in the Commitment Letter referred to above, the following will also be required: Insurance: To be provided Security Pacific National Bank in accordance with the enclosed Insurance Authorization Letter(s), prior to funding. Opinion of Counsel: Lessee shall provide Lessor with -an opinion from Lessee's Counsel stating that the Alaster Lease of Personal Property is a valid and binding obligation of MONROE COUNTY, FLORIDA according to its tenor. Such opinion shall also affirm that the Lessee qualifies as a governmental entity within the meaning of section 103 (a) of the Internal Revenue Code ofl954, as amended, and that this transaction con- stitutes an obligation of the Lessee within the meaning of said Section. Said opinion shall be delivered to Security Pacific National Bank prior to the commencement of said Lease and said opinion must be acceptable to Security Pacific National Bank's counsel. Tax Status: This Commitment Letter is subject to Lessee being qualified as a governmental entity of "political subdivision" within the meaning of Section 103 (a) of the Internal Revenue Code of 1954, as amended, and that this transaction will constitute an obligation of the Lessee within the. meaning of said Section. Lessee agrees to cooperate with Lessor in providing evidence as deemed necessary or desirable by Lessor to substantiate such tax status. Property Taxes: Lessee shall be responsible for the negotiating and filing of property taxes on Equipment located outside the State of California and shall indemnify Lessor to the extent of any such unpaid property taxes (including penalties and interest) and costs of Lessor associated therewith. SECURITY P' NATIONAL SANK. EXHIBIT A, Page 2 Financial Statements: Annual report to be mailed to Security Pacific National Bank within 180 days from fiscal year end as well as such other financial information as the Lessor may from time to time reasonably request. Documentation: The following documents are necessary to this transaction: a) Master Lease of Personal Property (original and two copies) b) Resolution (original and two.copies) c) Insurance Authorization Letters (two) d) Information Form e) Opinion of Counsel Please execute items a through d above and return them to us, along with item e, as soon as possible. Upon our acceptance, copies will be returned for your files. The form, substance and enforceability of all instruments required by us in completing the transaction proposed in the Commitment Letter, of which this Exhibit is a part, shall be satisfactory to our legal counsel. You agree to give us such evidence of com- pliance with the conditions of this Commitment Letter as such legal counsel may reasonably require. OF ITRSONAL E'ROPI:RTY Security E'aciEic N;L L'011;1L L';.lr[k, lie t'cin rcEerred to as "Lessor llcrcb� Le;1SCS to til(2 tlndct'`_ i.�tlud "LC. S0(2 and LC;iseC hereby Le,lses trolll Lessor tlic 1)cr:,o[1;11. p['operty (h(2rein caLlcd "Equi.1)ment cs- crLbed lieLok, lll)tllt Hic 'te['Ms -,l[ld coedItlorls llc['cLnaEtcr set Eortll: L. DF- I\L1'LONS. For ;iLL purposes hercill, and Col- the purpose of the documents executed pursuant lie reto, the Followln(T terms shall have the EOL101J1I1g ►ncanings (such doEinitions to be equally applicable to both the singular and the -Plural Eorms thereof or to 'any gender thereof), unless the context indicates otherwise: (a) Commitment Letter. "Commitment Letter" shall mean a letter agreement.between Lessor and Lessee describing Lessor's commit- ment to Lessee to enter into the leasing transaction described therein_ under and pursuant to the terms and conditions of said Commitment Letter and this Master Lease and the applicable Lease. Schedule(s) and said Commitment Letter shall be deeme.d incorpor ated herein and a part of this Lease and the applicable Lease Schedule(s).. (b) Equipment. "Equipment" shall mean all that equipment leased' to Lessee pursuant to this Lease, as more fully described in the Lease Schedule(s) annexed or to be annexed her.eto,'which must be and remain tangible personal property, and/or any unit or part,., thereof, together with all additions, accessories, attachments, components, spare parts thereto and rights as -to warranty or in demnity from any sellers, suppliers,.manufacturers, transporters:"; or installers -thereof. (c) Equipment Cost. "Equipment Cost" shall mean the aggregate cost of all Equipment leased to Lessee pursuant to the terms of this Master Lease, or the determinable cost of any unit or part thereof as indicated in the Lease Schedule(s).annexed or to be annexed hereto. Nothing,herein shall prevent Lessor from increas ing or decreasing said Equipment Cost on any Lease Schedule(s) in accordance with the provisions of Paragraph 4 hereof, to provide. for any element of said.Equipment Cost not reflected therein or to provide for purchase returns, allolyances or adjustments thereo[ or to be leased tiI)Un LUSSO17 : aC.C_eptanC_e Ul LOSSOC'S request thereoo (e) �I:l;tcr L(:1;C [hC"•last0r Lease o1 Personal Property", ���•I;l iC'1' I,l';1':r ;lll(I%i1.1' "I,C.`:ltie'� lll(I ;11I. ICIC1'CneCti tfleI'etO, a t1SC(I thI-01_1tillUllt tIli; L1lStrlll1lcllt7 al.l Loasc Sciicdllle5 and all dOCt1mCI1tS Is`ucd and excCuLo"I puL-Suant Ilci•et0 or thereto, shall mean this in- Strulllcllt as exccuted or Ll later exteridod, rencl,red, amcnd- eel or supplenlcntcd, then as so extended. renewed, amended or supple - tile lit e CI . (f) Net Proceeds. In any sale by Lessor of the Equipment or any unit or part thereof, "Net Proceeds" shall -mean the amount received in'cash upon the sale thereof, less.all expenses incurred by or for Lessor in connection with such sale, including reconditioning and removal expenses, repair costs and commissions, reasonable attorneys.' fees and less .all sums accrued and unpaid to Lessor, pursuant to thi.' Master Lease, to the date of such sale. ?. LEASE. Lessee may, concurrently herewith and/or from time to time here- after, request the lease of Equipment pursuant hereto. Upon.the favorable review and acceptance of.any such request by Lessor under the terms of a Comrnitmen.t Letter, or otherwise, .in whole or in part, and upon Lessor's re- ceipt of good, marketable and unclouded title in and to the Equipment, said. Equipment shall be leased pursuant to the terms .of this Master. Lease. All items of Equipment leased by Lessor to Lessee hereunder shall be identified. on and leased pursuant to its appropriate. Lease Schedule. Lease Schedules shall be separate and consecutively numbered and shall be for amounts satis- factory to Lessor. It is understood and agreed that units of Equipment may., be maintained or located at different business locations, may be scheduled at different times, may be leased for different periods, 'may require differ- ent rental rates and on account of any such differences; such units shall', at the discretion of Lessor, be leased pursuant to a. separate Lease Schedule hereto, notwithstanding that said units are combined in one request for leas or may coexist at one single location. 3. RENT. The total rent payable hereunder, including interest shall be the aggregate rent of and as set forth on each and every Lease Schedule ex- ecuted -pursuant hereto. Lessee promises to pay Lessor said rentincluding interest a(s indicated on the Lease Schedule(s). 4. LEASE SCHEDULE'- ADJUSTMENTS. Lessor may make adjustments for the benefit of Lessee to the Equipment Cost and total rental listed on any Lease Schedul e J)L,1rsL1a t to the .Prop. 1 ions 1I' Scct i ill I ( c 1 heL.c inahove ar ncE/oSection 13 lie reinhelol�. l'crtoclLc •rtcnt: BIl;Li1 a1';0 1)e prcpoI-tiori;l•tc1;, adjust ed, so that the ,ldiltsted ,)tLI I•cnt;LI wIII he p;ti.cl 1n` Fuld by the crid of the Lease Sclrcdul.c term. Lc.,;sor r•;i11 give 1,cssec rrotEce of any such :Ldjllstment with ten (1U) day s the rco 5. TEPM l'llc tcrIll 1)t e;ICI1 Lc;tse ScIIed(tl(2 sha11 1)e and conti.nuc for the time therein provi'lecl, or Lor ;lnv renewals or eztens Lons thereof unless car - 1icr torRlLrlated pursI,Jant to tile - provl.slons of Paragraphs 13, 21, or 72 here- in. G. EQUIPMEiNT SELECTION r1ND ORDERING. Lessce hasselected the type, quanti- ty and suppliers of the Equipment leased hereunder. Lessee shall ensure that all Equipment is properly. invoiced to Lessor. Lessor shall insert.the serial number, descriptive material, Equipment Cost, and other relevant 'matters on an appropriate Lease Schedule. LESSOR SHALL NOT BE LIABLE FOR, NOR SHALL THE. VALIDITY OF THIS LEASE, OR ANY LEASE SCHEDULE BE AFFECTED BY ANY DELAY IN OR FAILURE OF DELIVERY OF SAID ORDERED EQUIPMENT. Lessor shall have no duty to inspect the Equipment. If the Equipment is no-t-properly in- stalled, does not operate as represented or warranted by any supplier or -is unsatisfactory for any reason, Lessee shall make any'claim on account thereo solely against said supplier. LESSEE HEREBY ASSUi`IES THE RISKS, BURDENS AND OBLIGATIONS TO ANY SUPPLIER ON ACCOUNT OF NONACCEPTANCE OF THE EQUIPMENT AND/OR CANCELLATION OF THE LEASE AND UPON THE OCCURENCE OF SUCH EVENT LESSOR WILL ASSIGN, WITHOUT RECOURSE OR WARRANTY, ITS RIGHTS AND TITLE TO SAID PURCHASE ORDER AND ANY INVOICES TO LESSEE. 7. USE AND MAINTENANCE. Lessee agrees to use the Equipment in a careful and proper manner, and to comply with and conform to all federal,. state, municipal, and other laws, ordinances and regulations applicable in any way to the possession, use or maintenance of the Equipment and to comply with and observe all conditions of coverage of any policy of insurance maintained thereon by Lessee, all operation and maintenance instructions and manuals an customary trade practices applicable to the Equipment. The Equipment shall only be used by qualified (and if required by law.or regulation, duly li_- censed) employees of Lessee. Subject to the foregoing, Lessee shall be en- titled ,to unlimited use of the Equipment and to operate the' Equipment at any time and .for any period of time at the convenience of Lessee and Lessee.ma'y use the Equipment for such purposes and functions as it may deem necessary or convenient. 3 y. - :111r1T lrize, a11(1 ;Ippoints Lcssec to on torce, L i i L t s o w I I TI;iI;TI 11T',' C aL'M '.N';IT'1',L11t.', :ii3rcoiTient'or represeritatlon which may he made ;I ,;T i n_; t Iny :,upp 1 i c r :) I: Said liqu i.pnlcnt . [11JT LESSOR MAKES NO :1:\FF1:R WITHOUT [ MI I'ATION, 1111", ! \ I"1:N !' M: OR I;Ni;ORCI:AI1 I L IT ' OF ANY SUCH CLA I.M, WARRANTY, ACREE,\11:NT OR l:l:!'I:1:S1:N'!::\"I' fON. NO DI:FEICT OR UNI: LTNESS OF THE EQUIP- MENT SHALL REl,[l:\'fi I.I:S:;[:I Of. ru. OI,[.,I(,,,\'I'[ON 'fn i'i\), RI;�I'E OR OF !\NY OTHER OB- LIGAT ION UNDER Tll IS i..E:\SE . 9. DISCLAIMER OF I%ARP.ANTY. LESSOR, NOT BEING THE, IMA,NUPACTURER OR SUPPLIER OF ANY OF THE EQUIPMENT ``O[' A DEALER IN SIMILAR EQUIPMMENT, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENT:\TION-, 1VARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO TIIE DESIGN, DURIBILITY, FITNESS FOR USE, SUITABILITY OR MERCHANTIBILITY OF THE EQUIPMENT I.N ANY RESPECT, AND AS BETIVEEN LESSOR AND LESSEE, :ALL EQUIPMENT SHALL BE ACCEPTED AND LEASED BY LESSEE "iVHERE IS", "AS IS" .AND "11JITH :\LL .FAULTS", AND LESSOR .SHALL NOT BE RESPONSIBLE FOR ANY PATENT OR LATENT DEFECTS THEREIN. LESSEE AGREES TO SETTLE SUCH CLAIMS DIR- ECTLY WITH THE SUPPLIERS AND WILL NOT ASSERT ANY SUCH CLAII`iS AGAINST LESSOR. 10. TITLE. Title in or to said Equipment shall not pass to Lessee, except. in accordance with the terms, conditions and provisions of this Lease and pursuant to the rights herein expressly- granted to Lessee. Lessor and Lessee do not intend nor admit that this Lease is intended as security, but to the extent (at any time or from time to time), if any, that this Lease is, asserted to be or have been intended as security, Lessee. and Lessor inten and agree that Lessee hereby grants a security interest to Lessor in the equipment leased hereby, the proceeds of any sale, assignment, lease, or sublease thereof, and any other rights Lessee may -have in or to said equip ment or proceeds. At the expense of Lessee, Lessee agrees to cooperate with Lessor.in executing such financing statements or other documentation require by law, the U.C.C. or otherwise to protect Lessor's title and rights to said equipment and Lessee irrevocably authorizes Lessor to file financing state- ments signed only by Lessor in all jurisdiction where permitted.by law. 11. ALTERATIONS. Lessee shall notify Lessor and shall make all alterations modifications, additions or attachments deemed necessary by any federal, state or local governmental agency for the continued usefulness of the Equip ment. Lessee -is hereby given the right, at its sole expense, to make other alterations, modifications, additions or attachments to the Equipment so. long as the value or the usefulness of the Equipment is not reduced thereby. IlamcpLatc, :;er1,11. iIIlClhcr )r )Tli l �i.m mar d1stinI,'uLsl11n', 11:lllUta._ �.li'C. I- 1i11111bUt' UI Glat k Ufl CIIc 1:.1L111�1!1.11T k)thcl-l•: L: c ;l4;rCec! h�' Lessor, :111 t11tCIiltlUns, 111odL�L�atic)n:; ;1d.ILtI.UIIS i111d o ,v1i:itsocver kind or natLII 0 Illade to the 1:qu L1)IIIc11 t :,11:1 I I 1.illllicki La TL', 1 v I)(' ',Ilb j ec `- tf) l I 1 tI1C tcrlll:; Ut this Leaso. 1'. i,ABF'I'S. IC 1, c 11)licy Lcs,cc w. th labels, plates or other nlarkin. S 1; 10WiII 1,csS01-'s i Itcrcat in t I I o ,E(Iul 1)111cllt, Lessee S11�L11 a; Ci,c and kccp the same attlxod to Cacil sopar:ltely placed or {loused component thereoF in a prod- t � inent place thereon. 13. LOSS :AND DAMAGE. Lessee shall assume and bear risk of loss and damage (including any govornriontal requisition, condemnation or confiscation) to the Equipment and all component parts thereof from any and every cause Whatsoever whether or not covered by insurance. No loss or damage to the Equipment or any component part thcrcof shall impair any obligation of Lessee under this' Lease, Which shall Continue in full force and .effect except as hereinafter expressly provided. Lessee shall repair or cause to be repaired all damage -to the Equipment. In the event that all or part of the Equipment s-hall, as a result of any cause Whatsoever, become lost, stolen, destroyed, or rendered irreparably unusable or damaged, as determined by Lessee, then Lessee .shall Within ten (10) days after it shall have made such determination, fully inforl `:'Lessor in regard thereto and shall pay Lessor the remaining rentals due as of the date of payment thereof, and all rentals and other sums past -due or becom- ing due to.. and including such payment date, in respect of such Equipment. .Upon payment of said amounts, the Lease.Sche.dule shall terminate as to said Equipment. 14. INSURANCE. Commencing'at such time as any risks pass to Lessor from any, supplier of the Equipment and continuing thereafter, until Lessee has deliver! possession of the Equipment to .Lessor, or as' otherwise herein' provided, Le.sse( at its expense, agrees to and shall keep the Equipment adequately insured wit] responsible insurers satisfactory to Lessor, and said insurance shall protect all'intere'st of Lessor and be for such risks, including the liability of Less( for public liability and property damage, and be in such amounts and form as Lessor may require. Said insurance shall name Lessor as an insured or addit•- ional insured and shall not be .excess over other coverage but shall be primary in.suran.ce up to and including the stated policy limits. Said insurance shall cover the interest of both the Lessor and Lessee in the Equipment, or as the s .1 vperat loll of- Elle E(J li L;`'irlell~ llt._I1 f llti l l :lrll 11:11 L 1)LO1 01' tell ! Lill d:1v 1)rioI- written nutic. ;.) I,_� oI k)I- c.a11ccLI;ltton restricLIo11 or reduction ui cr;IL;e. ALL 11)I i icti 01- CCI-tiii.catcs of irlsur;lnce sIia11 be lie l 1�"l I ('C1 tU I,C O C . gill l,l' Il l',l i1C e ;ill;l i L I)C: I I1 SIICII :1111U11n t;i :LS 1,1_. ) r may re(11.1 i rc 1 10 n r d;IIII; I1" i 11_ ll 1-;lI1(:C skirl L 1 I)c pnya1) Le to Lessor, but 1,0�4S0r ILI such ins III-,Incc proceeds to 1,ess0c at such t1.1110 :Is LCS CC itllcI- (L p1-0Vidcs Lcs:,or satL'siF,ICt0ry p.roo[ that t110 damage ^leas been rep:ti. red ;lnd the Equiipmcnt has becri restored to good working order aIld ConditloIl Or ( Li) has paid to Lessor the',L1110UniS otherwise due to Lessor on loss Of such F-C1-U1p111e11t. 15. TAXES. Lessee shall be responsible for the timely payment and discharg!- of all license or registration fees, assessments, sales and use taxes, rental taxed, gross receipts taxes, personal property taxes and other taxes now or hereafter imposed by any federal, state or local government upon the Equip- ment or upon the ownership, leasing, purchase, possession or use thereof (f%�hether the same be assessed to-Lessor.or Lessee). Lessee shall pay and discharge at least ten (10) days before delinquency any and all..such fees, assessments and taxes directly to the proper levying authority, unless other- wise required by law or otherwise directed from time to,time by -Lessor. Lessee shall pay to Lessor the amount of an), taxes billed to or otherlaise-re- '_ mitted by Lessor withiIl ten (10) days of notice thereof. Lessee, upon notic( to Lessor, may, in Lessee's own name and at Lessee's expense contest or pro- test any such taxes. Lessee shall, in addition, be responsible to Lessor, fog the payment and discharge of any penalties or interest. Nothing herein shall be construed to require Lessee to be so responsible for any federal or state taxes, or payments in lieu'thereof, imposed upon or measured by the net incoi:: of Lessor or, except as:provided hereinabove, any penalties or interest -re- sulting from Lessor's failure to timely remit.such tax payments. 16. LIENS AND ENCUMBRANCES. Lessee will at all tinges protect and defend, at its own cost and expense, the Lessor's interest in the Equipment and keep th( Equipment free and clear from all claims, liens and processes and other en- cumbrances, except (i) the rights of Lessor and Lessee hereunder, (ii) Miens for taxes either not yet due or being contested in good faith and by approp- riate proceedings, so long as such proceedings do not involve any danger of the sale, forfeiture or loss of the Equipment, and (iii) inchoate ntaterial- men's, mechanic's, workmen's, repairmen's, employees or other like liens otherwise. the respons.ibil ity of I,essec hereunder. 17, INDEMNITY. Lessee assumes liability for and hcroby agrees to the extent allowed by law (whether or not Lessor is otherwise insured thereon) to in- demnify, protect, save anti I:eep li.armlcss Lessor and its agents and employees from and against any cInd -'I I I i<ihi.l it.ies, obl lgati.ons, losses, damages, penalties, claims, tax claims, acti-on, suits and proceod:ings, including .legal expenses and reasonab.1c-attornevs' fees, of whatsoever kind and nature, imposed on, incurred by or asserted against Lessor because of the manufacturer, pur- chase, transportation, acceptance, ownership (including absolute or strict liability in tort, constrict or otherwise) use or rejection of the Equipment (including, without limitation, latent and other defects, whether or not dis- coverable by Lessor or Lessee), and any claim for patent, trademark or copy- right infri-ngement. 18. LESSOR'S PERFORMANCE OPTION.- Should Lessee fail to make any payment or to do any act as provided by this Lease, then Lessor shall have the right (but not the obligation), without notice to Lessee of its intention to do so and without releasing Lessee from any obligation hereunder, to make or to do the same, to make advances to preserve the Equipment or Lessor's interest thereto, and to pay, purchase, contest or compromise any insurance premium, encumbrance, charge, tax lien or other sum which in the judgement of Lessor appears to affect the Equipment or the other interest of Lessor thereto, and in exercising any such rights, Lessor may incur any liability and expend whatever amounts in its absolute discretion it may deem necessary therefor. All sums so incurred or expended by Lessor slial.l'be due and payable by, Lessee within ten (10) days after notice thereof. 19. ASSIGNMENT. Any transfe'r, assignment, sublease, -conveyance -or pledge of Lessee's interest in and to this Lease or the Equipment, whether by operation. of law or otherwise, without the prior written consent of Lessor, shall be void. Lessor, its successors and assigns, ma.y assign this. Lease and/or grant security intere,sts therein or in the Equipment, in whole or in part, without notice to Lessee. 20. SURRENDER OF EQUIPMENT. Unless Lessee exercises its option to purchase under Paragraph 25 hereof, at Lessor's request, upon expiration or earlier termination of the Lease, or any renewal. -or extension thereof with respect to the Equipment, Lessee shall. return the same to Lessor in good repair, con- dition and working order, ordinary wear and tear resulting from proper use thereof alone excepted (a) by delivery of the same at Lessee's cost and ex- pense to such place,as Lessor shall specify within the county where said Equipment is -located, or-(b) by loading the same within the"county where J' 7 �� said. Eq,uipnlcrlt i.s LocaL.c i .I LCs ' : : _l:, t 111d c x p e j I c 1. inc 1.ud ink; Culp Pr'-- paid Lrl-;ura[1lC1 Orl !,u:tr,i ­tIcI1 C:trri r t1; !..C, or :I1:1L1 sllcciCy aI)d shi pPi.n<, th, same, freight collect, to the k1Csti.nation dcsinat:ecl h� L.cssor. Lessee shrill be responsi1)10, :lt it:; Cx1)e11,;0 co I- t:lie Proper :lnd aidcclttatc Pnckinl; grid crati: of the I;Lill ipill Cnt, 1:11ic11 sh:ll.l. i_ncL11d0, i.0 nCLCss:LI•y to pl'oscrve any I.Varranti.c: or agrc011ie nts 111 resllc c:t I:o t!1(2 FM.Ltil)1ncrlt, t11C supervi.si.orl and/or handling of said packing and cr;tti_rl1)V nlarlrtf;lcturCr's rCPI-CSC11tativ0s. Nothing herein shall prevent Lessor from ah:111donLrl any or all oaf the Equipment in place upor the expiration of Lcasc terms without arty liability therefor to Lessee. 21. EVENTS 017 DEFAU1,T. The occurrence of any, of the following events shall,.. at the option of Lessor, constitute an event of default under,this Lease: (a) The nonpayment by Lessee of any rental payment when due, or the nonpay- ment by Lessee of arl\• other suin required hereunder to be paid by Lessee, whici nonpayment continues for a period of ten (10) days following written notice' thereof from Lessor. (b) The failure of Lessee to perform any other term, covenant or condition of this Lease which is not cured within ten (10) days after written -notice thereof .from Lessor. (c) The failure of Lessee to meet Lessee's bond or other material credit q obligations when required under the instrument(s) evidencing such obligations. (d) The determination that any of Lessee's representations or warranties mad: herein or on any statement or certificate at any given time in writing pursuar hereto or in connection herewith are false or misleading in any material nes- pect. 22. REMEDIES. Should any event of default occur and be continuing, Lessor may.without retaking possession of the leased property, liold Lessee liable for all rents and other sums which shall become due thereafter under the'term: .of this lease and may recover such sums from.Lessee from time to time as they become due or at any, time thereafter (subject to any applicable statutes of limitation), or Lessor may retake (by Lessor, independent contractors, or by requiring Lessee to assemble the Equipment for Lessor) possession of the Equipment (without liability to Lessee therefor, which is hereby expressly waived) and either: (a) retain possession 'of the Equipment and terminate this Lease by giving Lessee ten (10) days written n'oti_ce to that effect, in which event Lessee shall be liable for all rents and other sums accrued and unpaid prior to such. termination. •, `b) Lease the F(Il1 LI)MI Ilt Ci? :1 CI11I (1 p;i i't`." l [? I- the ;ICCOUnt o l' Lessoc ;ln,l recover LI-oiii Lessee ;Ind" lCl 1.�:ICIlC;' bl'l'ra�'eIl i:Ile rCnt:i providC'd IO1 Ile relll ;1:;. they ;ILL due and th[) recc'L s. l i I- fit IIc11 L111.rd p1-1rt,', (cl sell SLICII F.(III LI)MPTIr_ :1r. 11u1)1 i.c I. I)rLVat0 ';Z1I i.n 1.1111ich Cvent 1,C-see sha 11 be L iab 10 to 1,rs so r in t1Ie ;1111ollil t , if- any, by wil i.ch the Nc t P rocecdS of sale shaLL be Less than Ulle present vat -tic of the then bal;Ince of rentals and interest Clue on the 17(Iui-pmcnt. Lessor's IMI-SUit and e111-01-CCIIiCIlt of any one or more rerncdy sh'a11 not be deemed an election or ltiaiv:er b;r Lessor o E any other .relliedy. Any Net Proceed:) received by Lessor in excess of all remaining rents and other amoun_t•s due Lessor hereunder shall be received for the account of Lessee:but Lessor shall have no liability for interest thereon. Lessor shal'1 not be 'entitled to -re cover a greater amount In damages than Lessor could have ,gained by receipt "of: Lessee's full, timely and complete performance of its obligations pursuant. to the terms of this Lease. In addition, Lessor shall attempt in good faith to mitigate -it's damages, but Lessor shall not be obligated to sell or re -lease the Equipment and in the event of any such sale Lessor may bid upon and pur- chase an}• of the Equipment. Any sale or re -lease may be held at-such.place or places as are selected by Lessor, with or without having the Equipment :presen.t.. Any such sale or re -lease, may be' at wholesale or retail., in bulk or in parcels. Time and exactitude of each o-f the terms and conditions of .the Lease are hereby declared to be of the essence. Lessor may accept past.: due payments without modifying the terms of this Lease and without waiving .any further rights of Lessor hereunder. Except as expressly provided herein, neither Lessor nor Lessee shall be liable to the .other for any consequential','' or incidental damages. 23. LOCATION. The location of the Equipment shall be as hereinabove set for and Lessee shall not remove said Equipment therefrom without the prior writte consent of Lessor. 24. INSPECTION BY LESSOR. Lessor, its agents or employees, shall at'any and all reasonable.times"during business hours have the right to enter into and upon the premises.where any Equipment may be located for the purpose of in specting the same or observing its use. 25. PURC1-LASE OPTION. Upon Lessee's repayment of all rents and other sums provided for in any Lease Schedule and upon the termination of the lease term or any renewal thereof, all the right, title and interest.of� Lessor in and to the Equipment set forth in its Lease Schedule shall vest ;in and become the property of said Lessee upon payment of One Dollar .($l) an ,Said Lessor 9 - covenants that it wit i `}:: 1 11po11 x._cutto L C S CC, ;I Bi.I1 01= sa10 of aI-I Lt5 r•L011t, tlttl' :lntl llltrCtit IIl ;lull %U the 1C111L1)PI('11t IlIlCler SL)ledllle ;eLleI1e O L l cI ll L(l Il t11 Ls �ai tC r Le, So t01 the contr;IrV 110rl:i r}Is; In i i II.1, ill l C) 1_(2111C11r5, Cc!u}pmc 11t, rc1),11.r: or ;Icces - o r ies mcILIC to 01. !) L:1C ccl ill OF u}Ion Said liqu i pnlen t s11rI I. 1 hccome ,1 componcn t part thCrcoL an.} titLc r11Crct0 ;II;1LL hC 1.I11nlccli�Lte1v vested Ln Lessor and slialt be incLudcd under the terms hereof, i1L1, advances mado,'by Lessor to prese.l:v.e s(.1Ld FquLpmcnt or the Lnterest of Lessor t}lerein, including attorney' s Foos , - or to p,ly insurance premium for insurance tlzereo f or to discharge and pay any taxes, liens or encumbrances thereon shall be added to the unpaid balance of rentals due hereunder and shall be repayable by Lessee to Lessor immediately upon demand, and, if not paid upon demand, shall bear'interest at the rate of seven percent( 7 0) per-annum until paid. 26. -INTEREST. Any- amounts required to be paid by Lessee pursuant to this Lease and not paid when due (except as extended in Paragraph 21(a) herein - above) shall bear additional interest at the greater rate (compounded annually and based upon a year having 36S days, actual day months) of (1) Lessor's.then hijliest cost of funds or seven percent 7 %) per - annum. 27. HEADINGS. Section headings herein are used for convenience only and shall not otherwise affect the provisions of this Lease. 28. EFFECT OF WAIVER. No failure or delay on the part of Lessor in the ' exercise of any power, right or privilege hereunder shall operate as a t�aiver thereof, nor shall. any single or partial exercise of any such power, right or privilege preclude other...or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this. Master Lease are cumulative to, and not exclusive of, any rights or remedies otherwise available. 29. SURVIVAL OF WARRANTIES. All agreements, representations and warranties of Lessee made herein shall survive the termination of this Master Lease and any Lease Schedule. 30. APPLICABLE LAIV. This Master Lease, the Lease Schedules and all document issued or executed pursuant hereto and the rights and obligation.s of the parties 'thereunder and hereunder shall be governed by the, lalws of the State of I'lorida. If any provision of this Lease or any rein edy provided herein be invalid under any applicable law, such provision shall be inapplicable . and deemed omitted, but the remaining provisions of this Lease shall be and:._ :remain effective in accordance with their terms. THIS MASTER LEASE MAY ONLY, 10 ; Z_¢a f•Rsva.m'�S'i-' sa�A.'ro�..�--svwa-=. m-r- 7x'7'�°cam ;:1�^- vr' �t..�^"'�t"' " .� 1! .. . '�4"'W R-..s nt=,-i ...,.....h-+„ t1e �i3-'rfk�,'; ate' tr -t.! b I� ... _�E.wQ�'b»w^.xs c�.�M�:--tr'�nzc�^i1x-r.,.ss;a�.-mr-ctr-x-a_-...-:nv-^.-='rxr.r-•rc,_ ..-n: _. -. �...:-........y_;__,.......-,t-_.:.,!-.. ..." Ia i31: \?•Il:`:Df:D �)!: `• 01-) 11' 1 i:D ! 'i .\:1; !hT, iT II GNIiD IY" A l)UI,':' :1LJTIi I - (IF ill: i'.'',i:i"t' TO i�l: ("HAR1.l� i :1:\ll .11;i.[:I:ti I'iL\C \!: I'll[: :lll ! I,1l;i\ ,:Oi: :1iv'1, :�;f1LI;S;�l:1.'�1 iS AN :1(;I:N"f OF LL:SSOi., '! ,fib t :, . r r ,r, - r \ND �;O SU(,.! if! !:. •'i.... ; ," I ,I, ! .. .i) vn :\I, I'li, lAll::`;U O{: .'.UI) TO .',:.'i TERM OR CONDITION OF VIII:) ;1:\: '!'f:l: I.i:AS1;, :\,VI) AS TO 'fill: E0U1PMl.:NT 01) .VN')' Ol'!II:i,) ,IAT'I"I:1: !3Y ANY - lUi'l'LIA:lz OR SAIA:SMAN SHALL IN ;1;Ji l',A AF1:ECT L.I:SS1:1-1 DlITY" 1"0 I'.\Y I:I:N'I' :\ND ITS 0TIlFR OBL iG:\'I'10:VS AS Si;"f 1.0RTII-Ii71]-I"EIN. 31. COUNT ERP.\RTS . Tills Alas to r Le".lse may he executed in -any nuinbcr of count - erparts, each of which sliaL1 be deemed an original, but all such counterparts to�etlier shall constitute but one and the same instrument, except to the ex- tent, iE any, that this �%lastcr Lease constitutes chattel paper, no security interest therein may be created except through the transfer or possession of the original counterpart, which may be so identified by Lessor. 3-7. NO"IICES. all correspondence, payments and/or notices required or per- mitted to be given shall be in writing, and may be personally served or sent by United States mail ,vith postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto (until notice of a c}iange thereof is served as provided in the preceding sentence) shall be as follows LESSOR: LESSEE: Security Pacific National. Bank BOARD OF COUNTY COMMISSIONERS c/o- Security Pacific Lcasing.Corporation MONROE COUNTY, FLORIDA. One Embarcadero Center, Suite 710 500 Whitehead Street P.O.' Box 7722-San Francisco, CA 94120 Key West, Florida 33040 33. REPOSSESSION. LESSEE ACKNOWLEDGES THAT, PURSUANT TO PARAGRAPH 22 HEREOF, LESSEE HAS BEEN GIVEN THE RIGHT TO REPOSESS THE EQUIPMENT SHOULD L. LESSEE BECOME IN DEFAULT OF ITS OBLIGATIONS HEREUNDER. LESSEE HEREBY WAIVES THE RIGHT, IF ANY, TO REQUIRE LESSOR TO GIVE LESSEE NOTICE AND A JUDICIAL HEARING,PRIOR TO.EXERCISING SUCH RIGHT OF REPOSSESSION. Dated as of: June 26, 1979 SECURITY PACIFIC LEASING CORPORATION Attorney -in -fact for SECURITY PCIFIC NATIONAL BANK 'LESSOR By Title Contract Administrator Ti Lease No. 3414 By BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA •litie Clerk J ADDENDMN1 TO MAS• I-IR LI;ASI_, 01: PI_;RSONAL PROPERTY Addendum to M.istcr Lease ol- Personal I'roj)erty between Security Paci.['Lc Nationnl Bank nn(.l the Board of County Commissioners of Monroe Count)', cl;itecl. as of June 20, 1979. NONAPPROPRIAI'ION. If the Lessee is not appropriated sufficient funds to enable Lessee to continue making the payments required wider this agreement during any of Lessee's fiscal years sub- sequent to the one on which the lease is executed, and Lessee is then without any other funds which can be lawfully expended by Lessee to continue making such payments., then this Lease shall be terminated effective upon expiration of the fiscal year in which sufficient funds to continue satisfaction of Lessee's.obligati.ons under the lease were last appropriated to Lessee, and Lessee shall not, in this sole event, be obligated to make any further payments due beyond said fiscal year: �— — However, in such event, Lessee shall surrender the equipment to Lessor in compliance with Paragraph 20 of the Lease entitled SURRENDER OF EQUIPIMENT. Dated as of: June 26, 1979. SECURITY PACIFIC LEASING CORPORATION, Attorney -in - fact for SECURITY PACIFIC NATIONAL BANK Bye Title Contract Administrator Lease No. 3414 "LESSOR" BOARD OF COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA By Tit1e-,�eh"a-firma Board of County Commissioners -r"Vionroe county V Title C rk "LESSER"