MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT (2)
MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Equipment Lease/Purchase Agreement dated as of December 03, 2001, and entered into between DelJ Marketing, L.P., its successors and assigns ("Lessor") and Cit
of Clearwater, a body corporate and politic existing under the laws of the State ofE!milkC'l&ssee"1. '
I. Al!reement. Lessee agrees to lease from Lessor certain "Equipment" as described in
each Equipment Schedule (Exhibil A), which together with a Rental Payment Schedule
(Exhibit A-I) constitute a "Schedule", subject to the tenns and conditions of and for the
purposes set forth in each Lease. Items of equipment may be added to the Equipment from
time to time by execution of additional Schedules by the parties hereto and as othelWise
provided herein. Each Schedule and the tenns and provisions of this Agreement (which
includes all exhibits hereto, together with any amendments and modifications pursuant
thereto) which are incorporated by reference into such Schedule shall constitute a separate
and independent lease and installment purchase of the Equipment therein described and are
referred to herein as a "Lease".
2. Term. The "Commencement Date" for each Lease is the date when interest
commences to accrue under such Lease which date shall be the earlier of (i) the date on
which the Equipmenl listed in such Lease is accepted by Lessee in the manner described in
Section II, or (ii) the dale on which sufficient monies 10 purchase the Equipment listed in
such Lease are deposited for that purpose with an escrow agent, or (iii) the date sufficient
monies are. set aside for acquisition of Equipment as evidenced in Exhibit 0, if applicable.
The "Lease Tenn" for each Lease means the Original Term and all Renewal Tenns therein
provided and for this Agreement means the period from the date hereof until this Agreement
is lenninated. The "Original Term" means the period from the Commencement Date for
each Lease until the end of Lessee's fiscal year or biennium (as the case may be) (the "Fiscal
Period") in effect al such Commencement Date. The "Renewal Term" for each Lease is each
term having a duration that is coextensive with the Fiscal Period. .
J. Reoresentations and Covenants of Lessee. Lessee represents, covenants and
wanants for the benefil of Lessor on the date hereof and as of the Commencement Date of
each Lease as follows: (a) Lessee is a public body corporate and politic duly organized and
existing under the constitution and laws of the State with full power and authority under the
constitution and laws of the state where the Lessee is located ("State") to enter into this
Agreement and each Lease and the transactions contemplated hereby and to perfonn all of its
obligations hereunder and under each Lease; (b) Lessee has duly authorized the execution
and delivery of this Agreement and each Lease by proper action of its governing body at a
meeting duly called and held in accordance with State law, or by other appropriate official
approval, and all requirements have been met and procedures have occurred to ensure the
validity and enforceability of this Agreement and each Lease; (c) Lessee will do or cause to
be done all things necessacy to preserve and keep in full force and effect its existence as a
body corporate and politic;' (d) Lessee has complied with such public bidding requirements
as may be applicable to this Agreement and each Lease and the acquisition by Lessee of the
Equipment as provided in each Lease; (e) during the Lease Tenn, the Equipment will be
used by Lessee solely and exclusively for the purpose of perfonning essential governmental
or proprielary functions of Lessee consistent with the pennissible scope of Lessee's
authority; (f) Lessee will annually provide Lessor with current financial statements, budgets,
proof of appropriation for the ensuing Fiscal Period, and such other financial infonnation
relating to Ihe ability of Lessee to continue each Lease as may be requested by Lessor; and
(g) Lessee has an immediate need for the Equipment listed on each Schedule and expects to
make immediate use of the Equipment listed on each Schedule.
4. Tax and Arbitral!e Reoresentations. Lessee hereby represents as follows: (a) the
estimated total costs of the Equipment listed in each Schedule will not be less than the total
principal portion of the Rental Payments listed in such Rental Payment Schedule; (b) the
Equipment listed in each Schedule has been ordered or is expected to be ordered within 6
months of the Commencement Date, and all amounts deposited in escrow to pay for the
Equipment, and interest earnings, will be expended on costs of the Equipment and the
financing within 3 years of Commencement Date; (c) no proceeds of any Lease will be used
to reimburse Lessee for expenditures made more than 60 days prior to the Commencement
Date or, if earlier, more than 60 days prior to any official action taken to evidence an intent
to finance; (d) Lessee has not created or established, and does not expec.t to create or
establish, any sinking fund or similar fund (i) that is reasonably expected to be used to pay
the Rental Payments, or (ii) that may be used solely to prevent a default in the payment of
Ihe Rental Payments; (e) the Equipment listed in each Schedule has not been and is not
expected to be sold or otherwise disposed of by Lessee, either in whole or in part, prior to
lhe last maturity of Rental Payments; (I) Lessee will comply with all applicable provisions of
the Internal Revenue Code of 1986, as amended ("Code"), including without limitation
Sections 103 and 148 thereof, and the applicable regulations of the Treasury Department to
maintainlhe exclusion of the interest components of Rental Payments from gross income for
purposes of federal income taxation; and (g) Lessee intends that each Lease not constitute a
"true" lease for federal income tax purposes.
5. Lease of Eauipment. Upon the execution of each Lease, Lessor demises, leases,
transfers, and lets to Lessee, and Lessee acquires, rents, leases and hires from Lessor, the
Equipment in accordance with the tenns thereof. The Lease Tern] for each Lease may be
continued, solely at the option of Lessee, at the end of the Original Tenn or any Renewjal
Tern] for the next succeeding Renewal Tenn up 10 the maximum Lease Tenn set forth in
snch Lease. At the end of the Original Tenn and at the end of each Renewal Term the Lease
Tenn shall be automatically extended upon the successive appropriation by Lessee's
governing body of amounts sufficient to pay Rental Payments and other amounts payable
under the related Lease during the next succeeding Fiscal Period until all Renlal Payments
payable under such Lease have been paid in full, unless Lessee shall have tenninated such
Lease pursuant to Section 7 or Section 22. The tenns and conditions during any Renewal
Tenn shall be the same as the terms and conditions during the Original Tenn, except that the
Rental Pa)1nents shall be as provided in the applicable Lease.
6.ConJ.ill!Ll!Jion of L~l!s.t.n!!I.l. Lessel' cllrrently intends, subje,,! to Section 7. to
continue the Lease Ternl (1f each Lcase through the Original Tenn and all Renewal Terms
and to pay the Rental Payments thereunder. Lessee reasonably believes that legally available
funds in an amount sufficient to make all Rental Payments during the maximum Lease Term
of each Lease can be obtained. Lessee currently intends to do all things lawfully within ils
power to obtain and maintain funds from which the Rental Payments may be made,
including making provision for such payments to the extent necessary in each budget or
appropriation request submitted and adopted in accordance wilh applicable provisions of
law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate
funds or to extend the applicable Schedule for any Renewal Term is within the discretion of
the governing body of Lessee.
7. Nonaporooriation. Lessee is obligated only to pay such Rental Payments under
each Lease as may lawfully be made from funds budgeted and appropriated for that purpose.
Should Lessee fail to budget, appropriate or othelWise make available funds to pay Rental
Payments under any Lease following the then current Original Tenn or Renewal Tenn, such
Lease or Leases shall be deemed terminated at the end of the then current Original Term or
Renewal Tenn. Lessee agrees to deliver notice to Lessor of such tennination at least 30 days
prior to the end of the then current Original Tenn or Renewal Term, but failure to give such
notice shall not extend the tenn beyond such Original Tenn or Renewal Term. If any Lease
is tenninated in accordance with this Section, Lessee agrees to peaceably deliver the
Equipment to Lessor at the location(s) to be specified by Lessor.
8. Conditions to Lessor's Performance. This Agreement is not a commitment by
Lessor to enter into any Lease not currently in existence, and nothing in this Agreement shall
be construed to impose any obligation upon Lessor to enter into any proposed Lease, it being
understood that whether Lessor enters into any proposed Lease shall be a decision solely
within Lessor's discretion. Lessee will cooperate with Lessor in Lessor's review of any
proposed Lease. Lessee understands that Lessor requires certain documentation ancl
infonnation necessary to enter into any Lease and Lessee agrees to provide Lessor with any
documentation or i"fonnation Lessor may request in connection with Lessor's review of any
proposed Lease. Such documentation may include, without limitation, documentation
concerning the Equipment and its contemplated use and location and documentation or
infonnation concerning the financial status of Lessee and other matters related to Lessee.
9. Rental Payments. Lessee shall promptly pay "Rental Payments" as described in
Exhibit A-I to each Lease, exclusively from legally available funds, to Lessor on the dates
and in such amounts as provided in each Lease. Lessee shall pay Lessor a charge on any Rental
Payment not paid on the date such payment is due at the rate of 12% per annum or the
maximum rate pennilled by law, whichever is less, from such date until paid. Rental Payments
consist of principal and interest portions. Lessor and Lessee understand and illtend that the
obligation of Lessee to pay Rental Payments under each Lease shall constitlite a current
expense of Lessee and shall not in any way be construed to be a debt of Lessee ill
contravention of any applicable constitutional or statutory limitation or requirement
concerning the creation of indebtedness by Lessee. nor shall anything contained herein or
in a Lease constitute a pledge of the general tax revenues, funds or monies of Lessee.
10. RENTAL PAYMENTS TO BE UNCONDITIONAL. EXCEPT AS PROVIDED
IN SECTION 7, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS
CONTAINED IN EACH LEASE SHALL BE ABSOLlffE AND UNCONDITIONAL IN
ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR
DEFENSE, FOR ANY REASON, INCLUDING WITHOlff LIMITATION ANY FAILURE
OF THE EQUIPMENT TO BE DELIVERED OR INSTALLED, ANY DEFECTS,
MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE EQUIPMENT OR ANY
ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES.
11. Dellverv: Installation: Aeceptance. Lessee shall order the Equipment, cause the
Equipment to be delivered and installed at the location specified in each Lease and pay any
and all delivery and installation costs in connection therewith. When the Equipment listed
in any Lease has been delivered and installed, Lessee shall immediately accept such
Equipment and evidence said acceptance by executing and delivering to Lessor an
Acceptance Certificate (Exhibit B). In the event that Lessee has not provided Lessor with the
requisite Acceptance Certificate within thirty (30) days from receipt of the Equipment, the
Equipment shall be deemed accepted by Lessee and the lease term shall commence. Lessor
shall provide Lessee with quiet use and enjoyment of the Equipment dllling the Lease Tenn.
12. Location: Insoectlon. Once installed, no item of the Equipment will be moved
from the location specified for it in the Lease on which such item is listed without Lessor's
consent, which consent shall not be unreasonably withheld. Lessor shall have the right at all
reasonable times during regular business hours to enter into and upon the property of Lessee
for the purpose of inspecting the Equipment.
13. Use: Maintenance. Lessee will not install, use, operate or maintain the Equipment
improperly, carelessly, in violation of any applicable law or in a manner contrary to that
contemplated by the related Lease. Lessee shall provide all penn its and licenses, if any,
necessary for the installation and operation of the Equipment. In addition, Lessee agrees to
comply in all respects with all applicable laws, regulations and rulings of any legislative,
executive, administrative or judicial body. Lessee agrees that it will, at Lessee's own cost
and expense, maintain, preserve and keep the Equipment in good repair and working order.
Lessee will enter into a maintenance contract for the Equipment that is acceptable to Lessor.
14. Title. Upon acceptance of the Equipment under a Lease by Lessee, title to the
Equipment shall vest in Lessee subject to Lessor's rights under the Lease; provided that title
shall thereafter immediately and without any action by Lessee vest in Lessor, and Lessee
shall immediately sunender possession of the Equipment to Lessor, upon (a) any tennination
of the applicable Lease other than tennination pursuant to Section 22 or (b) the occurrence of
an Event of Default. Transfer of title to Lessor pursuant to this Section shall occur
automatically without the necessity of any bill of sale, certificate of title or other instrument
of conveyance. Lessee shall, nevertheless, execute and deliver any such instruments as
Lessor may request to evidence such transfer.
15. Securitv Interest. To secure the payment of all of Lessee's obligations under each
Lease, upon the execution of such Lease, Lessee grants to Lessor a security interest
constituting a first and exclusive lien on the Equipment applicable to such Lease and on all
proceeds therefrom. Lessee agrees to execute such additional documents, in fonn
satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and
maintain its security interest in the Equipment. The Equipment is and will remain personal
property and will not be deemed to be affixed to or a part of the real estate on which it may
be situated.
16. Liens, Taxes, Other Governmental Charl!es and Utilitv Chanes. Lessee shall
keep the Equipment free of all levies, liens and encumbrances except those created by each
Lease. The parties to this Agreement contemplate that the Equipment will be used for
governmental or proprietary . purposes of Lessee and that the Equipment will therefore be
exempt from all property taxes. If the use, possession or acquisition of any Equipment is
nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and
governmental charges lawfully assessed or levied against or with respect to such Equipment.
Lessee shall pay all utility and other charges incurred in the use and maintenance of the
Equipment. Lessee shall pay. such taxes or charges as the same may become due.
17. Imnrlll1!;r. At its own ex!'en.~e, !.e'.,ee shall during each le'~e Tenn mRint,in (.)
casualty insurance insuring the Equipment against loss or damage by fire and all other risks
covered by the standard extended coverage endorsement then in use in the State and any
other risks reasonably required by Lessor, in an amount at least equal to the then applicable
"Purchase Price" of the Equipment as described in Exhibit A-I of each Lease; (b) liability
insurance that protects Lessee from liability in all events in fonn and amount satisfactory to
Lessor; and (c) workers' compensation coverage as required by the laws of the State;
provided that, with Lessor's l'rior written consent, Lessee may self-insure against the risks
described in clauses (a) and (b). Lessee shall furnish to Lessor evidence of such insurance or
self-insurance coverage throughout each Lease Tenn. Lessee shall not materially modify or
cancel such insurance or self-insurance coverage without first giving written notice thereof
to Lessor at least 10 days in advance of such cancellation or modification. All such
insurance described in clauses (a) and (b) above shall contain a provision naming Lessor as a
loss payee and additional insured.
18. Advances. In the event Lessee shall fail to keep the Equipment in good repair and
working order, Lessor may, but shall be under no obligation to, maintain and repair the
Equipment and pay the cost thereo[ All amounts so advanced by Lessor shall constitute
additional rent for the then current Original Tenn or Renewal Tenn and Lessee agrees to pay
such amounts so advanced by Lessor with interest thereon from the advance date until paid
at the rate of 12% per annum or the maximum rate pennitted by law, whichever is less.
19. Damue, Destruction and Condemnation. If (a) the Equipment or any portion
thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to,
or the temporary use of, the Equipment or any part thereof shall be taken under the exercise
or threat ,of the power of eminent domain by any governmental body or by any person, firm
or corporation acting pursuant to gDvernmental authority, Lessee and LessDr will cause the
Net Proceeds tD be applied tD the prompt replacement, repair, restoration, modification or
improvement of the Equipment tD substantially the same condition as existed prior to the
event causing -such damage, destruction, Dr condemnation, unless LeSsee shall have
exercised its option to purchase the Equipment pursuant to Section 22. Any balance of the
Net Proceeds remaining after such work has been completed shall be paid to Lessee.
For purposes of this Section, the tenn "Net Proceeds" shall mean (y) the amount of
insurance proceeds received by Lessee for replacing, repairing, restoring, modifying, or
improving damaged or destroyed Equipment" or (z) the amount remaining from the
gross proceeds of any condemnation award or sale under threat of condemnation after
deducting all expenses, including attorneys' fees, incurred in the collection thereof. If
the Net Proceeds are insufficient to pay in full the cost of any replacement, repair,
restDration, mDdification or improvement referred to herein, Lessee shall either (a)
complete such replacement, repair, restoration, modification or improvement and pay
any costs thereof in excess of the amount of the Net Proceeds, or (b) pursuant to Section
22 purchase Lessor's interest in the Equipment and in any other Equipment listed in the
same Lease. The amo,unt of the Net Proceeds, if any, remaining after completing such
replacement, repair, restoration, modification or improvement or after purchasing
Lessor's interest in .the Equipment and such other Equipment shall be retained by
Lessee. If Lessee shall make any payments pursuant to this Section, Lessee shall not be
entitled to any reimbursement therefor from r1ssor nor shall Lessee be entitled to any
diminution Df the amounts payable under Section 9.DISCLAIMER OF
WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIEP, AS TO THE VALVE, DESIGN, CONDITION,
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS
FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO
WHETHER EXPRESS OR IMPLIED, AND LESSEE ACCEPTS SUCH EQUIPMENT
AS IS AND WITH ALL FAULTS. IN NO EVENT SHALL LESSOR BE LIABLE FOR
ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN
CONNECTION WITH OR ARISING OUT OF ANY LEASE OR THE EXISTENCE,
FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY ITEM, PRODUCT OR
SERVICE PROVIDED FOR IN ANY LEASE.
21. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee asits agent and
attorney-in-fact during each Lease Term, so long as Lessee shall not be in default under the
related Lease, to assert from time to time whatever claims and rights (including, without
limitation warranties) relating to the Equipment that Lessor may have against Vendor. The
term "Vendor" means any supplier or manufacturer of the Equipment as well as the agents or
dealers of the manufacturer or supplier from whom Lessor purchased or is purchasing,such
Equipment. Lessee's sole remedy for the breach of such warranty, indemnification or
representatiDn shall be against Vendor of the Equipment, and not against Lessor. Any such
matter shall not have any effect whatsoever on the rights or obligations of Lessor with
respect to any Lease, including the right to receive full and timely payments under a Lease.
Lessee expressly acknowledges that Lessor makes, and has made, no representations or
warranties whatsoever as to the existence or the availability of such warranties by Vendor of
the Equipment j
22. Purchase Option. Lessee shall have the option to purchase Lessor's interest in all
of the Equipment listed in any Lease, upon giving written notice to Lessor at least 60 days
before the date of purchase, at the following times and upon the following terms: (a) on the
Rental Payment dates specified in each Lease, upon payment in full of the Rental Payments then
due under such Lease plus the then applicable Purchase Price as referenced in Exhibit A-I; or
(b) in the event of substantial damage to or destruction or condemnation of substantially all
of the Equipment listed in a Lease, on the day specified in Lessee's notice to Lessor of its
exercise of the purchase option upon payment in full to Lessor of the Rental Payments then
due under such Lease plus the then applicable Purchase Price plus accrued interest from the
immediately preceding Rental Payment date to such purchase date.
23. Assie:nment. Lessor's right, title and interest in and to this Agreement and/or some
Dr all Leases, including Rental Payments and any other amounts payable by Lessee
thereunder and all proceeds therefrom, may be assigned and reassigned to one or more
assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee.
Lessee agrees to execute all documents that may be reasonably requested by Lessor or any
assignee to protect its interests, and property assigned pursuant to this Section. Lessee shall
not have the right to and shall not assert against any assignee any claim, counterclaim or
other right Lessee may have against Lessor or Vendor. Assignments may include without
limitation assignment of all of Lessor's security interest in and to the Equipment listed in a
particular Lease and all rights in, to and under the Lease related to such Equipment. Lessee
hereby agrees that Lessor may, without notice to Lessee, sell, dispose of, or assign this
Agreement or any particular Lease or Leases through a pool, trust, limited partnership; or
Dther similar entity, whereby one or more interests are created in this Agreement ,or in a
Lease or Leases, or in the Equipment listed in or the Rental Payments under a particular
Lease Dr Leases.
NDne of Lessee's right, title and interest in, to and under any Lease or any portion of
tbe Equipment listed in each Lease may be assigned, subleased, or encumbered by Lessee for
any reaSDn witbout obtaining priDr written consent of Lessor.
24. Events of Default. Any of the following events shall constitute an "Event of
Default" under a Lease: (a) failure by Lessee to pay any Rental Payment or other payment
required tD be paid under a Lease at the time specified therein; (b) failure by Lessee to
Dbserve and perfonn any covenant, conditiDn or agreement on its part to be observed or
perfDrmed, other than as referred to in subparagraph (a) above, for a period of 30 days after
written nDtice specifYing such failure and requesting that it be remedied is given to Lessee
by Lessor; (c) any statement, representation or warranty made by Lessee in or pursuant to
any Lease shall prove to have been false, incorrect, misleading or breached in any materia
respect on the date when made; or (d) Lessee institutes any proceedings under .an:
bankruptcy, insolvency, reorganization or similar law or a receiver or similar official i:
appointed fDr Lessee or any ofits property.
25. Remedies on Default. Whenever any Event of Default exists, Lessor shall have th,
right, at its .sole option without any further demand or notice, to take one or any combinatiOl
of the following remedial steps: (a) by written notice to Lessee, Lessor may declare aU Renta
Payments payable by Lessee pursuant to such Lease and other amounts payable by Lesse,
under such Lease to the end of the then current Original Term or Renewal Tenn to b,
immediately due and payable; (b) with or without terminating the Lease Term under sucl
Lease, Lessor may enter the premises where the Equipment listed in such Lease is locate<
and retake possession of such Equipment or require Lessee at Lessee's expense to promptl]
return any or all of such Equipment to the possession of Lessor at such place within thl
United States as Lessor shall specify, and sell or lease such Equipment or, for the account 0
Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference
between (i) the Rental Payments payable by Lessee pursuant to such Lease and othel
amounts related to such Lease of the Equipment listed therein that are payable by Lessee te
the end of the then current Original Term or Renewal Term, as the case may be, and (ii) the
net proceeds of any such sale, leasing or subleasing (after deducting all expenses of Lessor in
exercising its remedies under such Lease, including without limitation all expenses of taking
possession,storing, reconditioning and selling or leasing such Equipment and all brokerage,
auctioneer's and attorney's fees), subject, however, to the provisions of Section 7 hereof.
The exercise of any such remedie~in respect of any such Event of Default shall not relieve
Lessee of any other liabilities under a,l!Y other Lease or the Equipment listed therein; and (c)
Lessor may take whatever action at raw or in equity ,may appear necesswy or desirable to
enforce its rights under such Lease or as a secured party inaworall of the Equipment. Any
net proceeds from the exercise of any remedy under a Lease (afterdeducting all costs and
expenses referenced in the Section) shall be applied as ,follows: (i) if such remedy. i~
exercised solely with respect to a single Lease, Equipment listed insilch Lease or rights
thereunder, then to amounts due pursuant to such Lease and other amounts relatedt6 such
Lease or such Equipment; or (ii) if such remedy is exercised with respect to more than one
Lease, Equipment listed in more than one Lease or rights under more than one Lease, then to
amounts due pursuant to such Leases pro-rata.
26. No Remedv Exclusive, No remedy herein conferred upon or reserved to Lessor is
intended to be exclusive and every such remedy shall be cumulative and shall be in addition
to every other remedy given under a Lease now or hereafter existing at law or in equity.
27. Notices. All notices or other communications under any Lease shall be sufficiently
given and shall be deemed given when .delivered or mailed by registered mail, postage
prepaid, to the parties hereto at the addresses listed bell)w (or at such other address as either
party hereto shall designate in writing to the other for notices to such party), or to any
assignee at its address as it appears on the registration books maintained by Lessee.
28. Release and Indemnification. To the extent permitted by State law, and subject to
Section 7, Lessee shall indemnify, release, protect, hold hannless, save and keep haimless
Lessor from and against any and' all liability, obligation, loss, claim, tax and damage
whatsoever, regardless of cause thereof, and all expensea in connection therewith (inclUding,
without limitation, attorney's fees and expenses, penalties connected therewith imposed on
interest received) arising out of or as result of (a) entering into any Lease, "(b) tl)e ownership
of any item of Equipment, (c) the ordering, acquisition, use, operation, condition, purchase,
delivery, rejection, storage or return of any item of Equipment, (d) any accident in
connection with the operation, use, condition, possession, storage or return of any item of
Equipment resulting in damage to property or injury to or death to any person, and/or (e) the
breach of any covenant or any material representation contained in a Lease. The
indemnification arising under this Section shall continue in full force and effect,
notWithstanding the full payment of all obligations under all Leases or the termination of the
Lease Term under all Leases for any reason.
29. Miscellaneous Provisions. Each Lease shall inure to the benefit of and shall be
binding upon Lessor and Lessee and their respective successors and assigns. References
herein to "Lessor" shall be deemed to include each of its assignees and sl,lbsequent assignees
from and after the effective date of each assignment as permitted by Section 23. In the event
any provision of any Lease shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision
thereof. Each Lease may be amended by mutual written consent of Lessor and Lessee.
Each Lease may be simultaneously executed in several counteIparts, each of which shall be
an original and all of which shall constitute but one and the same instrument. The captions,or
headings in this Agreement and in each Lease are for convenience only and in no way
define, limit or describe the scope or intent of any provisions or sections of this Agreement
or any Lease. This Agreement and each Lease shall be governed by and construed in
accordance with the laws of the, State.
For the sake of clarity, please distinguish between the terms and conditions that apply to the leasing transaction (as stated in this Agreement) and the terms and
conditions that grant you warranty rights in connectioll with the manufacture and sale of the leased equipment (as stated in DeU's SllrviccAgNi#l/entj'oyDe// ,
p,-oducts). r;u:teasing rights and obligations provided in this Agreement, and in each lease schedule, are not affected by the oral statements or representations of
allY tilanufacturer's sales force. To the extent permitted by law, manufacturer's warranties in connection with leased equipment pass through to you by the terms
of this Agreement.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreell'.ent to be executed in their names by their duly authorized representa~ives as of the date first
above written.
(LESSOR)
Dell Marketing, L.P.
One Dell Way
Round Rock, Texas 78762
(LESSEE)
City of Clearwater
112 South Osceola Ave.
Clearwater, FL 33756
By
By
Title
Name
Name
Title
Title
Attest .
By
Name
City of Clearwater
112 South Osceola Avenue
Clearwater, FL 33756
Re: Dell Marketing, L.P. Master Equipment Lease/Purchase Agreement
Countersigned:
/t: .~
Brian J AUngSV
Mayor-Commissioner
CITYO@~FLORIDA
WilliarflB. Horne II
City Manager
Approved as to form:
Attest:
~L f~,-
ne C. Hayman
Assistant City Attorney
~