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HomeMy WebLinkAboutQuality Leasing Co. Lease # 97756 QUALITY LEASING CO.,INC. FLEET#7064 d 7173E 87th Street,P.O.Box 56056,Indianapolis,IN 46256 Phone 317-253-4415 Fax 317-845-9221 FAQ COVERLETTER Enclosed are your lease documents. Included within is a master lease agreement and personal guaranty (both must be notarized), along with corresponding documents, including a supplement for each vehicle. When printing the documents, please be sure to print each page individually, not double sided. Please sign where indicated and make a check payable to Quality Leasing for the amount shown on the invoice.Make a copy of the check, your driver's license(s), and a copy of all lease documents. Please keep a copy for your records. IF FUNDING FROM SCANNED DOCUMENTS,FIRST PAYMENT WILL BE DEBITED FROM COPY OF CHECK, OR ACCOUNT INFORMATION PROVIDED ON AUTOPAY FORM, UPON SIGNING OF LEASE DOCUMENTS. In order to expedite funding,please have the insurance certificate read as follows: Quality Leasing Co. Inc., ISAOA ATIMA ADDITIONAL INSURED AND LOSS PAYEE C/O VAN WAGENEN PO BOX 390543 MINNEAPOLIS, MN 55439 Email a copy of all documents to your correspondent before overnighting all originals and original payment to Quality Leasing, using the FedEx label attached. If you would like to opt in for emailed monthly statements, please select yes and add your email address below: DYES ONO skibbe(.carmel.in.gov PLEASE VERIFY THE MONTHLY PAYMENT DUE DATE. This will be your due date each month. Please do not sign docs and contact your salesman if you would prefer a different due date and new docs will be issued. y If you have any questions, please contact your sales person. JIM BRAINARD A la , C / CaAote f� Date 7- 26 '/C ne I IC'" EQUIPMENT.THE PARTIES AGREE THE EQUIPMENT IF THE OPTION IS EXERCIESD IS SOLD"AS-IS". 3. If Lessee elects to exercise the option to purchase and then fails to pay the Final Purchase Payment when due,it shall constitute an"Event of Default"under the Master Lease. 4. Lessee agrees to pay all sales and use taxes arising on account of the sale of the Equipment to Lessee. 5.Lessor agrees upon termination of Lease,to transfer title into purchaser's/Lessee's name,and out of Quality Leasing Co Inc's name in 30 days from'date of receipt of title via certified mail or Federal Express. Quality Leasing Co.Inc.will no longer be responsible for this asset once title is sent to the Lessee. If the Lessee requires a duplicate title for any reason, a $500.00 fee will apply. Lessor makes no representation with respect to the income tax consequences of the transaction evidenced by the Lease. Lessor will treat the Lease as a sale regardless of how the Lease is treated by Lessee. Amendments Regarding the Master Lease: For the purposes of this Supplement only and assuming Lessee has elected to exercise the option to purchase and no Event of Default occurs during the term of the Master Lease,Paragraph 21 (relating to return of Equipment)of the Master Lease is amended and hereby modified to eliminate Lessee's obligation to return the Equipment to Lessor. Fees associated with Lease: Insufficient Funds Fee(NSF)$35.00 Stop or hold auto pay with 5 day notice$35.00 Due date change request$35.00 Title not returned$250.00 • Original lease documents not returned$250.00 Payment over the phone$4.95 • Toll charge processing$20.00 Certification of Lessee:Lessee hereby certifies to Lessor,under penalty of perjury,that Lessee intends more than 50%of the use of the Equipment is to be in a trade or business of Lessee. Lessee has been advised,understands and agrees that Lessee will not be treated as the owner of the Equipment/Vehicle for federal tax purposes. Lessor: Quality Leasing Co.,Inc. Lessee:CITY OF CAR • AN4aAk kl\NUM thyd___•; 1.111 By ALYSSA LAWRENCE By / JIM BRAINARD Tfifit LEASE ADMIN Title By TITLE 8/1/2016 Rent Commencement Date 3 of 16 IP]ITIA[SPAR. QUALITY LEASING CO., INC. FLEET#7064 7173 E 87th Street,P.O.Box 56056,Indianapolis,IN 46256 Phone 317-253-4415 Fax 317-845-9221 MASTER LEASE AGREEMENT LESSOR:Quality Leasing Co„Inc.,7173 E.87th Street,Indianapolis,IN 46256 LESSEE: CITY OF CARMEL ONE CIVIC SQUARE CARMEL IN 46032 THIS MASTER LEASE AGREEMENT(hereinafter"Master Lease")is made in Indianapolis,Indiana,by and between Quality Leasing Co.,Inc. (herein"Lessor")and the above named Lessee. - I.Lease of Equipment.The Lessor named above("Lessor")hereby leases to the lessee named-above("Lessee"),and Lessee hereby leases from Lessor,the personal property,motor vehicle or item("Equipment") described in any Schedule,Addendum or Supplement("Supplement")signed by the parties and made a part hereof.Lessee confirms the Equipment is being leased and will be used solely for commercial or business purposes(and not for consumer,personal, family or household purposes).The Parties agree that the terms and conditions set forth in this Master Lease are incorporated into any and all Supplements. Each Supplement shall constitute a separate and assignable Lease ("Lease"). The Master Lease and all Supplements shall constitute the parties entire agreement j"Agreement").THE LESSEE SELECTED THE.EQUIPMENT FROM A THIRD-PARTY AND.LESSOR ACQUIRED THE EQUIPMENT FOR THE PURPOSE OF THE LEASE. 2. Lease Term. The term of each Lease shall be the number of months stated in the Supplement(s)executed by the Parties(plus any partial month,if the commencement date is other than the first day of a month),commencing on the date stated in the Supplement(s)(the"Term"). Lessee authorizes Lessor to insert.such commencement date,provided that such date shall not be earlier than the date of delivery to Lessee and acceptance of all or a substantial part of the Equipment. 3. Lease Payments.The total rent for the Term of each Lease is equal to the total amount of the agreed payments set forth on the Supplement(s)executed by the Parties.Lessee agrees to pay the total rent in monthly installments,in advance,each in the amount stated in the Supplement(s)(except,in the event the commencement date is other than the first day of a month,the first installment shall also include a pro-rata portion of such monthly installment amount), commencing on the date stated in the Parties' Supplement(s). If the actual cost of the Equipment is more or less than the Total Cost as shown in the Supplement(s),the amount of each installment of rent will be adjusted up or down to provide the same yield to Lessor as would have been obtained if the actual cost had been the same as the Total Cost.Adjustments of 10%or less may be made by written notice from Lessor to Lessee.Adjustments of more than 10%shall be made by execution of an amendment to the Supplement reflecting the change in Total Cost and basic rental payment.If financing was approved based on,among other things,setting up Automatic Lease Payments and the Lessee requests to be removed from Automatic Payments at a later date,then the monthly payment will increase by 3%of the total basic rental payment for the remaining monthly payments of the Lease Term. The Lessee and Lessor hereto intend that all"Advance Rentals/Payments"paid by the Lessee as required under the terms and conditions of the Lease be deemed to have been earned by Lessor immediately upon Lessor's receipt thereof and applied as of that date to satisfy Lessee's obligations to make such Lease payments. All such"Advance Rentals/Payments"shall be non-refundable to Lessee under all circumstances, including(without limitation)in the event the Lease does not commence or terminates after the commencement date,but prior to the end of the Term of the Lease. Payment of all rentals and other amounts payable hereunder shall be made to Lessor at its above stated address,or as it shall otherwise designate in writing. EACH LEASE IS IRREVOCABLE AND MAY NOT BE CANCELLED,TERMINATED OR REVOKED BY LESSEE DURING THE TERM OF THE LEASE FOR ANY REASON WHATSOEVER. EACH LEASE INCLUDES ALL OF THE TERMS AND CONDITIONS ON THE ATTACHED PAGES AND THE TERMS AND CONDITIONS OF ANY SUPPLEMENT(S)EXECUTED BY THE PARTIES. Lessor: Quality Leasing Co.,Inc. Lessee: CITY O CARMEL , 41.11 • `� n�^ BY: BY: AL��WR CE l,4�1r�V LEASE ADMIN BRAINARD DATE: BY: DATE: • 4.. Disclaimer of Warranty for Equipment. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO PURCHASE THE SAME FOR LEASING TO LESSEE,AND LESSEE AGREES THAT LESSOR HAS NOT MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE,DIRECTLY OR INDIRECTLY,EXPRESS OR IMPLIED,AS TO ANY MATTER WHATSOEVER,INCLUDING(WITHOUT LIMITATION LESSOR'S TITLE TO OR THE SUITABILITY OF THE EQUIPMENT,ITS DURABILITY,ITS FITNESS FOR ANY PARTICULAR PURPOSE,ITS MERCHANTABILITY,ITS CONDITION,ITS CAPACITY,ITS OPERATION,ITS PERFORMANCE,ITS DESIGN,ITS MATERIALS,ITS WORKMANSHIP AND/OR ITS QUALITY AND AS BETWEEN LESSEE AND LESSOR OR LESSOR'S ASSIGNEE, LESSEE LEASES THE EQUIPMENT"AS IS". LESSOR AND LESSOR'S ASSIGNEE SHALL NOT BE LIABLE TO LESSEE OR ANY THIRD PARTY FOR ANY LOSS DAMAGE,INJURY OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY OF THE EQUIPMENT OR THEIR USE OR MAINTENANCE THEREOF OR ANY DEFECT THEREIN,THE FAILURE OF OPERATION THEREOF,OR ANY REPAIR,SERVICE OR ADJUSTMENT THERETO,OR BY ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF OR BY ANY INTERRUPTION OR SERVICE OR LOSS OF USE THEREOF OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED,INCLUDING(WITHOUT LIMITATION)ANY 5 of 16 maw a r eJ1 1 take such action as necessary to transfer title into Lessor's name or the name of Lessor's designee. Lessee hereby appoints Lessor as Lessee's attorney-in-fact for the purpose of transferring title to the Vehicle. This power of attorney is coupled with an interest,is irrevocable and may be used by Lessor to execute and file any document necessary to accomplish such transfer of title. At Lessor's request,Lessee shall execute and deliver to Lessor such additional instruments as may be necessary or desirable to reflect or confirm that,though title to the Vehicle is registered in Lessee,all incidents of ownership of the Vehicle remain, subject to the terms hereof,in Lessor. (c)Lessee hereby appoints Lessor Lessee's attorney-in-fact for the purpose of executing in the Lessee's name and filing any instrument or document,including UCC financing statements,pertaining to or evidencing.Lessor's interest in any part of or attachment to the Equipment or Vehicle,and for the purpose of paying,on Lessee's behalf,any fee,tax or other expense arising out of such a filing and out of a records search in connection with the same. Lessee shall reimburse Lessor for any such payment. Lessee,accordingly,grants Lessor a security interest in the Vehicle or Equipment to secure the obligation under the Lease. However,no filing under the UCC shall imply an intention to create a security interest,it being the intention of the parties that the Lease be construed as a lease and not a sale. 10. Personal Property/Non-Fixture.The Equipment shall be and remain personal property notwithstanding the manner in which it may be attached or affixed to realty. Lessee represents,warrants and covenants that,unless Lessee owns the premises in which the Equipment is to be located and such premises are not subject to any mortgage or lease,Lessee shall provide Lessor,within ten(10)days following the execution by Lessee of the Lease,with a waiver from each landlord and/or mortgagee of the premises in which the Equipment is to be located of any rights which such landlord and/or mortgagee may have in respect of any of the Equipment(including, but not limited to,claims against the Equipment by reason of accession or distrait, or that the Equipment constitutes a fixture affixed to real property)and to procure for Lessor,in form acceptable to Lessor,such documents with respect to such waiver as Lessor may reasonably request. 11. Waiver. To the extent permitted by applicable law,Lessee hereby waives the benefit and advantage of and covenants not to assert against Lessor,any valuation,inquisition,stay,appraisement,extension or redemption laws now existing or which may hereafter exist which,but for this provision,might be applicable to any sale or re-leasing made under the judgment,order or decree of any court or under the powers of sale and re-leasing conferred by the Lease or otherwise. To the extent permitted by applicable law,Lessee hereby waives any and all rights and remedies conferred upon a Lessee by Article 2A-508 through 2A-522 of the Uniform Commercial Code,including but not limited to Lessee's rights to:(i)cancel the Lease;(ii)repudiate the Lease;(iii)reject the EquipmentNehicle;(iv)revoke acceptance of the EquipmentNehicle;(v)recover damages from Lessor for any breaches of warranty or for any other reasons; (vi)claim a security interest in the Equipment/Vehicle in Lessee's possession or control for any reason;(vii)deduct all or any part of any claimed damages resulting from Lessor's default,if any,under the Lease;(viii)accept partial delivery of the EquipmentNehicle;(ix)"cover"by making any purchase or lease of or contract to purchase or lease Equipment/Vehicle in substitution of EquipmentNehicle identified to the Lease;(x)recover any general,special,incidental, or consequential damages, for any reason whatsoever; and(xi)specific performance, replevin, detinue,sequestration,claim,delivery or the like for any EquipmentNehicle identified to the Lease. in addition,to the extent permitted by applicable law, Lessee also hereby waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to sell,lease or otherwise use any Equipment in mitigation of Lessor's damages or which may otherwise limit or modify any of Lessor's rights or remedies, No course of dealing between.Lessor and Lessee or any delay or omission on the part of Lessor in exercising any rights hereunder shall operate as a waiver of any rights of Lessor. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. No waiver or consent shall be binding upon Lessor unless it is in writing and signed by Lessor. 12. Risk of Loss and Damage.Lessee shall bear the entire risk of loss,theft,destruction of or damage to the Equipment or any part thereof from any cause whatsoever.during the term of the Lease and thereafter until redelivery to a location designated by Lessor,and shall not be relieved of the obligation to pay the total rent or any other obligation hereunder because of any such occurrence. In the event of damage to any item of Equipment,Lessee,at its sole expense and at the option of Lessor,shall immediately place the same in good condition and repair. Lessee shall advise Lessor in writing within five(5)days of any Vehicle becoming lost,stolen or damaged and of the circumstances and extent of such damage. In the event any Vehicle shall become lost,stolen,destroyed, damaged beyond repair or rendered permanently unfit for use for any reason,or in the event of condemnation or seizure of any Vehicle,Lessee shall promptly pay Lessor,within ten(10)days after demand by Lessor,an amount equal to the Lessor's Loss as defined in paragraph 18 below. Upon payment of such amount to Lessor,such Vehicle shall become the property of Lessee,Lessor will transfer to Lessee,without recourse or warranty,all of Lessor's right,title and interest therein, the lease payments with respect to such Vehicle shall terminate, and the lease payments on the remaining Vehicles shall be reduced accordingly. Lessee shall pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be paid to Lessor and credited to Lessee's obligation under this paragraph. • 13. Insurance.Lessee shall,at its expense,keep the Equipment fully insured in favor of Lessor against loss,fire,theft,damage or destruction from any cause whatsoever in an amount not less than the greater of(a)the total rent hereunder,plus Lessor's residual value as may be allocated to such Equipment,or(b)the full replacement cost of the Equipment without consideration for depreciation. Lessee shall also provide such additional insurance against injury,Loss or • damage to persons or property arising out of the use or operation of the Equipment as is customarily maintained by the owners of like property, with companies satisfactory to Lessor. With respect to any Equipment that is a Vehicle,Lessee also shall at a minimum provide and maintain policies insuring the Vehicles for comprehensive coverage,fire,collision,loss,theft,destruction•or damage of the Vehicle in an amount not less than the full replacement value thereof with a maximum$1,000 deductible,with loss payable to Lessor with minimum limits equal to acquisition or replacement costs whichever amount is greater and a maximum deductible of$1,000.00,and public liability insurance against claims for personal injuries,death and property damage,with minimum combined single limits of$1,000,000.00 and maximum deductible$1,000,which insurance shall name Lessor as an additional insured and as loss payee. Lessee shall pay the premiums for all insurance and deliver such policies,or duplicates thereof,to Lessor upon delivery of the Vehicles to Lessee, Each policy shall provide that,as to the interest or coverage of Lessor or Lessor's assignee,the insurance afforded thereby shall not be suspended, forfeited,or in any manner prejudiced by any default or by any breach of warranty condition,covenant or neglect on the part of Lessee and that insurer will give Lessor at least thirty(30)days prior written notice before the policy is altered or cancelled. Lessor,at its option, may apply any proceeds of such insurance to replace or repair such Equipment and/or to Lessee's obligations hereunder. If Lessee shall fail to provide any such insurance or,within ten(10) days after Lessor's request therefore,shalt fail to deliver the policies or certificates thereof to Lessor,then Lessor,at its option,shall have the right to procure such insurance and to add the full cost thereof to the rent payment next becoming due,which Lessee agrees to pay as additional rent. The amount of such insurance shall be sufficient so that neither Lessor nor Lessee will be considered a co-insurer. Lessee also shall carry public liability insurance,both personal injury and property damage covering the Equipment. All such insurance shall be in form,issued by such insurance companies and be in such amounts as shall be satisfactory to Lessor,and shall provide that losses,if any,shall be payable to Lessor as"loss payee",and all such liability insurance shall include Lessor as an"additional insured." Lessee shall pay the premiums for such insurance and deliver to Lessor satisfactory evidence of the insurance coverage required hereunder. Each insurer shall agree,by endorsement upon the policy or policies issued by it or by independent instrument furnished to Lessor,that it will give Lessor at least ten(10)days prior written notice of the effective date of any alternation or cancellation of such policy,and that Lessor's coverage under such policy shall not be affected by any default,misrepresentation or other breach by Lessor or Lessee under the Lease or such policy. Lessee shall provide Lessor With updated insurance information at least annually. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for,receive payments of and to execute and endorse all documents,checks or drafts received in payment for loss or damage under any such insurance policy. Lessor may apply the proceeds of said insurance to replace or repair the Vehicles and/or to satisfy some or all of Lessee's obligation hereunder.Lessor,at its expense,may choose to appoint a third party to act on its behalf to receive policies or notices and verify Lessee performs the insurance requirements set forth in the Lease.In any event,Lessee shall be liable for any loss,damage,expense or costs suffered or incurred by Lessor relating to or in any manner pertaining to the Lease,the Equipment or the use or operation of the Equipment. 7 of 16 INIvrr i r 0 partnership,joint venture or other group of which an Obligor is a member)to Lessor whether(i)for the account of Lessor,or as agent for others, g (ii)acquired directly or indirectly by Lessor from Lessee or otherwise,(iii)absolute or contingent,joint or several,secured or unsecured,liquidated or un-liquidated,due or not due,contractual or tortuous or now existing or hereinafter arising,or(iv)incurred by an Obligor as principal,surety,endorser,guarantor or otherwise,and including without limitation all expenses and attorneys'fees,incurred by Lessor in connection with any such liabilities or obligations or any security therefor. 18. Remedies. Lessor and Lessee agree that Lessor's damages suffered by reason of an Event of Default are uncertain and not capable of exact measurement at the time the Lease is executed because the value of the Equipment at the expiration of the Lease is uncertain,and therefore they agree that for purposes of this paragraph 18"Lessor's Loss"as of any date shall be the sum of the following:(I)the amount of all lease payments and other amounts payable by Lessee hereunder due but unpaid as of such date plus (2)the amount of all unpaid lease payments for the balance of the term of the Lease not yet due as of such date multiplied by 3%,plus(3)any residual or any other amount set forth in any Supplement or Addendum. Upon the occurrence of an Event of Default and at any time thereafter,Lessor may exercise any one or more of the remedies listed below as Lessor in its sole discretion may lawfully elect,provided,however,that upon the occurrence of an Event of Default specified in paragraph 17(m),an amount equal to Lessor's Loss as of the date of such occurrence shall automatically become and be immediately due and payable without notice or demand of any kind.The exercise of any one remedy shall not be deemed an election of such remedy or preclude the exercise of any other remedy,and such remedies may be exercised concurrently or separately but only to the extent necessary to permit Lessor to recover amounts for which Lessee is liable hereunder. a)Lessor may,by written notice to Lessee,terminate the Lease as to any or all of the Equipment subject hereto and declare an amount equal to Lessor's Loss as of the date of such notice to be immediately due and payable,as liquidated damages and not as a penalty,and the same shall thereupon be and become immediately due and payable without further notice or demand,and all rights of Lessee to use the Equipment shall terminate but Lessee shall be and remain liable as provided in this paragraph 18.Lessee shall at its expense promptly deliver the Equipment to Lessor at a location or locations within the continental United States designated by Lessor.Lessor may also enter upon the premises where the Equipment is located and take immediate possession of and remove the same with or without instituting legal proceedings. b)Lessor may proceed by appropriate court action to enforce performance by Lessee of the applicable covenants of the Lease or to recover,for breach of the Lease,Lessor's Loss as of the date Lessor's Loss is declared due and payable hereunder;provided,however,that upon recovery of Lessor's Loss from Lessee in any such action without having to repossess and dispose of the Equipment,Lessor shall transfer the Equipment to Lessee at its then location upon payment of any additional amount due under clauses(d),(e)and(1)below. c)in the event Lessor repossesses the Equipment,Lessor shall either retain the Equipment in full satisfaction of Lessee's obligation hereunder or sell or lease each item of Equipment in such manner and upon such terms as Lessor may in its sole discretion determine.The proceeds of any such sale or lease shall be applied to reimburse Lessor for Lessor's Loss and any additional amount due under clauses(d)(e)and(f)below.Lessor shall be entitled to any surplus and Lessee shall remain liable for any deficiency.For purposes of this subparagraph,the proceeds of any lease of all or any part of the Equipment by Lessor shall be the amount reasonably assigned by Lessor as the cost of such Equipment in determining the rent under such lease. d)Lessor may recover interest on the unpaid balance of Lessor's Loss plus any amounts recoverable under clauses(e)and(f)of this paragraph 18 from the date it becomes payable until fully paid at the rate of the lesser of 12%per annum or the highest rate permitted by law. e)in addition to any other recovery permitted hereunder or under applicable law,Lessor may recover from Lessee an amount that will fully compensate Lessor for any loss of or damage to Lessor's residual interest in the Equipment, f)Lessor may exercise any other right or remedy available to it by law or by agreement,and may in any event recover legal fees and other costs and expenses incurred by reason of an Event of Default or the exercise of any remedy hereunder,including expenses of repossession,repair,storage, transportation,and disposition of the Equipment.Any payment received by Lessor may be applied to unpaid obligations as Lessor in its sole discretion determines. If any Supplement is deemed at any time to be a lease intended as security,Lessee grants Lessor a security interest m the Equipment to secure its obligations under such Supplement,all other Supplements and all other indebtedness at any time owing by Lessee to Lessor,Lessee agrees that upon the occurrence of an Event of Default,in addition to all of the other rights and remedies available to Lessor hereunder,Lessor shall have all of the rights and remedies of a secured party under the Uniform Commercial Code. • No express or implied waiver by Lessor of any breach of Lessee's obligations hereunder shall constitute a waiver of any other breach of Lessee's obligations hereunder. 19. Late Payment Charges. Whenever any rental or other amount payable to Lessor by Lessee hereunder is not paid within fifteen(15)days of such payments due date,Lessee agrees to pay Lessor,on demand,as liquidated damages and not as a penalty;(a)with respect to rental payments,an administrative fee equal to five cents($.05)for each one dollar($1.00)of such delayed rental payment,or the maximum amount permitted under applicable law,whichever is less,and(b)with respect to rent payments overdue for more than thirty(30)days and all other amounts payable to Lessor by Lessee hereunder,a late charge calculated at the rate of 15%on such overdue amount,or the maximum amount permitted under applicable law,whichever is less,from the date such payment is due until the date such payment is made in full to Lessor. Such amount(s)shall be payable in addition to all amounts payable by Lessee as a result of exercise of any of the remedies herein provided. Lessee agrees to also reimburse Lessor for any expenses(including Lessor's attorneys'fees and costs)arising out of or caused by the Lessee's default. .20. Entire Lease Irrevocable. Lessee agrees that the Lease is irrevocable for the entire Term,that Lessee's obligations under the Lease are absolute and unconditional and shall continue without abatement and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including,but not limited to war,act of God,governmental regulations,strike,loss,damage,destruction,obsolescence,failure of or delay in delivery,failure of the Equipment to operate properly,termination by operation of law or any other cause. Lessee warrants that the application,statements and credit or financial information submitted by it to Lessor are true and correct and made to induce Lessor to enter into the Lease and to order the Equipment from Seller. Lessee agrees to provide to Lessor other interim financial information as Lessor may request. Lessee warrants that the Lease has been duly authorized,executed and delivered by Lessee,and constitutes the legal,valid and binding obligation of Lessee,enforceable in accordance with its terms,and that no provision of the Lease is inconsistent with Lessee's charter,by-laws,or any loan or credit agreement or other instrument to which Lessee is a party or by which Lessee or its property may be bound or affected or conflict with any applicable law,rule or regulation,and no claim,action or suit is pending or has been threatened that would adversely affect Lessee's ability to enter into or perform its obligations under the Lease...Lessee shall not.change its name or-its address-without providing Lessor with at least thirty(30)days prior written notice thereof. 21. Return of Equipment.Lessee warrants covenants and agrees that upon expiration or termination of the Lease and any renewal hereof,with respect to any item of Equipment,Lessee shall,at its expense,return such Equipment in the same condition as received,reasonable wear and'tear excepted by delivering same to Lessor or to a place designated by Lessor,unless Lessor shall elect in writing to abandon all or part of such Equipment.That Parties agree with respect to a Vehicle,that at the expiration of the Term hereof,Lessee will at its own expense return the Vehicle to Lessor in the same condition in which it was 9 of 16 nvrrlAX dl/1 �� Equipment signed only by Lessor,and agrees to pay Lessor the actual fee for such filing,recording or stamp fees or taxes arising from the filing or recording of any such instrument or statement. In the event a court with competent jurisdiction rules that the Lease is a secured transaction governed by usury laws and that the interest rate charged under the Lease exceeds the maximum rate of interest allowed by applicable law,then the effective rate of interest hereunder shall be automatically reduced to the maximum lawful rate allowable under the applicable usury laws.Time is of the essence. The Lessee agrees and acknowledges that Lessor or its assignee is authorized and may report payments,timeliness and failure of Lessee to make payments in accordance with the Master Lease and any Supplement(s). 31. Choice of Law.THE LEASE SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF INDIANA OR THE LESSOR'S PRINCIPAL PLACE OF BUSINESS,WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW OR CHOICE OF LAW. This Master Lease shall not become effective until accepted by Lessor at its above-described office,and upon such acceptance shall,subject to Section 15 hereof,inure to and bind the parties,their successors,legal representatives and assigns. No provision hereof that may be construed as unenforceable shall in any way invalidate any other provision hereof,all of which shall remain in full force and'effect. All representations,warranties,indemnities and agreements of Lessee contained in the Agreement shall survive and continue in full force and effect notwithstanding termination or expiration of the Lease. WARNING:No agent or employee of Seller is authorized to bind Lessor to the Lease,to alter or waive any term or condition hereof,or to add any provision hereto,notwithstanding any compensation or benefit that may be given by Lessor to Seller or any agent or employee of Seller. THE UNDERSIGNED AGREE TO ALL TERMS AND CONDITIONS SET FORTH ABOVE AND IN ANY SUPPLEMENT(S)AND IN WITNESS THEREOF HEREBY EXECUTE THIS MASTER LEASE AGREEMENT. THIS MASTER LEASE AGREEMENT INCLUDES A JURY TRIAL WAIVER. NONE OF THE PROVISIONS OF THIS MASTER LEASE CAN BE AMENDED, LESSEE INS MODIFIED OR WAIVED EXCEPT IN A WRITING SIGNED BY THE LESSEE AND LESSOR The undersigned warrants that she/he is a duly authorized corporate officer,partner,member,manager,representative or proprietor of the above named Lessee. LESSEE: ITV OF CARMEL By: (IM Date: 7r 6 44.11 B f RD TIT By: Date: TITLE STATE OF INDIANA ) COUNTY OF HAMILTON) )SS: Before me,a Notary Public in and for said County and State,personally appeared LT nil BRAINAR1rho acknowledged the execution of the above and foregoing document, IN WITNESS WHEREOF,I have hereunto set my hand and affixed my otary Seal this 2 6 d of DULY ,2d.6 . HAMILTON COUNTY, INDIANA u }YN (.bh,- ) County of Residence Notary Public Signature JULY 12, 201U SHARON M. KIBBE My Commission fires Notary Public Printed • WITNESS BY: LESSOR:Quality Leasing Co„Inc. n By: hiltLYSSA L.- 17-E CB Title: LEASE ADMIN Date: f l of IA nnmr.r r!7 QUALITY LEASING CO.,INC. FLEET#7064 7173 E 87th Street,P.O.Box 56056,Indianapolis,IN 46256 Phone 317-253-4415 Fax 317-845-9221 • LEASE#97756 STATEMENT OF EXISTING LEASE AGREEMENT The following statement must be properly signed by both Lessor and Lessee,and presented to the Bureau of Motor Vehicles for title/registration of all leased motor vehicles. • NAME, QUALITY LEASING CO.,INC. 7173 E 87m STREET INDIANAPOLIS,IN 46256 • Are the owners of: 2017 FORD FUSION Identification# 3FA6P0I LESSEE CITY OF CARMEL ONE CIVIC SQUARE CARMEL.IN 46032 COUNTY HAMILTON THE PLATE FEE AND COUNTY EXCISE TAX ARE TO BE PAID BY THE LESSEE _XXXX_LESSOR (CHECK ONE)and will remain the property of same. (If plate/ excise ownership is different than indicated, an attached affidavit stating ownership is required). • THIS AFFIDAVIT HAS BEEN REVIEWED,AND IS BEING SIGNED UNDER PENALTY OF PERJURY • Signed QUALITY LEASING CO INC Date /\ (Owner/Lessor) ByI, �lA AGENT ALY SA LAWRENCE Signed CITY OF CARMEL Date (Lessee) ,. 4.1• Y JIM BRAINARD TITLE MAYOR By - TITLE 13 nflh �ti1Te��AMa , . COPY OF ALL_DRI VERS LICENSES . The Patriot Act of 2001 requires ALL SIGNORS (to include corp. secretary if different than signors)to show photo identification. • Lessee: CITY OF CA.RMEL Lease #: 97756 • Lease/Signor or Guarantor: JIM BRAINARD PLEASE PLACE BELOW A COPY OF THEIR DRIVER'S LICENSE FOR EACH INDIVIDUALWHO HAS SIGNED ANY OF THE TRANSACTION DOCUMENTS. h .u..T Wr46. �� lF 1 'Ti .F- e+ �w='S--Nr �F5 tt�I`C �e5,41, fur t 4 ' . ij/I pY�./��+,1• V;t-. r it t- }m 5 ct-1- is'ik'c. ru..,-� ucti *7 6 i '��' .I 74i;iiftcv✓!IrF i �t�i dJ�. i } "�"fi'V�i� as is �y•yy ear r '•-� ,®�litNAt� i,,%L }�2 JA1'4E5 R`;Ii/iq SL f C y a L �` , °:. . 'C't pK� ...7IIVIP',. T t lye 71 - C tkip { i �M t b t I 1i•„y1, :;ir,,, 0 Class' '�11'Illillitliviirr- ' 'X: 44 hid lli 1.00E14 `Jtn i s Yilth ;i • Roy.DafaOVf2I2009 !at,.a..I.I or a mu a.IAI.aims ' ':J ,l.I Rom u •�... •J. .'i1 rye'•'NI r° RES7R �� ' ,�15 of tb rlutTreI RESOLUTION NO.BPW 08-3-16-04 • RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF CONTRACT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to enter into contracts;and WHEREAS,pursuant to Indiana Code 36-4-5-3, the City's mayor may enter into contracts on behalf of the City;and WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C. Brainard,has caused to be signed the City contract attached hereto as Exhibit A(the"Contract"); and WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and Safety for it to be publicly acknowledged,filed in the Clerk-Treasurer's Office,and made available to the public for • review. NOW, THEREFORE,BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as follows: 1.The foregoing Recitals are incorporated herein by this reference. 2.The receipt of the Contract is hereby acknowledged. 3.The Contract shall be promptly filed in the office of the Clerk-Treasurer and thereafter made available to • the public for review. SO RESOLVED this - day of ;2016. CITY OF CARMEL,INDIANA By and through its Board of Public Works and Safety BY • : -v ''''' -':, . . mes Brainard,Presidin fficer /f , ate: Ze,-.71 .--;',,, ,2�/O Mary A urke,Meber 3/-b Dat qq 0+ Prrevr-f-- Lori S.Watson,Member Date: ,. A' ES`/ / AO ' ,_ / ristine 7ler Tr rer ,� Date: ,`t,d1 C /1� S:\joberlander\BPW Resolutions\Acknowledge Quality Leasing Co Lease Agreement.docx7/27/2016 2:41 PM .