Exhibit 10.11 Lease Agreement with Credential Leasing
[GRAPHIC OMITTED]
This sales agreement is entered into between Southcomm, Inc. with its principal
office at 000 Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000, and
Name of Firm Corporate Relations Customer No.
Address 0000 Xxx Xxxx Xxxxxx Xxxx Xxxxxx XX 00000
hereinafter called "CUSTOMER."
In consideration of the mutual agreements herein contained, Southcomm, Inc.
agrees to sell to CUSTOMER and CUSTOMER agrees to buy from Southcomm, Inc., a
Communications System in accordance with the following terms and conditions:
1. Southcomm, Inc. SHALL provide equipment described in Schedule 11 attached
hereto and made a part hereof.
2. Southcomm, Inc. Shall install the equipment at 0000 Xxxx xxxxxx Xxxxx Xxxx,
Xxxxxxxx, XX 00000
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City/Township/Borough Islandia County State NY
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RATE OF SALES TAX BY: City/Township/Borough % County % State 8.25 %
IF Customer is exempt from tax, insert tax exemption number and attach tax
exemption certificate: #
3. Southcomm, Inc. SHALL furnish all the necessary cable, wire, hardware, etc.,
including labor, for installation of the system (except the cost of concealing
wires, furnishing or installing rigid or flexible conduit. wiremold, plenum
cable (fire resistant) or the extra cost attributable to having to have the
installation made by someone other than Southcomm, lnc's regular installation
department), CUSTOMER agrees to obtain consent from his Landlord or the Building
Owner to install the equipment and to assist Southcomm, Inc, in obtaining any
other necessary approvals and permits. Southcomm, Inc. shall perform the
installation in a neat and workmanlike manner, but CUSTOMER understands and
agrees that the installation of the system sold hereunder may necessarily and
unavoidably result in damage to the CUSTOMER's premises. CUSTOMER agrees that
Southcomm, Inc. and its agents and employees will not be responsible for the
repair of any damage to CUSTOMER's premises resulting from the installation of
this system not resulting from Southcomm, Inc.'s negligence. If the equipment
sold hereunder is not installed within six months through no fault of Southcomm,
Inc., Southcomm, Inc. may, at its option, cancel this contract. In the event of
cancellation of the contract to Southcomm, Inc. as set forth above, or
cancellation by CUSTOMER prior to the beginning of installation for any reason
other than default by Southcomm, Inc., Southcomm, Inc. shall be entitled to
collect from CUSTOMER and CUSTOMER agrees to pay Southcomm, Inc. as fixed,
settled and liquidated damages and not as a penalty. Customer's down payment up
to a maximum of 10% of the cash selling price of the system.
4. CUSTOMER agrees that upon the Expiration of the one (1) year warranty period,
all maintenance of the system required during the balance of the term of this
Agreement will be provided only by Southcomm, Inc. and CUSTOMER agrees to pay
Southcomm, Inc. for said maintenance on a time and material basis at Southcomm.
Inc.'s then current rates. If this Agreement is accompanied by a Maintenance
Agreement the warranty as set forth in paragraph 11 on the reverse side hereof
shall apply and the Maintenance Agreement shall become effective in accordance
with its terms.
5. Southcomm, Inc. SHALL NOT be responsible for loss of or damage to equipment
installed pursuant to this Agreement for any reason whatsoever. Risk of loss
shall pass to CUSTOMER as soon as the equipment is delivered by Southcomm, Inc.
to CUSTOMER, so long as any financing hereunder remains outstanding. CUSTOMER
shall insure the equipment against fire, theft, and other perils for its full
insurable value, naming CUSTOMER and Southcomm, Inc., or its assignees, as
insureds and shall have a Certificate of Insurance with a ton day notice of
cancellation clause sent to Southcomm, Inc.
6. CUSTOMER agrees to pay Southcomm, Inc. as follows:
CASH PRICE
Total Cash Price .......................$ 21,976.00
Sales Tax ..............................$ 1,813.02
Total Contract ..........................$ 23,789.02
TO BE PAID AS FOLLOWS:
Down payment .......................$
At Cutover .........................$ 3rd party lease
Net Balance Due 10 Days after
Receipt of Invoice ..............$
7. THE CONDITIONS OF SALE IN SCHEDULE 1 ON THE REVERSE SIDE OF THIS AGREEMENT IN
SCHEDULE 2 AND IN THE SCHEDULES LISTED BELOW WHICH ARE ATTACHED ARE AN INTEGRAL
PART OF THIS SALES AGREEMENT , ,
, .
B. -CUSTOMER, HAVING CAREFULLY READ ALL PROVISIONS OF THIS AGREEMENT,
ACKNOWLEDGES RECEIPT OF AS COPY OF THIS AGREEMENT WHICH IS THE FINAL EXPRESSION
OF THE AGREEMENT OF THE PARTIES, AND THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
TERMS AGREED UPON, ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BEING MERGED HEREIN,
AND THAT THERE ARE NO REPRESENTATIONS, WARRANTIES OR STIPULATIONS, EITHER ORAL
OR WRITTEN NOT HEREIN CONTAINED. NO MODIFICATION OF THIS AGREEMENT MAY BE MADE
EXCEPT BY A LIKE SIGNED AGREEMENT. THIS AGREEMENT SHALL NOT BE BINDING UPON
Southcomm, Inc. UNTIL ACCEPTED BY AN AUTHORIZED OFFICER OF SOUTHCOK INC. AT ITS
HOME OFFICE IN LONGWOOD, FLORIDA.
IN WITNESS WHEREOF, the patties hereto haw caused this Agreement to be properly
executed intending that it shall be legally binding upon them and their
respective successors and assigns.
Date of contract 4/15/98
Customer Corporate Relations Group, Inc. Southcomm, Inc
By
Title Accepted by
Branch Name and No. Block No. Sales Rep.
PAGE 2
Southcomm, Inc SCHEDULE II
This Schedule II of Sales Agreements is made and entered into between Southcomm,
Inc. with its principal office in Longwood, Florida, hereinafter called
"Southcomm, Inc." and Corporate Relations Group, Inc. , hereinafter called
"CUSTOMER."
A. GENERAL
A.1 This Schedule II describes the equipment and the materials to be
provided by Southcomm, Inc. to the CUSTOMER under this
Sales Agreement and further defines obligations and requirements
accepted by Southcomm, Inc. and the CUSTOMER as a part of this
Agreement.
A.2 Notwithstanding any other statements made or implied herein, the
CUSTOMER accepts and acknowledges his responsibility for coordinating
the effort of building trades, employees, and other activities on his
premises to insure that Southcomm, Inc. may deliver, safely store,
install, test and repair the equipment described herein without delay
or hindrance.
A.3 The equipment described herein is that which Southcomm, Inc. intends to
provide. Southcomm, Inc. reserves the right however, to modify this
list due to model or design change when in the sole opinion of
Southcomm, Inc., these modifications are necessary, and the functional
results are unchanged or improved.
A.4 Southcomm, Inc. reserves the right to supply, in connection with the
installation, additional materials not specifically listed here, at no
additional cost to the CUSTOMER, and the CUSTOMER acknowledges that
these additional materials are subject to all terms of this Agreement.
B. SYSTEM EQUIPMENTIFEATURE LISTING
The following equipment will be provided and installed:
Quantity Equipment Quantity Equipment
1 Inter-tel Axxess Cabinet 1 Applications processor
P.C.
1 CPU/MEM, Option card 1 Adminstrator Software
1 Premium Software/50 units 4 Prewires
1 T-1 Interface Card
1 Central Ofc Line Card
1 Central Ofc Daughter Card
2 Digital Keyset Card
1 Single Line Card
2 Executive Phns
2 60btn XXX/XXX
00 Xxx. LCD Phones
C. FLOOR PLAN
CUSTOMER is is not X required to provide Southcomm, Inc. with two sets
of floor plans detailing conduit or ductwork, telephone closets or
terminal boxes and equipment backboards. One floor plan will indicate
the location of each item of station equipment. In addition, the
location of each telephone will specify the telephone's type, color and
line number. The second set of floor plans will be unmarked.
THE CONDITIONS APPEARING ON THE BACK OF THIS SCHEDULE ARE AN INTEGRAL PART OF
THIS SCHEDULE JUST AS THOUGH THEY APPEARED IMMEDIATELY ABOVE THE CUSTOMER'S
SIGNATURE.
Corporate Relations Group, Inc. Xxxx Xxxxxx
0000 Xxxx Xxxxxx Xxxxx Xxxx.
Xxxxxxxx, XX 00000
4/15/98
PAGE 3
LEASE APPLICATION
Credential Leasing Corp of Florida, Inc. 000-000-0000 000-000-0000
Fax 000-000-0000
0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx. Xxxxxxx 00000-0000
X.X. Xxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000-0000
LESSEE
Company Corporate Relations Group, Inc.
Billing Address 0000 Xxx Xxxx City Winter Park County Orange State FL
Zip 32789
Telephone (000) 000-0000 Contact Person Xxxx Xxxxxxxxxx Title
Nature of Business Type of Business [ ] Non-Profit [ ] Proprietorship
[ ] Partnership [] Corp. [ ]
No of years
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DESRIPTION OF EQUIPMENT:
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Inter-Tel Axxess 112 telephone System with (1) Cabinet, Applications P.C. and
(20) Phones.
Equipment Cost $21,976.00 Total Price $23,789.02 -includes tax
Lease Term 36 month Purchase Option 10% Monthly Rental $697.52
Advanced Rental $1510.14
Location of Equipment 0000 Xxxx Xxxxxx Xxxxx Xxxx., Xxxxxxxx, XX 00000
PERSONAL INFORMATION ON OFFICERS, PARTNERS, OR GUARANTORS
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Name Title Social Security No.
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Home Address City State Zip Home Phone
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Name Title Social Security No.
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Home Address City State Zip Home Phone
BANK REFERENCES
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Name of Bank/Branch City State Telephone Contact
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Checking Account Number Loan Account Number
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Name of Bank/Branch City State Telephone Contact
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Checking Account Number Loan Account Number
TRADE/LEASING/FINANCE REFERNECES
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Name of Supplier Account Number Telephone Number Contact
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Name of Supplier Account Number Telephone Number Contact
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Vendor/Supplier Southcomm, Inc. Salesman Xxxx Xxxxxx
Telephone #:_(000) 000-0000 - Fax#: (000) 000-0000 Date: 4/1 5/98
The undersigned certifies that the above information given for credit purposes
is true and correct and authorizes the firm or person to whom this application
is made and any credit bureau or other investigative agency to investigate the
references, statements, or other data listed or accompanying this application.
The undersigned authorizes all parties contacted to release credit and financial
information requested as a part of said investigation.
By:
CHECKLIST
o Have all documents been completed in the legal business name and
according to the approval?
o Was the correct rate factor used?
o Advance rental check made payable to Credential Leasing Corp. of
Florida, Inc. was tax included where applicable?
o If a personal guarantee was requested, did the same guarantor sign, and
was the signature witnessed?
o Does the original invoice show model 0. serial $, and sold to
Credential Leasing Corp. of Florida, Inc.?
o This is a legal document - cross outs and erasures are not acceptable,
complete new document.
LEASE AGREEMENT
CREDENTIAL LEASING CORP. OF FLORIDA, INC.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxx 00000-0000
Lessee Supplier:
Name: CORPORATE RELATIONS GROUP, INC. Southcomm, Inc.
Address: 0000 Xxx Xxxx 000 Xxxxxxxx Xxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000 Xxxxxxxx, XX 00000
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EQUIPMENT DESCRIPTION: Model No, Catalog No., or other identification
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Inter-Tel Axxess 112 Telephone System With:
(1) cabinet
(1) Applications processor PC
(20) Telephone
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SCHEDULE OF PAYMENTS PAYABLE AT SIGNING OF THE LEASE(check one)
DURING ORIGINAL TERM OF LEASE [X] ADVANCE RENTAL FIRST AND LAST __1__
TOTAL _$1,510.14
[ ] SECURITY DEPOSIT $_________
NUMBER OF MONTHS _36_
MONTHLY PAYMENT __$697.52____ [ ] OTHER ______________________
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TERMS AND CONDITIONS OF LEASE
1. ORDERING EOUIPMENT. Lessee hereby requests Lessor to order the Equipment
from the Supplier named above, to arrange for delivery to Lessee at Lessee's
expense, to pay for the equipment after its delivery to Lessee or sooner if
approved by Lessee in writing, arid to lease the Equipment to Lessee on the
terms and conditions of this lease.
2. LEASE AND ANY SCHEDULE HERETO. Lessor hereby leases to Lessee, and Lessee
hereby leases from Lessor, the Equipment described above and on any attached
schedule (herein with all replacement parts, repairs, additions and accessories
called ('Equipment on the terms and conditions on the face and reverse side
hereof.
3. DISCLAIMER OF WARRANTIES AND WAIVER OF DEFENSES.
(a) NO WARRANTIES BY LESSOR. NEITHER BEING THE MANUFACTURER. NOR A
SUPPLIER, NOR A DEALER IN THE EQUIPMENT. MAKES NO WARRANTY. EXPRESS OR IMPLIED.
TO ANYONE. AS TO FITNESS FOR A PARTICULAR PURPOSE. MERCHANTABILITY, DESIGN,
CONDITION, CAPACITY. PERFORMANCE OR ANY OTHER ASPECT OF THE EQUIPMENT OR ITS
MATERIAL OR WORKMANSHIP. LESSOR FURTHER DISCLAIMS ANY LIABILITY FOR LOSS. DAMAGE
OR INJURY TO LESSEE OR THIRD PARTIES AS A RESULT OF ANY DEFECTS. LATENT OR
OTHERWISE. IN THE EQUIPMENT WHETHER ARISING FROM LESSOR'S NEGLIGENCE OR
APPLICATION OF THE LAWS OF STRICT LIABILITY. AS TO LESSOR. LESSEE LEASES THE
EQUIPMENT 'AS IS', LESSEE HAS SELECTED THE SUPPLIER OF THE EQUIPMENT AND
ACKNOWLEDGES THAT LESSOR HAS NOT RECOMMENDED SUPPLIER. LESSOR SHALL HAVE NO
OBLIGATION TO INSTALL. MAINTAIN. ERECT. TEST. ADJUST OR SERVICE THE EQUIPMENT.
LESSEE AGREES TO INSTALL, MAINTAIN AND SERVICE THE EQUIPMENT OR CAUSE THE SAME
TO BE PERFORMED BY QUALIFIED THIRD PARTIES. IF THE EQUIPMENT IS UNSATISFACTORY
FOR ANY REASON, LESSEE SHALL MAKE CLAIM ON ACCOUNT THEREOF SOLELY AGAINST
SUPPLIER. AND ANY OF SUPPLIER'S VENDORS. AND SHALL NEVERTHELESS PAY LESSOR ALL
RENT PAYABLE UNDER THE LEASE.
(b) LESSOR HEREBY ASSIGNS TO LESSEE. SOLELY FOR THE PURPOSE OF PROELUTING
SUCH A CLAIM. ALL OF: THE RIGHTS WHICH LESSOR MAY HAVE AGAINST SUPPLIER AND
SUPPLIERS VENDORS FOR BREACH OF WARRANTY OR OTHER REPRESENTATIONS RES-
PECTING THE EQUIPMENT. (C) LESSEE ACKNOWLEDGES LESSOR'S INTENT TO ASSIGN THIS
LEASE ANO/OR THE ~LNTALS DUE HEREUNDER AND LESSEE AGREES THAT NO ASSIGNEE
OF LESSOR SHALL BE BOUND TO PERFORM ANY OUTY. COVENANT OR CONDITION OR
WARRANTY
Accepted in Florida:
(D) REGARDLESS OF CAUSE. LESSEE WILL NOT ASSERT ANY CLAIM WHATSOEVER AGAI
ST LESSOR FOR LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT. SPECIAL
ORCONSEQUENTIAL DAMAGES. NOR SHALL LESSOR BE RESPONSIBLE FOR ANY DAMAGES OR
COSTS Which MAY BE ASSESSED AGAINST LESSEE IN ANY ACTION FOR INFR INGEMENT OF:
ANY UNITED STATES LETTERS PATENT. LESSOR MAKES NO WARRANTY AS TO THE TREATMENT
OF THIS LEASE. FOR TAX OR ACCOUNTING PURPOSES.
(e) Notwithstanding any fees which may be d by Lessor to Supplier or any
agent of Supplier. Lessee understands and agrees J:I neither Supplier nor any
agent of Supplier is an agent of Lessor or is authorized to waive or after any
term or condition of this lease.
4. NON-CANCELLABLE LEASE- THIS LEASE CANNOT BE CANCELLED BY LESSEE DURING THE
TERM HEREOF. 5. TERM AND RENT. The lease term shall commence as of the date that
any of me Equipment is delivered to Lessee or Lessee's Agent or consigned to a
carrier for shipment to Lessee or Lessee's Agent (Commencement Date). The term
shall continue until the obligations of the Lessee under the lease shall have
been truly performed. Advance rentals shall not be refundable if the lease term
for any reason does not commence or if this lease is duly, terminated by Lessor.
The installments of rent shall be payable periodically in advance as indicated
above. It* first such payment being due on the Commencement Date, or such later
date as Lessor designates in writing, and subsequent payments due on the same
day of each successive rent Period thereafter until the balance of the rent and
any additional rent or expenses chargeable to Lessee under this lease shall have
been paid in full. If a security deposit is indicated above. the same shall be
held by lessor to secure me faithful performance of the lease and small be
refunded to Lessee at the satisfactory expiration of the lease without interest.
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS
WHICH ARE PART OF THIS LEASE.
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LESSOR : Credential Leasing Corp of Florida, Inc CORPORATE RELATIONS GROUP, INC.
By:________________________ By:____________________________
Date:______________________ _______________________________
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To Induce Lessor to enter into the within Lease the undersigned
unconditionally guarantee to Lessor the prompt-payment when due of all of
Lessee's obligations to Lessor under the Lease Lessor shall not be required
to proceed against Lessee or the Equipment or enforce any other remedy
before proceeding against the undersigned. The undersigned agrees to pay
all attorneys' fees and other expenses; Incurred by Lessor by reason of
default by Lessee or the undersigned. The undersigned waives notice of
acceptance hereof and of all other notices or demands of any kind to which
the undersigned may be entitled. The undersigned consorts to any extensions
or modifications granted to Lessee and the release and/or compromise of any
obligations of Lessee or any other obligors and guarantors without In any
way releasing the undersigned from his or her obligation naiCroundoc This
is a continuing Guaranty and shall not be discharged or affected by death
of the undersigned. "I bind the heirs. administrators. representatives,
successors and assigns of undersigned. and may be enforced by or for the
benefit of any assignee or solicitor of Lessor. The undersigned agrees that
in the event of any litigation filing from the subject matter of this
liability shall be brought. at Lessor's option, in a court of rorniow tent
)udedimion in o4hor Patirn Eissich or Broward County. Florida- The
undefsonsid further agree to be bound by all of the terms and conditions of
the Lease Agreement as it a Lessee and agree shall be font and several won
the Losia". Tt*, personal guaranty small extend to any fund all other
Lessee heretofore or hereafter executed between the Lessor and any Of the
hfh. unleas spocilrallili excluded In willing. This personal guaranty small
confinuo In onect urail lerfrinated In nfing by the Personal Guarantor: and
in that event &hail rot release the Personal Guarantor from kabilky to( any
Lease Agreement before or within 30 days after Leesors receipt of such
Notice of Termination.
X X
WITNESS SIGNATURE DATED PERSONAL GUARANTOR SIGNATURE DATED
X X
WITNESS - SIGNATURE DATED I GUARANTOR SIGNATURE DA TIE D
6. FINANCE LEASE STATUS: The parties agree that this lease is a "Financial
Lease" as deemed in Article 2A of The Uniform Commercial Code in such
jurisdictions where the same 13 in effect. Lessee acknowledges either (a) that
Lessee has reviewed and approved any written Supply Contract (as defined in said
Article ZA) covering the Equipment purchased from the Supplier (as defined in
Said Article 2A) thereof for lease to Lessee or (b) that Lessor has informed or
advised Lessee. In writing, either previously or by this Lease of the following:
(i) the identify of the Supplier: (ii) that the laws may have rights under the
Supply Contract: and (iii) that the Lessee may contact the Supplier fix a
description of any such rights Lessee may have under the Supply Contract, 7.
LESSOR TERMINATION BEFORE EQUIPMENT ACCEPTANCE. ln within 60 days the data
Lessor orders the Equipment. Same has not been delivered, installed and accepted
by Lessee (in form satisfactory to Lessor for purposes of This lease Lessor may
on I O days' written notice to Losses terminate this Lame and as obligations to
Losses.
8. TITLE: PERSONAL PROPERTY. Equipment is, and shall at all times to remain the
property of Lessor, and Losses shall have no right, title or interest therein
and no right to purchase or Otherwise acquire title 10 or ownership of any of
the Equipment. It Lessor supplies Losses with labels indicating that the
Equipment is owned by Lessor. Losses shall affix such labels to" keep them in a
Prominent piece on the Equipment. Lessee hereby authorizes Lessor to Insert in
this Lasso In* serial numbers and other identification data of Equipment when
determined by Lessor. Lessee authorizes Lessor, its S4 lessors assigns and
lenders to Lessor, to file a carbon photographic or other reproduction of Lease
as a Financing statement for the Equipment, and Lessee further appoints Lessor
as the Losses's authorized agent lot the sole purpose of executing and filing
such other financing statements IS the Lessor shall desks pursuant to the
Uniform Commercial Codes. Such filings under the Uniform commercial Code shall
not make this a *Secured Transaction* nor after the nature at this Transaction
as a "true lease" Laos" agrees to execute and deliver any Statement Or
instrument requested by Lessor lot such purpose, and agrees to pay or reimburse
Lessor for any searches, filings recordings or stamp to" or taxes arising from
the filing or recording any such Instrument or statement. Lessee shall at its
expertise protect and defend Lessee title against Oil persons claiming against
or through Lessee at all times keeping the Equipment free from any legal process
or encumbrance whatsoever Including but not limited to lions. Attachments levies
and executions, and shall give Lessor immediate written notice thereof and shall
indemnity LESSOR train any loss Caused thereby. Losses shall execute or obtain
from third parties and deliver to Lessor upon Lessors request, such further
instruments and assurances, as Lessor deems necessary or advisable for the
confirmation or perfection at Lessors rights hereunder. Equipment is and shall
at all times be and remain, personal property not withstanding that Equipment or
any pan Thereof may now be of hereafter became, In any manner affixed or
attached to real property or any improvements thereon.
9. CARE, USE AND LOCATION Lessee at its own cost and expense shall maintain and
keep the Equipment in good repair condition and working order shall use the
Equipment lawfully and shall not after the Equipment without Lassoes prior
written consent. Lessee represents that the Equipment shall be used by Lessee
solely for business purposes. If the manufacturer of the Equipment has provided
Lessee with a Standard maintenance schedule, such schedule will constitute
minimum maintenance compliance and Losses, upon request will supply Lessor with
evidence of such compliance. The Equipment shall not be removed from the
Equipment location shown on the face of this Lease without Lessors written
consent. Lessor shall have the right to inspect the Equipment at any reasonable
Time, 10. Redelivery. Upon expiration or earlier termination of this Lease or
any schedules hereto as to any Equipment. Lessee will return the Equipment
freight property, to Lessor in good repair condition and working order, ordinary
wear and tear resulting from proper use thereof only excepted in a manner and to
a location reasonably designated by the Lessor. If upon such expiration or
termination Lessor does not immediately return the Equipment to Lessor. The
Equipment shall continue to be hold and Waited hereunder and this Lease shall
thereupon be extended indefinitely as to term at the monthly rent with rasped to
such Equipment, subject to the right of either the Lessee or the Lessee to
terminate this Lease upon thirty (30) days' written notice, whereupon Lessee
shall forthwith deliver the Equipment to Lessor as set forth in this paragraph.
11. RISK OF LOSS. Lessee, shall bear all risks of loss of and damage to
Equipment from any cause: occurrence of such loss or damage shall not relieve
lessee at any obligation hereunder. In the event of loss or damage, Lessee, at
it option, provided it is not In default otherwise at Lassoes option, shall: (a)
place the damaged Equipment in good repair, corrosion and working order; or (b)
replace lost or damaged Equipment with like Equipment in good repair condition
and working order with documentation creating clear Title thereto in Lessor; or
(c) pay to Lessor the then present value computed at six (6%) percent per annum
of both the unpaid balance of the aggregate rent reserved under this Lease, plus
the value of Lassoes anticipated residual interest in The Equipment at the
expiration of the lease. Upon Lessors receipt of such payment, Lessee and/or
Lessee's insurer shall be entitled to Lessors interest in said gain lot salvage
purposes, in its then condition and location, as is without warranty, express or
implied. 12. INSURANCE. Lessee shall keep the Equipment insured against all
risks of loss or damage from every cause whatsoever for not low than the full
replacement value Thereof and Shall carry public liability and property damage
insurance covening the Equipment and Its use in a farm and in an amount
satisfactory to the Lessor. All such insurance shall be in form and amount and
with companies acceptable to Lessor and name lessor its assign" as Loss Payee,
as its interest may appear with rasped to Property damage coverage and as
additional insured with respect to public liability coverage. Lessee shall pay
the premiums therefor and deliver said policies or duplicates thereof or
certificates of coverage thereunder, to Lessor, with long form Lander's Loss
Payable endorsement upon the policy or policies or by independent instrument
that gives Lessor a right 10 thirty (30) days' written notice before the policy
Can be altered of cancelled and the right to payment of premium without
obligation. Should Losses fail to Provide such insurance coverage, Lessor may
obtain coverage for pan or all at the term of This agreement or such caverns
protecting interests of Lessor and Leases or &to interest at Lessor only. The
proceeds at such Insurance, at the option of Lessee, provided it Is not In
default hereunder otherwise at Lessees option, shag be applied (1) toward the
replacement, restoration or repair of the Equipment or (fi) toward payment of
the obligations of Lessee hereunder. Lessee hereby appoints Lessor as Lessee's
attorney-in-fact to make claim lot, receive payment of, and execute and endorse
all documents, checks or drafts lot loss or damage under any said Insurance
policies. 13. NET LEASE: TAXES. Lessee intends the rental payments hereunder to
be not to Lessor, and Lessee shall pay all sales use, excise, stamp, documentary
and ad valorem imposed on the Ownership possession or use at the Equipment
during the term of this Lease: shall pay so taxes (except Lessors Federal or
State net income taxes) imposed on Lessor Or Losses with respect TO the rental
payments hereunder and shall reimburse Lessor upon demand for any taxes paid by
or advanced by Lessor Unless Lessor otherwise agrees to in writing. Lessor shall
file for and Pay all personal property Taxes assessed with respect to the
Equipment during the term of this Lease and Losses Shall, upon Lessors demand
forthwith reimburse Lessor therefore.
14. Indemnity Losses shall hold lessor harmless from, and defend Lessor against
any and all claims, actions, suits, proceedings costs, expenses, damages, and
liabilities, including Attorneys lose, arising out of, connected with or
resuming from the Equipment or this Lessor, including without limitation, the
manufacture Selection, delivery, possession, use, Operation or return of the
Equipment, 15. DEFAULT AND REMEDIES It Losses default in any payments required
under Its Lease or under any other lease or agreement between Lessor and Lessee
or if a position In bankruptcy arrangement, Insolvency or reorganization is
filed by or against Lessee or any guarantor at Lessee obligations hereunder, or
If Losses or any guarantor of Losses's obligations makes an assignment lot the
benefit of creditors, Lessor may, to the extent permitted by law, exercise arty
one or more of the following remedies: (a) To declare the entire balance at ford
hereunder immediately due and payable as 10 any or all schedules at Equipment
covered hereby and to similarly accelerate the balances under any Other leases
or agreements between Lessor and Lasso* Grid to xxx lot and recover the then
present value computed at six (11%) percent per annium of both the unpaid
balance of the aggressive from reserved under this Lessee. plus the value of
Lassoes anticipated residual Interest In the Equipment at the expiration of the
Lease. (b) To require Lessee to assemble all Equipment at Lease's expense, at a
place reasonably designated by Lessor. (c) To remove any physical Obstructions;
for removal of the Equipment from the Place where the Equipment is located and
take possession of any or all Items of Equipment, without demand or notice,
wherever same may be located disconnecting and separating at such Equipment from
arty other property with or without any count order or pro-taking hearing It
being understood that locality of repossession in the event of default is a
basis lot the financial accommodation reflected try this Lease, Lessee hereby
waives any and all damages Occasioned by such relaxing Lessor may, at its
option, use, ship, store, repair or lease, all Equipment so removed and sell or
otherwise dispose of any such Equipment at a private or public sale. Lessor may
expose Equipment and resell the Equipment at Lessee promises at reasonable
business hours without being required to remove the Equipment. In the event
Lessor Takes possession at the Equipment Lessor shah give Last" credit for any
sums received by Lessor from The a" or rental of the Equipment after deduction
at the expenses at safe or rental. Lessee shall also be liable far and shag pay
to Lessor (a) all expenses incurred by Lessor in connection with the
enforcoments at any at Lassoes remedies Including all expenses at repossessing,
storing, shipping, repairing and selling the Equipment (b) reasonable attorney's
to" and, (c) Interest on an sums due Lessor from the data 01 default until paid
81 the rate of one and one-half (1 1/2%) percent par month but only to the
extent permitted by law. Lessor and lessee acknowledge the difficulty in
establishing a value for the unexpired lease term and owing to such difficulty
agree that the provisions of this Paragraph represent an agreed measure of
damages and are not to be doomed a forfeiture or penalty Lessee understand and
agrees that Lessor s primary business is not that of remarketing repossessed
equipment, and absent a dew showing of bad faith on the part of Lessor, the fact
that a boner price could have been obtained, or that the manner of sale could
have yielded a baler price, shall not Serve as defenses in an action by Lessor
to recover damages pursuant to this Lease Agreement.
n the event Lessee fails 10 perform any of the Term convenience Or conditions of
this Lease other than as Provided above than Lessor` may recover from Losses any
loss or damage suffered by Lessor as a result of such failure. Whenever any
payment is not made by Lessee when due hereunder, Losses agrees to pay to
Lessor, not later than one month thereafter, an amount calculated at the rate of
five cents per one dollar of each such delayed payment, as an administrative lea
to offset Lessor's collection costs, but only to the extent allowed by law. Such
amounts shall be payable in addition to all amounts payable by Lessee as a
result of exercise of any of the remedies herein provided. Ali remedies of
Lessor hereunder are cumulative are in addition to any other remedies provided
for by law, and may, to the extent permitted by law, be exercised concurrently
or separately. The exercise of any one remedy shall not be deemed to be an
election of such remedy or to produce the exercise at any other tam". No failure
on the pan of the Lessor to exercise and no delay in exercising any right or
remedy shall operate as a waiver thereof or modify the terms of this Lease. In
the event this lessor is determined 10 be a security agreement Lassoes recovery
shall in no event exceed the maximum permitted by low. 16. LESSEE~S WAIVERS. To
the extent permitted by law, Lessee hereby waives any and all rights and
remedies conferred upon a lessee by Sections 2A.508 through 2A-522 of the
Uniform Commercial Code in those jurisdictions where Article ZA is in effect. To
the extent permitted by law, Lessee also waives any rights now and hereafter
conferred by statute or otherwise which may require Lessor to sell. lease or
otherwise use the Equipment in mitigation of Lessor's damages as set forth in
Paragraph 15 or which may limit or otherwise modify any of Lassoes rights and
remedies under Paragraph 15.
17. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS. In the event Losses fails to
comply with any provision of This Lease. Lessor shall have the right but shall
not be obligated, to effect such compliance on behalf of Lessee upon ten (10)
days prior written not to Lessee. In such event all monies expanded by, and all
expenses of Lessor in affecting such compliance shall be doomed to be additional
rental, and shall be paid by Lessee to Lessor at the time of the next periodic
payment of rent. 18. MISCELLANEOUS. (a) Lessees Assignment: Without Lessor's
prior written consent, Loss" shall rot (Q assign, transfer, pledge, hypothecate
or otherwise Dispose of the Equipment or any Interest therein, or (10 sublet or
lend Equipment or Permit If to be used by anyone other than Lessee or Lessee's
employee. (b) Notices - service of ail notice under this Lease and Personal
Guaranty it any shall be in writing and shall be sufficient If delivered
personality or mailed to the party involved at its respective address sat forth
heroin, or such other address as said party may provide In writing from time to
time. Any such notice mailed to said address shall be effective when deposited
in Ina United States mail, duly addressed and with postage prepaid: except that
any notice at change of address shall be sent by either certified or registered
mail, or delivered by some other means in which the recipient signs an
acknowledgement at receipt. (c) Losses warrants that ail finical and Other
information furnish" to Lessor was of the time of delivery true and correct. (d)
Further Assurances-Lessee shelf provide Lessor with such interim or annual
financial statements as Lessor requests 19. GENERAL- this inures to the benefit
at and is binding upon the heirs, legatees personal representatives, successors
and assigns of the parties hereto. Time is of the essence of this lease. This
Lease contains the entire agreement between lessor and Lessee, and no
modification of This Lease shag be effective unless in writing and executed by
an executive officer of lessor. A waiver of default shall not be a waiver of
arty other or subsequent default. Lessee waives trial by jury in any action by
or against Lessor hereunder. If more than one lessee is named in this lease the
Liability of own shall be joint and several, in the event any Provision of this
Loa" shall be unenforceable then such provision snag be deemed deleted, however,
no other provision hereof shag be affected thereby. THIS LEASE SHALL BE BINDING
WHEN ACCEPTED IN WRITING BY THE LESSOR IN THE STATE OF FLORIDA AND SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF FLORIDA PROVIDED HOWEVER. IN THE EVENT THIS
LEASE OR ANY PROVISION HEREOF IS NOT ENFORCEABLE UNDER THE LAWS OF THE STATE OF
FLORIDA THEN THE LAWS OF THE STATE WHERE THE EOUIPMENT IS LOCATED SHALL GOVERN
THE UNDERSIGNED AGREES THAT IN THE EVENT OF ANY LITIGATION ARISING FROM THE
SUBJECT MATTER OF THIS LEASE, THAT SUIT SHALL BE BROUGHT. AT LESSORS OPTION, IN
A COURT OF COMPETE NT JURISDIC TION IN XXXXXX XXXX XXXXX 0X XXXXXXX XXXXXX
XXXXXXX NOTHING CONTAINED HEREIN IS INTENDED TO PRECLUDE LESSOR FROM COMMENCING
ANY ACTION HEREUNDER IN ANY COURT HAVING JURISDICTION THEREOF.
