Quality Leasing Co., IncOUALITY LEASING CO. INC. FLEET # 7064 e
7173 E 87th Street, P.O. Box 56056, Indianapolis, IN 46256 Phone 317-253-4415 Fax 317-845-9221
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:
EIYES ANO skibbe Lcarmel . 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 ifyou
would prefer a different due date and new docs will be issued.
If you have any questions, please contact your sales person.
zz
JIM BRAINARD
e,
Date (— 2 -i6 -1,C
I nr i A ..........I/ `74
OUALITY LEASING CO. INC.
7173 E 87th Street, P.O. Box 56056, Indianapolis, IN 46256
Supplement to Master Lease
;Option to Purchase (Fixed Price)
Name and Address of Lessee: CITY OF CARMEL
ONE CIVIC SQUARE
CARMEL IN 46032
FLEET # 7064
Phone 317-253-4415 Fax 317-845-9221
Lease#97756
Dated 7/26/2016
Notice: Lessor reserves the right to withdraw the terms of this Supplement and issue a modified Supplement without
notice to Lessee if Lessor is not in receipt of a fully executed original or facsimile of this document within five (5)
business days of the date of this Supplement. However, in that event, no such modifications will be binding on Lessee
unless and until Lessee executed the modified document containing all such modifications
This is a Supplement to the Master Lease identified above between Lessor and Lessee (the "Master Lease"). All terms and
conditions of the Master Lease are incorporated herein by reference and are made a partof this Supplement. Upon the
execution and delivery by Lessor and Lessee of this Supplement, Lessor hereby agrees to lease to .Lessee, and Lessee hereby
agrees to lease from Lessor, the equipment described below upon the terms and conditions of this Supplement and the Master
Lease. All terms and conditions of the Master Lease and all Supplements executed by the Parties shall remain in full force and
effect except to the.extent expressly modified by this Supplement. This Supplement and the Master Lease are hereinafter
referred to as the "Lease".
LEASE
DESCRIPTION OF LEASED EQUIPMENTNEHICLE
QUANTITY YEAR, MAKE,.MODEL NAME/NO., SERIAL NO. OR OTHER
IDENTIFICATION MILEAGE
1 2017 FORD FUSION VIN#3FA6POR 10
97756
Payment Frequency: 'MONTHLY
Mileage Allowance per Month: 1,000
HYBRID
Interim Rent Rate: $0.00 NO SALES TAX INCLUDED
Auto Pay Required:
If cancelled, Rental Payment for remaining months:
After Lessee signs this Supplement, Lessee authorizes Lessor to insert any missing information or change any inaccurate
information (such as the model year of the Equipment or its serial number or VIN) into this Supplement or to include an
attachment to this Agreement describing the Equipment.
Equipment Location: ONE CIVIC SQUARE CARMEL IN 46032
SUMMARY OF PAYMENT TERMS LISTED ABOVE
Initial Term (Months): 36
First Payment Due Date: 8/1/2016
Payment Frequency: 'MONTHLY
Mileage Allowance per Month: 1,000
Rental Payment: $649.45 NO SALES TAX INCLUDED
Interim Rent Rate: $0.00 NO SALES TAX INCLUDED
Auto Pay Required:
If cancelled, Rental Payment for remaining months:
End Date: 8/1/2019
Security Deposit: $0.00 NO SALES TAX INCLUDED
Number of Installments: 36 NO SALES TAX INCLUDED
Down Payment: $0.00 NO SALES TAX INCLUDED
End of Term Agreement:
1. In addition to paying the Total Basic Rent when and as due under the Master Lease, Lessee shall have the option to
purchase the Equipment for a fixed price and if this option is exercised, agrees to pay Lessor $.15;000.00 on the expiration date
of the initial term of the Lease(s) (the "Final Purchase Payment"). At least ten (10) days prior to the expiration of the initial
term Lessee shall notify Lessor in writing of Lessee's decision to exercise the option to purchase the Equipment.
2. Upon receipt of the Total Basic Rent and the Final Purchase Payment by Lessor, the Equipment shall be deemed transferred
to Lessee at its then location. Lessor hereby warrants that at the time of transfer the Equipment will be free of all security
interests and other liens created by Lessor or in favor of persons claiming through Lessor. LESSOR MAKES NO OTHER
WARRANTY WITH RESPECT TO THE EQUIPMENT, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS
ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY
LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE
....._._.__//!/
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 EquipmentMhicle for federal tax purposes.
Lessor: Quality Leasing Co., Inc. Lessee: CITY OF CA +
kK 4w"Offl, /-" T -
By ALYS A LAWRENCE By JIM BRAINARD �TLE
LEASE ADMIN
Title By TITLE
8/1/2016
Rent Commencement Date
3 of 16 INITIALS
OUALITY LEASING CO. INC.
FLEET # 7064
7173 E 87th Street, P.O. Box 56056, Indianapolis, IN 46256 Phone 317-253-4415 Fax 317-845-9221
INVOICE
Lessee: CITY OF CARMEL
ATTN: MAYOR'S OFFICE
ONE CIVIC SQUARE
CARMEL, IN 46032
PLEASE RETURN COPY OF INVOICE WITH PAYMENT
Lease
Number
Amount
Sales
Tax
8/1/2016
Total Payment
97756
$649.45
$0.00
$649.45
Cap Cost
$0.00
$0.00
$0.00
Security Deposit
$0.00
$0.00
$0.00
TOTAL
$649.45
* * 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.
OUALITY 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. 87a' 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.
1. 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 ('.'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 Tern. 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 Tenn 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 OF CARMEL
c
BY: BY: '
ALYSS LAWR CE LEASE ADMIN JM 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 1S". 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 DFRECTLY 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 r%mru 9 c/ 1
LOSS OF ANTICIPATORY PROFITS OR ANY OTHER INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, NOR SHALL LESSOR BE
LIABLE FOR ANY DAMAGES WHICH MAY BE ASSESSED AGAINST LESSEE IN ANY ACTION FOR INFRINGEMENT OR ANY UNITED
STATES PATENT, TRADEIMARK OR COPYRIGHT. LESSOR MAKES NO WARRANTY AS TO THE TREATMENT OF THE LEASE FOR
TAX OR ACCOUNTING PURPOSES, OR AS TO THE COMPLIANCE OF THE EQUIPMENT WITH APPLICABLE GOVERNMENT
REGULATIONS OR REQUIREMENTS, WHICH SHALL BE THE SOLE RESPONSIBILITY OF THE SELLER AND/OR MANUFACTURER
OF THE EQUIPMENT. NO REPRESENTATION OR WARRANTY AS TO THE EQUIPMENT OR ANY OTHER14IATTER BY SELLER
SHALL BE BINDING ON LESSOR NOR SHALL THE BREACH OF SUCH RELIEVE LESSEE OF, OR IN ANY WAY AFFECT, ANY OF
LESSEE'S OBLIGATIONS TO LESSOR AS SET FORTH HEREIN. Lessee agrees to look solely to the manufacturer, the seller or the carrier of the
Equipment (which are solely responsible for supplying Lessee with all literature and manuals respecting the Equipment) for any claim arising from any defect,
breach of warranty, failure or delay in delivery, misdelivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor
hereunder shall not in any manner be affected thereby, including (without limitations) Lessee's obligations to pay Lessor all rent and other amounts payable
under this Lease.
5. Acknowledgement of Lessee Selection. Lessee acknowledges and agrees that Lessee has selected both: (1) the Equipment; and (2) the supplier from
whom Lessor is to purchase the Equipment. Lessee acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or of the
supplier, and Lessor has not selected, manufactured or supplied the Equipment. LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE
CONTRACT EVIDENCING THE LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY LESSEE AND THAT LESSEE
SHOULD CONTACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION OF ANY SUCH RIGHTS. Lessor agrees to order the Equipment
from Seller but shall not be liable for specific performance or damages if, for any reason, Seller delays or fails to fill such order. Lessor has no obligation to
install the Equipment. Lessee acknowledges that Lessor is not the manufacturer or a supplier or dealer of the Equipment and that Lessor has not recommended -
Seller to Lessee. Lessee hereby waives any claim 'against Lessor with respect to the Equipment, including but not limited to claims of negligence or strict
liability in the design, construction or manufacture of the Equipment.
6. Delivery and Acceptance. Lessee shall accept the Equipment upon its delivery and authorizes Lessor to insert on the Lease, or any Addendum, the serial or
identification numbers and any additional description of the items of Equipment so delivered. Lessee will accept delivery and execute a Certificate of
Acceptance for the Equipment. If Lessee wrongfully refuses delivery of any item of Equipment for any reason whatsoever, then and in that event, Lessee
agrees to pay the price invoiced to Lessor by Seller, or if such payment is not made, Lessee indemnifies and holds Lessor harmless from and against, and
agrees to protect and (at Lessor's option) to defend Lessor at Lessee's sole expense against (with counsel acceptable to Lessor), any claim or liability and
damage by Seller with reference to such item of Equipment. Upon such payment, the Lease shall terminate as to such item of Equipment only, and the rental
hereunder shall be proportionately adjusted. Lessor shall not be responsible for the failure of the purchase order to contain any description, specification, term
or condition with respect to any item Leased hereunder, or its delivery, assembly or installation, not set forth herein.
7. Location. Lessee shall keep the Equipment within the United States at the Equipment Location set forth in the Supplement(s) or, if none is specified, at
Lessee's above -stated address within the United States, and Lessee shall not remove any of the Equipment therefrom without Lessor's prior written consent.
S. Use, Operation and Repair. Lessee shall use the Equipment in a careful manner and shall at all times, at its sole expense, keep the Equipment in good
operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or
department relating to its installation, possession, use or maintenance, including but not limited to all environmental or pollution control laws, regulations or
requirements. Use of die Equipment/Vehicle shall not exceed the use or mileage limitations set forth in any Supplement(s). Unless Lessee first obtains
Lessor's express written consent, Lessee shall not make any alterations, additions, or improvements to the Equipment which are not readily removable without
causing damage to or reducing the value of the Equipment. All alterations, additions, or improvements not readily removable shall become property of the
Lessor. Lessee agrees to cause the Equipment to be maintained by the Seller an entity authorized by the manufacturer of the Equipment pursuant to a standard
preventive maintenance contract or by a comparable maintenance contract issued by a maintenance provider acceptable to Lessor. If the Equipment is a
Vehicle, Lessee may use or permit the use of the Vehicle only for lawful business purposes, but in no event shall such Vehicle be used for the transportation
for hire of passengers or transportation of hazardous materials except with prior written consent of Lessor. Lessee shall comply and cause all persons operating
Vehicles leased hereunder to comply (a) with all applicable requirements of law relating to the registration, licensing, insurance, use and operation of the
Vehicle including operator's licensing requirements, and (b) with all conditions of the policies of insurance on the Vehicle.
9. Ownership of Equipment; Special Power of Attorney. The Equipment is, and shall at all times remain, the property of Lessor and Lessee shall have no
right, title or interest therein or thereto except as expressly set forth herein. Upon Lessor's request, Lessee shall affix and keep in a prominent place on each
item of Equipment such labels, plates and/or other markings indicating that the Equipment is owned by Lessor as Lessor shall specify. Lessor shall have the
right during normal hours, upon reasonable prior notice to Lessee, to enter upon the premises where the Equipment is located in order to inspect, observe or
remove the Equipment, or to otherwise protect Lessor's interest. No invoice of Seller to Lessee shall, at any time, be deemed to have passed title to any of the
Equipment to Lessee. Lessee hereby irrevocably and unconditionally assigns to Lessor all of Lessee's rights (but not its obligations) under any invoice or
purchase order relating to the Equipment. Lessee shall not change or remove any insignia, label, plate or lettering that is on the Equipment at the time of
delivery thereof, or that is thereafter placed thereon, indicating Lessor's ownership thereof. Except as may otherwise be provided by any written purchase or
renewal option in a Supplement duly executed by Lessor, Lessee shall have no right to purchase or otherwise acquire title to or ownership of any of the
Equipment or to extend the term of this Lease.
If the Equipment is a Vehicle, the Parties agree:
(a) The Vehicles leased hereunder are and shall at all times remain the property of Lessor and Lessee shall have no right, title or interest therein
except as expressly set forth in the Lease.
(b) All Vehicles leased hereunder shall be owned by and titled in the United States or a territory or dependency thereof in the name of Lessor.
(c) All Vehicles leased hereunder shall be registered in the United States or a territory or dependency thereof in the name of Lessee where permitted
by law, or otherwise in the name of the Lessor.
(d) Lessee shall provide Lessor all information necessary to perfect such titling and/or registration.
(e) Lessor and Lessee intend the Lease to be a lease and not a sale or conditional sale of the Vehicle.
(f) Lessee shall pay or cause to be paid all costs, expenses fees and charges incurred in connection with the titling and registering of the Vehicle.
From time to time, purely for administrative convenience, title to a Vehicle may be placed in the name of Lessee. Any certificate of title issued'
with respect to the Vehicle shall show Lessor as first lienholder in order to protect Lessor's ownership interest in the Vehicle. Since titling of the Vehicle is for
the administrative convenience of the parties, Lessee shall not thereby acquire any ownership, equity or other interest in the Vehicle other than a leasehold
interest subject to the terms and conditions hereof. (b). Upon termination of the Lease or at any other time upon receipt of notice from Lessor, Lessee shall
419M6of16 rNrmrAr/d F?
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 attomey-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 attomey-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
Equipment/Vehicle; (iv) revoke acceptance of the EquipmenWehicle; (v) recover damages from Lessor for any breaches of warranty or for any other reasons;
(vi) claim a security interest in the EquipmenWehicle 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 EquipmenWehicle; (ix) "cover" by making any purchase or lease
of or contract to purchase or lease Equipment/Vehicle in substitution of Equipment/Vehicle 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
EquipmenWehicle 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
whatsoeverduring 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, shall 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 attomey-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 perforans 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.
7nf16
MOB- A 9 0 /� [�
14. Liens and Taxes. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens and encumbrances, and to pay all
charges, tares and fees that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, maintenance, repair, possession or use of the
Equipment (except taxes on or measured by Lessors income) and shall give Lessor immediate written notice of any of the foregoing and hereby indemnifies
Lessor against any loss caused thereby. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rent payment next
becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments, financing statements and
documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor's rights hereunder or to
otherwise effectuate the intents of the Lease. If Lessee fails to notify Lessor of a change in location which results in an amendment to a filing, application for
refund, or other additional administrative work to correctly file, Lessee will pay Lessor an additional fee to compensate Lessor for this additional
administrative burden. Lessor, at its expense, may choose to appoint a third party to act on its behalf to administratively manage, file and remit taxes as set
forth in the Lease. Upon the expiration or earlier termination of the Lease, Lessee shall pay to Lessor any such taxes accrued or assessed, but not yet due and
payable.
15. Indemnity. Lessee shall and does hereby indemnify and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from any
and all liabilities (including, without limitation, negligence, tort and strict liability of Lessor, in whole or in part), damages, expenses, claims, actions,
proceedings, judgments, settlements, losses, liens and obligations (each, an "Indemnified Claim"), including (without limitation) counsel fees and costs, arising
out of the ordering, purchase, delivery, rejection, non-delivery, ownership, selection, possession, leasing, renting, financing, operation (regardless of where,
how and by whom operated), control, use, condition (including but not limited to latent and other defects, whether or not discoverable by Lessee),
maintenance, delivery, transportation, storage, repair, return or other disposition of the Equipment, any claims arising under federal, state or local
environmental protection and hazardous substance clean up laws and regulations and any claims of patent, trademark or copyright infringement or, in the event
that Lessee shall be in default hereunder, arising out of the condition of any item of Equipment sold or disposed of after use by Lessee, including (without
limitation) claims for injury to or death of persons and for damage to property. The indemnities and obligations herein provided shall continue in full force and
effect notwithstanding the expiration, termination or cancellation of the Lease for any reason whatsoever and irrespective of whether Lessor ever accepts the
Lease. Lessee shall give Lessor prompt written notice of any Indemnified Claim and, at Lessor' sole option; shall defend Lessor against any Indemnified
Claim at Lessee's sole expense with counsel selected by Lessor. Lessee is an independent contractor and nothing contained herein shall authorize Lessee or
any other person to operate any item of Equipment so as to incur any liability or obligation for or on behalf of Lessor.
16. Assignment and Sublease. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS
RIGHTS UNDER THE LEASE OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR SUBLET,ANY PART THEREOF, NOR PERMIT ITS USE
BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPLOYEES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT. ANY SUCH
PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S WRITTEN CONSENT SHALL BE VOID. Lessee shall not,
without the prior written consent of Lessor, consolidate with or merge into or with any other entity, or sell, transfer, lease or otherwise dispose of all or
substantially all of.Lessee's assets to any person or entity.
Lessor may, without notice, transfer or assign the Lease or any interest herein and may mortgage, pledge, encumber or transfer any of its right or
interest in and to the Lease and/or the Equipment or any part thereof and, without limitation, each assignee, transferee and mortgagee shall have the right to
further transfer or assign its interest. Each such assignee, transferee, mortgagee and pledgee shall have all of the rights (but none of the obligations) of Lessor
under the Lease, and Lessee hereby acknowledges notice of Lessor's intended assignment of Lessor's interest in the Lease and, upon such assignment, Lessee
agrees not to assert against any of such transferee, assignee, mortgagee or pledgee any defense, claim, counterclaim or set-off that Lessee may have against
Lessor, whether arising under the Lease transaction or otherwise. Any assignee of Lessor's rights under the Lease shall be considered a third party beneficiary
of all of Lessee's representations, warranties and obligations hereunder to Lessor. Lessee agrees that after receipt by Lessee of written notice of an assignment
from Lessor or from, Lessor's assignee, all rent and other amounts which are then and thereafter due under the Lease shall be paid unconditionally to such
assignee at the place of payment designated in such notice. Lessee acknowledges that any assignment of Lessor's interest would neither materially change the
Lessee's obligations hereunder nor materially increase the burden or risk imposed on the Lessee under the Lease. Lessee further acknowledges that an
assignment by the Lessor of its interest hereunder will be permitted even if the assignment would deem to materially affect the Lessee's interest.
17. Default. As used in the Lease, the term "Event of Default" shall mean any one or more of the following: (a) the failure by Lessee to make any payment
when due hereunder or the failure by an Obligor (as hereinafter defined) to pay when due any of the Liabilities (as hereinafter defined); (b) the failure by an
Obligor to observe or perform (i) any other agreement or obligation to be observed or performed hereunder or under any agreement, document or instrument
delivered to Lessor by or on behalf of any Obligor or otherwise relating to any of the Liabilities (collectively, the "Other Documents"), or (ii) any other
obligation of an Obligor to Lessor; (c) any representation or warranty made by or on behalf of any Obligor in the Lease or in any of the Other Documents shall
at any time prove to have been incorrect or untrue when made; (d) the making by an Obligor of any misrepresentation to Lessor or the failure on the part of an
Obligor to disclose to Lessor any material fact in connection with the Lease or otherwise, either contemporaneously herewith or at any time prior or subsequent
to the execution hereof, (e) the breach by an Obligor of any warranty contained herein or in any of the Other Documents, including, without limitation,
Lessee's failure to obtain or maintain any insurance required by Lessor hereunder; (f) a default in the payment of any indebtedness owed to any individual or
entity other than Lessor, or a default in the performance or observance of the terms of any agreement, document or instrument pursuant to which such
indebtedness was created, secured or guaranteed, the effect of which default is to cause or permit the holder of any such indebtedness to cause the same to be
due prior to its stated maturity (whether or not such default is waived by the holder thereof); (g) the failure of an Obligor to pay, withhold, collect or remit
when asserted or due any tax, assessment or other sum payable with respect to the Equipment or any security for any of the Liabilities (including, without
limitation, any premium on any insurance policy with respect to any of the Equipment or any security for any of the Liabilities, or any insurance policy
assigned to Lessor as security for any of the Liabilities), or the making of any tax assessment against any Obligor by the United States or any state or local
government; (h) the entry of a judgment against an Obligor or any attachment, levy or execution against any property of an Obligor, or the condemnation or
seizure of any part of any property of an Obligor by any governmental authority or court at the instance of such governmental authority; (i) the death of an
Obligor, if an individual, or the death of any individual member of an Obligor, if a partnership or joint venture; 0) the change in control, management,
ownership or operations of the Obligor, or the suspension of the usual business of an Obligor, or the dissolution, merger or consolidation liquidation or other
termination of existence of an Obligor, or the adoption of any resolution for the dissolution, liquidation sale, transfer, lease, disposition of the assets of Lessee
or other termination of existence of an Obligor, or the sale of material assets of an Obligor; (k) the failure of an Obligor (or any admission in writing by an
Obligor of its inability) to generally pay its debts as they become due or the insolvency or business failure of an Obligor; (1) the filing of an application for
appointment of trustee, custodian or receiver for an Obligor or of any part of an Obligor's property, or an assignment for the benefit of creditors by an Obligor,
or the making or sending of notice of any intended bulk transfer by an Obligor; (m) the filing of a petition in bankruptcy by or against an Obligor, or the
commencement by or against an Obligor of any proceeding under any bankruptcy or insolvency law or statute, or any law or statute, relating to the relief of
debtors or arrangement of debt, readjustment of indebtedness, reorganization, receivership or composition, or the extension of indebtedness; or (n) such a
change in the condition or affairs (financial or otherwise) of an Obligor as shall, in the sole opinion of Lessor increase Lessor's risk with respect to the Lease,
the Equipment or any of the Liabilities or any security therefor.
For purposes of the Lease, the term "Obligor" shall mean Lessee and any guarantor, pledger or hypothecator, and any other party liable for any of
the Liabilities of Lessee in addition to Lessee, and the term,"Liabilities" shall mean all liabilities and obligations of any kind of all Obligors (or any
RnFIF ........ /I/ ��
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, (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: (1) the amount of al I 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 penally, 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 (f) 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,
0 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 in 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 creditor 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 shallnot.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
9of16 M171AFdi/! �in
received by Lessee, ordinary wear and tear and natural depreciation excepted, at a place of Lessor's choosing. As soon as practicable thereafter, Lessor will
sell or relet the Vehicle. If the net proceeds from the sale or reletting of the Vehicle exceed the Residual Value of the Vehicle and other charges then due
pursuant to the Lease, Lessor will be entitled to keep such excess. If not, and there is a deficiency, Lessee will immediately pay the deficiency to Lessor. The
Residual Value will be the purchase option for the Vehicle/Equipment. Net proceeds will be the proceeds of the sale or reletting after deduction of all expenses
of the sale, a termination fee of $100.00 and the cost, if any, incurred by Lessor in repairing damage to or reconditioning the Vehicle.
22. Surrender, Sale, Final Settlement. Lessee further agrees that upon expiration of the Lease it shall pay promptly all costs, expenses and obligations of
every kind and nature relating to the Equipment which may arise or become due during the Term of the Lease, whether or not specifically mentioned
herein. No rental or other sums payable by Lessee pursuant to the Lease shall be subject to set-off, deduction, counterclaim, abatement, recoupment, or
reduction, nor shall the Lease terminate, nor shall Lessee be entitled to any credit against such rental or other sums for any reason whatsoever, including, but
not in any way limited to, any damage to or destruction of the Equipment or any item thereof, any limitation, restriction, deprivation or prevention of, or any
interference with Lessee's use of the Equipment or any item thereof, whether the sale shall be lawful or unlawful, any dispossession of Lessee from the
Equipment or any item thereof by title paramount or otherwise, the requisition or taking by statute or by exercise of the power of eminent domain or other
governmental authority or otherwise, or by injunction or by any private person, of the Equipment or any item thereof, the prohibition of Lessee's business in
whole or in part, whether pursuant to law or otherwise or any reason whether similar or dissimilar to the foregoing.
Upon termination of the Lease with respect to any Vehicle, Lessee shall provide the information necessary to complete any disclosure statement
required by applicable Federal or State laws and regulations, including odometer disclosure laws. Upon prior written direction of Lessor, Lessee shall sell any
Vehicle for Lessor and Lessee shall prepare and execute on behalf of Lessor any disclosure statement required by applicable Federal or State laws and
regulations, including odometer disclosure laws and provide Lessor with a copy of each such disclosure statement. Lessee will hold Lessor harmless from any
and all liabilities whatsoever arising from Lessee's failure to provide accurate information for the preparation of any such disclosure statement or failure to
accurately prepare and deliver any such disclosure statement.
23. Extension of Lease Term. If Lessee fails to purchase the Vehicle or otherwise comply with the provisions of Paragraph 22 above, Lessor may, in its sole
and absolute discretion, extend the Term of the Lease. During such lease extension, the lease payment amount shall equal at least the Monthly Lease Payment
set forth above and all the provisions hereof shall continue in full force and effect.
24. Notices. Any written notice or demand under the Lease shall be given to a party by mailing it to the party at its address set forth above, or at such address
as the party may provide in writing from time to time. Notice or demand so mailed shall be effective when deposited in the United States mail, duly addressed
and with postage prepaid.
25. Financial Information. Lessee shall provide Lessor with continuing periodic financial statements at intervals of not less than every year from the date of
the lease, which financial statements shall consist of a balance sheet and a statement of earnings of Lessee, such statements to be prepared in accordance with
generally accepted accounting principles. In addition, Lessee shall provide copies of annual state and federal tax returns.
26. Facsimiles. For convenience, Lessor may accept a facsimile copy of the Lease with facsimile signatures. Lessee agrees a facsimile copy will be treated as
an original and will be admissible as evidence of the lease.
27. Additional Action. Lessee will promptly execute and deliver to Lessor such further documents and take such further action as Lessor may request in
order to cant' out more effectively the intent and purpose of the Lease. Lessor and any assignee of Lessor is authorized to file one or more Uniform
Commercial Code financing statements without the signature of Lessee. Lessee hereby grants to Lessor a power of attorney in Lessee's name, to apply for a
certificate of tide for any item of Equipment/Vehicle that is required to be titled under the laws of any jurisdiction where the Vehicle(s) is or may be used
and/or to transfer title thereto upon the exercise by Lessor of its remedies upon an Event of Default by Lessee under the Lease. Lessee will pay (or reimburse
Lessor for) the reasonable costs and expenses related to (a) filing any financing, continuation or termination statements, (b) any title and lien searches with
respect to the Lease and the Vehicle(s), (c) any documentary stamp taxes relating to the Lease, and (d) procuring certified charter documents and good standing
certificates of Lessee and any guarantor of Lessee's obligations hereunder. Lessee will do whatever may be necessary to have a statement of the interest of
Lessor and any assignee of Lessor in the Equipment/Vehicle noted on any certificate of title relating to the Equipment/Vehicle and will deliver said certificate
to Lessor. If Lessee fails.to perform or comply with any of its agreements, Lessor may perform or comply with such agreements in its own name or in
Lessee's name as attomey-in-fact and the amount of any payments and expenses of Lessor incurred in connection with such performance or compliance,
together with interest thereon at the rate provided below, shall be deemed rent payable by Lessee upon demand.
28. Venue and Jurisdiction. LESSEE HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING DIRECTLY OR INDIRECTLY FROM
OR IN CONNECTION WITH THE LEASE SHALL BE LITIGATED IN THE STATE OF THE LESSOR'S PRINCIPAL PLACE OF BUSINESS. Lessee
consents to the jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of such courts or a
judge thereof may be served inside or outside the state of the Lessor's principal place of business by registered or certified mail, return receipt requested,
directed to Lessee at its address set forth in the Lease (and service so made shall be deemed complete five (5) days after the same has been posted as aforesaid)
or by the personal service, or in such other manner as may be permissible under the rules of such courts. Lessee appoints each and every officer of Lessor as
agent for the purpose of accepting service off any process within the state of the Lessor's principal place of business, subject only to the condition that the
officer promptly mail a copy of that process to Lessee at its address for notices hereunder.
29. Jury Trial Waiver. EACH OF THE PARTIES HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE LEASE, ANY RELATED DOCUMENTS, ANY
DEALINGS BETWEEN LESSEE AND LESSOR RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED
TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE
LEASE, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. IN
THE EVENT OF LITIGATION, THE LEASE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
30. Entire Agreement; Miscellaneous. Whenever the sense of the Lease requires, words in the singular shall be deemed to include the plural and words in
the plural shall be deemed to include the.singular..If more than -one Lessee is named herein the liability of each shall be joint and several. This written Master
Lease and any Supplement(s) ("Agreement") constitute the entire mutual understanding of the parties regarding the within subject matter and may not be
modified except in writing, signed by the party against whom such modification is asserted. Lessee shall have no option or other rights to purchase or
otherwise acquire title to or ownership of any of the Equipment unless such option is set expressly forth in a writing signed by a duly authorized officer of
Lessor. Upon the request of Lessor, Lessee shall at any time and from time to time after the execution and delivery of the Lease, execute and deliver such
further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes of this Lease, and any assignment
hereof. Lessee hereby authorizes Lessor, at its option and as contemplated by Section 9408 of the UCC or otherwise, to file financing statements coverin the_
10 of 16 INITIAr
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).
3l. 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 SUPPLEIIIENT(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 IN I ->
MODIFIED OR WAIVED EXCEPT M A WRITING SIGNED BY THE LESSEE AND r
LESSOR
40
uc uuuciaigucu warranrs mar shine is a duty authorized corporate officer, partner, member, manager, representative or proprietor of the above named Lessee.
LESSEE:.CITY OF CARMEL
By:
TM B ARD TIT
By:
TITLE
STATE OF INDIANA )
COUNTY OF
HAMILTON) )SS:
Date:
Date:
Before me, a Notary Public in and for said County and State, personally appeared JIM BRAINARQho acknowledged the execution of the
above and foregoing document.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed myNotary Seal this 2 6 d of JULY , 2d 6 .
HAMILTON COUNTY, INDIANA
County of Residence Notary Public Signature
JULY 12, 2018
My Commission ires
WITNESS BY:
LESSOR: Quality Leasing Co., Inc.
By:
— hIM&
AL SSA L ENCE
Title: LEASE ADMIN
Date:
SHARON M. KIBBE
Notary Public Printed
IInf14
OUALITY LEASING CO. INC.
7173 E 87th Street, P.O. Box 56056, Indianapolis, IN 46256
Supplement to Master Lease
ACKNOWLEDGMENT OF DELIVERY AND RECEIPT
Name and Address of Lessee: CITY OF CARMEL
ONE CIVIC SQUARE
CARMEL IN 46032
Equipment(Vehicle Description: 2017 FORD FUSION
Serial Number (if applicable) or VIN 3FA6P1
If Schedule "A" attached, check here:
FLEET # 7064
Phone 317-253-4415 Fax 317-845-9221
Supplement Dated 7/26/2016
Lease #97756
The above named Lessee, acknowledges that they received and accepted from Quality Leasing Co., Inc.,
Lessor, the Equipment/Vehicle described above and in the Master Lease Agreement in good condition
and repair; subject to all the terms and conditions of the Master Lease entered into between them and that
the Equipment/Vehicle is in all material respects as described in the Master Lease.
Acknow dgment of Delivery Receipt of Equipment:
.�� 6s -
BY: MAYOR Date: /
Pri d: JIIVI BRAIN TITLE
Lessee or Lessee's Duly Authorized Agent
By:_
Printed:
TITLE
Lessee or Lessee's Duly Authorized Agent
Date:
OUALITY LEASING CO. INC. FLEET # 7064
7173 E 87th Street, P.O. Box 56056, hidianapolis, 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 87TH STREET
INDIANAPOLIS, IN 46256
Are the owners of. 2017. FORD FUSION
Identification # 3FA6POI
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
(Owner/Lessor)
B LM �\
ALY SALAWRENCE
Signed CITY OF CARMEL
(Lessge)
r
By �( .
JIM BRAINARD
13 of 16
Date
AGENT
Date
- 26 -
TITLE
MAYOR
TITLE
OUALITY LEASING CO., INC.
7173 E 87th Street, P.O. Box 56056, Indianapolis, IN 46256
FLEET # 7064
Phone 317-253-4415 Fax 317-845-9221
INSURANCE AGREEMENT
DATE: 7/26/2016 LEASE # 97756
Lessee Name: CITY OF CARMEL
ONE CIVIC SQUARE
CARMEL, IN 46032
To provide protection against serious financial loss should an accident or damage occur. LESSEE
understands that the lease contract requires that the vehicle and/or equipment be continuously covered
with insurance for both liability insurance and physical damage insurance. LESSEE shall at their expense
keep the vehicle and/or.eauipunent insured throughout the term of this lease against the hazards of all
rusk of loss and the full REPLACEMENT cost thereof and comprehensive liability insurance for limits of
Primary Liability of not less than $1001K/$300K/$100K per occurrence for both bodily iniury and
Phvsical Damage, with a deductible of no more than $500.00.
Failure to provide such insurance gives QUALITY LEASING CO., INC. the right to declare the entire
unpaid balance immediately due and payable.
We have on this date leased the following EquipmentlVehicles from QUALITY LEASING CO., INC.
DESCRIPTION OF LEASED EQUiPMENTNEHICLE
LEASE QUANTITY YEAR, MAKE, MODEL NAME/NO., SERIAL NO. OR OTHER
IDENTIFICATION
97756 1 2017 FORD FUSION VIN#3FA6POE
KMILEAG;E
Our agent will insure this equipment listing QUALITY LEASING CO, INC. ISAOA ATIMA as
Additional Insured and Loss Payee. Policies should be addressed to P.O. Box 390543, Minneapolis,
MN 55439-0543.
AGENT Hylant Group
ADDRESS 301 Pennsylvania Parkway #201
PHONE # ( ) - 317-817-5000
INSURANCE COMPANY Charter Oa Fire Insurance (Travelers)
PHYSICAL DAMAGE INSURANCE LIABILITY INSURANCE
81030363P64A POLICY NUMBER 81030363P64A
111117 POLICY EXPIRATION DATE 1/1/17
FULL INSURANCE REPLACEMENT COST
$32,018.70
CITY OFCARMEL
LESSE�/C
(/
BY: C dcla � � BY: X11W
JIM BRAINARD ( it,
(Title)
This policy will be in the name of
(if different from above)
Verified by:
with Date
14nf16
COPY OF ALL DRIVERS LICENSES
The Patriot Act of 2001 requires ALL SIGNORS (to include corp. secretary if different than
signors) to show photo identification.
Lessee: CITY OF CARMEL
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.
W70I677QBI6.61
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DB IV54
t
15 Of 16 INITIAI 4&
OUALITY LEASING CO. INC. FLEET # 7064
7173 E 87th Street, P.O. Box 56056, Indianapolis, IN 46256 Phone 317-253-4415 Fax 317-845-9221
Quality Leasing Company Inc. collects nonpublic personal information about you from the following sources:
• Information we receive from you on application or, other forms
• Information about your transactions with us or other
• Information we receive from a consumer reporting agency
We do not disclose any nonpublic personal information about you to anyone, except as permitted by law.
If you decided to become an inactive customer, we will adhere to the privacy policies and practices as described
in this notice.
Quality Leasing Company Inc. restricts access to your personal account information to those employees who
need to .know that information. Quality Leasing Company Inc. maintains physical, electronic, and procedural
safeguards to guard your nonpublic personal information.
The undersigned acknowledges receipt of this information policy.
JIM BRAINARD *M
Date 6
Date
A-
16 of 16 narru r e
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.
follows:
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
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:
Brainard, Presidingfficer�
e /1,ice ��� n � —'-2,!5)
Mary Ar,yBurke, Me ber 2 /�
Dat // J
/P 0 + Pfac il �=
Lori S. Watson, Member
T -%-f-.
SAjoberlander\BPW ResolutionAAcknowledge Quality Leasing Co Lease Agreement.docx7/27/2016 2:41 PM