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HomeMy WebLinkAbout5.921 Original Contract Lease Agreement ~, GreatAmerica. .....::=... I.. A' J H GOO a,. 0 RAT I 0 H 5. q~J LESSOR: Gr9lltAmerltll leasing CDrporetlonll> . 625F1I1tSlRetSE, Cedar RIlplds. IA 52401 PO Box S09. Oldlr RIlplds, IA 52"106-0609 I..... No 493544 I !.ESSEE lherelnafter ,..ferred to as "You" or "You!"') I Full Legal Name I CIty Of Port Moeles, DBA City Atto~v AckIrllI8 Cky SllIllI ZIp County 321 E 6th St Port Angeles WA 98SB2-3206 1 VENDOR IVendor" not ar..tAmtrlol', A-t nor j. Vendor luthorlud to walvlI Dr lIter Inv IIIrm or condlUDn oUhl. L....l I Name City Slate Digital Imaging Solutions Port Angeles WA TeRMS AND CONDITIONS. PLEASE ReAD CAREFULLY BEFORE SIGNING QUantlly Typll, Mm, Model Numller of Equipment So # 1 SHARP MX-4501N 3tiZJ'7~/7'~ o See attached schedule for additional equipment. I EQUIPMENT LOCATION Ilf other than above) I Clly Slate County 321 e 5th St Port Angeles WA 60 MONTHL. Y RENTAL PAYMENTS OF $ 301.61 . (pillS lu) . SECURITY DEPOSIT $ 0 PURCHASE OPTION AT END OF TERM: (CHECK ONe) /ZI FAIR MARKET VALUE 0$1.00 OR POTHER L- % of equIpment cost) 1. LEASE AGlUI.EMIlHT. Subject III tIl. le1mI of lh. L.eaaII, Gl'RlAm.rtca l.UInQ COfllllmlon (.lao I'IIfer..-d 10 .. 'w.', 'U,' and '01.11") IIQIWIIS III 111- to Lan. (also iwlelTlld to .. "You' .nd 'YOU!"), .nd You ag,., to 1_ from Ua. the equlpmenl delcrlb.d abcwll ('Equipment') Dr In any achtclull ('Schlldulll') InCOrporlllino' thla Willi AQrHIlIlIlt ('L....' by rtlllrlnCIIlhat la IlQnad by You .nd approved by UIl. Tn. 1.... of EqulpllUlnl dlllClibed In thle L_ and the ,.... of Equlpm.nt d.scribed In aach Schedul. will canatilute Uplllll& I..Slng lntnaactJOn&, .ICtl of whictl II ,.Ia/ffld to herein ., . L..... This Lea.a contalnalll. entlrllemmgamlflt belwllln You and UI and no modlfjcaUona of thll LIM. Ihall bit Iff.CU\III unl...ln writing .nd l!goad by the plrtllll. 2- DEUVERY AND ACCEPTANCE OF EQUIPMENT. AcclIpllnc8 of th. Equlpmlnlocculll upon dl/lv&ry. When You ,.calw the equJpmen~ You 811_ 10 InllpllCllt and vertfy by lalllpl\llnll or In writing lIUch InfonnalJon al We I11IIY requlrs. You hereby luthOrtzll Ue 10 either lnaeI1 or correct ttl. l.8ue numllllt, aerial numblll'll, model numbel1\. lIeglnnlng date, elgnelunt dete, lIIId YDllJ'rJlIll1II. ONCE YOU SIGN THIS LEAlIE AND LESSOR ACCEPTS IT, THIS LEASE WILL BE NON..oANCELABLE FOR THE FULL l.EASE TERM. 3, GOVERNING LAW, CONSENT TO JURISDICTION AND VENUE OF LITIGATION. Thl, Lea.. and ..ch Schedule shall be gOVll1had by the IIIWa 01 Iowa. YOU AGREE THAT ANY DISPUTE ARISING UNDER OR RELATEO TO THIS LEASE WILL aE ADJUDICATED IN THE FEDERAL OR STATE COURT LOCATED IN CeDAR RAPIDS, IOWA. yOU HEREBY CONSeNT TO PERSONAl. JURISDICTION AND VENUE IN THAT COURT AND WAIVE ANY RIGHT TO TRANSPER VENUe. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY. ,"" ORlGINAUFACStMILE 81GNA TURE/SECOND PAGE. TI\II original of thla LeIIS sllall bll th.t copy which bUill a h1calmilo or orllllnel of Your .lgnslure lInd which bears Our otIQlnal'i;lIlIIUro. BY SIGNING THIS PAGE. YOU ACKNOWI.5DGE THAT YOU RECEIVED AND HAVE READ THE SECOND PAGE OF THIS 'TWO-PAGE LEASE. THIS LEASE IS SUBJECT TO THE TERMS AND CONCmONS PRiNTeD ON THIS SlOe AND ON THE REVERSE SlDE, ALL OF WHICH PERTAIN TO THIS LEASE AND WHICH YOU ACKNOIM..Et)GE HAVING READ. THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY LESSOR. YOU CERTIFY ALL ACTIONS REQUIRED TO AUTHORIZE ."", """""ON OF'''' ""'" "=0.0 "'"" """'ONon'. "^" ~hC=' . . ' . l.ESSMeatA~a l..e~ corporation...h I.ESSEE: (All Slated Above) ,,1,tJI9~ By: L-11 11'> (., Delli AQl:epled: {tp ~ "'ttay; X ~L. O~ Date: elgn.lu~ (( Slgn.ture Print Nams &T1Ue: . PrintNllme&T1Ue: Jrul.O L. .JT~It,""1 e",. 1"'.'~11l. UNCONDITIONAL GUARANTY TO LESSOR In con.ld.18UOn of ....uor enlllVlg InlO lI1e ebOVl Le..e In relIIlnCll IXl t1111I3UWl1nlY, Iho undetalan.d, JolnIIy and .everaUy, UIloondlUonallyend Inwcably llue..nllo 10 .....ar and to any allllgllft of LII,IOC', l/I. prampt p.ymenl and pIlfatmanCII 01 III of !.H..... obig.UonI under Ihe lbove ~e BIId III .ld'Uog and {\/lure L...... between l.ulOr lIl1d L11111111. The under~d ag....(./: (II IItlllhll t. .11_ of pl)'lllflll and nol of CGjIKIIlll\ Ind Ihet Llluor may prcClNCl dltlc~y a;.1nI111>> undel1llgrilll! wllhoot dl'POIlllll of .ny ..CUlIIY or Is.klng to colleCt IlIlm l.f.&-; (b) lO will.. III dalenl..1IIlI nolleH, Inoludlno tho.. 01 plCllelt. p....lmInt.nd allMlnd: (e) that wlllr may oxllno or elhllrwl.. cnlllgo !hi IIrnu or Ute lUI. without nolk>> Ii> the undanliglllld; and (d) to PlY IIll or Lallcr'1 _Ie of .nloream.nt Ind ccU.clJon. ThiI guarlnlll SUIIIiwa lhl blnluuplC)' of Ih. l.... .nd bInds the unelllf'llgned'l admlnl'lnllOlI. IUcc...or.end alllgn. Bnd WILL BE GOVSRNED AND CONSTRUED IN ACCORDANCE-WITH THE L.AWS OF THE STATe OF IOWA. THE UNDl!R5IGNEiD AGREES TO JURISDICTION AND VENUE OF FEDERAl AND STAlE COURTS IN UNN COUNTY,IOWA, AND WAIVE(Sj ANY RIGHT TO A JURY TRIAL. . X . , Individually X ,IndivIdually . ~- , UHJ ~ 01112ttDe07 Pege 1 of 2 tNAL ~. 6. TITLE Except for any software covered by thiS Lease (the "Software"), We are the owner of and have bije to the Equipment We do not have tlije to the Software We are Wet responsible for the Software or the obligations owed by either You or the licensor under any License Agreement for the Software If You properly exercise the purchase optIon, If any, for the Equipment, You understand that We do not own the Software and cannot transfer It to You Except as prOVided In thiS paragraph, all references to "Equipment" In this Lease Indudes the Software 6. NET LEASE YOU AGREE THAT YOU ARE UNCONDITIONALLY OBLIGATED TO PAY ALL RENT AND OTHER AMOUNTS DUE FOR THE ENTIRE LEASE TERM NO MAlTER WHAT HAPPENS, EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED, IF IT IS DEFECTIVE OR IF YOU NO LONGER CAN USE IT. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST RENT OR OTHER AMOUNTS DUE TO US OR TO ANYONE TO WHOM WE TRANSFER THIS LEASE, WHETHER YOUR CLAIM ARISES OUT OF THE LEASE, ANY STATEMENT BY THE VENDOR, OR ANY MANUFACTURER'S OR VENDOR'S LIABILITY, STRICT LIABILITY OR NEGLIGENCE OR OTHERWISE. THIS LEASE IS A "FINANCE LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. 7. DISCLAIMER OF WARRANTIES THE EQUIPMENT IS BEING LEASED TO YOU IN "AS-IS" CONDITION. NO INDIVIDUAL IS AUTHORIZED TO CHANGE ANY PROVISION OF THIS LEASE. YOU AGREE THAT WE HAVE NOT MANUFACTURED THE EQUIPMENT AND THAT YOU HAVE SELECTED THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. YOU HAVE NOT RELIED ON ANY STATEMENTS WE OR OUR EMPLOYEES HAVE MADE. WE HAVE NOT MADE AND DO NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY CLAIM THAT YOU MAY HAVE OR ASSERT AGAINST THE VENDOR OR EQUIPMENT MANUFACTURER, THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, DESIGN, CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW. You are aware of the EqUipment manufacturer and You will contact the manufacturer for a deSCription of Your warranty nghts, of any PrOVided You are not In default under this Lease, You may enforce all warranty nghts directly against the manufacturer of the EqUipment You agree to seWe any dispute You may have regarding performance or maintenance of the EqUIpment directly with the manufacturer or Vendor of the EqUipment 8. TERM. RENT AND SECURITY DEPOSIT Payments are due monthly, beginning the date EqUipment IS delivered to You, or any later date deSignated by Us and continuing on the same day of each follOWing month until fully paid We may charge You a reasonable fee to cover documentation and investigation costs Secunty deposit IS refundable to You when the Lease expires, prOVided all Lease terms and condlbons have been properly fulfllled by You Secunty depOSits and rental payments may be commingled and do not earn Interest You may not payoff this Lease In full and return the EqUipment prior to the end of the Lease teon Without our consent and We may charge You, In addition to the other amounts owed under thiS Lease, an early termination fee equal to five percent (5%) of the total amount We paid for the EqUipment 9. USE AND MAINTENANCE You agree that the EqUipment Will be used for bUSiness purpose only You Will keep the Equipment In good repair, condition and working order, except ordinary wear and tear, and Will furnish all parts and serviCing reqUired EqUipment supplies and maintenance are not part of thiS Lease You may modify the EqUIpment only With Our pnor wntten consent 10. LOCATION, INSPECTION AND RETURN OF EQUIPMENT. You Will not move the EqUipment from Its locatIon noted In thiS Lease Without Our pnor wntten consent We Will have the nght to enter the premises where the EqUipment IS located In order to confirm the eXistence, condltJon and proper maintenance of the EqUipment At the explratJon of the Lease term or other termlnabon, You will Immediately retum the EqUipment at Your expense, In Average Saleable Condition, to such place as IS deSignated by Us "Average Saleable Condlbon" means the Equlpment.s Immediately available for use by another lessee WithOUt the need of any repair or refurbishment Should You fall to return the EqUipment at the end of the Lease term. thiS Lease shall automatically renew, month to month, until the Equipment IS retumed In the manner prOVided herein, despite wntten notification from You to the contrary 11. LOSS OR DAMAGE You assume and bear the risk of loss or damage to the EqUipment If the EqUipment IS lost or damaged, You agree to replace or repair the EqUipment and to contJnue to pay rent 12. INSURANCE You agree (a) to keep the EqUipment fully Insured against loss at ItS replacement cost, With Us named as loss payee, (b) to maintain comprehenSive public liability Insurance acceptable to Us, (c) to prOVide proof of Insurance satisfactory to Us no later than thirty (30) days follOWing the commencement of thiS Lease, and thereafter upon Our wnllen request, (d) If You fall to obtain and maintain property loss Insurance sabsfactory to Us and/or You fall to prOVide proof of such Insurance to Us Within thirty (30) days of the commencement of the Lease, We have the option, but not the obligation, to secure property loss Insurance on the EqUipment from a carner of Our chOOSing In such forms and amounts as We deem reasonable to protect Our Interests, (e) If We place Insurance on the EqUipment, We Will not name You as an Insured and Your Interests may not be fully protected, (I) If We secure Insurance on the EqUipment, You Will pay Us an amount for the premium which may be higher than the premium that You would pay If You placed the Insurance Independently and may result In a profit to Us through an Investment In reinsurance Any Insurance proceeds received will be applied, at Our option, (I) to repair. restore or replace the EqUipment, or (II) to pay Us the remaining balance of the Lease plus Our esbmated reSidual value, both discounted at 6% per year 13. INDEMNITY We are not responSible for any losses or InJunes caused by the Installabon or use of the EqUipment, and You agree to Indemnify Us With respect to all claims for losses Imposed on, Incurred by or asserted agalOst Us IncludlOg attomey's fees and costs of defense, plus Interest, where such claims In any way relate to the EqUipment Furthermore, You agree. If requested by Lessor. to defend Us agalOst any claims for losses or IOJunes caused by the EqUipment 14. TAXES You agree that You Will pay when due either dlrecijy or by reimburSing Us, all taxes relating to thiS Lease and the EqUipment 15. DELINQUENT AMOUNTS AND ADVANCES If any rent or additional amounts reqUired to be paid by You under thiS Lease are not paid when due, such overdue amount Will accrue Interest, from the due date until paid, at the lower one and one-half percent (1 5%) per month or the highest rate allowed by applicable law In addition, You Will pay Us a "late charge" equal to 1) the greater of ten (10) cents for each dollar overdue or twenty-sIx dollars ($26.00), or 2) the highest lawful charge, whichever IS less ThiS late charge Will be due and payable With the next monthly rental payment due In the event that We have to make advance payments of any kind to preserve the leased property, or to discharge any tax, the amount advanced by Us Will be repayable by You to Us, together With Interest unlll paid 16. SOFTWARE We do not have trtJe to the Software We are not responSible for the Software or the obllgallons owed by either You or the licensor under any License Agreement for the Software If You properly exerCIse the purchase option. If any, for the EqUipment, You understand that We do not own the Software and cannot transfer It to You Except as prOVided In thiS paragraph, all references to "EqUipment" In thiS Lease Includes the Software 17. DEFAULT AND REMEDIES Any of the follOWing events or condlbons will constitute default hereunder (a) You fall to pay any sum due Us on or before the due date thereof, (b) You filii to observe or perform any other term, covenant or condition of thiS Lease and such failure contJnues for ten (10) days follOWing the receipt of wntten notice from Us, (c) the filmg by or agalOst You of a petition under the Bankruptcy Code or under any other Insolvency law prOViding for the relief of debtors, (d) the voluntary or Involuntary makmg of an assignment or sale of a substanbal porllon of your assets, apPointment of a receiver or trustee for You or for Your assets, commencement of any formal or Informal proceeding for diSSolution, IiqUldabon, seWement of claims against or Winding up of Your affairS, or You cease domg bUSiness as a gOing concern, (e) any representation or warranty made by You herein or In any document delivered by You In connection here Will prove to have been misleading In any matenal respect when made, or (f) You are In default under any other contract With Us Upon the occurrence of an event of default, We may, at Our option, require You pay 1) all past due amounts under thiS Lease. and 2) all future amounts owed for the unexpired term, discounted at the rate of 6% per annum Upon a default, We may also choose to repossess the EqUipment If We do not choose to repossess the EqUipment, You Will also pay to Us our estimated reSidual value for the EqUipment We may also use any other remedies available to Us under applicable law Although You agree that We have no obligation to sell the EqUipment, of We do sell the EqUipment, We Will reduce the amount You owe by what We receive, less applicable expenses These remedIes WIll be applied, to the extent allowed by law, cumulallvely In addlllon, You agree to pay Us all costs and expenses, IncludlOg attomey's fees, Incurred by Us. In exercising or attempting to exercise any of Its nghts or remedies If thiS Lease IS deemed to create a secunty Interest, remedies will Include those available under Arllcle 9 of the UCC A waIver of default shall not be construed as a waiver of any other or subsequent default . 18. ASSIGNMENT. You have no nght to sell, assign or sublease the EqUipment or thiS Lease WE MAY SELL OR ASSIGN THIS LEASE OR OUR RIGHTS IN THE EQUIPMENT, IN WHOLE OR IN PART, TO A THIRD PARTY WITHOUT.NOTICE TO YOU. YOU AGREE THAT IF WE SELL OR ASSIGN AN INTEREST IN THIS LEASE, THE ASSIGNEE WILL HAVE OUR RIGHTS, BUT WILL NOT HAVE OUR OBLIGATIONS AND WILL NOT BE SUBJECT TO ANY CLAIM, DEFENSE OR SET-OFF THAT YOU COULD ASSERT AGAINST US OR ANY OTHER PARTY. 19. MISCELLANEOUS If a court flOds any prOVISion of thiS Lease to be unenforceable, the remalOlng teons of thiS Lease shall remain In effect All of Your wntten notices to Us must be sent by certlfled mail You agree that thiS Lease IS the enllre agreement between You and Us regarding the lease of the EqUipment and supersedes the terms and conditions contained 10 any purchase order relallng to the EqUipment 20. OPTION TO PURCHASE AND RENEW PrOvided You are not 10 default, We grant You the opllon to purchase all (not part) of the EqUipment at the explrallon of the term of thiS Lease at the Purchase Option amount stated on the front, payable In cash to Us or Our ASSignee. AS-IS. WHERE IS, WITH NO EXPRESS OR IMPLIED WARRANTY. Renewal of thiS Lease Will be automallc, on a monthly baSIS, unless You deliver to Us wntten nollce at least sixty (60) days pnor to the expiration of the term or the renewal term 21. CUSTOMER WAIVERS You waive nollces of Our mtent to accelerate the rent, the acceleration of the rent and of the enforcement of Our nghts To the extent You are permitted by law, You waive all nghts and remedies You have by Article 2A (Secllons 508-522) of the UOIform Commercial Code, IOcludlOg but not limited to Your nghts to (I) cancel or repudiate the Lease, (II) reject or revoke acceptance of the EqUipment, (Ill) recover damages from Us for any breach of warranty or for any other reason, and (IV) grant a secunty Interest In any Equipment In Your possession To the extent You are permitted to by law, You also waive any nghts You now or later may have under any statute or otherwise which reqUire Us to sell, lease or otherwise use any EqUipment to reduce Our damages or which may otherwise limit or modify any of Our nghts or remedies Any actton You take against Us for any default, including breach of warranty or IndemOlty, must be started Within one (1) year after the event which caused It We Will not be liable for speCifiC performance of thiS Lease or for any losses, damages. delay or failure to deliver the EqUipment You authonze Us to sign on Your behalf and file at any time any documents In connection With the UCC Lease No. 493544 Initials X lL9 01025_0607 Page 2 of 2 6. ..... TITLE Except for any software covered by thiS Lease (the "Software"), We are the owner of and have tJUe to the EqUipment We do not have title to the Software We are not responsible for the Software or the obligations owed by either You or the licensor under any License Agreement for the Software If You properly exercise the purchase option, If any, for the EqUipment, You understand that We do not own the Software and cannot transfer It to You Except as provided In thiS paragraph, all relerences to "EqUipment" In thiS Lease Includes the Software 6. NET LEASE YOU AGREE THAT YOU ARE UNCONDITIONALLY OBLIGATED TO PAY ALL RENT AND OTHER AMOUNTS DUE FOR THE ENTIRE LEASE TERM NO MATTER WHAT HAPPENS, EVEN IF THE EQUIPMENT IS DAMAGED OR DESTROYED, IF IT IS DEFECTIVE OR IF YOU NO LONGER CAN USE IT. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST RENT OR OTHER AMOUNTS DUE TO US OR TO ANYONE TO WHOM WE TRANSFER THIS LEASE, WHETHER YOUR CLAIM ARISES OUT OF THE LEASE, ANY STATEMENT BY THE VENDOR, OR ANY MANUFACTURER'S OR VENDOR'S LIABILITY, STRICT LIABILITY OR NEGLIGENCE OR OTHERWISE. THIS LEASE IS A "FINANCE LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. 7. DISCLAIMER OF WARRANTIES THE EQUIPMENT IS BEING LEASED TO YOU iN "AS-IS" CONDITION NO INDIVIDUAL IS AUTHORIZED TO CHANGE ANY PROVISION OF THIS LEASE. YOU AGREE THAT WE HAVE NOT MANUFACTURED THE EQUIPMENT AND THAT YOU HAVE SELECTED THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. YOU HAVE NOT RELIED ON ANY STATEMENTS WE OR OUR EMPLOYEES HAVE MADE. WE HAVE NOT MADE AND DO NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY CLAIM THAT YOU MAY HAVE OR ASSERT AGAINST THE VENDOR OR EQUIPMENT MANUFACTURER, THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, DESIGN, CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW. You are aware 01 the EqUipment manufacturer and You Will contact the manufacturer for a descnptlon 01 Your warranty nghts, If any ProVided You are not In default under thiS Lease, You may enforce all warranty nghts directly against the manufacturer of the EqUipment You agree to settle any dispute You may have regarding performance or maintenance of the EqUipment dlrecUy With the manufacturer or Vendor of the EqUipment 8 TERM, RENT AND SECURITY DEPOSIT Payments are due monthly, beginning the date EqUipment IS delivered to You, or any later date deSignated by Us and continUing on the same day of each follOWing month until fully paid We may charge You a reasonable fee to cover documentatJon and investigation costs Security depOSit IS refundable to You when the Lease expires, provided all Lease terms and conditions have been properly fulfilled by You Secunty depOSits and rental payments may be commingled and do not earn Interest You may not payoff thiS Lease In full and return the EqUipment pnor to the end of the Lease term Without our consent and We may charge You, In addition to the other amounts owed under th.s Lease, an early termination fee equal to five percent (5%) of the total amount We paid for the EqUipment 9. USE AND MAINTENANCE You agree that the EqUipment Will be used for bUSiness purpose only You Will keep the EqUipment In good repair, condition and working order, except ordinary wear and tear, and wdl furnish all parts and servicing reqUired EqUipment supplies and maintenance are not part of thiS Lease You may modify the EqUipment only wrth Our pnor written consent 10. LOCATION, INSPECTION AND RETURN OF EQUIPMENT. You Will not move the EqUipment from .ts location noted In thiS Lease Without Our prior written consent We wdl have the nght to enter the premises where the Equlpment.s located In order to confirm the eXlstence, COndition and proper maintenance of the EqUipment At the expiration of the Lease term or other termination, You Will Immediately return the EqUipment at Your expense, In Average Saleable Condition, to such place as IS deSignated by Us -Average Saleable Condlllon" means the EqUipment IS ImmedIately available for use by another lessee Without the need of any repair or refurbishment Should You fall to return the EqUipment at the end of the Lease term, thiS Lease shall automatically renew, month to month, until the Equipment IS returned In the manner provided herein, despite wntten notification from You to the contrary 11. LOSS OR DAMAGE You assume and bear the risk of loss or damage to the EqUipment If the EqUipment IS lost or damaged, You agree to replace or repair the EqUipment and to contmue to pay rent 12. INSURANCE You agree (a) to keep the EqUipment fully Insured against loss at ItS replacement cost, With Us named as loss payee, (b) to mamtalO comprehenSive public liability IOsurance acceptable to Us, (c) to provide proof of Insurance satisfactory to Us no later than thirty (30) days follOWing the commencement of thiS Lease, and thereafter upon Our wntten request, (d) If You fall to obtalO and malOtam property loss Insurance sallsfaclory to Us andlor You fail to prOVide prool of such Insurance to Us Within thirty (30) days of the commencement of the Lease, We have the option, but not the obligation, to secure property loss IOsurance on the EqUipment from a carner of Our chOOSing 10 such forms and amounts as We deem reasonable to protect Our Interests, (e) If We place Insurance on the EqUipment, We Will not name You as an IOsured and Your IOterests may not be fully protected, (f) If We secure IOsurance on the EqUipment, You Will pay Us an amount for the premium which may be higher than the premium that You would pay If You placed the IOsurance IndependenUy and may result m a profit to Us through an Investment m relOsurance Any Insurance proceeds received Will be applied, at Our option, (I) to repa", re5tore or replace the EqUipment, or (II) to pay Us the remalOlOg balance of the Lease plus Our esllmated reSidual value, both discounted at 6% per year 13. INDEMNITY We are not responsible for any losses or IOJunes caused by the Installabon or use of the EqUipment, and You agree to .ndemnlfy Us With respect to all claimS for losses Imposed on, mcurred by or asserted agalOst Us mcludlOg attorney's fees and costs of defense, plus Interest, where such claims In any way relate to the EqUipment Furthermore, You agree, If requested by Lessor, to defend Us agalOst any claims for losses or injuries caused by the EqUipment 14. TAXES You agree that You Will pay when due either directly or by reimburSing Us, all taxes relatlOg to thiS Lease and the EqUipment 15. DELINQUENT AMOUNTS AND ADVANCES If any rent or addlllonal amounts reqUired to be paid by You under thiS Lease are not paid when due, such overdue amount Will accrue Interest, from the due date until paid, at the lower one and one-half percent (1 5%) per month or the highest rate allowed by applicable law In addition, You Will pay Us a "late charge" equallo 1) the greater of ten (10) cents for each dollar overdue or twenty-sIx dollars ($26 00), or 2) the highest lawful charge, whichever IS less ThiS late charge Will be due and payable With the next monthly rental payment due In the event that We have to make advance payments of any kmd to preserve the leased property, or to discharge any tax, the amount advanced by Us Will be repayable by You to Us, together With Interest until paid 16. SOFTWARE We do not have lltle to the Software We are not responsible for the Software or the obligations owed by either You or the licensor under any License Agreement for the Software If You property exercise the purchase option, If any, for the EqUipment, You understand that We do not own the Software and cannot transfer It to You Except as prOVided In thiS paragraph, all references to "EqUipment" In thiS Lease Includes the Software 17 DEFAULT AND REMEDIES Any of the followmg events or condllions Will constitute default hereunder (a) You fall to pay any sum due Us on or before the due date thereof, (b) You fall to observe or perform any other term, covenant or condition of thiS Lease and such failure contJnues for ten (10) days followlOg the receipt of written notice from Us, (c) the flhng by or against You of a petition under the Bankruptcy Code or under any other Insolvency law provldlOg for the relief of debtors, (d) the voluntary or IOvoluntary making of an assignment or sale of a substanbal portion of your assets, appolOtment of a receiver or trustee for You or for Your assets, commencement of any formal or Informal proceeding for dlssolulion, hqUldallon, settlement of claims against or wlndlOg up of Your affairS, or You cease dOing bUSiness as a gOing concern, (e) any representation or warranty made by You herein or In any document delivered by You In connection here will prove to have been mlsleadmg many matenal respect when made, or (f) You are In default under any other contract With Us Upon the occurrence of an event of default, We may, at Our option, reqUire You pay 1) all past due amounts under thiS Lease, and 2) all future amounts owed for the unexpired term, discounted at the rate of 6% per annum Upon a default, We may also choose to repossess the EqUipment If We do not choose to repossess the EqUipment, You Will also pay to Us our estimated reSidual value for the EqUipment We may also use any other remedies available to Us under applicable law Although You agree that We have no obligatJon to sell the EqUipment, If We do sell the EqUipment, We Will reduce the amount You owe by what We receive, less applicable expenses These remedies Will be applied, to the extent allowed by law, cumulalively In addillon, You agree to pay Us all costs and expenses, IOcluding attorney's fees, Incurred by Us, In exercIsing or attempllng to exercise any of Its rights or remedies If thiS Lease IS deemed to create a secunty mterest, remedies Will mclude those available under Article 9 of the UCC A waiver of default shall not be construed as a waiver of any other or subsequent default 18. ASSIGNMENT. You have no nght to sell, assign or sublease the EqUipment or thiS Lease WE MAY SELL OR ASSIGN THIS LEASE OR OUR RIGHTS IN THE EQUIPMENT, IN WHOLE OR IN PART, TO A THIRD PARTY WITHOUT NOTICE TO YOU YOU AGREE THAT IF WE SELL OR ASSIGN AN INTEREST IN THIS LEASE, THE ASSIGNEE WILL HAVE OUR RIGHTS, BUT WILL NOT HAVE OUR OBLIGATIONS AND WILL NOT BE SUBJECT TO ANY CLAIM, DEFENSE OR SET-OFF THAT YOU COULD ASSERT AGAINST US OR ANY OTHER PARTY, 19. MISCELLANEOUS If a court flOds any prOVISion of thiS Lease to be unenforceable, the remaining terms of thiS Lease shall remain In effect All of Your Written nOlices to Us must be sent by certified mall You agree that thiS Lease IS the enllre agreement between You and Us regarding the lease of the EqUIpment and supersedes the terms and conditions contained 10 any purchase order relating to the EqUipment 20. OPTION TO PURCHASE AND RENEW ProVided You are not In default, We grant You the option to purchase all (not part) of the EqUipment at the explralion of the term of thiS Lease at the Purchase Oplion amount stated on the front, payable In cash to Us or Our ASSignee, AS-IS, WHERE IS, WITH NO EXPRESS OR IMPLIED WARRANTY. Renewal of thiS Lease Will be automallc, on a monthly baSIS, unless You deliver to Us written notice at least sixty (60) days pnor to the exp"atlon of the term or the renewal term 21. CUSTOMER WAIVERS You waive notices of Our mtent to accelerate the rent, the acceleration of the rent and of the enforcement of Our rights To the extent You are permitted by law, You waive all rights and remedies You have by Article 2A (Sections 508.522) of the Uniform Commercial Code, IncludlOg but not limited to Your nghts to (I) cancel or repudiate the Lease, (II) reject or revoke acceptance of the EqUipment, (III) recover damages from Us for any breach of warranty or for any other reason, and (IV) grant a security Interest In any EqUipment in Your possession To the extent You are permitted to by law, You also waive any rights You now or later may have under any statute or otherwise which require Us to sell, lease or otherwise use any EqUipment to reduce Our damages or which may otherwise limit or modify any of Our nghts or remedies Any action You take against Us for any default, IncludlOg breach of warranty or Indemnlly, must be started Within one (1) year after the event which caused It We Will not be liable for speCifiC performance of thiS Lease or for any losses, damages, delay or failure to deliver the Equipment You authonze Us to sign on Your behalf and file at any time any documents m conneclion With the UCC Lease No. 493544 Imtlals X JLP 01025_0607 Page 2 of 2 Non-Appropriation of Funds Addendum This is an addendum ("Addendum") to and part of that certain agreement between GreatAmerica Leasing Corporation ("Obligee") and City of Port Angeles ("Obligor"), which agreement is identified in Obligee's records as agreement number 483544 ("Agreement"). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. You hereby represent and warrant to Us that as of the date of the Agreement, and throughout the Agreement Term: (a) the individual who executed the Agreement had at the time of execution of the Agreement full power and authority to execute the Agreement; and that all required procedures necessary to make the Agreement a legal and binding obligation of the Obligor have been followed; (b) the Equipment is essential to the immediate performance of an authorized governmental or proprietary function and shall be used during the Agreement Term only by You and only to perform such functIon, (c) that all payments due and payable for the current fiscal year are within the current budget and are within an available, unexhausted and unencumbered appropriation. In the event You are not granted funds in future fiscal years for the Equipment subject to the Agreement or for equipment which is functionally similar to the Equipment and operating funds are not otherwise available to You to pay the rent and other payments due under the Agreement, and there IS no other legal procedure or available funds by or with which payments can be made to Us, and the appropriation did not result from an act or omission by You, You shall have the right to return the Equipment in accordance with the terms of the Agreement and termInate the Agreement on the last day of the fiscal period for which appropriations were received. At least thirty (30) days pnor to the end of Your fiscal year, Your legal counsel shall certify in writing that (a) funds have not been appropriated for the next fiscal year; (b) such non-appropriation did not result from any act or failure to act by You; and (c) You have exhausted all funds legally available for payment of rent. GreatAmerica Leasing Corporation Obligee City of Port Angeles Obligee Signature Obligor By: X ~L,O~ Obligor Signature JElAC.6 1, 'srtlt.h~, ",.., ....~N.A.tt Print Name & Title Date II/,,,I'i By: Print Name & Title Date Accepted: 07NA_1207 -- '-:~- i"~1-~"('" ,..,~-~" -": -. ._~ , . __ - - , - :5'.4 e:l~J 'PORT'ftl' " ':'NGE" L'E> S" -',- , : ~ j-. " -.f ; ~ I,' _ I < - ~ ; 'f ,,'" ": . '- W ,A S ,H I ,NG TON, lJ. ~S'.' A:-- , Legal Department November 19, 2008 - ,\ , Steve Webb, President' ' - Digital Imaging Solutions,' Inc. 827 E. First Street Port Angeles, WA98362 Re: Lease Agreement No. 493544 for,~ Sharp 'MX-45 0 IN Dear Mr. "Webb: " <' :~3 - ,~ Enclosed please find the originaf-Lease Agreement'for,a new Sharp copIer/fax/scanner for the L~gaI.Department, signed by City Manager Jetald 'L. 'Ostenmm. Please return 'to us a fully executed copy ofthe 'Lease Agreemen~ for our records El?d provide anmstallafron schedule. Welook forward to installation of the new machine in:the near futUre. - i: r~_ , ~ ~, < , Very truly yours, 84 h~- William E. Bloor, ' City Attorney V:;c' Becky J. Upton, City Clerk -': :' '^ ,~ Enclosure ViTEB: dl G ILEGALILETTERS\LETTERS 2008\DlgltaJ Imaging Sharp Copier Lease] ] 1908 wpd ,\ <-- --, T ~ _; ,'_ ' L \ ' \ :. " ~ ' . , " ,,~ Phone: 360-417-4530 I Fax: 360-417-4529 Website' Wwwcltyofpa.us / Email: attorney@cltyofpa.us 321 East FIfth Street - PO. Box 1150/ pOrt Anqeles, WA 98362-0217