|
<br />All auch equipment and IcceaoriClshlll be ranoved by Les_ upon tcrminltion of this Agreement, provided thlt any relUlting damlge shill be repaired It Lcuee's
<br />expense. Any such equipment or ICCCUQries not n:moved chill become the property of Lessor.
<br />(b) Without the written consent of Lessor, Lessee shall not make sny other altcntiortll, modifications or improvemenu: to the
<br />Property except 1.1 required or penniLted hereunder. Any othc::r Ibentions, modifications or improvements to the Property chall immediatcly become part of the
<br />Property, subjcct to the provisions hereof. Without the prim written cmsent ofLcuor, Lessee shall not affix or attach any of the Property to any real property. The
<br />Property chall remain personal property regardless of whether it bccanca: affued or attached to real property or permanently rests upon any real property or any
<br />improvement thereon.
<br />
<br />8. Lie os. Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, security intcrea:t, pledge, lien,
<br />chll8e, encumbrance or claim on or with respect to the Property, title lhereto or any intel;Clt therein, except the respective rights of Lessor and Lessee hereunder.
<br />
<br />9. Damage to or Destruction or Property. Lessee shall bear the entire risk of lOIS, damage, theft, or
<br />destrUction of the Property from any llRd every cause whatsoever, and no lou, damage, destrUction or other event shall release. Lessee from the obligation to pay the
<br />full amount of the lClUll payments or from any other obligation under this Agreement. In the event of damage to any item of the Property, Lessee will immediatcly
<br />place the same in good repair, with the proceeds of any insurance recovery applied to the cost of such n:pair. If Lessor detcnnines that any item of Property is lost,
<br />stolen, destroyed or damaged beymd repair, Lessee at the option of Lessee will either (a) replace the same with like property in good repair or (b) on the next Lease
<br />Payment Date, pay Lessor (i) all amounts then owed by Lessceto Lessor under this Agreement, including the Lease Paymcntdue on such date, and (ii) an amount equal
<br />to the applicable OptiOll to Purcl1ase Value setforth in ExhibitS.
<br />
<br />10. I nsu ranee. Lessecshall either be self-insured with regard to the Property or shall purchase and maintain insurance with regard
<br />to the Property. Lessee shall indicate m each Certificate of Acceptance executed in relation to this Agreement its election to be self.insured or company insured. with
<br />regard to the Property listed OIl that Certificate of Acceptance. Whether Lessee is self.insured or company insured, Lessee shall, for the tcnn of this Agrec:mc:nt, at its
<br />own expense, provide comprehensive liability insunnce with respect to the Property, insuring against such risks, and such amounts 15 are customary for lessees of
<br />property ofa character similar to the Property. In addition, Lessee shan, for the term of this Agrec:ment, at its own expense, provide casualty insurance with respect to
<br />lhcPropcrty, insuring against customary risks, coverage at all times not leu than the amount of the unpaid principal portion of the Lease Payments required to be made
<br />pumuant to Section las of the last preceding Payment Date specified in Exhibit B OIl which a Lease Payment was made. If instuance policies are provided with respect
<br />to the Property, all insurance policies chall be with in= authorized to do business in the SUIte. where the Propcny islocatcd and shall name both Lessor and l..essc:c IS
<br />insureds as their respective intereSt mlY appear. Insurance pnx:eeds from casualty losses shall be plyablesolely to the Lessor, subject to the provisions of Section 9.
<br />Lessee shall, upon ftlCJUCSl, deliver to Lessor evidence of the required COvengC5 together with premium receipts, and each insurer shall agree to give Lessor written
<br />notice ofnoopayment of any premium due and ten (10) days notice prior to cancellation or alteration of any such policy. Lessee shall also carry and require any other
<br />penon m entity wotking on, in or about the Property to calI)' workmen's compensation insurance covering employees on, in or about the Property. In the event
<br />Lessee fails, for any reason, to comply with the requirements of this Section, Lessee shall indemnify, save hannless and, st Lessee's sole expense, defend Lessor and its
<br />agents, employees, officers llRd directors and the Property against all risk ofloss notcovercd by insunmce.
<br />
<br />11. Ind em n Iffc a tlon. Lessceshall indemnify and save harmless Lessor and iu: agents, employees, officen and dimctors from
<br />and, at Lessee's expense, defend Lessor llRd its agents, employccs, officen and directors against all liability, obligatiOlls, losses, damages, penalties, claims, actions,
<br />costs and expenses (including but not limited to reasonable attorneys' fccs) of whatsoever kind or nature which in any way relate to or arise out of this Agr=ment or the
<br />ownership, :rental, possession, operatioo, condition, sale or n:Illrn of the Propen.y. All amounts which become due from Lessee undcr this Section 11 shall be credited
<br />with any amounts received by the Lessor from insurance provided by the Lessee and shall be payable by Lessee within thirty (30) days following demand therefor by
<br />Lessor md shall survive the tcnnination or expiration of this Agreement.
<br />
<br />12. NoW arran ty. EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO TIIE
<br />PROPERlY MADE OR ENTERED INTO BY TIlE MANUFACl1JRERS OR SUPPLIERS OF 1lIE PROPERlY, AlL OF WInCH ARE HEREBY ASSIGNED TO
<br />LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENr A TION OR W ARRANrY, EXPRESS OR IMPUED, AND ASSUMES NO OBUGA TION WITH
<br />RESPECT TO THE TITLE, MERCHANTABILfIY, CONDmON, QUALfIY OR FITNESS OF TIlE PROPERTY DESCRIBED IN ExmBIT A FOR ANY
<br />PARTICULAR PURPOSE OR TIlE CONFORMITY OF THE PROPERTY TO SPEC1FICA110NS OR PURCHASE ORDER, ITS DESIGN, DELIVERY,
<br />INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without in any way excusing Lessee from its obligations under this Apemcnt, and
<br />I...cuor shall not be liable to wsee for any damages on account of auch risks. All claims or actiOl\l. on any wlIrl.l1ty 50 assigned shall be made m prosecuted by I...essce,
<br />at its IOlcexpcnsc, upon prior written notice to Lessor. Lcuormay, but shan have no obligation whatsocverto, panicipate in such claim or action on such warranty, It
<br />Lessor'. expense. Any recovery under such a warranty shall be made paYlble jointly to Lessee and Lessor.
<br />
<br />13. Option to Purchase. Provided Lessee has complied with the lem1s and conditiOlls of this Agreement, Lessee shan have the
<br />OptiOll to purchase not less than all of the Property which is then subject to this Agreement, ~as is~ at the payment date, for the OptiOll to Purchase Valucs set forth in
<br />Exhibit B by giving written notice to wsor not less than sixty (60) days prior to the date specified in Exhibit B for the exercise of sueh option; provided that upon
<br />Lessee's timely payment of all Lease Payments specified in ExhibitB, Lcsseeshall be deemed to have properly exercised its option to putehue the Propc:tty and shall be
<br />deemed to have acquired all of Lessor's right, title and interest in and to the Property, free of any lien, encumbrance or security interest except such liens,
<br />encumbrances or security interest as may be created, or pennittod and not discharged, by Lessee but without other warranties. Payment of the applicable OptiOll to
<br />Purchase Value shall occur on lhe applicable Lease Payment Date specified in Exhibit B hereto, at which time Lessor shall, unless not required hereunder, dcliver to
<br />Lessee I quitclaim bill of sale transferring Lessor's interest in the Property to Lessee free from any lien, encumbrance or security interellt except such as may be
<br />created, or pc.nniued and not discharged, by Lessee but without other warranties. Upon Lessee's acwal or constructive payment of the Option to Purchase VIlue and
<br />Lessor's actual or constructive dclivery of a quitclaim bill of sale covering the Property, this Agreement shall terminate except as to obligations or liabilities accruing
<br />hcn:under prior to such tcnnination.
<br />
<br />14. Default and Lessor's Remedies.
<br />(a) The occurrence of one or more of the following events shill constinlle an Event of Default, whether occurring voluntarily or
<br />involuntarily, by operation of law or pursuant to any order of any court or govcmmentalagency:
<br />(l) Lessee fails to make any payment hereunder when due or within ten (to) days thereafter,
<br />(2) Lessee rails to comply with any other covenant, cmdition or agreement of Lessee hereunder for a period of the (10) ten
<br />
<br />days afternooee thereof:
<br />
<br />(3) Any n:prcsentationor warranty made by Lessee hereundcrshall be untrue in any material respect u of the date made;
<br />(4) Lessee mucs, pc.nnilS m suffers any unauthorized llsignment, transfer or other disposition of thi. Agreement or any
<br />interest herein, or any part of the Property or any interest therem; or
<br />(5) Lessee becomes insolvent; or admits in writing its inability to pay its debts as they mature; or applies for. consents to or
<br />acquiesces in the appoinunent of a trustee, receivcr or custodisn for the Lessee or . substantial part or its property; or, in the absence of such application, consent or
<br />acquiescence, a trustee, receiver or custodian is Ippointed for Lessee or I. substantial part of iu: property and is not discharged within sixty (60) days; or any
<br />bankruptcy, reorganization, debt arrangement, moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissoluuOll m liquidation proceeding
<br />is instituted. by or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee oris not dismissed within sixty (60) days.
<br />(b) Upon the occurrence of any Event of Default specified herein, Lessor may at its sole discretion exercise any or all of the
<br />
<br />following remediC5:
<br />
<br />MUNICIPAL LEASE.PURCHASE AGREEMENT
<br />
<br />PAGE 2
<br />
|