Florida Standard Lease Agreement

Detailed Personal Property Lease with Option to Purchase

Agreement made on the , between of , referred to herein as Lessor, and , of , referred to herein as Lessee.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions stated below, Lessor leases to Lessee and Lessee leases from Lessor the property described in Exhibit A attached hereto and made a part hereof pursuant to the terms of this Agreement.

1. Term of Lease

The term of this Lease shall be for a period of time beginning and ending .

2. Rent

Lessee agrees to pay to Lessor, as rent for the Property, the total sum of $, payable in monthly installments as follows: $ on the execution of this Lease, receipt of which is acknowledged, in payment of rent for the period from to ; $ on ; and $ on the day of each succeeding month during the term of this Lease. Any payment past due shall bear interest at the rate of per annum. All such payments shall be made at the principal place of business of Lessor as set forth above, or such other place as shall be designated by written notice from Lessor to Lessee.

3. Location of Property

Lessee, without prior written consent of Lessor, shall not permit the Property to be removed from .

4. Care of the Property

Lessee shall use the Property in a careful and proper manner and shall comply with all laws, ordinances, and regulations relating to the possession, use, or maintenance of the Property.

5. Identification of Property

If at any time during the term of this Lease, Lessor supplies Lessee with labels, plates, or other markings stating that the Property is owned by Lessor, Lessee shall affix and keep such labels, plates, or other markings in a prominent place on the Property.

6. Alterations

Lessee agrees that he will make no alterations to or in the Property without obtaining prior written permission from Lessor. Any such additions to and improvements of the Property of any kind shall immediately become Lessor's Property and subject to the terms of this Lease.

7. Maintenance and Repair

Lessee, at Lessee's own cost and expense, shall keep the Property in good repair, condition, and working order. Lessee shall not remove, alter, disfigure, or cover up any numbering, lettering, or insignia displayed on the Property, and shall see that the Property is not subjected to careless or needlessly rough usage.

8. Lessor’s Right of Inspection

Lessor, at all times during business hours, shall have the right to enter on the premises where the Property may be located for the purpose of inspecting it or observing its use. Lessee shall give Lessor immediate notice of any attachment or other judicial process affecting the Property and, whenever requested by Lessor, shall advise Lessor of the exact location of the Property.

9. Return of Property

On expiration or earlier termination of this Lease, with respect to the Property and unless Lessee has paid Lessor in cash the Stipulated Loss Values of the Property pursuant to Section 12 and set forth in Exhibit B attached hereto and made a part hereof, Lessee shall return the Property to Lessor in good repair, ordinary wear and tear resulting from proper use alone excepted, in the following manner or as may be specified by Lessor:

A. By delivering the Property at Lessee's expense to such place as Lessor shall specify within the county in which the Property was delivered to Lessee or to which the Property was removed with the written consent of Lessor; or

B. By loading the Property at Lessee's cost on board such carrier as Lessee shall specify and shipping the Property, freight collect, to the destination designated by Lessor. Such conditions for return of the Property are subject to Lessee's Option to Purchase it as set forth below.

10. Lessee’s Option to Purchase

Lessor grants to Lessee the option to purchase the Property, provided that Lessee gives notice to Lessor, in writing, of Lessee's intention to exercise the option at least days prior to expiration of this lease, and provided further that Lessee completely performs all terms and provisions of this lease on Lessee's part to be performed, including full payment of the lease payments. Should Lessee exercise the option to purchase, shall be applied to the purchase price of the Property and, on receipt of the balance of the purchase price by Lessor, together with a sum equal to any new or applicable unpaid sales and use taxes, Lessor will transfer title to the Property to Lessee, and will deliver, on Lessee's written request, written evidence of the transfer of such title. The option purchase price is $.

11. Delivery and Acceptance of Property

Lessee shall inspect the Property within hours after it is delivered to Lessee. Unless Lessee, within days, gives written notice to Lessor specifying any defect in or other proper objection to the Property, Lessee agrees it shall be conclusively presumed, as between Lessor and Lessee, that Lessee has fully inspected and acknowledged the Property to be in good condition and repair, and that Lessee is satisfied with and has accepted the Property in such good condition and repair.

12. Risk of Loss or Damage

Lessee assumes all risk of loss of and damage to the Property from any cause. No loss or damage to the Property will impair any obligation of Lessee under this Lease, which will continue in full force and effect. In the event of loss of or damage to the Property, Lessee, at the option of Lessor, shall:

A. Place the Property in good repair;

B. Replace the Property with like Property in good repair, which Property shall become subject to this Lease; or

C. Pay Lessor in cash the Stipulated Loss Value. On such payment, this Lease will terminate with respect to the Property so paid for and Lessee shall become entitled to the Property, as owner.

13. Obligation to Insure

Lessee, at Lessee's own expense, shall keep the Property insured for such risks and in such amounts as Lessor shall require with carriers acceptable to Lessor, shall maintain a loss payable indorsement in favor of Lessor affording to Lessor such additional protection as Lessor shall require, and shall maintain liability insurance satisfactory to Lessor. All such insurance shall name Lessor and Lessee as insured. The policies shall provide that they may not be canceled or altered without at least days' prior written notice to Lessor, and the loss payable indorsement shall provide that all amounts payable by reason of loss of or damage to the Property shall be payable only to Lessor. Lessee shall deliver to Lessor evidence satisfactory to Lessor of all such insurance. If loss or damage occurs under circumstances in which Lessee is not in violation of the terms of any such policies, and if Lessee has fulfilled Lessee's obligations under Section 12 of this Lease, and is not otherwise in default under this Lease, Lessor will pay Lessee so much of any insurance proceeds received by Lessor as the result of such loss as will fully reimburse Lessee for the net expense incurred by Lessee in fulfilling Lessee's obligations under Section 12.

14. Taxes and Fees

Lessee shall pay all license fees, assessments, and sales, use, property, and other taxes imposed on the Property by reason of ownership, leasing, renting, sale, possession, or use, whether they be assessed to Lessor or Lessee, together with any penalties or interest, excepting federal, state, or local governmental taxes, or payments in lieu of those taxes, imposed on or measured by income of Lessor. If any tax, by law, is to be assessed or billed to Lessor, Lessee, at Lessee's expense, will do anything required to be done by Lessor in connection with the levy, assessment, billing, or payment of such tax, and is authorized by Lessor to act on Lessor's behalf in such respects; Lessee will cause all billings of such taxes to Lessor to be made to Lessor in care of Lessee and will from time to time, on request of Lessor, submit written evidence of the payment of all governmental obligations mentioned in this section. Lessee, on any property tax returns required to be filed by Lessee, will include the Property covered by this Lease, or any substitutions or additions, as Property owned by Lessee for purposes of tax assessments. It is agreed that Lessee, without obtaining prior written permission of Lessor, will not assert on Lessee's behalf, or on behalf of Lessor, any immunity from taxation based on the tax-exempt status, if any, of Lessor.

15. Deposit of Security

Lessor acknowledges that Lessee has deposited with Lessor as security $, and the parties agree that such deposit shall be security for performance of Lessee's obligations under this Agreement. Such sum, at Lessor's option, may be applied to satisfy any obligation that may be in default without excusing Lessee from performance of any such obligation. Any portion of such sum that has not been so applied by Lessor will be returned to Lessee at the termination of this Lease.

16. Indemnity of Lessor

Lessee shall indemnify and hold Lessor harmless from and against all claims, actions, proceedings, costs, damages, and liabilities, including attorney's fees, arising out of, connected with, or resulting from use of the Property, including, but not limited to, the manufacture, selection, delivery, possession, use, operation, or return of the Property.

17. Inspection of Lessee’s Records

Lessee shall keep books and records in accordance with good accounting practice and shall deliver to Lessor financial and profit and loss statements in such form and at such time as Lessor may require. Lessee shall permit Lessor to examine and audit the books of Lessee's business during normal business hours, on reasonable prior notice of Lessor's intention to do so.

18. Events Constituting Default

The following events shall constitute default under this Agreement:

A. The nonpayment by Lessee for a period of days of any sum required to be paid by Lessee;

B. The nonperformance by Lessee of any other term, covenant, or condition of this Lease that is not cured within days after notice of nonperformance from Lessor;

C. Any affirmative act of insolvency by Lessee, or the filing by Lessee of any petition under any bankruptcy, reorganization, insolvency, or moratorium law, or any law for the relief of, or relating to, debtors;

D. The filing of any involuntary petition under any bankruptcy statute against Lessee, or the appointment of any receiver or trustee to take possession of the Property of Lessee, unless such petition or appointment is set aside or withdrawn or ceases to be in effect within days of the date of the filing or appointment; or

E. The subjection of any of Lessee's Property to any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency.

19. Lessor’s Right to Prevent Default

Should Lessee fail to make any payment or do any act as provided in this Agreement, then Lessor shall have the right, but not the obligation, without notice to or demand on Lessee, and without releasing Lessee from any obligation under this Agreement, to make or do the same, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien that, in the sole judgment of Lessor, appears to affect the Property, and in exercising any such rights, incur any liability and expend whatever amounts in its discretion it may deem necessary. All expenses so incurred by Lessor shall be, without demand, immediately due and payable by Lessee and shall bear interest at the rate of per annum until paid.

20. Lessor’s Right on Default

On the occurrence of any of the events stated in Section 18 as constituting defaults, Lessor, without notice to or demand on Lessee, may:

A. Take possession of the Property and lease the Property or any portion of it, for such period and for such amount, and to such persons, as Lessor shall elect, and apply the proceeds of any such renting, after deducting all costs and expenses incurred in connection with the recovery, repair, storage, and renting of the Property, in payment of the lease payments and other obligations due from Lessee to Lessor, Lessee remaining responsible for any deficiency; or

B. Take possession of the Property and sell it or any portion of it at public or private sale, without demand or notice of intention to sell, and apply the proceeds of any such sale, after deducting all costs and expenses incurred in connection with the recovery, repair, storage, and sale of the Property and any rentals and other obligations of Lessee then due, against the value of the Property sold as determined in Section 12, Paragraph C. If the proceeds, after the permitted deduction, are less than the value so determined, Lessee shall immediately pay Lessor the difference.

21. Status of the Property

The Property is, and shall at all times remain, personal property, notwithstanding that any part of it may now be, or may become, in any manner attached to, or embedded in, or permanently resting on, real property or any building on real property, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws, or otherwise.

22. Ownership of the Property

The Property is, and shall at all times remain, the sole property of Lessor, and Lessee shall have no right, title, or interest in the Property except as expressly set forth in this lease.

23. Suspension of Obligations of Lessor

The obligations of Lessor under this lease shall be suspended to the extent that it is hindered or prevented from complying with this lease because of labor disturbances, including strikes and lockouts, acts of God, fires, storms, accidents, governmental regulations, or interferences, or any other cause beyond the control of Lessor.

24. Limitation of Warranties

Lessee acknowledges that the Property is of a size, design, capacity, and manufacture selected by Lessee. Lessor is not a manufacturer of the Property has not made and does not make any representation, warranty, or covenant, express or implied, with respect to the condition, quality, durability, suitability, or merchantability of the Property. Lessor, however, will take any steps reasonably within its power to make available to Lessee any manufacturer's or similar warranty applicable to the Property. Lessor shall not be liable to Lessee for any liability, loss, or damage caused or alleged to be caused directly or indirectly by the Property, by any inadequacy of, or defect in, the Property, or by any incident in connection with the Property.

25. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

26. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

27. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

28. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

29. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

30. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

31. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

32. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

33. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

34. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.