Mayor's Office-Quality Leasing Co., Inc #97756 ExpiredOUALITY LEASING CO. INC. FLEET # 7064 e7173E87thStreet, 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 iA ..........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 withoutnoticetoLesseeifLessorisnotinreceiptofafullyexecutedoriginalorfacsimileofthisdocumentwithinfive (5)
business days of the date of this Supplement. However, in that event, no such modifications will be binding on LesseeunlessanduntilLesseeexecutedthemodifieddocumentcontainingallsuchmodifications
This is a Supplement to the Master Lease identified above between Lessor and Lessee (the "Master Lease"). All terms and
conditions ofthe 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 herebyagreestoleasefromLessor, the equipment described below upon the terms and conditions ofthis Supplement and the Master
Lease. All terms and conditions ofthe 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 1097756
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 inaccurateinformation (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 ifthis 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 ofthe initial
term Lessee shall notify Lessor in writing of Lessee's decision to exercise the option to purchase the Equipment.
2. Upon receipt ofthe 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 oftransfer the Equipment will be free of all security
interests and other liens created by Lessor or in favor ofpersons 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 shallconstitutean "Event ofDefault" under the Master Lease.
4. Lessee agrees to pay all sales and use taxes arising on account ofthe sale ofthe Equipment to Lessee.
5. Lessor agrees upon termination of Lease, to transfer title into purchaser's/Lessee's name, and out of Quality Leasing CoInc's name in 30 days from date of receipt oftitle via certified mail or Federal Express. Quality Leasing Co. Inc. will nolongerberesponsibleforthisassetoncetitleissenttotheLessee. If the Lessee requires a duplicate title for any reason, a500.00 fee will apply.
Lessor makes no representation with respect to the income tax consequences ofthe transaction evidenced by the Lease. LessorwilltreattheLeaseasasaleregardlessofhowtheLeaseistreatedbyLessee.
Amendments Regarding the Master Lease: For the purposes ofthis Supplement only and assuming Lessee has elected to
exercise the option to purchase and no Event of Default occurs during the term ofthe Master Lease, Paragraph 21 (relating toreturnofEquipment) ofthe Master Lease is amended and hereby modified to eliminate Lessee's obligation to return theEquipmenttoLessor.
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 ofperjury, that Lessee intends more than 50% ofthe
use of the Equipment is to be in a trade or business of Lessee. Lessee has been advised, understands and agrees that LesseewillnotbetreatedastheowneroftheEquipmentMhicleforfederaltaxpurposes.
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, thepersonalproperty, 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 entireagreement ('.'Agreement"). THE LESSEE SELECTED THE.EQUIPMENT FROM A THIRD -PARTY AND LESSOR ACQUIRED THE EQUIPMENT FORTHEPURPOSEOFTHELEASE.
2. Lease Term. The term of each Lease shall be the number ofmonths stated in the Supplement(s) executed by the Parties (plus any partial month, if thecommencementdateisotherthanthefirstdayofamonth), 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 ofdelivery to Lessee and acceptance ofall or a substantial part of theEquipment.
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 bytheParties. 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 thecommencementdateisotherthanthefirstdayofamonth, 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 theactualcosthadbeenthesameastheTotalCost. Adjustments of 10% or less may be made by written notice from Lessor to Lessee. Adjustments ofmore than
10% shall be made by execution ofan amendment to the Supplement reflecting the change in Total Cost and basic rental payment. If financing was approvedbasedon, 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% ofthe total basic rental payment for the remaining monthly payments ofthe 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 byLessorimmediatelyuponLessor's receipt thereof and applied as ofthat 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 ofthe 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 OFTHELEASEFORANYREASONWHATSOEVER.
EACH LEASE INCLUDES ALL OF THE TERMS AND CONDITIONS ON THE ATTACHED PAGES AND THE TERMS AND CONDITIONSOFANYSUPPLEMENT(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 BELIABLEFORANYDAMAGESWHICHMAYBEASSESSEDAGAINSTLESSEEINANYACTIONFORINFRINGEMENTORANYUNITEDSTATESPATENT, TRADEIMARK OR COPYRIGHT. LESSOR MAKES NO WARRANTY AS TO THE TREATMENT OF THE LEASE FORTAXORACCOUNTINGPURPOSES, OR AS TO THE COMPLIANCE OF THE EQUIPMENT WITH APPLICABLE GOVERNMENTREGULATIONSORREQUIREMENTS, WHICH SHALL BE THE SOLE RESPONSIBILITY OF THE SELLER AND/OR MANUFACTUREROFTHEEQUIPMENT. NO REPRESENTATION OR WARRANTY AS TO THE EQUIPMENT OR ANY OTHER14IATTER BY SELLERSHALLBEBINDINGONLESSORNORSHALLTHEBREACHOFSUCHRELIEVELESSEEOF, OR IN ANY WAY AFFECT, ANY OFLESSEE'S OBLIGATIONS TO LESSOR AS SET FORTH HEREIN. Lessee agrees to look solely to the manufacturer, the seller or the carrier of theEquipment (which are solely responsible for supplying Lessee with all literature and manuals respecting the Equipment) for any claim arising from any defect, breach ofwarranty, failure or delay in delivery, misdelivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessorhereundershallnotinanymannerbeaffectedthereby, including (without limitations) Lessee's obligations to pay Lessor all rent and other amounts payableunderthisLease.
5. Acknowledgement of Lessee Selection. Lessee acknowledges and agrees that Lessee has selected both: (1) the Equipment; and (2) the supplier fromwhomLessoristopurchasetheEquipment. Lessee acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or of thesupplier, and Lessor has not selected, manufactured or supplied the Equipment. LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THECONTRACTEVIDENCINGTHELESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY LESSEE AND THAT LESSEESHOULDCONTACTTHESUPPLIEROFTHEEQUIPMENTFORADESCRIPTIONOFANYSUCHRIGHTS. Lessor agrees to order the EquipmentfromSellerbutshallnotbeliableforspecificperformanceordamagesif, for any reason, Seller delays or fails to fill such order. Lessor has no obligation toinstalltheEquipment. Lessee acknowledges that Lessor is not the manufacturer or a supplier or dealer ofthe 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 strictliabilityinthedesign, construction or manufacture ofthe 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 oridentificationnumbersandanyadditionaldescriptionoftheitemsofEquipmentsodelivered. Lessee will accept delivery and execute a Certificate ofAcceptancefortheEquipment. If Lessee wrongfully refuses delivery of any item of Equipment for any reason whatsoever, then and in that event, LesseeagreestopaythepriceinvoicedtoLessorbySeller, or if such payment is not made, Lessee indemnifies and holds Lessor harmless from and against, andagreestoprotectand (at Lessor's option) to defend Lessor at Lessee's sole expense against (with counsel acceptable to Lessor), any claim or liability anddamagebySellerwithreferencetosuchitemofEquipment. Upon such payment, the Lease shall terminate as to such item of Equipment only, and the rentalhereundershallbeproportionatelyadjusted. Lessor shall not be responsible for the failure of the purchase order to contain any description, specification, termorconditionwithrespecttoanyitemLeasedhereunder, 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, atLessee's above -stated address within the United States, and Lessee shall not remove any ofthe 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 ordepartmentrelatingtoitsinstallation, possession, use or maintenance, including but not limited to all environmental or pollution control laws, regulations orrequirements. Use of die Equipment/Vehicle shall not exceed the use or mileage limitations set forth in any Supplement(s). Unless Lessee first obtainsLessor's express written consent, Lessee shall not make any alterations, additions, or improvements to the Equipment which are not readily removable withoutcausingdamagetoorreducingthevalueoftheEquipment. All alterations, additions, or improvements not readily removable shall become property of theLessor. Lessee agrees to cause the Equipment to be maintained by the Seller an entity authorized by the manufacturer ofthe Equipment pursuant to a standardpreventivemaintenancecontractorbyacomparablemaintenancecontractissuedbyamaintenanceprovideracceptabletoLessor. If the Equipment is aVehicle, Lessee may use or permit the use ofthe Vehicle only for lawful business purposes, but in no event shall such Vehicle be used for the transportation
for hire ofpassengers or transportation of hazardous materials except with prior written consent of Lessor. Lessee shall comply and cause all persons operatingVehiclesleasedhereundertocomply (a) with all applicable requirements of law relating to the registration, licensing, insurance, use and operation of theVehicleincludingoperator's licensing requirements, and (b) with all conditions ofthe policies ofinsurance 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 noright, 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 eachitemofEquipmentsuchlabels, plates and/or other markings indicating that the Equipment is owned by Lessor as Lessor shall specify. Lessor shall have therightduringnormalhours, upon reasonable prior notice to Lessee, to enter upon the premises where the Equipment is located in order to inspect, observe orremovetheEquipment, or to otherwise protect Lessor's interest. No invoice ofSeller to Lessee shall, at any time, be deemed to have passed title to any oftheEquipmenttoLessee. Lessee hereby irrevocably and unconditionally assigns to Lessor all of Lessee's rights (but not its obligations) under any invoice orpurchaseorderrelatingtotheEquipment. 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 orrenewaloptioninaSupplementdulyexecutedbyLessor, Lessee shall have no right to purchase or otherwise acquire title to or ownership of any of theEquipmentortoextendthetermofthisLease.
Ifthe 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 thereinexceptasexpresslysetforthintheLease.
b) All Vehicles leased hereunder shall be owned by and titled in the United States or a territory or dependency thereofin the name ofLessor.
c) All Vehicles leased hereunder shall be registered in the United States or a territory or dependency thereof in the name ofLessee where permittedbylaw, 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 ofthe Vehicle.
f) Lessee shall pay or cause to be paid all costs, expenses fees and charges incurred in connection with the titling and registering ofthe 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 ofthe Vehicle is fortheadministrativeconvenienceoftheparties, Lessee shall not thereby acquire any ownership, equity or other interest in the Vehicle other than a leaseholdinterestsubjecttothetermsandconditionshereof. (b). Upon termination ofthe Lease or at any other time upon receipt of notice from Lessor, Lessee shall
419M6of16rNrmrAr/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-factforthepurposeoftransferringtitletotheVehicle. This power ofattorney is coupled with an interest, is irrevocable and may be used by Lessor to execute andfileanydocumentnecessarytoaccomplishsuchtransferoftitle. At Lessor's request, Lessee shall execute and deliver to Lessor such additional instruments asmaybenecessaryordesirabletoreflectorconfirmthat, 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 ofexecuting in the Lessee's name and filinganyinstrumentordocument, including UCC financing statements, pertaining to or evidencing. Lessor's interest in any part ofor attachment to the EquipmentorVehicle, and for the purpose ofpaying, on Lessee's behalf, any fee, tax or other expense arising out of such a filing and out ofa records search in connectionwiththesame. Lessee shall reimburse Lessor for any such payment. Lessee, accordingly, grants Lessor a security interest in the Vehicle or Equipment tosecuretheobligationundertheLease. However, no filing under the UCC shall imply an intention to create a security interest, it being the intention ofthepartiesthattheLeasebeconstruedasaleaseandnotasale.
10. Personal Property/Non-Fixture. The Equipment shall be and remain personal property notwithstanding the manner in which it may be attached oraffixedtorealty. Lessee represents, warrants and covenants that, unless Lessee owns the premises in which the Equipment is to be located and such premisesarenotsubjecttoanymortgageorlease, Lessee shall provide Lessor, within ten (10) days following the execution by Lessee ofthe Lease, with a waiver fromeachlandlordand/or mortgagee of the premises in which the Equipment is to be located of any rights which such landlord and/or mortgagee may have inrespectofanyoftheEquipment (including, but not limited to, claims against the Equipment by reason of accession or distrait, or that the Equipmentconstitutesafixtureaffixedtorealproperty) and to procure for Lessor, in form acceptable to Lessor, such documents with respect to such waiver as Lessormayreasonablyrequest.
11. Waiver. To the extent permitted by applicable law, Lessee hereby waives the benefit and advantage of and covenants not to assert against Lessor, anyvaluation, inquisition, stay, appraisement, extension or redemption laws now existing or which may hereafter exist which, but for this provision, might beapplicabletoanysaleorre-leasing made under the judgment, order or decree of any court or under the powers ofsale and re-leasing conferred by the Lease orotherwise. To the extent permitted by applicable law, Lessee hereby waives any and all rights and remedies conferred upon a Lessee by Article 2A-508through2A-522 ofthe Uniform Commercial Code, including but not limited to Lessee's rights to: (i) cancel the Lease; (ii) repudiate the Lease; (iii) reject theEquipment/Vehicle; (iv) revoke acceptance of the EquipmenWehicle; (v) recover damages from Lessor for any breaches ofwarranty 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 damagesresultingfromLessor's default, if any, under the Lease; (viii) accept partial delivery ofthe EquipmenWehicle; (ix) "cover" by making any purchase or lease
ofor 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 anyEquipmenWehicleidentifiedtotheLease. 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 mayotherwiselimitormodifyanyofLessor's rights or remedies.
No course of dealing between. Lessor and Lessee or any delay or omission on the part ofLessor in exercising any rights hereunder shall operate as awaiverofanyrightsofLessor. A waiver on any one occasion shall not be construed as a bar to or waiver ofany right or remedy on any future occasion. NowaiverorconsentshallbebindinguponLessorunlessitisinwritingandsigned.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 causewhatsoeverduringthetermoftheLeaseandthereafteruntilredeliverytoalocationdesignatedbyLessor, and shall not be relieved ofthe obligation to pay thetotalrentoranyotherobligationhereunderbecauseofanysuchoccurrence. 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 anyVehiclebecominglost, stolen or damaged and ofthe 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 ofcondemnation or seizure of any Vehicle, Lessee shall promptlypayLessor, 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 suchamounttoLessor, such Vehicle shall become the property ofLessee, Lessor will transfer to Lessee, without recourse or warranty, all ofLessor's right, title andinteresttherein, the lease payments with respect to such Vehicle shall terminate, and the lease payments on the remaining Vehicles shall be reducedaccordingly. Lessee shall pay any sales and use taxes due on such transfer. Any insurance or condemnation proceeds received shall be paid to Lessor andcreditedtoLessee'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 causewhatsoeverinanamountnotlessthanthegreaterof (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 ordamagetopersonsorpropertyarisingoutoftheuseoroperationoftheEquipmentasiscustomarilymaintainedbytheownersoflikeproperty, withcompaniessatisfactorytoLessor. With respect to any Equipment that is a Vehicle, Lessee also shall at a minimum provide and maintain policies insuring theVehiclesforcomprehensivecoverage, 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 ofthe 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 ofwarranty 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, ifany, shall be payable to Lessor as "loss payee", and all such liability insurance shall include Lessor asan "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 ofthe 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 Lessorwithupdatedinsuranceinformationatleastannually. Lessee hereby irrevocably appoints Lessor as Lessee's attomey-in-fact to make claim for, receive
payments ofand 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 ofsaid insurance to replace or repair the Vehicles and/or to satisfy some or all of Lessee's obligation hereunder. Lessor, at its expense, maychoosetoappointathirdpartytoactonitsbehalftoreceivepoliciesornoticesandverifyLesseeperforanstheinsurancerequirementssetforthintheLease. 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 ofthe 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 allcharges, tares and fees that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, maintenance, repair, possession or use oftheEquipment (except taxes on or measured by Lessors income) and shall give Lessor immediate written notice of any of the foregoing and hereby indemnifiesLessoragainstanylosscausedthereby. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rent payment nextbecomingdue, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments, financing statements anddocumentscontainingsuchotherassurancesasLessordeemsnecessaryoradvisablefortheconfirmationorperfectionofLessor's rights hereunder or tootherwiseeffectuatetheintentsoftheLease. If Lessee fails to notify Lessor ofa change in location which results in an amendment to a filing, application forrefund, or other additional administrative work to correctly file, Lessee will pay Lessor an additional fee to compensate Lessor for this additionaladministrativeburden. Lessor, at its expense, may choose to appoint a third party to act on its behalf to administratively manage, file and remit taxes as setforthintheLease. Upon the expiration or earlier termination ofthe Lease, Lessee shall pay to Lessor any such taxes accrued or assessed, but not yet due andpayable.
15. Indemnity. Lessee shall and does hereby indemnify and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from anyandallliabilities (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, arisingoutoftheordering, 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 localenvironmentalprotectionandhazardoussubstancecleanuplawsandregulationsandanyclaimsofpatent, trademark or copyright infringement or, in the eventthatLesseeshallbeindefaulthereunder, arising out ofthe condition of any item of Equipment sold or disposed of after use by Lessee, including (withoutlimitation) claims for injury to or death ofpersons and for damage to property. The indemnities and obligations herein provided shall continue in full force andeffectnotwithstandingtheexpiration, termination or cancellation of the Lease for any reason whatsoever and irrespective of whether Lessor ever accepts theLease. Lessee shall give Lessor prompt written notice of any Indemnified Claim and, at Lessor' sole option; shall defend Lessor against any IndemnifiedClaimatLessee's sole expense with counsel selected by Lessor. Lessee is an independent contractor and nothing contained herein shall authorize Lessee oranyotherpersontooperateanyitemofEquipmentsoastoincuranyliabilityorobligationfororonbehalfofLessor.
16. Assignment and Sublease. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITSRIGHTSUNDERTHELEASEORINTHEEQUIPMENTORANYPARTTHEREOF, NOR SUBLET,ANY PART THEREOF, NOR PERMIT ITS USEBYANYONEOTHERTHANLESSEEANDITSREGULAREMPLOYEES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT. ANY SUCHPURPORTEDTRANSFER, 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 orsubstantiallyallof.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 orinterestinandtotheLeaseand/or the Equipment or any part thereof and, without limitation, each assignee, transferee and mortgagee shall have the right tofurthertransferorassignitsinterest. Each such assignee, transferee, mortgagee and pledgee shall have all of the rights (but none of the obligations) of LessorundertheLease, 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-offthat Lessee may have againstLessor, whetherarising under the Lease transaction or otherwise. Any assignee of Lessor's rights under the Lease shall be considered a third party beneficiaryofallofLessee's representations, warranties and obligations hereunder to Lessor. Lessee agrees that after receipt by Lessee ofwritten notice of an assignmentfromLessororfrom, Lessor's assignee, all rent and other amounts which are then and thereafter due under the Lease shall be paid unconditionally to suchassigneeattheplaceofpaymentdesignatedinsuchnotice. Lessee acknowledges that any assignment ofLessor's interest would neither materially change theLessee's obligations hereunder nor materially increase the burden or risk imposed on the Lessee under the Lease. Lessee further acknowledges that anassignmentbytheLessorofitsinteresthereunderwillbepermittedeveniftheassignmentwoulddeemtomateriallyaffecttheLessee's interest.
17. Default. As used in the Lease, the term "Event ofDefault" shall mean any one or more of the following: (a) the failure by Lessee to make any paymentwhenduehereunderorthefailurebyanObligor (as hereinafter defined) to pay when due any of the Liabilities (as hereinafter defined); (b) the failure by anObligortoobserveorperform (i) any other agreement or obligation to be observed or performed hereunder or under any agreement, document or instrumentdeliveredtoLessorbyoronbehalfofanyObligororotherwiserelatingtoanyoftheLiabilities (collectively, the "Other Documents"), or (ii) any otherobligationofanObligortoLessor; (c) any representation or warranty made by or on behalfof any Obligor in the Lease or in any ofthe Other Documents shallatanytimeprovetohavebeenincorrectoruntruewhenmade; (d) the making by an Obligor ofany misrepresentation to Lessor or the failure on the part ofanObligortodisclosetoLessoranymaterialfactinconnectionwiththeLeaseorotherwise, either contemporaneously herewith or at any time prior or subsequenttotheexecutionhereof, (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 ofany indebtedness owed to any individual orentityotherthanLessor, or a default in the performance or observance of the terms of any agreement, document or instrument pursuant to which suchindebtednesswascreated, secured or guaranteed, the effect ofwhich default is to cause or permit the holder ofany such indebtedness to cause the same to beduepriortoitsstatedmaturity (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, withoutlimitation, any premium on any insurance policy with respect to any of the Equipment or any security for any of the Liabilities, or any insurance policyassignedtoLessorassecurityforanyoftheLiabilities), or the making of any tax assessment against any Obligor by the United States or any state or localgovernment; (h) the entry ofa 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 ofan Obligor by any governmental authority or court at the instance ofsuch governmental authority; (i) the death of anObligor, 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 ofthe Obligor, or the suspension of the usual business of an Obligor, or the dissolution, merger or consolidation liquidation or other
termination ofexistence of an Obligor, or the adoption ofany 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 anObligorofitsinability) 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 oftrustee, custodian or receiver for an Obligor or ofany part ofan Obligor's property, or an assignment for the benefit ofcreditors 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 ofdebtorsorarrangementofdebt, 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) ofan Obligor as shall, in the sole opinion of Lessor increase Lessor's risk with respect to the Lease, the Equipment or any ofthe 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 oftheLiabilitiesofLesseeinadditiontoLessee, 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 ofwhich an Obligor is a member) to Lessor whether (i) for the account of Lessor, or as agent for others, (ii) acquireddirectlyorindirectlybyLessorfromLesseeorotherwise, (iii) absolute or contingent, joint or several, secured or unsecured, liquidated or un -liquidated, due ornotdue, contractual or tortuous or now existing or hereinafter arising, or (iv) incurred by an Obligor as principal, surety, endorser, guarantor or otherwise, andincludingwithoutlimitationallexpensesandattorneys' 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 ofan Event ofDefault are uncertain and not capable ofexact measurementatthetimetheLeaseisexecutedbecausethevalueoftheEquipmentattheexpirationoftheLeaseisuncertain, and therefore they agree that for purposes ofthisparagraph18 "Lessor's Loss" as ofany date shall be the sum ofthe following: (1) the amount ofalI lease payments and other amounts payable by Lesseehereunderduebutunpaidasofsuchdateplus (2) the amount ofall unpaid lease payments for the balance ofthe term ofthe Lease not yet due as ofsuch datemultipliedby3%, plus (3) any residual or any other amount set forth in any Supplement or Addendum.
Upon the occurrence ofan Event ofDefault and at any time thereafter, Lessor may exercise any one or more ofthe remedies listed below as Lessorinitssolediscretionmaylawfullyelect, provided, however, that upon the occurrence ofan Event of Default specified in paragraph 17(m), an amount equal toLessor's Loss as ofthe date ofsuch occurrence shall automatically become and be immediately due and payable without notice or demand of any kind. Theexerciseofanyoneremedyshallnotbedeemedanelectionofsuchremedyorprecludetheexerciseofanyotherremedy, and such remedies may be exercisedconcurrentlyorseparatelybutonlytotheextentnecessarytopermitLessortorecoveramountsforwhichLesseeisliablehereunder.
a) Lessor may, by written notice to Lessee, terminate the Lease as to any or all ofthe Equipment subject hereto and declare an amount equal toLessor's Loss as ofthe date ofsuch notice to be immediately due and payable, as liquidated damages and not as a penally, and the same shallthereuponbeandbecomeimmediatelydueandpayablewithoutfurthernoticeordemand, and all rights ofLessee to use the Equipment shallterminatebutLesseeshallbeandremainliableasprovidedinthisparagraph18. Lessee shall at its expense promptly deliver the Equipment toLessoratalocationorlocationswithinthecontinentalUnitedStatesdesignatedbyLessor. Lessor may also enter upon the premises where theEquipmentislocatedandtakeimmediatepossessionofandremovethesamewithorwithoutinstitutinglegalproceedings.
b) Lessor may proceed by appropriate court action to enforce performance by Lessee of the applicable covenants ofthe Lease or to recover, forbreachoftheLease, Lessor's Loss as ofthe date Lessor's Loss is declared due and payable hereunder; provided, however, that upon recovery ofLessor's Loss from Lessee in any such action without having to repossess and dispose ofthe Equipment, Lessor shall transfer the Equipment toLesseeatitsthenlocationuponpaymentofanyadditionalamountdueunderclauses (d), (e) and (f) below.
c) In the event Lessor repossesses the Equipment, Lessor shall either retain the Equipment in full satisfaction ofLessee's obligation hereunder orsellorleaseeachitemofEquipmentinsuchmanneranduponsuchtermsasLessormayinitssolediscretiondetermine. The proceeds ofany suchsaleorleaseshallbeappliedtoreimburseLessorforLessor's Loss and any additional amount due under clauses (d) (e) and (f) below. Lessor shallbeentitledtoanysurplusandLesseeshallremainliableforanydeficiency. For purposes ofthis subparagraph, the proceeds ofany lease ofall or
any part of the Equipment by Lessorshall be the amount reasonably assigned by Lessor as the cost ofsuch Equipment in determining the rent undersuchlease.
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 18fromthedateitbecomespayableuntilfullypaidattherateofthelesserof12% 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 fullycompensateLessorforanylossofordamagetoLessor'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 andexpensesincurredbyreasonofanEventofDefaultortheexerciseofanyremedyhereunder, including expenses ofrepossession, repair, storage,
transportation, and disposition ofthe Equipment. Any payment received by Lessor may be applied to unpaid obligations as Lessor in its solediscretiondetermines.
Ifany Supplement is deemed at any time to be a lease intended as security, Lessee grants Lessor a security interest in the Equipment tosecure itsobligationsundersuchSupplement, all other Supplements and all other indebtedness at any time owing by Lessee to Lessor, Lessee agrees that upon theoccurrenceofanEventofDefault, in addition to all ofthe other rights and remedies available to Lessor hereunder, Lessor shall have all ofthe rights andremediesofasecuredpartyundertheUniformCommercialCode.
No express or implied waiver by Lessor ofany breach ofLessee's obligations hereunder shall constitute a waiver ofany other breach of Lessee'sobligationshereunder.
19. Late Payment Charges. Whenever any rental or other amount payable to Lessor by Lessee hereunder is not paid within fifteen (15) days of suchpaymentsduedate, Lessee agrees to pay Lessor, on demand, as liquidated damages and not as a penalty; (a) with respect to rental payments, an administrativefeeequaltofivecents ($.05) for each one dollar ($1.00) ofsuch delayed rental payment, or the maximum amount permitted under applicable law, whichever isless, 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 chargecalculatedattherateof15% on such overdue amount, or the maximum amount permitted under applicable law, whichever is less, from the date such paymentisdueuntilthedatesuchpaymentismadeinfulltoLessor. Such amount(s) shall be payable in addition to all amounts payable by Lessee as a result ofexerciseofanyoftheremedieshereinprovided. Lessee agrees to also reimburse Lessor for any expenses (including Lessor's attorneys' fees and costs) arisingoutoforcausedbytheLessee'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 ofany disability ofLessee to use the Equipment or any part thereof because ofany reasonincluding, but not limited to war, act ofGod, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery, failure oftheEquipmenttooperateproperly, termination by operation oflaw or any other cause. Lessee warrants that the application, statements and creditor financialinformationsubmittedbyittoLessoraretrueandcorrectandmadetoinduceLessortoenterintotheLeaseandtoordertheEquipmentfromSeller. Lessee
agrees to provide to Lessor other interim financial information as Lessor may request. Lessee warrants that the Lease has been duly authorized, executed anddeliveredbyLessee, and constitutes the legal, valid and binding obligation ofLessee, enforceable in accordance with its terms, and that no provision of theLeaseisinconsistentwithLessee's charter, by-laws, or any loan or credit agreement or other instrument to which Lessee is a party or by which Lessee or itspropertymaybeboundoraffectedorconflictwithanyapplicablelaw, rule or regulation, and no claim, action or suit is pending or has been threatened thatwouldadverselyaffectLessee's ability to enter into or.perform its obligations under the Lease. Lessee shallnot.change its name or its address withoutprovidingLessorwithatleastthirty (30) days prior written notice thereof.
21. Return ofEquipment. Lessee warrants covenants and agrees that upon expiration or termination ofthe Lease and any renewal hereof, with respect to anyitemofEquipment, Lessee shall, at its expense, return such Equipment in the same condition as received, reasonable wear and'tear excepted by deliveringsametoLessorortoaplacedesignatedbyLessor, unless Lessor shall elect in writing to abandon all or part of such Equipment. That Parties agree with respecttoaVehicle, 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
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received by Lessee, ordinary wear and tear and natural depreciation excepted, at a place of Lessor's choosing. As soon as practicable thereafter, Lessor willsellorrelettheVehicle. If the net proceeds from the sale or reletting of the Vehicle exceed the Residual Value ofthe Vehicle and other charges then duepursuanttotheLease, Lessor will be entitled to keep such excess. Ifnot, and there is a deficiency, Lessee will immediately pay the deficiency to Lessor. TheResidualValuewillbethepurchaseoptionfortheVehicle/Equipment. Net proceeds will be the proceeds of the sale or reletting after deduction ofall expensesofthesale, a termination fee of $100.00 and the cost, ifany, incurred by Lessor in repairing damage to or reconditioning the Vehicle.
22. Surrender, Sale, Final Settlement. Lessee further agrees that upon expiration ofthe Lease it shall pay promptly all costs, expenses and obligations ofeverykindandnaturerelatingtotheEquipmentwhichmayariseorbecomedueduringtheTermoftheLease, whether or not specifically mentionedherein. 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, butnotinanywaylimitedto, any damage to or destruction ofthe Equipment or any item thereof, any limitation, restriction, deprivation or prevention of, or anyinterferencewithLessee's use of the Equipment or any item thereof, whether the sale shall be lawful or unlawful, any dispossession of Lessee from theEquipmentoranyitemthereofbytitleparamountorotherwise, 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, ofthe Equipment or any item thereof, the prohibition of Lessee's business inwholeorinpart, 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 statementrequiredbyapplicableFederalorStatelawsandregulations, including odometer disclosure laws. Upon prior written direction ofLessor, Lessee shall sell anyVehicleforLessorandLesseeshallprepareandexecuteonbehalfofLessoranydisclosurestatementrequiredbyapplicableFederalorStatelawsandregulations, including odometer disclosure laws and provide Lessor with a copy ofeach such disclosure statement. Lessee will hold Lessor harmless from anyandallliabilitieswhatsoeverarisingfromLessee's failure to provide accurate information for the preparation of any such disclosure statement or failure toaccuratelyprepareanddeliveranysuchdisclosurestatement.
23. Extension ofLease Term. If Lessee fails to purchase the Vehicle or otherwise comply with the provisions ofParagraph 22 above, Lessor may, in its soleandabsolutediscretion, extend the Term ofthe Lease. During such lease extension, the lease payment amount shall equal at least the Monthly Lease Paymentsetforthaboveandalltheprovisionshereofshallcontinueinfullforceandeffect.
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 addressedandwithpostageprepaid.
25. Financial Information. Lessee shall provide Lessor with continuing periodic financial statements at intervals ofnot less than every year from the date of
the lease, which financial statements shall consist ofa balance sheet and a statement ofearnings ofLessee, 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 asanoriginalandwillbeadmissibleasevidenceofthelease.
27. Additional Action. Lessee will promptly execute and deliver to Lessor such further documents and take such further action as Lessor may request inordertocant' 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 acertificateoftideforanyitemofEquipment/Vehicle that is required to be titled under the laws of any jurisdiction where the Vehicle(s) is or may be usedand/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 reimburseLessorfor) 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 standingcertificatesofLesseeandanyguarantorofLessee'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 oftitle 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 inLessee'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 FROMORINCONNECTIONWITHTHELEASESHALLBELITIGATEDINTHESTATEOFTHELESSOR'S PRINCIPAL PLACE OF BUSINESS. Lessee
consents to thejurisdiction and venue ofthe 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 ofthat 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, ANYDEALINGSBETWEENLESSEEANDLESSORRELATINGTOTHESUBJECTMATTEROFTHISTRANSACTIONORANYRELATED
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 ofthe 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 bejoint 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 bemodifiedexceptinwriting, 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 assignmenthereof. Lessee hereby authorizes Lessor, at its option and as contemplated by Section 9408 of the UCC orotherwise, to file financing statements coverin the_
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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 andthattheinterestratechargedundertheLeaseexceedsthemaximumrateofinterestallowedbyapplicablelaw, then the effective rate ofinterest hereundershallbeautomaticallyreducedtothemaximumlawfulrateallowableundertheapplicableusurylaws. Time is ofthe essence. The Lessee agrees and acknowledgesthatLessororitsassigneeisauthorizedandmayreportpayments, timeliness and failure ofLessee to make payments in accordance with the Master lease andanySupplement(s).
3l. Choice of Law. THE LEASE SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF INDIANA OR THE LESSOR'S PRINCIPALPLACEOFBUSINESS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW OR CHOICE OF LAW. This Master Lease shall not becomeeffectiveuntilacceptedbyLessoratitsabove-described office, and upon such acceptance shall, subject to Section 15 hereof, inure to and bind the parties, theirsuccessors, legal representatives and assigns. No provision hereofthat may be construed as unenforceable shall in any way invalidate any other provisionhereof, all ofwhich shall remain in full force and effect. All representations, warranties, indemnities and agreements of Lessee contained in the AgreementshallsurviveandcontinueinfullforceandeffectnotwithstandingterminationorexpirationoftheLease.
WARNING: No agent or employee ofSeller is authorized to bind Lessor to the Lease, to alter or waive any term or condition hereof, or to add any provisionhereto, notwithstanding any compensation or benefit that may be given by Lessor to Seller or any agent or employee ofSeller.
THE UNDERSIGNED AGREE TO ALL TERMS AND CONDITIONS SET FORTH ABOVE AND IN ANY SUPPLEIIIENT(S) AND IN WITNESSTHEREOFHEREBYEXECUTETHISMASTERLEASEAGREEMENT.
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 rLESSOR 40
uc uuuciaigucu warranrs mar shine is a duty authorized corporate officer, partner, member, manager, representative or proprietorofthe 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 oftheaboveandforegoingdocument.
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 ofthe 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 ofMotor 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/
CBY: C dcla BY: X11W
JIM BRAINARD ( it, Title)
This policy will be in the name of
ifdifferent 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.
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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