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R-82-1019
1A. RESOLUTION NO. 8'�' "Llis A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A WAIVER AGREEMENT, IN A FORM APPROVED BY OR UPON CONDITIONS REQUIRED BY THE CITY ATTORNEY, PROVIDING FOR A RELEASE OF ALL CLAIMS OF THE CITY TO TELEPHONE, COMMUNICATIONS AND COMPUTER EQUIPMENT TO BE INSTALLED IN A PORTION OF THE CITY OF MIAMI/ UNIVERSITY OF MIAMI/JA.MES L. KNIGHT INTERNATIONAL CENTER BY THE LESSEES THEREOF. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute a waiver agreement, in a form approved by or upon condi- tions required by the City Attorney, releasing claims of the City to telephone, communications and computer equipment to be installed in a portion of the City of Miami/University of Miami/ James L. Knight International Center by the lessees thereof. PASSED AND ADOPTED this 4 day of November , 1982. MAURICE A. FERRE MAYOR A T: 4 LP� ONGIE, CITY CLER PREPARE AID APPRQY D BY: 0 LUCIA T. ALLE, DEPUTY CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: JOSE R. GARCIA-PEDROSA CITY ATTORNEY CITY ComMISSIaN MEETING OF NOV t ;a92 WOWTON Gr' AIVEP. TO DE EXECUTED LY LANDLORD AND/OR I!TAL ESTATE 1.1CIVrGAGEP. Off' pRF?.:ISLS W11LRE CHATTEL IS INSTALLED OR IS TO BE INSTALLED OR DELIViTHLD The undersigned are respectively the landlord and/or real estate mrlrtgagre of the premises located it: _..... _..... _... _.._..._.._.... -- --_ ._ .__.._._.._......... .. ................. (Numlxr slid Street address of place of installation/dclivtry) To induce (hereinafter called "OBLIGEE") to refrain at this tinge from terminating its present arrangements anti/or leases with (hereinafter called "Tenant") and in consideration of any obligation heretofore or hereafter incurred by Tenant to OBLIGEE and to induce OBLIGEE to lease and/or sell and/or accept a mortgage upon and/or deliver the chattels described in any one or more leases and/or conditional sale contracts and/or chattel mortgages (thereinafter collectively referred to as the "Contract") by and between OBLIGEE , as lessor/seller/mortgagee and Tenant, as lessee/buyer/mortgagor and in consideration of,OBLIGEE' a so doing or having so done, the undersigned, jointly and severally, hereby waive .111d relinquish unto OBLIGEE and its assignees, all right of levy or distraint for rent, all right to claim that such chattels are or will at any time become fixtures and all rights, clz:ms and demands of every kind against said chattels and all replacements and additions thereto. This waiver will continue in full force and effect until Tenant has paid the full amount owing in accordance with the terms and conditions of the Contract and any renewals, extension and/or substitutions thereof. The undersigned hereby agree that said chattels are and will remain personal property at al.' times notwithstanding the installation thereof in any rr,anner in or at the premises aforesaid. This waiver may not be changed or terminated orally, shall be binding upon the successors, mortgagees and assignees of the undersigned, and shall also be binding upon tiny successor owners, rrlortgagees or transferees of said real property. Dater] this day of , 19—_, at__________—_..._..........._.._.....__._.__�. (City) (Sure) ATTEST: —.(Sul) Secretary ( Ladd lord ) T Witness (If corporation, print or type exact corpomle name, have authorised officer Sian stating his LOP. complete anestat:on and attach corporate seal. If partr.cr•'lip, print or type end ATTEST: firm name and have one or more puwtrs sign). —»--- -- —(Seal) Secretary. (Real Lstate Mortgagee) Whoµ (If corporation, print or type exact corporate Tame, have authorised oftleer sib ,tatlr•R h!s title, eon,plete rtttstation and attach corporate ,ill. if print a type tact firm name end have one or more parulcrs aitn)I :�ar�����ssart+t•��c�s�rrt�srf��sr+��ssat+rs+rsf+r•sttsss• ACM,10 'LEDGh1ERT STATE Of _ COUNTY Or SS.: a Notary ►ubl.c duty aysl,l.eo .n and for lord Counlf and Stoll. 00 herety core -IF that on this day of 11 In (Pla Ce) _-- -_ In 16•d County, before me personally appeared —_ - _.._to the personally moll anow'n (Ter Ind•e,tlual) (ref Ionnarthlp) (Ter C orpolst•onI al and 10 br the •Jrnl (al cif, ano ►-Own as ano 10 to a 10 be the rOen1.C11 prI%On who In/ µ.inn &-0 IOr/tO•na •nllruT/ill rat µ,,hot 1n his ►on nemra ano drl(r.bfd •.t member of the pa/lne'sh.p Of :Fed Own propel nano-Ir1-na ono wit anor.n to me to DI 8n0 µno aUnowlf0at0 hansall t0 ano pant to one µno r.r;,,tt0 In h.a o-n prC,,, n,^a-,•t,nt - _— _—. O _ _—_ _ _• _• W Ins t - an0 wn:lr naw•f .1 tun tr ,.Orp ILltf ofOa•caq lha.^e ofLorporH•oaf to In, w.ln,n .", fcv[^ rat ord anp110 •rylru^r^1 or .n l _11 •, Ine •d.el•rol pelsOn de• Ora• rat cal• st .^t•r•n •.,a• Icy urn .n rnG Ca•I, to a^a -no ., no. Orrnt by ere f-.11 d_.► %..okra, d•tl lay Inal nr .\ w[h ou,crr of Inn a/tlrr♦a�0 eolpo'st.on, Carlo G^0 a'al.'rn •,,0 of•,. fueull0 u•d [ "Inrnn.p nam,d tin Ine w.1^•n lortfC n� and anr.•u0 ,^14h n.•.1 of wr I•nA and fir n„ a�lnor.tr., 10 to cc, alto I. s to "•, rr " -, a^a r, r. ray wnMn "a'11 n•r•I •^C eleCuletl sa•a lorr.u•nt •nslfwmtnl it al I f µal a ,,. auk •.Or.(.d to tlecurr 1a.a rn Nrur.l ill top t•n0. upon be•^r 1,11 O_1l 1^nrlr] •^IIr I,minl 01 wr�l•na and •n Inf name al la 0 00•ro,sl.on and me.f In.s sctr'Ow.4,06-ont. that he knows Ine CGntr,lts sworn Or me $11"0 that ne t•ar.ns Gale as belly•. ,no,. 6n3-1 In• c0114,1I1 Of too (alyd and p,Od_c,0 a•`a ornt Inlllr •ns^1 Gild a'•^nw•en,ro f'ro tame t'e•o,e mr. w o, OI 1a�0 .n llrumf rat Inel of Itl oft al - - --• - ---•-- _-___. 1 Inal M 1 l^,d %,/ "n rue.. red .uvn l r ill 1•rll ovly t-o,n by that ne ►howl the fret of ►l,0 tO,ro,sl-On that Ine ten etf.krd IQ ss,d snlllumenl Is the ano OI..Ir•10 Ine lair GI •nd me 11 a,t.1 Ihal ,r lent -I Ine [O•P0,G1G seal pl sand Cors�,.a1,On, that 11•d .n\I•uTrhl .6% 1•9ned, 1rs•rd and cel.re•ed M so be ,•, 1.rG Ia-•.h1 and .o�. to "a c" u•d ,^N,u'r e,•t end tan 11ry act and orN to, the o..�t al.et 1,0frd to mr Inat Denali fit H,a COlpolat.on by aulf%or,lr of Its scald of O••ftlols, and sold wn. Owrova ono con Done nr 1•an^a. 1Ga.,d ano nrl.e• - - --•—• Iron the-e-n msnlrona0 and f,rrt loop tin ts.a ps,rnrrlh.p ' conlalnW ^a•ne a, ono for Gno to f•G nil -- -- - -- et►nOwvd.ed Inal tna nrcutrd ta•d .ntllum-nl at and NUJ [arinall n.p s Irrt, low h•1 Irrt Iwr •n'. Iawlul a[1 ano tired ano In. lane Irur. U_... and rnr,.v. •le Gcl ar rl nrrn lug and toiunlary ♦11 an,l urrd of u•a cu,po,sl .tin tin p„rlua••hG of 14•4 avl nr,",Ir Oe I,_ .n rlht to•J eel Ih,lr and Ile IG.n (Or Iha "a1. pu"P.Is a' end con• COlpu161•0n Iohun U.,J, r.r. ulyd for Ina taint Pu•fti lr, and tuns+nn.sl,on Inrrr.n mGnlpn.d a•Onst.on Iho.o.n manl.uno0. 0n0 Cuntasa. Or 1•an•••e 1,•f I.amt of Ina c01ln.re1•:n br h,1n►ell as such 011rrel. Often Witter and villfleel One, Mho and official ball Ina day and last In this canlf,calo 11181 suato wl.ltan (Notarial iM It -- •�1 IIIA(X�p V / NOT "• f`LLla CA—L-9 JL E}1iItit A LEGAL DESCRIPTION OF THE AIRSPACES AND EASE,-ENTS PI,RCP,L I. AIR SPACE FOR THE HOTEL TOWER: LOWER BOUNDARY is the horizontal plane at elevation 8116" as measured from the City of Miami Datum; UPPER BOUNDARY is the horizontal plane at the maximum elevation permitted by applicable law; PERI,v1ETRICAL BOUNDARIES projected vertically to intersect the Upper and Lower Boundaries as follows: A portion of Lot 39 and Block "B", Amended Plat of a Part of Ft. Dallas Park, according to the Plat thereof, recorded in Plat Book 4, Page 85 of the Public Records of Dade County, Florida, and being more particularly described as follows: Commence at the Southeast corner of said Lot 39; thence run Sou h 870 35' 48" West a distance of 5.00 feet to a point of deflection; thence run South 750 36' 50.4" West a distance of 3.36 feet to the Point of Beginning of the parcel of land hereinafter to be described: thence run North 47° 1535" West a distance of 38.00 feet to a point; thence run South 420 44' 25" ttiest a distance of 107.E3 feet to a point; thence run North 470 15' 35" West a distance of 33.50 feet to a point; thence run South 420 44' 25" West a distance of 174.33 feet to a point; thence run South 47° 15' 35" East a distance of 38.42 feet to a point; thence run North 871 44' 25" East a distance of 44.67 feet to a point; thence run North 42' 44' 25" East a distance of 85.08 feet to a point; thence run North 87' 44' 25" East a distance of 27.11 feet to a point; thence run South 47* 15' 35" East a distance of 14.34 feet to a point; thence run North 420 44' 25" East a distance of 114.33 feet to a point; thence run North 02" 15' 35" •rest a distance of 45.25 feet to the Point of Beginning. Parcel I is the same property set forth and identified in Section 1.2 (a) (1) , (2) , and (3) , within the Lease and Agreement for Development by and between the City of Miami and Miami Center Associates, Ltd., dated September 13, 1979, as amended by First Supplement dated July 1, 1980 (the "Lease")recorded August 5, 1980 in O.R. Book 10830 at Page 368 through 549. PARCEL II. AIR SPACE FOR THE SWIMMING POOL AREA: LO1+'ER BOU14DARY is the horizontal plane at elevation 6.0' as measured from City of Miami Datum; 82-.101 �4 UpVER is the horizontal i lane at the ,`aX_-u`a elevation pr_rmi tt,:-d by applicable law; PF.F.':RICAL ECU ,'JT,FII^S projected vertically to intersect the Upper and Lower Boundaries and legally described as follows: A portion of Block "B", Amended Plat of a Part of Fort Dallas Park, according to the Plat thereof, recorued in Plat Book 4, Page 85 of the Public Records of Dade County, Florida, being particularly described as follows: Commence at the Northeast corner of said Block "B"; thence run South 87" 35' 48" I:est along the North boundary of said Block "B" a distance of 5.00 feet to a point of deflection; thence run South 75' 36' 50.4" West a distance of 3.36 feet to a point; thence run South 02" 15' 35" East a distance of 45.25 feet to a point; thence run South 420 44' 25" West a distance of 111.16 feet to the Point of Beginning of the parcel of land hereinafter to be described: thence continue on the last described course a distance of 23.41 feet to a point; thence run South 471 15' 35" East a distance of 16.50 feet to a point; thence run South 420 4425" Vest a distance of 68.30 feet to the Point of Curvature of a curve concave to the Northwest, having a radius of 60.00 feet; thence run Southeasterly, Ea-`erly and Northeasterly along the arc of said curve, through a central anale of 90°, for a distance of 94.25 feet to the point of tancency; thence run North 420 44' 25" East a distance of 20.00 feet to a point; thence run North 47' 15' 35" West a distance of 20.00 feet to the point of curvature of a curve concave to the West, having a radius of 40.00 feet; thence run Northeasterly, Northerly and Northwesterly along the arc of said curve, through a central angle of 9 0 " , for a distance of 62.83 feet to the point of tancency;- thence run South 42° 44' 25" West a distance of 28.29 feet to a point; thence run North 470 15' 35" West a distance of 16.50 feet to the Point of Beginning. Parcel II is the same property set forth and ident i f ied in Section 1.2 (b) (1) , (2) , and (3) , of the Lease. PARCEL III. AIR SPACE FOR ADDITIONAL HOTEL SPACES: LOWTER BOUNDARIES are the unfinished upper planes of the several floor slabs designated Spaces numbers 1 through 25, inclusive, as per EXHIBIT "B" of the Lease; UPPER LOU'4D1-.PIES are the unfinished lower planes of the ceiling slabs above the designated Space Numbers 1 I through 25, inclusive, as per EXHIBIT "B" of the Lease; Jr 10 PERI;:ETRICAL BOUNDARIES shall conform to the metes and bounds as delineated in EXHIBIT "B" of the hereinbefore described Lease Agreement and designated Space Numbers 1 through 25, inclusive, projected vertically along the undecorated interior of the boundary walls to intersect with the Upper and Lower Boundaries. 2 _ 82-1019 iL . . parcel III is the s;:me �'•rcrerty set .ort;, and — iden ti fied in Section 1.2 {c) �(l) , (2) , and (3) , of the Lease. _nk.?<CEL_ IV. :hat certain nonexclusive easement for parking use as set out in Paragraph 3.01 of the Parking Agreement between the City of rCenter 1980oin 0 R., Ltd. , dated July 1, 1_ogp reco ded August Book 10834, Page 1069. Parcel IV is that easement set forth and identified in Section 9.2 in the Lease. PARCEL V. Those certain nonexclusive easements for the benefit of PARCELS I, II, III, and IV created, limited, and defined, set forth and identified in Section 1.13 of the Lease. 82-10 E ) :stkjNS Htluht SIGNING e I.LL LUr11 , . , . Y.Uy 3 CO►'; -.HT_ 11170 LEASING SERVICE: CORPORATIGN 06,X^ LEASING SERVICE CORPORATION the "LESSOR") O TTO LEXIN(JOY AN11NIT - NEW YORK, NEW YORE: 10021 Telephone: 212321.3600 —1 — FO 1900 POWELL STREET - E%lf:RY�'ILLE, CALIFORNIA9%62 Telephone: 4151'654-8615 LEASE 40. l j O 2261 PF.RINIFAER PARE: - ATLANTA, GEORGIA 30341 Telephone: 40U458-9211 0 2360 FAST DEVON AVENUE . DES PLAINES, ILLINOIS 60018 Telephone: 3121298.55,90 O P.O. BOX 8, PREL PLAZA - ORANGEBURG. NEW YORK 10962 Telephone: 914/359'8111 O FULL LEGAL NAME AND ADDRESS OF "LESSEE" 1 SUPPLIER OF EQUIPMENT (COMPLETE ADDRESS) L.__ L NAME AND TITLE OF PERSON TO CONTACT: QUANTITY DESCRIPTION: MODEL N. CATALOG e. OR OTHER IDENTIFICATION. E Q U 1 P M E N T L E A S E D Or Ot/►[RENT TMAM LCSSEC'S ADDRESS SHOWN ABOVEI LOCATION OF EQUIPMENT: STREET ADDRESS CITY COUNTY STATE FOR INITIAL TERM OF THIS LEASE AFTER INITIAL TERM ___ AYOUMT OF tACH RENT /ATMtil MO. 0/ RENT TOTAL RENT INITIAL T[RA.i 0/ LEASE ADVANCE RENT RENEWAL RENT RAY MtM Ta 'MO. 0It MONTHS) __ S S (RCVS SAL rsTA R, IPI US SILTS IAA, ([IClU s1V[ Or PAYABLE ANNUALLY IN ADVANCE 1/ ARPL ICAELI) II APPL IC ARC[) ANY sALrs TAtl IPI VS AmI !.ALES TAI) Terms and Conditions of Lease 1. Lessee herebyy leases from Lessor, and Lessor losses to LeYsee, the personal property descrihpd above and in any schedule made part hereof (herein called .. equrpnient'') which lessee warrants shell be used for commercial purposes only end not for any farming purpose 2. Lessee requests Lessor to punt hasp equipment Of the type and qual.ty specified above from the supplier named above and agrees upon written acceptance hereof s,gnevd at Lessor's office by an aulliCtized officer of Lessor, to lease said equipment from Lessor on I terms, provisions and conclotons of this lease Lessor agree. so order such equipment from said supplier, but shall not tie I,able for spectfsc performance Of this lease or for damages If for any reason the supplier delays or falls t0 fill the order. Lessee shall accept Such eg Lli{Iment upon deltvvey, and hereby authorizes Lessor to add to this lease l e serial number of cacti Vern of equipment so tsrlrvereof Any delay in such delivery shall not affect Lessee's obligations hereunder. _ 3. As used herein, "Actual Cost' mrins the cost to Lessor of purrhanng And drl1VVring equlprnent to Lessee, including taxes, transportation charges and other charges The .mount of eArh Rent PoyniOF 1, the Advance Pont, and any iene.val Hint set or I Above are based o.T the estimated cost to Lessor and shall each be — adlutted prop0,11onAlly rf the Actual Cost d0fers Irons said f.%I. aatrd cost I Pssre hereby urevoc.hly authorizes Lessor to totted the f-gures set forth above when the Actual Cost is knowni and earh Rent Paymrnt shall be inc•rased by any sales Or other tax that may be imposed on or measured by the rent payments. If Actual Cost dillrrf from Vie esurnated cost by more than ten percent thereof, lessor at its option, may terminate this lease by giving written notice to Lessee after receiving notice of Actual Cost. If prior to delivery three shall Occur any event Of default hereunder, Le -Ave, shall be ltable for Lessor's damages orcasioned thereby .•,h.ch for purposes Of this parAgraph Only, it is Agreed shall be the difference between Actual Cost 10 Lessor and the Total Rent as provided herein, plus any amounts paid on account of the equipment. 4. The initial term of this lease commences upon the acceptance hereof by Lessor and ends upon the expiration of the number Of months specified above (for the initial lease terra) after the rent commencement date, which date shall be the date upon which the supplier ships the equipment to Lessee, or whichever is earlier. 5 Lessor will upon Lessee's written request, request the supplier to authorize Lessee to enforce in its own name all warranties, age demon is or represen tat ons, if any, which may be made by the supplier to Lesspo or I essor. Notwithstanding the foregoing, Lessor itself makes no express nor impl red nor statutory warranties as t0 any matter whatsoever, Includinn, without li nitation, the condition of equipment, its merchantability Or its fitness for any particular purpose. No defect or unlrtn ass of ec�u lenient shall rrl,eve essee of the obhgal.on to pay runt or Of any other obligation under this lease. Lessee agrees that any maintenance service to be performed is t .e sole obligation of Lessee who may arrange for same with the supplier of equipment. Lessee agrees to pay Lessor a lease documentation charge of $40 00 upon its acceptance hereof, G. Lessee *gives to pay during the initial term of this lease Total Rent equal to the number of rent payments specified herein multiplied by the amount of each payment specified herein. The first tent payment and any advance rent shall be due upon execution of this lease by Lessee; any deposit or acceptance of such sum by Lessor shall not tie deemed acceptance of this lease. In no event shall the lust rent payment or advance rent be refunded to Lessee. The second rent Payment shall be due and payable one month alter the rent commencement date and subsequent rent payments for the initial term shall continue on the some date of each uCcesswe month thereafter until the Total Rent and any other sums payable hereunder ate paid in full. All rent shall be paid to Lessor at its address set forth herein SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS LEASE The undersigned lessor and lessee agree to all the terms and conditions set forth above and on the reverse side hereof, and in witness thereat hereby execute this lease. THE EQUIPMENT IS LEASED HEREUNDER AS -IS, AND LESSOR MAKES NO EXPRESS NOR IMPLIED NOR STATU. TORY WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PURPOSE. ACCEPTED AT: DATE: LESSON: 42 LEASING SERVICE CORPORATION VICE •RESIDENT LEASE ORIGINAL. DATE EXECUTED BY LESSEE: LESSEE: by! FULL LEGAL t[AME AUTHORIZED SIGNATURE TITLE my.• AUTHORIZED SIGNATURE TITLE 1 t }' M1 -- _ - roe rho stale where accepted by lessor, of &-I otherwise d,Iacted by Lessor In Wrlhn Should Lessor pay for or on sccoint of It's on—cmerT any %un•f mOra Inon thirty dart prior to ttia rent commsncemant date, ley$&e will pa Lessor at add Ilonaf rent along with the first rent pay^ ant d„e a'rer tna rear rommanramrnt data an %neap'% equal to 1/15 of 1% of such suns% ro,d for each der fY on, Ina data of p�•v Tent to the rent commenc*ment da Lo, o.cepl whale wen edd•nond' •ant would not be plrm,lled by sDphcoblo law, ,n which e.ont said acido,o'at rent shall be the max'. um oernutled by law , 7. Lessor assay. but shall not re obly}ated, to apply any advance rent towafd curing any default of Lmtre hr•e,rn,ler, ,n which event L e%Seo shall promplTv restore the Ad. ance font to the full amount %pec,f'ed he,e,n. Any advance lent shall be heft /v Lesso, w,thou? crape nor ,'%nett and may he acc',a,I thv Lestd,, .n Ot $ot• d.V,at,on, against the unpaid ,nsta'iments of ,sot he,eundsr in the ,nva,tte old*, or trial, reSPOI_tive malwleies, but Lesso• %hall not fir ohl.gAted to do so H II upon the r•p,•Al'On of the O,Ig,nal or any renew&( term he,rof, Lessee fI nct file' and has not t•ren In d0A,11 In any of L estre t Chl•91vont +0 L r%,0• A'r1 this base tF,rc,liet a Olnewof Rent amount, Lessee m,ay renew This lease to, one veer At the Ps^rwal PB^r se st•a. or by g •'^g Less o• .t•� n nc r cr of err e.. al at Irsat I .ty days prior to the e•p"af cn of f',e ,10,81 or ary ,ere r,al •elm and p.))merit G Ong w Ih $"10 nor ce or lee r^r.., al Prr,l %'^runt If •h.% Irasa .t not Ion.,00d under The terms of the in mad attiv C'ec rJ.ng 7eminer for any mason v. Ft AitOr. o.. Lessor m,tv nor-ty l Ott-@ r,.D, to Ina e. h.f At,Or Of the or g "A, or any renewat form Aerepl, that ri LPs%ea fads to return the equ,pnrenl as t+eren Plo—drd e1 ine end of the then current term hp,r�f, leaf r' 1%o shall to rr^,wed fell An add't.onal one year term at the sam•e rent provided for ,n It,,% feat* for the initial term All of she terms aI Cnnd.t,Ons of it,.% lease %' Ail apply a,,d be m lulf force Slid offect during any and all renewal forms. 9 Unless Les Lee g-ts lessor written notice of each defect or other flasher Ohl&ct,on to an ,Tern Of equ pmr'I w.fn„' Ih•rr file% rrs% tlav% alter •rr eiut Thrrrol. It shall he conclusively pferlm*d. at between Lessee and Liti that the 'Irm -As drinrrrd ,n g'ed 'roam and that Lraser accepts IT is in ,•rm of riji-o lent drx „bed in this tease Lessee war,ants and •ep,esenis that no ,tom of rquipment has barn del.se,Pd to Eraser pilot 'o the dale of Lessc''I accvt'lance hereof. which shall be deemed the date of this lease Le%sae w,11 deliver to Lessor a del -.el y!mst sffalion If, e,pt (Lessor's form) for each and Ps*fy ,trim ,mmed,ately upon Lessor's ferluast. 10 Lesser shall use equipment in a careful manner and %hall comply with aft laws relating to I,$ possession. use and ma—lenance The equ G•m.ont %hall be dens sl ed and thefeatte, kept at the location specified above or, if none % tpeclf,ed, at Lessee's adl,ess as set forth above. and Shall not be •em Oved the,olrorn without Lessor's prior written content. 11. II Lessor %„ppll*s lessee with (abets stating that rquipment ,% owned by LP,tOr, Lessee shall affix and %rep same in a v,em„enr place on each item of rquipment. Le•.%n, .% hereby authorized to lrle one or ',ore hnancinp ItAteTentt and may %gas stmr At ngeni and attorney ,n fact for Lrswr Lr%s+e, at its e•prnto, shaii seep Wr"pnent ,n good fella,, and fum,sh all parts, ntrcham,sms and devices red.;„ad there o, Lessee shall not •^ate a, Y d't Pral,on•,. additions Or mprovernenl% to rquipment without Lector's prior written conspnl. All Add-I,ons and ,mpro,omrnts made to e,qu,v-ent shall belong 1D I plso, Upon the r. p„at,on or car Ile, Ielmmdt.On of this lease. I race, at d%Sofa e.pen:r. Strait rrtu,n act—pmoni .n ?^nri ,era,,, O'd✓iary r. rA' and via, res ,11.r9 f,pA' crop%• use then —Of olono excepted, by del.Ie,tng II to such Place as Lessor may %p, If Le%%cr, for any reason u, et not rr, rive the ell u'pm east , ^led d'n-y u{+on the e. p"Jt'o' of the term hateof and titers ,t lie •cnowit unde, Section 8�', D}, acifyLessor v,,It recerv• as use aid nr[upancv of the cqu,p Tont erfanv L,Ortton Ihe•r Gf to, each month or oofl,on thereof. Leflveen the Cale of e.pealion and the date of return of equipment, an a"Gant equal 10 150'- Of the monthly rant Sp e': ,fled for the Initial teat• ,arm and the r,iosrs,Om hereof shall feny,n In effect and b,nd Lessee until such rii .:rn of equipment 12 Lessee %hall leaf the entire r,sk of loss, thrift, damage or d,•struct,on oI pnu,ontent f,om Any raise whalpver and no less, thrift, damage or destrucT, C) o1 rquipment shall Flhe.e Lessee of the OLI g.7tton to Vav rent or of a,v other cbi,g'c,on ui,Je, ih.s (rase In the r.rnt cl de,• age to anv 'To,n of r,lu,. '•,r^. t, (rare shah Im-ed'a'ety place same it, good repair. If t. cssor de rerminel that Orly Item or esju'rim«lit Is lest s'O'rn dI,I. ved o' oA•t,ag^,f hryond Irasa',. Les%*& at Ihs option of Lesso,, she''t. la) tos,lace-same with like equipment ,n good rep Arr. e, it,) oa Les%0' ,n cash e't of Ilia fo I!c:.•^� i 7 d's d ^fs Inr' due and viv Aalr by Le%%ve to tell under this leasr� In) an amount it'll al to h%,enty percent o1 the cost O� u,(I lem. and 11 1 The u'pa'd hA ance of the Tota' Reni rot the initial Iern. of this lease Ott r, bulabla to said Item. Upon Lessor % rper'pt of s.,ch payment, Lessee shaft tic entrtli'd to what PIer Interest Lesso, rt,Av then hA%r ,n %aid item in its than condo -on and local -on, w,Iho,It wartanty, e. pre%wd or ,mphed The r,drt,as hereto agree Thai the sum of The amounts numhr,ed Oil and 1,1,1 equal% the fair v slue of said item on the date of such loss, theft, damage or destruction. I'I Le•stPe shall provide and mamla,n mvlanc0 against loss, theft, damage or desiruc i'On of l,q rtpmrnI in in amount acceptable to f rssor but not less than the Total Ren, payable he,eunde,, with loss Payable to Lessor Fach policy shell he del -.Fled to Lessor and Shan e.p,Pssly p'O. de that s t-d •nsuranre A%to Lessor and its *signs shall not be ,nva6da,ed by any act, omission or nt•glnct of Lr:%ee Lessof In ay apply the tiro: red% cr said ,t s_ra-ze to •ep''Cr o, tetra" equ,pm«nt And 0, to uai,sfy• ,n whore or in part, Lessee's ebl,gat,ons to Lessor e%sve hereby ,,revocably arro"+1 Lesso, at L,'s,-e s atternev I' fact To —as n claim to,. Inr-C-P VAv^iant at, rid e..:uto and endo,sr all docur,enss, charss, or dralts recrwed in payment for loss o, da,r,Ago undo• any of said mwra'cA l Ps•,O' may at anv timewith or without exercising any of the rights or remed,es a%fi file to ,t and without prior notice or de ... and to Lesser. ctop,owole And at°ply TowA,d the pavmenr of any of Lessee's Otit.gai,ons to Lessor any and all bdfanr.s. sur-S, P,Cperty, CrPilll%, de VJViS, accounts, reserves, collw lions, dla+ls. neTe% or chP,AS cum,ng Into t e,T0,'s poaes%,on and belongingq c, owing to Lessee end for such pu,poses, e'dcfse Lessees name on any such ,n%trumenl r•ade vivable to Lessrr to, Cru cell, negotiation, discount or ccllectldn $uch eplii,cal,ons stay be —lade and`or any monies pa,d to Lei may tie alrp'-rid a, 1'0• we-cus arCltrat'on ct•.anyrd IC apply. w.1hou1 notice to Lessee, partly or entirely to anv of Lessee's ObhgAhon& 10 Lr,So, a',S rig hereunder or otherwise at Lesso, ,n its %Cie d %, ,r!-,On may alert It Lessee falls to procure and maintain Insurance as herein provided or to rav any charges and tarry, Lessor shall have the right, but shall not be obhg,deu 10 e(lect such —%wane* and/or pay such charges and IAxes. and Lessee Shall repay to Lt%sol Ile cost thereof as Add'llonal tent hereunder with it next payment of rent. Lea%ee %hall also Provide and maintain paid public 11ibilily (cetsonal Injury and properly CIAln39e) Insurance, naming le4$01 ds addlhDndl insured. 14, Lessee &hell hold hufmiess and Inden,ri,ty Lessor ap:a,nst any and bit claim%, wv.ons, prcxec•J,ngs, P.prntes. Atiofrovt' fees dan,aSes and I,ab.hi,ies, arising in connection with the equipment, its ni3nulacturei srlect,Gn, purchase, delivery, pos%rs: on, c ,iPlshlp, leasing rrnh„q control, rr. A'nrrnan+r det,••r,y. use, ol,i iron and/pr return and the rrc Ol e'V O1 realms under tnsurance Policies thereon l vaPe shall pay V'Om{,fly when due Pll cr'Lr gas And fairs (local• staff, a^d le,leral) which nwV now or hereinafter tie imposed upon the ovwnersh,p• leasing, ran Ling, %a(e. VU,Ctlate pos•rss, on C, ulP of ellinp.n«lit, ant, %!tail %Are L essor harmless a(}nnst any aC fuel or asserled v101,tvuns and pay en coils, P. jr set pe'all•es, last-esi and ti j,r's Of e%( •y I. rl,d ,n f p.nrP: I on their -it, or Ar.s'ng thwef,o•n Thn C1,t- I, l'onI of Lessee shall wrylve the ,e, m, nation Of I h I s ag,remenl In any jur,SiLc Iron r.h.,a , h . Un.f or In Com me,C la, CDdr ,S 'n eI1 Pri I e%tru, g•anls Io L rssor a tM unit' in; e, e%t rn any end all goods, chatlels, fix lures, furniture, eq•ulpmenl, ,%%its and s:Iope,ty of Pvo,v %Ind whet rvrr roc aged. now a, 0 a, he, rA fee, befc,g-rig to Lessee and in which l peter Iles any interest And ey,ors that any security interest c—Ated by this ag,eernerit srcu,f,s any end all obiigal'ons of Lpesre and the%e of any affiliate of Lentoo, to Lai end to any affiliate or lessor, whether hereuncer or ofiarw,te. 15, Without Lessor's prior written ron"ni. Lessee %halt not sal a•.s,gn, transfer, pledge nvpotn"afp 0, otherwise dispose of in,% ,pA%r oI .,iy ,niti the,pm, or (b) tubhat or lend rqu,pn.er,t of any part Thereof, or j.P,nnt ,1 10 be u%ed bs Anyone v,Pr than LPssre of Le%%I u's r,r t,l:vies Lps%or And Its aaig•,rr may assign this Iran end/o, niorigage Iho Pquil„nent, ,n whole or in pert, without notice to Lessee CA. h such nx ^nee and o, moftg ,g— shall fire...11 of the r,p',tt hue none Of the ubhgat,ont of Lesw, heeundr, Less«e herrt'y reco0pni7 es each such ass,gnmenr and Ag•pes to pay t9e balance of Total Rant to Any ais.gne« and not to assail AgO,n%t any assignee any defpnL*, couniprclalrn, 0, set oil Tliet Leure may have Ag+met Lessor ',ublecl to the foregoing, this lease Inure, to Iho bensf,t Oland Is buid,ng upon the hens. tegitters. perto•taI ,Pr,reu•ntOt'v rs, sufv,vors, succr%sors end e%%Igris Of pie Pdrl,f,s hereto. 16. .Should Lessee fail to Vdv whe' due Any part of The rent herein resPlved or any other sum re lw,vd to hp paid t0 Lessor by Lt,,soe Le%s«o stlt pav it Lill a late charge of 1/15th of 11% per Oav un ssich OelinG',ent payment, till Itcl to exceed, how«v err he tma•iI �.elm.,led try .1 I1. It If 'a". I,em th. jils when such payn.&nt at due unlll paid• end p.ppnses of collP, lion, mclud„g atto,nets' 1rPs Lessee ho,r'by ,f,fh ucAti v autl,Or'7rt any Attorney Of anv court of ,W old to apV ear for end contents judpn,r lit ag.t,ns1 Let%Pe (except in any 1u,ftdlcvcn whirr %,.,ch action ,s net pk'rn Ilf,d by law( fell all unpaid a••+ounts Our heeundr•, plus expenses and 15♦ added for 6rtCrnet [' fUrs, i thoul stay Of exec ul,on, and Lessee hereby valves the issue of p,ocest. ail lights of I)Opeal and tells% from any and all spprsitemant, Stay or exemption lilwi than ,n torts. 17. It Lessee fans to par any rent ur other amount herein pro,, -dud I+hen due, or ti Lillfalls to pr,lo,m Any Nhet p,cv s,on hereof IL,Ih.n 1,••e I51 days after Lessor %flat; ha.e dersanded ,n I%,Ivrg L,e,lorrnance lhP'POf. Or 11 eriy rrd„.g In hams "Ili Tcv, ,P:e .w th,p. l,q„niat,on o, 'r%olsrncl Le co,,,mrrK vd by or against Lest" or any of its properly. or ,f Lessee ma%Ct any oss,gn,neni co,l"I the I e^Ohl of •is cr Pl,'1O's, or It Lrssre .1 ,n dplaull unJf, a'y &the, 1c.'se 0, ag, cement hnrelofofe of helesfler held by Lrs%Or, Ian C'P or n'c,e of U,P rot rr7o,ng t.�e'np a dPlaull hr'e,ndr') Ilion. If a„d to Ilia e.trni pem,nnd by d1.Vlrt aide IA I%. the full amount of Total Pont then unli ,rl hetpun(�er and All other c)0 9, vu,it of L e%LPe 10 Lessor shall be, 011ie due And Vas an to fn, f hsv I f h at the Ii1 Cl,on It I rssor and Lessor may, at its Ophon IA) wilhoul necice of do• vill,d and v..Ir`O,-ii If,^el pr ocris. IA%P Vr'a Ps%.On of equip meal ilr%%Po wail lr.g any and all rlghis to any judicial heating prior to any such retie ing) wherever SAme MAY tie located (Iv rTh all edcl,hons and wbst,ru,rons 1, but L rssre $hall hr fenu„ed to assrmhir the eq ,.Jimrnl and ';Ake ri A.A,lablp to I e,SDr at %uch place as Lessor may dv5�gnair. I%he,vupon all r,ghll of Lessee In a�u 1pminl shall IPrn„nrir t,s-ilutely (hut Lej,t, t11, AT I riot be r [fineud from n, obhpat.un% unde,, tin a[^I'Pement paste% the full drnnunf o1 u .e•'J Tpl%'. ri r•n: deed AI' ether sums pa)ahle fir,rn n. J. hove Lien l.a,d In lull) and LrI%or r+%a >' retA,n all r avmentt of tent and (,) retain the eq—,he'll or (ell srll I�.e equ,V'ne lit (PVVIY" 9p net PIUr ends of %vt h safe fe%s 20 of the 4,r„at Cost Ito the unrta,d be ance of Total Renti, o, fn,) retem ••ql pnirl ar,d ation,pl ra leas.. of uI 0 IPuu,tt'i,p Hp", of trip fPJ%nndhip rr'PntAl saaue of ,he n;,u,pmpnl, as art &'mined by Lessor for the Ol e.p•,rd lineal Term hasp, to It'll, onpA'd I alenct of TO,., rirnrl, t r•nrr u••nA,r.ng uric or;J Ironp'ly I. iLle Io, anv drh, If, nay under (rt) and fine ail Dvr, IFS purt,re file tr o.e,V Of unpaid h,itri nrr at Total Print and other arfwufAS due herfrunri-, (C) pursue• any olhw re'iedy AI I,i,v or in 0,1u 1, All fortred,es Ore cumulative and -AV, to Ih* rxtrnt pe,m,lted by law, he e.e'r,sed �omaun e'tly or %tpa,aiely and &•ante of Gne shall not be An r'.m t-on of p+vclucfe tit* Nnrnse of any Othof, Notwoht,nfid,ng any Action ?hat 1 HaDr ma� Ietr including iat lag posse%%Ion Of ally or all of rquipment, t r.—P shrift rernaln 1, Ible for Ili* lull pr,fo,n,anc& of All Ili obf.patror,[ he,eunder In ad.l,l lOn to ;tie Cirep J,ng Les•rn S!,,III FiiV Lefler dIi Ca�tis and !•LrYn ine InaiUding rf.laU',%fife allele rl(•yj lab% a nL1 CD%Lt of collcat,D,r eflo'I$, inrun ed by Lessor ui e.e,c,s,ng any of Its I,ghis o, rcmedrr% iereundur Ll"Iela and Lessor herby ✓va,vu any and all fights to a trial by jury in any act,cn based hereon of arising hereunder. 18. All notice% rolaimg hereto %hall be in w+d,ng and delivered in parson to an officer of the perry to which such notice Is being pi%en o, mA,lpo by cell -fled mall to such patty aI Ot Arldrf%s t{,eclfloel Ahn.e or At such olf.er a,J,lreS% as may tio,eaflor be %pf,c If-WJ by like notice try ether pally to the other I1 mops than one letter ,s namod in this lease. the liability of each hereunder $hall tie Joint and W,,Ofal. 19. The equipment Is and %hall remain the pro`,orly of Lessor, Lessen, at Its own coat and expanse, shell protect and defend the title of Lestur. Lessoe %hell at all limes seep equipment free and clbar from all (lens, attachments, levies, encunibf prices and chafgos or other Judicial process, thall give Lessor immediate written noil ce thereof and shell Inuemnify and save Lessor harmless from any lots or dame?" caused thereby. Lessee shall hive no right, title Or Interest in or to equip. ment,e.cept as e.p,e:tly eat forth In this ippw, nor shall Lessee have any equity nor Lie deemed to develop any equity in the equipment by Iutue of ;hit agroo• Mont or any payment mado by Lessee or otherwlse; Lessee's interest in the equipment being that of a lessee only. This equ,prneni shell remain personal pro- per IV even Ulough installed In or atteettPd to reel pfoperty, No Invoice Issued prior to comp eta performance of this leave &hell opo,ate to Pass lisle to Lessee. All equipment And any proceeds thereof eccatsones, pert+ slid replacements for or Ivhich are iii to or brucome attached to Pqulpmont shell immx•dlately beicomo the property of Lessor and *hall fie doomed incorporatud ,n equipment and tub;ect 10 the terms of this lease as It otigtnauy leau'd hofounder At pert Of the eon s, duration for each of the parties hereto to enter into tills lea%A, cacti party hereto. Lessor and Les%I e, and any guarantor agntnq hele,hOlow, here. by Jointly and taverafly dengnale and appoint Stuart Glover. Glover, Esquire. Nuw York, New York and C A Credit Corp., New `'Ors, New Yornk, or either of them, as each of such party's true end lawful attorney In fact and agnnl for each of such party and in each parry's name, place and %lead to accbpt Sarvice 01 any pitatiess , wlthln trio Stele of New York, the pArty briny'ng any such action aireving to notify the otfter party at Its addross shown h[irein or their lost known eddranby cerU/ied mail, withdeach a in it,Iee clays o ch service having t,eing totted and such parties and any guarantors do hereby agree to file vtn„e and �urisdlction of any court In the Stele and County of NYw York d m re-ar,ng any attur arlsing fipreunuer. If It shuuld appear rhos, any provislon hereof Is In corn, licit watt. any statute of full, of Inw of any juw risdiction hurt•In it may be sought to be unforced then such provision Moll tie ouemed null and vold to the of tent that It may conflict it,erawitis, but widtuut Invalidating the remaining provitluns horeol. ?0 This instrument conLt,tutes the entire agreement brlween Lettor and Letwe. No AQont or employee of the supplier it authorized to bind Lessor to this lease, to waive or after Any term or cord,Li.,n ptsrr,tod t'eruin or add any prevision hetuv0. Except as provided in wet,un ] hereof, a provision may bet added hereto or a provision hereof may be allefnd or vo,ied onIT by a writing signed by an authorized officer of Lessor. Wallis( by Lessor of any provnion hereof in one Instill &hall not con-svlure a waive, as to any other Instance. GUARANTORS SIGN HERE: The undets,oned, jointly and severally, hereby uncunditionaily guaranty and waffant the full and complete payment and performance of the atx)ve Equip men% Lease Agreement in accoiddore vnth the terns thereof and any and ail renewals, continuations, modifications, ealensjons, compromises, supplements and arr%endrments thereof, without b'ducl,on by reawn of setoll, defense or counterclaim. Notice of acceptance hereof and all notices of any hind to which we may be entitled is hereby wailed The liability of each of the undersigned is direct and unconditional and may be enforced without requiring Lessor to first resort to any other right, temrdy or security and shall survive any repossession of Equipment, whLther or not such con%Lilutes an election of remedies aglintt Lessee, nothing shall discharge or satisfy out liability hereunder except the full performance and payment of the above lease which has been read and is hereby ratified and confirmed. (Guarantor) (Guarantor) (LS.) IL S.) (Guarantor) (Gwfantor) 8�'^'1 h 1E.. (L.S.) I L S.) { rf .r SCHEDULE 'A' This schedule is o"ached to and becomes part of Conditional Sales Contract, Chattol Mortgoge or lease dated , 19, between the undersigned. QUANTITY I DESCRIPTION Of PROPE4TY icete V A*vi er "Nw" or "Used"` YEAR b MODEL I SERIAL NO. This schedule is hereby verified correct and undersigned Purchoser(s), Mortgagors) or Lessee(s) ac• knowledges receipt of o copy. Seller, Mortgagee nr lessor; Purchaser, Mortgagor or lessee: By: CA —I•� � R By: 82-1019 SCHEDULE 'A' This schedule is o"ached to and becomes part of Conditional Sales Contract, Chattol Mortgoge or lease dated , 19, between the undersigned. QUANTITY I DESCRIPTION Of PROPE4TY icete V A*vi er "Nw" or "Used"` YEAR b MODEL I SERIAL NO. This schedule is hereby verified correct and undersigned Purchoser(s), Mortgagors) or Lessee(s) ac• knowledges receipt of o copy. Seller, Mortgagee nr lessor; Purchaser, Mortgagor or lessee: By: CA —I•� � R By: 82-1019 '0 a U(+ItURM COMMEkLIAL CODE — FINANCING SIATEMENI — FOkM UCC — 1 Any form% used to! Rama with the Office of Secretary 0f Stele pursuant 10 the Uniform Commerael Cade muff be approved by Richard (Dick) Stone, Secretary of State, State of Flgrtes INSTRUCTIONS: 1. -PLEASE TYPE this Farm Fold only along perlororion for mailing _.' *Removt Secured Potty and Debtor copies end send other 3 copies with initdroved cotbon pope, to the lil-ng ofltcer Enclose filing lee of SS.00 3. If the space provided for any items) on the form is inodeauafe the item(%) should be cont.nued on odd,t,onal sheets, prelerobly S". 8" o, 8"* 10 Only one copy a' such eddo-onol sheers need be presented to the f,l,ng *liter with the Ltst three copes of rle I,non.-np state -en, Long sr"rdules at collateral, ,ndtntu,es, etc may be ononyucepoperrhatrsconven,entlo, the secured party Ind -core the numb,, el oddo,onol sheets ottoched. Enclose I-l-ng lee of S2DO for each add'nonol thee' 4. II collateral it crops o' goods which ate or are to become lutur*s, give the legal desctipt.on of the real estate aid none of record o.ne, or record less**. S. *'" a copy of the security agreement is used at a linanctng statement, it is requested that it be acco^,panted by a completed but unsigned set of these looms. An oddo,onal Ire of S3 Do Is required. 6. Pltose ugn this form with a ball point pen. S,gnatutes mutt be leg-ble on alphabetical and numerical copies. 2. II filing with Clerk of Circuit Court consult Chapter 28. F. S.. or local clerk to, proper lees. THIS FINANCING STATEMENT is presented to a Filing officer for Citing pursuant to the Uniform Commercial Code: 3. Maturity dote (if any): 1. O*blw(a) (lost Name First) and addrtn(es) 2. Secured ►orty(ist) and add.ets(es) re r,t,q Ott,u. par.. time. rsvmw,, *ere rd,M Whre) !. This financing statement coven the following types (or items) of propertpt THIS IS A FIXTURE FILING. 3. Assignes(s) of Secured Party and Addressees) A. TM W.'sel party(&)..hove sg.o'.,tftl oapton b.b., torts tltot the romps ,.av+rd be Choy« 701. fb,do Slot -tin. d any. hoe* brew pb,.d a the p'omuory ner.ments cnv,.d M eby. and .4 b. plied on one oddsonal and vm,b, nurvment that mar be so wcv,ed Thit slattmeni is filed without the dsblo,'t signature to perfect o security interest in collateral. (Check 0 if sa) ❑ Al,wdy subjtcl to a t.curily interest in another jurisdiction when it was brought into this stale. ❑ which is p,w*►ds of the original collateral detcribed above in whith a stcurity interest was parfect*d. Check y it tover*d: ❑ P,oc*tdt of Collateral are also covered. ❑ ►,oductt of Collateral are alto covered. No. at additional Sheets wesvm*d: Filed with: tar: are Sipnarure(s) of Debtor(*) Signotuee(s) of Secured ►orty0es) (1) Filing Officer Copy —Alphabetical STANDARD FORM —FORM UCC-1 NOBDe It WARREN, INC., BOSTON, MASS. 02101 Approved by Richard (Dick) Stone, Secretary of State, State of Flotids 82-1©19 Gentlemen: The above -captioned Equipment Lease Agreement between us shall be amended and supple- mented, effective sixty (60) days prior to the expiration of the initial term thereof and provided said Lease then is not and has not been in default, by the addition to said Lease of the following: "Purchase Option. Notwithstanding anything to the contrary contained here- in, Lessee shall have the option to purchase Lessor's right, title and interest in and to the Equipment, as a whole, but not in part, as -is, where - is, at the end of the initial or any renewal term of this Lease provided that Lessee then is not, and has not been in default hereunder. Said option, to be effective, must be exercised by Lessee giving written notice to Lessor at least thirty (30) days' prior to the end of such term of Lessee's exercise of said option and upon payment simzultaneously with the giving of such notice of $ plus any and all applicable taxes. Lessee agrees that any default hereunder shall render said option null and void and of no force nor effect and that this pro- Ali else in said Equipment Lease shall remain unchanged and in full force and effect. If the foregoing is acceptable to you, kindly indicate your acceptance by signing the enclosed copy of this letter and return such executed copy to the undersigned, so that this agreement may become effective as set forth above, sixty (60) days prior to the scheduled expiration of the initial Lease term. Any default by Lessee under the Lease shall auto- matically negate your acceptance hereof. Yours very truly, -- Lessee a Accepted and Agreed to; LESSOR: President 82-1©19 i• i STATE ��' COUNTY Of SS.: )) bEihi duly tworh dcdoses and says: Thal he is the Secretary of a corporation duly crEantzed and existing under ar.d by virtue of the laws of havin,; its principal place of business at (herein called "Corporation" 1; that he is the keeper of the corporpte records and the seal of Ill. Ccrporahon that the I.11� Hir.R is a true and correct espy of certain reseluhons duly adopted and ratified at a socc al meeting o1 the Board of D rooters o1 t'e Cuperatron duly eon:ened and held to accordance with its bylaws and the laws of its State of tnccrporatoon at the aloe of the Corporation, the day of I as taken and transcribed by deponent from the ninoles of said meeting and compared by eeprr'ent with the original of said resolutions recorded in said minuteS. the pasSaPe cl nhirh res5luhors was in all respects reZutar and in accordance w Ih the by laws of said Corporation, said resolutions having teen in no way mcd'&ed, repealed nor rescinded, are and remain in lu!I force and effect: "RESOLVED, that the President. Vice President, Secretary Treasurer or ether o"icer or any agent of th!s Corporation (any of the foregoing hereinafter called "Au!honzed Otltcer") be and is hereby aulhoraed and empowered, to the came cl this Corporation to enter into and execute on behalf of this Corporation one or more agreements with or any affiliate thereof, (he reinaf!er collectively called "C-A") relating to the sale, pledge, assignrr•ent. reg:;tiation and guaranty to C-A of security agreEments, ccnd,tional sale contracts, chattel mortgages. chattel leases, renta+ agree—enls installment sales paper, promissory rates. real Frcperty mortgages, ev.dences of debt, 2eccunt recer.a'!e and/or ether !orris of ct;igal,c^s (all herein• after collectively called " Paper ), nc« and er he,ealler belorg•rg to and cr acquired by !h s Ccrccrattcr.. 2r.d L•drn I,me !o lime to modify and supplement such ag,EETenls and to make. modify and supplement arrangements with C-A as to the te-s and Cont.F-ons on which Paper is to be sold, ptecged, assigned. regctiated. secured and guaranteed to C A. and from time to t r^e to sell, pledge 2SSIgn. deliver, endorse, negotiate and olrerv;ise transfer, cgllaleralize, secure and FAr2ntee to CA any and all Paper novv and hereafter belonging to or acquired ty this Ccrperar,cn. and to erccute and defier any and all asslgrments. schedules. transfers hates endorse• ments, contracts, real andr or perseral prc,erly mGr!gageS guaranties, aE'ecm•ents and instruments, all c! v,h,Ch may co^ta,n SuCh p:o:t• sions, covenants. terms. ccndlticrs rccilal and urcertak,ngs as C-A may requite and tie k!horized Off.cer may app•o�e (the execu• tion thereof by the Authorized 0`•cer berg conclusive evidence of such approval) and to make remittances and pa)rren;s in respect thereof by checks, dralls or otherwise; and "RESOLVED FUP.THER, !hat this Cer,cratien from time to time barrow from C-A such sum or sums of money and on such terms as, in the judgment Of the Aulhcrized C"�cer may be advisable; and "RESOLVED FURTHER, that any Authorized C!f cer ty and is hereby authorized and e-powered, in the name of t"rs Corporation, to execute, sell, assign, Ira^,sler and deliver to C A and C A is requested to accept. purchase and or make one or rrore ad.Lrees ay'ainst one or rrore items of Paper and sa.d Authorized ON.cer is autnonzed from time to time to execute any renewal or extensions o1 said documents, and "PESOLVED FURTHER. Iha! any Au!`•r•zed Officer be 2r-d is hetety au!"orized directed and e—,cv,ered in the rarre of this Cor• poration. and as security for ar•y Paper acd'er any clnci ct:.F?t•ers or rCe`;!Eoress cl this Cctpot.',,n to C A. or cl'er+•rSe• to mcr!E2ge, assign, pledge or c t?—se t'c !'elate an., or delver to CA any perscr21 and or real prc,erty and 1: execute and eelii,er to C-A any and ail mattE2:,cs, asilj—•erls. SEC.nIy agreements ard'or t},Ctheca!,cn aE'Ec^ents all ct which shad ccrlain such provisions covenants, lErms, ccnd h.ns, recitals 2rd under!a.-,rgs as CA rr,a; requite and the Aahorized Officer may a,pro;e tine execution there• of by the Authorized OH,cer bEing conclusive evidence of such approval); and "RESOLVED FURTHER, that any Authorized Ot',cer be and is Fereby authorized, directed and empov,ered in the name of this Corporation to make, execute and deliver to C-A the guaranty by this Corporation of the debts and obligation now and hereafter Incurred by said guaranty to be in such form and to contain such provisions as the officer or agent executr^g the same may deem proper, the act of said officer or aEen1 to executing the same to be conclusively deemed to be the act of this corporation hereby ratifying, approvtn� and "RESOLVED FURTHER, that any Authorized Off cer be and is hereby authorized to do and perform all such other acts and things deemed by said Au:horized Officer necessary, ecr. ecment or proper to carry out, implement, modify and supplement any agreement and arrangement with C-A, hereby ratifying, approving and confirming all that any Authorized Officer has done or may do in the premises; and -RESOLVED FURTHER, that C-A is hereby authorized to act upon this resolution until written notice of its revocation or modification is delwered to GA and that the authority hereby granted shall apply with equal force and Effect to any successors of any Authorized Officer." That the cerliLcale of incorporation of the Corporation does not require. nor has said certificate been amended to require, the vote or consent of the shareholders of the Corporation, or the consenl of a greater number of the Directors of the Coronation than a Quorum, to any guaranty, mortgage, assignment, pledge of or creation of a security interest in all or any part cf its corporate property, or to authorize such by the Eoard of Directors. and that the lollcv;,ng are the names and specimen signatures of some of the officers and agents of the Corporation so empowered and authorized, namely; President: Vice President: Secretary: Treasurer; Agent: (Signature) (Signature) (Signature) (Signature) (Signature) That this affidavit is made and delivered in order to induce CA to extend credit, make one or more loans. purchase one or more items of Paper and accept one or more mortgages and/or other docurrenls and/or other instruments and/or enter with the Corporation into any one or mote of the agreements mtntrontd in the above resolutions in reliance upon the truth of the statements contained herein Sworn to before me this ay of )9 I Notary Kolic (Affix Corporate Seal here) 82-l0l9 a CREDI;I- ALLIANLL• LuRPURAI ION AVI)JOR LEASI1`i4'G SERVICE CORPORATION ANDIOR CREDIT AMERICA CORPORATION NEW YORK, NEW YORK RE: Gentlemen: To Induce you to enter into one or more equipment lease agreements and/or one or more security agreements, including but not limited to conditional sale agreements, leases, chattel and/or real estate mortgages, notes or other deferred or time payment paper, and/or any and all agreements ?elating to the purchase of su h paper or documents or both (all of the foregoing hereinafter called "Security Obligations") with the above -captioned (hereinafter called the "Subject"). and/or to induce you to purchase and/or accept an assignment of Security Obligations from Subject and/or to induce you to purchase and/or accept one or more assignments from any party or parties of one or more Security Obligations having Subject as obligor thereon, and/or In consideration of your having heretofore done any or all of the foregoing, we, the undersigned (and each of us if more than one) agree to be, without deduction by reason of set-off, defense or counterclaim of Subject, jointly, severally, directly and unconditionally liable to you for the due performance of all such Security Obligations both present and future, and any and all subsequent renewals, continuations, modifications, supplements _ and amendments thereof, and for the payment of any and all debts of Subject of whatever nature, u hether matured or unmatured, sshether absolute or contingent and whether now or hereafter existing or ansing or contracted or incurred or owing to or acquired by you by assignment, transfer or othetwise. Any and all present and future debts and obligations of Subject to us are hereby waived and postponed in favor of and sunordnnatrd to the full payment and performance of all present and future debts and oblitations of Subject to you. We affirmatively represent and warrant to you that we will not transfer any personal assets to any party without full and valuable consideration for said transfer and we understand that in reliance upon and in _ eonsideniion of this representation, specific credit accomodations as described above are bring extended to the Subject by you. We hereby waive notice of acceptance hereof and of all notices of any kind to which we may be entitled, including without limitation any and all demands or payment, notices of non-payment, protest and dishonor to us or Subject or makers, or endorsers of any notes or other instruments for which we are or may be liable hereunder. You shall be entitled to hold any and all sums to our credit and any of our property at any time in your possession as security for any and all _ of our obligations to you, no matter how or when ansint and whether under this instrument or otherwise. We further waive notice of and hereby eonunl to a,iy agreement of arrangements whatever with Subject or anyone else, including without limitation, agreements and arrangements for payment extension, subordination, composition, arrangement, discharge or release of the whole or any part of the Secunty Obligations, or for releases of collateral and/or other gusrantors, or for the change or surrender of any and all secunty, or for cotnpromise, whether by way of acceptance of part payment or of — returns of merchandise or of dividends or in any other may whatsoever, and the same shall in no way impair our liability hereunder. The liability hereunder of each of the undersigned is direct and unconditional and may be enforced without requinnc you first to resort to any other nr-ht, remedy or Security and shall survive any rrpossrsuon of property whether or not such constitutes an election of remedies against Subject; nothing shall discharge or satisfy out liability hereunder except the full performance and payment of all Security Obligations with interest. We shall have no right of subrogation, reimbursement or indemnity whatsoever and no nCht of rrcuurse to or with respect to any assets or property of Subject or to any collateral for Security Obligations, unless and until il1 Serunty Oblivations shall ha.r been paid and peifunnrd in full. As ran of the consideration for your entenne into and/or purchasing end/or accenting an assiUtmrnt of one or enure Security Obligations with Subject as obligor thereon, we hereby desisaate and appoint Stuart B. Glover, Esq., New York, New fork, end C-A Credit Corp , New York, New York, or either of them, as our true and lawful nttorney-in-fact. and agent for each of us and in our name, place and stead to accept sevnce of any process within the State of New Yolk, you agreeing to notify us by depositing in L'niled Sties t-a 1:, rci:.,.rd r..c:1, :.e., ,iL,, n :carer (3) days of such service hhs frig been effected and the undcr,irricd do hereby agree to the venue and lunsdrction of any court in the State and County of New York regarding any matter amine hereunder. We hcteby irrrvocahly authonze any itlomry of any court of record to appear for and confess judgment ajsinst any one or mote of us (except in anv )unsdirtion whcrc such &( lion is not pen -Mined by law) for ell unpaid balances and other monies duo- to you from Subject, plus expensrs and 20"r added for atturnc)s' fees, without stay or execution, and we hereby waive and release relief from any and aU appralsernent, stay or exemption laws then in force. We arrer that if we or Subject shall at any time become insolvent, or make a general assignment, or if a peutJon In bankruptcy or any insolvency or n organization proceeding shall be commenced bv, against or in respect of us or Subject, any and all of our obligations shall, at your sole option. forthwith become due and payable without notice. This instrument is a continuing guaranty and shall continue in full force and effect, notwithstanding the death of any of us, until the full performance• payment and discharge of all Security Obligations, and thereafter until actual receipt by you from us of written notice of termination: such termination shall be applicable only to transactions having their inception thereafter. Termination by one or more of us shall not affect the liability of such of us as do not give such notice of termination. The words "you" and "your" as used herein shall mean and include and this instrument shall apply in favor of and be severally enforceable by any addressee hereinabove named and/or any concrrn which is or may at any time be the parent, subsidiary of such parent, subsidiary or assignee thereof. We hereby waive any and all right to a tnal by jury in any action or proceeding based hereon. This instrument cannot be changed orally, shall be interpreted according to the laws of the State of New York, shall be binding upon the heirs, executors, administrators, successors and asa¢ns of each of the undersigned and &ball enure to the benefit of your successors and assigns. Dated: i WITNESS: WITNESS: ATTEST: (Seal) Secretary ATTEST: Personal Guarantor's Signature) (L.S.) Address: (Personal Guarantor's Signature) Address: Corporate Guarantor By: President Corporate Guarantor (Seal) By: Secretary President CA-L7 82 -1019 23 CITY OF MIAMI. FLORiDA JACK EADS ��i' (J �,�! :_ (� SEPTEMBER 13, 1982 SPECIAL ASSISTANT TO THE CITY MANAGER LANDLORD'S WAIVER FOR JA.MES L . KNIGHT INTERNATIONAL CENTER LUCIA T. ALL Wr<s=_rags DEPUTY CITY ATTORNEY L'aCLCSURES -row, AFF Please find attached a landlord's waiver regarding the above project, as well as a'resolution approving same. It is my understanding that the developer is anxious to have the waiver approved in order to have a personal bond released. Vince Grimm is familiar with the issue and can advise you as to whether this item should appear on the September 17th or 23rd agenda. 82-1©19. LEASING SERVICE CORPORATION, A Tennessee corporation which is duly authorized to transact business in Florida ("LSC"), and MIAMI CENTER ASSOCIATES, LTD., a Florida limited partnership ("MCA"), have entered into or will enter into one or more agreements (the "Lease") whereunder LSC will lease to MCA certain telephone equipment ** (the "Chattels") to be used by MCA in connection with the business to be conducted by it at its leased premises in Miami, Florida, which premises (the "Premises") are more particularly described in Exhibit "A" hereto. The City of Miami, a Florida municipal corporation is the owner of the premises (the "City"). FOR GOOD AND VALUABLE CONSIDERATIONS exchanged among the parties, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows, notwithstanding anything to the contrary contained _ in the Lease or any documents signed in connection therewith: 1. As long as LSC owns the Chattels the City (a) waives any lien .rights which it may have against the Chattels by virtue of the Lease and (b) agrees that the Chattels will not be deemed by the City to constitute fixtures within the Premises. The foregoing will apply to all replacements of and additions to the Chattels. 2. LSC agrees that if a breach occurs under the Lease LSC will give the City written notice thereof, by registered or certified mail, return receipt requested, to the City Manager, City of Miami, 3500 Pan American Drive, Miami, FL 33133, and, if MCA is not then in bankruptcy proceedings, the City will have 30 days after receipt of such notice (the "Cure Period") in which to cure such breach (or cause it to be cured) before LSC can exercise the right to call MCA in default or take any action to terminate the Lease. If the breach complained of is cured by or on behalf of the City within the Cure Period, the Lease will remain in full force and effect, and all sums expended by the City in effectuating such cure will be reimbursed by MCA to the City on demand, together with interest at two points above prime, failing which it will be deemed that a default has occurred under said Lease. 3. If the City becomes the owner of MCA's interest in the Prem- ises, at the City's request the Lease will continue in full force and effect as a direct lease between LSC and the City, but the City will not be liable for any breach, default, act or omission of MCA, or subject to any offsets, claims or defenses which LSC might have against MCA, or bound by any amendment or modification of the Lease made without the City's consent for as long as the City owns an va interest in the Premises. 4. LSC represents and warrants to the City that LSC (a) did not previously install, and will not in the future install, any of the Chattels or replacements of or additions to them, and (b) will be solely responsible for any damage or injury which may result out of or in any way connected with the removal of the Chattels and all re- placements of and additions to them by or on behalf of LSC. **and computer equipment i 5. LSC guarantees that if the City becomes the owner of MCA's interest in the Premises, then within ten days after the City's written request, LSC, at its option and expense, will either (a) re- move the Chattels and all replacements of and additions to them or (b) execute, acknowledge and deliver to the City an absolute bill of sale without warranty as to condition conveying to the City or its designee all of the Chattels and replacements of and additions to them, free and clear of all charges, liens and encumbrances whatso- ever created or permitted by LSC. MCA agrees that any other charges, liens or encumbrances will be immediately discharged of record by and at the expense of MCA, failing which it will be deemed that a default has occurred under the Lease between the City and MCA. LSC also guarantees that the City will not be called on by LSC to expend any monies in connection with any matter or thing which may be related in any way to the Chattels or any replacements of or additions thereto except as provided in Paragraph 3 above. MCA also guarantees that the City will not be called on by MCA to expend any monies in connection with any matter or thing which may be related in any way to the Chattels or any replacements of or additions thereto. LSC agrees that entry into the Premises and the real property of which they are a part by LSC and its agents, servants and employees, and placement and storage of the Chattels and all replacements of and additions to them, are at LSC's sole risk. 6. LSC and MCA jointly and severally agree to furnish to the City, at its address hereinabove set forth, true and correct copies of the fully e-xecuted Lease and all (if any) amendments thereto, promptly following the mutual execution and delivery thereof. This Agreement may not be changed or terminated orally, will bind the parties hereto and their respective legal representatives, suc- cessors and assigns, and will be governed by the laws of the State of Florida. Signed, sealed and delivered in the presence of: LEASING SERVICE CORPORATION By: THE CITY OF MIAMI By: Howard Gary, City anager MIAMI CENTER ASSOCIATES, LTD. By: MIAMI CENTER ASSOCIATES, INC. By: By: Henry R. Silverman Associates, Inc. By: Presi ent 8 AW %-I �)