The URL can be used to link to this page

Home My WebLink About94-88 ... THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 94-88 Being a By-law to authorize the execution of a Lease Agreement with Municipal Leasing, Markham, Ontario THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute on behalf of the Corporation of the Municipality of Clarington, and seal with the Corporation Seal, a Lease Agreement between Municipal Leasing and said Corporation, which is attached hereto and marked Schedule "A". By-law read a first and second time this 13th day of June, 1994. By-law read a third time and finally passed this 13th day of June, 1994. ~d'/~ // SCHEDULE IIAII ~ESSOR: MUNICIPAl. I.EASING ~ Municipal Financial OR The Municipal Leasing Corporation Trust Company whichever executes this Lease Contract, below, as Lessor 7100 Woodbine Avenue, Suite 400, Markham, Ontario L3R 5J2 Telephone: (905) 946-2155 LEASE CONTRACT ,CUENT NO. .,'LEASE NO,' PLEASE REFER TO THESE NUMBERS QUANTITY EQUIPMENT DESCRIPTIQN (include Make, Model and Serial No,) I,)'J:::: C/\,j .~,v ,vi> 1'500 (J f" or oc ..J (' J Fr.." 01\,/;: (~I:" ( Jr." /A '- A r I'v ("' J> n', 4 ''-1 E- ,v .;- ,r="e E J) F P_ 11.t/ J 1l'(.J~ /Jiy D",J " .. f) t'c E- /'_ ":,' ( 't.: r r=: rl EQUIPMENT LQCA TION: Lessee Address below or {specify] SUPPLEMENTAL PROVISIONS OF THIS LEASE CONTRACT (If any): j/\j(, 'j'ijo II' lI\)l~ .:'1 t>../ ,7>if',qW/I O,V j --- SUPPLIER (1 . E (.,'~'/{ "",.oj" TERM (No. 0/ "I NO. OF PERIODIC RENTAL I PMTS WILL BE)lADE IN ADVANCE I PERIODIC RENTAL 1:1 .. ' I GST" _u...~ PERIODIC RENTAL Complele Months) j..(;. rMTS DURING SAID TERM L (, MONTHLY B' QUARTERLY 0 AMOUNT Exclusive ofTax j 77. COI PST" PAYMENT. . Based on current taxes and tax rates. (Sales Tax Exemption Certfflcate required If sales tax exemption is claimed.) TERMS AND CONDITIONS OF LEASE CONTRACT - ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF FORM PART OF THIS LEASE CONTRACT. 1. TERM. THIS LEASE CONTRACT ("LEASE") IS NOT BINDING ON LESSOR UNTIL SIGNED under any manufacturer's or supplier's warranties and will assign to Lessee such warranties (to BY LESSOR. Lessee agrees 10 lease Ihe property described above and all accessories supplied Ihe eldent assignable). IF THE EQUIPMENT IS NOT PROPERLY INSTALLED AND/OR IS NOT therewilh (the "Equipment") on the terms set forth in this Lease. The term 01 this Lease ("Term") OR DOES NOT FUNCTION OR PERFORM, AS REPRESENTED OR WARRANTED BY begins on the date the equipmenf is shipped to Lessee. Unless sooner terminated by Lessor. the MANUFACTURER OR SUPPLIER AND/OR DOES NOT FUNCTION OR PERFORM AS Term will end aner the number 01 Iilonths specified above lrom the date the Term commences; INTENDED BY LESSEE AND/OR TOTALLY FAILS TO FUNCTION OR PERFORM OR IS OR provided, however. thai if Ihe Term commences on OTHER THAN the 1st day of a month. the BECOMES UNSATISFACTORY OR UNACCEPTABLE TO LESSEE FOR ANY REASON Term shall be extended 10 the last day of the month in which the Term would otherwise expire. WHATSOEVER LESSEE (a) will look to Lessor only for co-operation In the enforcement of "1 ermlnatlon Date" means the date on which the Term ends. according to this Section. any warranty obligations 01 manulacturer or supplier,and (b) AGREES THAT SUCH EVENT 2. PA YMENTS. Lessee agrees to pay rent as tollows: (a) if the Term commences on other than OR EVENTS DO NOT CONSTITUTE A BREACH OF THIS LEASE BY LESSOR, LESSEE'S the 1st day of a month. Lessee will pay pro rala rent from the date 01 shipment to the end of the SOLE REMEDY (IF ANY) SHALL BE AGAINST MANUFACTURER OR SUPPLIER DIRECTlY month in which shipment look place and (b) Ihe Periodic Renta(Payment ("Renta!") for the lirst AND NOT AGAINST LESSOR. This Lease may be amended only in wrillng. signed by Lessor and complete calendar period of the Term when Lessee executes this Lease; and (c) subsequent Lessee. LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY Rentals In advance on the 1st day ot each calendar period ot Ihe Term. Lessee shall make all SALESPERSON, NOR ANY BROKER OR OTHER INTERMEDIARY, IS AN AGENT OF payments at Lessor's oflice shown above. or as Lessor specifies in wriling. Lessor's invoice is LESSOR AND THAT NONE OF THESE HAS ANY AUTHORITY TO ALTER OR WAIVE ANY NOT a condition 01 Lessee's obligation to pay Rentals and/or interest charges when due. PROVISION OF THIS LEASE OR TO BIND LESSOR IN ANY WAY and Lessee represents and Lessee's obligations under this Lease shall be absolute and unconditional under all warrants that no such person purported 10 acl as Lessor's agent. " circumstances whalsoover and, without limitation, ALL AMOUNTS PAYABLE HEREUNDER 5. LOCATION AND USE. The Equipment shall be located at the place designated above ARE AND WILL CONTINUE TO BE PAYABLE IN FULL, WITHOUT ABATEMENT, and not elsewhere without the prior wrillen consent ot Lessor. which consent may be arbitrarily DEFERMENT OR SET, OFF WHATSOEVER, REGARDLESS OF ANY CLAIM OR DEFENCE withheld. Lessee agrees to use and operate the Equipment in a carefui and prudent manner and WHATSOEVER WHICH LESSEE MAY AT ANY TIME HAVE AGAINST LESSOR. SUPPLIER, in compliar,ce wilh all supplier's and/or manulacturer's recommendations, and not for any unlawlul MANUFACTURER OR ANY OTHER PERSON. Any amount not paid when due shall bear purpose. Lessee shall cause or permit the Equipment to be maintained and operated, at Lessee's Interest Irom its due date until paid at an annual rate 01 Interest equal to 24 percent per expense, by competent and qualified personnel only. Lessee represents Ihat the Equipment will annum, calculated dally, and payable monthly on the first day 01 each month, before and be used lor business purposes only. after any termination of this Lease and both before and aller Delaun and/or judgment Lessee will 6. COMPLIANCE WITH LAWS; ENCUMBRANCES; TAXES. Lessee. al ils expense. shall (a) reimburse Lessor tor any service charges lor any cheQues or olher payments not honoured and comply wilh all laws. present and future. relating to this Lease and/or the Equipment. its will additionally pay Lessor a service charg'l of $20.00 for handling each such item. ownership, shipment, delivery, installation. inspection, possession, operalion, maintenance. 3. NON-CANCELLAHLE LEA<;E, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS condilion. and/or storage; and (b) keep the Equipment free and ciear of all Liens; and (c) pay all LEASE CANNOT BE RESCINDED OR TERMINATED. licence, registration and other lees and all sales. use, property. goods and services and other 4. ENTIRE AGREEMENT NO REPRESENTA TlONS OR WARRANTIES. THIS LEASE taxes. levies, duties, assessments and charges. including any Increases therein and/or those CONSTITUTES THE ENTIRE AGREEMENT BETWEEN LESSOR AND LESSEE. LESSEE hereafter Imposed, ("Taxes") payable direclly or indirectly in respect of (i) this Lease, (ii) any ACKNOWLEDGES THAT THERE ARE NO INDUCEMENTS, REPRESENTATIONS, payments under this Loase. or (ili) the EqUipment. ns purchase. sale, ownership, repair. servicing, AGREEMENTS WARRANTIES CONDITIONS OPTIONS OR TERMS ORAL OR WRITTEN use. operation, or otherwise related therelo, and whelher Taxes are levied against Lessee. Lessor EXPRESS OR ',MPLIED STATlJTORY COU'ATERAL CUSTOMARY OR OTHERWISE OF or the EqUipment and regardless of how any Tax is designated. ANY KINO WHATSOE'VER MADE OR GIVEN BY 'OR ON BEHALF OF LESSOR OR 7. TITLE Title to the Equipment shall at all times remain In Lessor and Lessor shall retain all the OPERATING IN FAVOUR OF LESSEE WITH RESPECT TO THE EQUIPMENT (including, benefits ~f ownership. Lessee shall have no right, title or Interest (legal or equitable) In or 10 without limitation, its condilion, capabilities, use, operation, fitness lor any particular the EqUipment other than, conditional upon Lessee's compliance wilh this Lease, the right purpose, conlormity to sample or specifications, durability, quality, merchantability, to possess and use the. Equipment. Lessee shall not, and shall not purport to (i) sell, transfer, design, Ireedom Irom LIens, or compliance with the requirements 01 any law, purchase sublet, or create any lien upon the Equipment; (II) permit any third party to possess the order or contract) or any other matter whatsoever, other than as may be expressly stated In Equipment or permit it to be placed In jeopardy of conliscation or seizure or in any manner deal this Lease. Lessee acknowledges (a) that It alone has selected the Equipment and the With It or permit it to be deall with so as to possibly deleat. prejudice or impair Lessor's rights or supplier; and (b) that Lessor Is not an agent 01 manulacturer or supplier. THE SOLE Interest therein. Lessor may substitute similar equipment, in comparable condition, for the OBLIGATION OF LESSOR UNDER THIS LEASE IS TO PERMIT QUIET POSSESSION OF THE Equipment EQUIPMENT ON AN "AS IS" BASIS AS LONG AS NO DEFAULT HAS OCCURRED. Lessor 8. ACCESSORIES AND ADDITIONS. Any additional equipment or accessories installed in or will give its reasonable co-operation to Lessee to assert. at Lessee's expense. Lessor's rights upon the Equipment will immediately form part of the Equipment and belong to Lessor. THE UNDERSIGNED ACKNOWLEDGES HAVING READ THE ENTIRE LEASE AND ACCEPTS THE TERMS AND CONDITIONS THEREOF. FULL LEGAL NAME IS) OF LESSEE(S) HUVI(..lp.q(..lry O~ C {, A Po (01./ v t <:> ,'''/ ADDRESS (INC. CITYITOWN) 1..,1' i E/-'!('EI'..~N<E S i 130, oJf'1')II,/:/, (. (. F...- hA J, I POSTAL CODE PERSON TO CONTACT TITLE I TEL NO. <(C'i-, tt..~ 3~7'9 (INC. AREA CODE) Executed The undersigned affirm(s) that he/she is (they are) duly authorized to execute this LEASE CO JRACT. -L113jJJL____,... ., Cc - I.; U-.t ~~~lItIr ' ". 1 , ~ ~d TCI L~ ~",.,~~ r}Jf MUNICIPAL LEASINdUG III 3 LjS fN '9q /J _-;/ ,6b-fY. Telephone: (905) 946-2155 Fax No. (905) 477-8829 ..,.- 7100 Woodbine Avenue, Suile 400 Markham, Ontario L3R 5J2 Since 1983 r ~ IBJJrcIBIlWJ]m -. ~<g AU6 1 1 1911,;. Dear Lessee. M~~!.l~it~~:~ ;~~;;~;'M~0 Please find enclosed a copy of your lease agreement with us. Please keep it in a safe place, as it is a .valuable document. If you have any questions or concerns, please provide us with your client number and lease number, as shown on the upper right-hand corner of the document. Your client number should be noted on any payments sent to us. It is our practice, as a standard precaution, to register financing statements under the Personal Property Security Act (PPSA) with respect to the leased property. The nominal fee charged by the province to record the registration, normally $30.00 or less, will be invoiced to you as per the provisions of the lease under the paragraph heading DTrue LeaseD. We charge no administration fee of our own. A copy of the registration is enclosed if charges are applicable. We appreciate your leasing business and I would welcome the opportunity to give you a quote on your future vehicle or equipment needs. Please call me if I can help in any way. Sincerely, MUNICIPAL LEASING ~ Customer Service Representative Enclosures. ~ ~ 81 (jootf PeopCe, Striving for 'E~e{{e1Ue. . . 'Iogetf1er MAOO1 MUNICIPAL LEASING- Muniqipa(Fina;cial OR The Municipal L~asing Corporation Trust Company whichever executes this Lease Contract, below, as Lessor 7100 Woodbine Avenue, Suite 400, Markham, Ontario L3R 5J2 Telephone: (905) 946-2155 QUANTITY EQUIPMENT DESCRIPTION (include Make, Model and Serial No.) ,v~ 9.:s00 (Jj4(?TOc.OI'/;::~ S/t\)C'K 00 ~' ON ~ D L""'<::. '-f ,..., e,-v-;"' ,r=' e e 1> ~ S' I r\), IA/O it.VS";, , "j.I"tf'L.E..(1... ~'c.hZ...,~((... ~ CUENT NO. C LEASE NO: L.S PLEASE REFER TO THESE NUMBERS ...... SCHEDULE LESSOR: "A" .1-) EOUIPMENT LOCA TlON: Lessee address below 0/' [speedy) SUPPLEMENTAL PROVISIONS OF THIS LEASE CONTRACT (il any): SUPPLIERO.t: 05#,-,v./1'< /I-lC. TERM (No. 01 NO. OF PERIODIC RENTAL , Complete Monlhsl ~b PMTS DURING SAID TERM' 30 n/Ni. .51 W PMTS WILL BE }lADE IN ADVANCE MONTHLY 8' OUARTERL Y 0 j iI"'W~ O,,-v I PERIODIC RENTAL If... AMOUNT Exclusive of Tax J 79'. 60 PERIODIC RENTAL. . K L1 PAYMENT' 4f3rv, v T , Based on current taxes and lax rales. (Sales Tax Exemption Cart.ieale required if sales lax exemption is claimed.] TERMS AND CONDITIONS OF LEASE CONTRACT.. ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF FORM PART OF THIS LEASE CONTRACT. 1. TERM. THIS LEASE CONTRACT ("lEASE") IS NOT BINDING ON LESSOR UNTIL SIGNED under any manufacturer's or supplier's warranties and will assign to Lessee such warranties (to BY LESSOR. Lessee agrees to lease the property described above and all accessories supplied the extent assignable). IF THE EQUIPMENT IS NOT PROPERLY INSTALLED AND/OR IS NOT, therewith (the "Equipment") on the terms set forth in this Lease. The term ot this Lease ("Term") OR DOES NOT FUNCTION OR PERFORM, AS REPRESENTED OR WARRANTED BY begins on the date the equipment is shipped to Lessee. Unless sooner terminaled by Lessor, the MANUFACTURER OR SUPPLIER AND/OR DOES NOT FUNCTION OR PERFORM AS Term will end atter the number of months specified above from the date the Term commences; INTENDED BY LESSEE AND/OR TOTALLY FAILS TO FUNCTlON OR PERFORM OR IS OR provided, however, that if the Term commences on OTHER THAN the 1s1 day 01 a month, the BECOMES UNSATISFACTORY OR UNACCEPTABLE TO LESSEE FOR ANY REASON Term shall be extended to the last day of the month in which the Term would otherwise expire. WHATSOEVER LESSEE (a) will look to Lessor only for co-operation in the enforcement of "Termination Date" means the date on which the Term ends, according to this Section. any warranty obligations of manufacturer or supplier,and (b) AGREES THAT SUCH EVENT 2. PA YMENTS. Lessee agrees to pay rent as follows: (a) if the Term commences on other than OR EVENTS 00 NOT CONSTITUTE A BREACH OF THIS LEASE BY LESSOR. LESSEE'S the 1st day of a month, Lessee will pay pro rata rent trom the date of shipment to the end of the SOLE REMEDY (IF ANY) SHALL BE AGAINST MANUFACTURER OR SUPPLIER DIRECTLY month in which shipment took place and (b) the Periodic Rentai Payment ("Rental" for the first AND NOT AGAINST LESSOR. This Lease may be amended only in wrning, signed by Lessor and complete calendar period of the Term when Lessee executes this Lease; and (c) subsequent Lessee. LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY Rentals in advance on the 1st day of each caiendar period 01 the Term. Lessee shall make all SALESPERSON, NOR ANY BROKER OR OTHER INTERMEDIARY, IS AN AGENT OF payments at Lessor's oflice shown above, or as Lessor specilies in writing. Lessor's invoice is LESSOR AND THAT NONE OF THESE HAS ANY AUTHORITY TO ALTER OR WAIVE ANY NOT a condition 01 Lessee's obligation to pay Rentals and/or interest charges when due. PROVISION OF THIS LEASE OR TO BIND LESSOR IN ANY WAY and Lessee represents and Lessee's obligations under this Lease shall be absolute and unconditional und4lr all warrants that no such person purported to act as Lessor's agent. circumstances whatsoever and, without limitation, ALL AMOUNTS PAYABLE HEREUNDER 5. LOCATION AND USE. The Equipment shall be located at the place designated above ARE AND WILL CONTINUE TO BE PAYABLE IN FULL, WITHOUT ABATEMENT, and not elsewhere without the prior written consent of Lessor, which consent may be arbitrarily DEFERMENT OR SET-OFF WHATSOEVER, REGARDLESS OF ANY CLAIM OR DEFENCE wllhheld. Lessee agrees to use and operate the Equipment in a careful and prudent manner and WHATSOEVER WHICH LESSEE MAY AT ANY TIME HAVE AGAINST LESSOR, SUPPLIER, in compliance with all supplier's and/or manufacturer's recommendations, and not for any unlawful MANUFACTURER OR ANY OTHER PERSON. Any amount not paid when due shall bear purpose. Lessee shall cause or permit the Equioment to be maintained and operated, at Lessee's interest from its due date until paid at an annual rate of interest equal to 24 percent per expense, by competent and qualified personnel only. Lessee represents that the Equipment will annum, calculated daily, and payable monthly on the first day of each month, before and be used for business purposes only. atter any terminalion of this Lease and both before and atter Defautt and/or Judgment. Lessee will 6. COMPLIANCE WITH LAWS; ENCUMBRANCES; TAXES. Lessee, at i1s expense, shall (a) reimburse Lessor tor any service charges for any cheques or other payments not honoured and comply with all laws, present and future, relating 10 this Lease and/or the Equipment, its Will addilionally pay Lessor a service charge of 520.00 for handling each such item. ownership, shipment, delivery, instaliation, inspection, possession, operation, maintenance, 3. NON-CANCELLABLE LEASE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS condition, and/or storage; and (b) keep the Equipment tree and clear of all Liens; and (c) pay all LEASE CANNOT BE RESCINDED OR TERMINATED. licence, registration and other tees and all sales, use, property, goods and services and other 4. ENTIRE AGREEMENT, NO REPRESENTATIONS OR WARRANTIES. THIS LEASE taxes. levies, duties, assessments and charges, including any increases therein and/or those CONSTITUTES THE ENTIRE AGREEMENT BETWEEN LESSOR AND LESSEE. LESSEE hereafter imposed, ("Taxes") payable directly or indirectly in respect of (i) this Lease, (ii) any ACKNOWLEDGES THAT THERE ARE NO INDUCEMENTS, REPRESENTATIONS, payments under this Lease, or (iii) the Equipment, ~s purchase, sale, ownership, repair, servicing, AGREEMENTS, WARRANTIES, CONDITIONS, OPTIONS OR TERMS, ORAL OR WRITTEN, use. operation, or otherwise related thereto, and whether Taxes are levied against Lessee, Lessor EXPRESS OR IMPUED, STATUTORY, COLLATERAL., CUSTOMARY OR OTHERWISE OF or the Equipment and regardless of how any Tax is designated. ANY KIND WHATSOEVER, MADE OR GIVEN BY OR ON BEHALF OF LESSOR OR 7. TrrLE. Title to the Equipment shall al all times remain in Lessor and Lessor shall retain all the OPERATING IN FAVOUR OF LESSEE WITH RESPECT TO THE EQUIPMENT (including, benelits of ownership. Lessee shall have no right, title or interest (legal or equitable) in or to without limitation, its condition, capabilities, use, operation, fitness for any particular the Equipment other than, conditional upon Lessee's compliance with this Lease, the right purpose, conformity to sample or specifications, durability, quality, merchantability, to possess and use the Equipment. Lessee shall not, and shall not purport to (i) sell, transler, design, freedom from Liens, or compliance with the requirements 01 any law, purchase sublet, or create any Lien upon the Equipment; (ii) permit any third party to possess the order or contract) or any other matter whatsoever, other than as may be expressly stated in Equipment or permit it to be placed in jeopardy of confiscation or seizure or in any manner deal this Lease. Lessee acknowledges (a) that it alone has selected the Equipment and the with ~ or permit it to be dealt with so as to possibly defeat, prejudice or impair Lessor's rights or supplier; and (b) that Lessor is not an agent of manufacturer or supplier. THE SOLE interest therein. Lessor may substitute similar equipment, in comparable condition, for the OBUGATlON OF LESSOR UNDER THIS LEASE IS TO PERMIT QUIET POSSESSION OF THE Equipment. EQUIPMENT ON AN "AS IS" BASIS AS LONG AS NO DEFAULT HAS OCCURRED. Lessor 8. ACCESSORIES AND ADDmONS. Any addilionai equipment or accessories installed in or will give ~s reasonable co-operation to Lessee to assert, at Lessee's expense, Lessor's rights upon the Equipment will immediately form part of the Equipment and belong to Lessor. THE UNDERSIGNED ACKNOWLEDGES HAVING READ THE ENTIRE LEASE AND ACCEPTS THE TERMS AND CONDITIONS THEREOF. ADDRESS (INC. CITY/TOWN) PERSON TO CONTACT T EI-f~E.<~iJ<:E. CC- A f( (Nb ,o,J FULL LEGAL NAME(S) OF LESSEE(S) .';~~~~:t:;;::'.:'2:?;;\~~'~!;:t~JUNj' 2~jt -199"4 MUNIClP Ai:: FINANCIAL LEASING CORPORATION TITLE': POSTAL CODE J~6"~~COOE) <1(/)- 6 L ~ .3;' 7 The undersigned affirm(s) that he/she is (they are) duly authorized to execute this LEASE CO JRACT. BY: ITLE:~foJ!....... I a.S.T. Reg.' R103803946 [Shaded areas are for Lessor use onlyl {!,L - -lessees (if any) are jointly and severally liable. eit supplier Lessor is agent of the other. Lessee cannot cancel this Lease. P ease read this Lease before you sign it. LC 090010/93 REV. 9. RISK; MAINTENANCE AND REPAIR. LESSEE ASSUMES ALL RISK OF LOSS, LOSS OF USE, THEFT OR DESTRUCTION OF OR DAMAGE TO THE EOUIPMENT wilhout regard to culpabHity or cause. ~ agrees, at its expense, to maldain the Equipment in good repair, condition and appearance (reasonable wear and tear only excepted) and so as to maintain in ellect any warranties, and to tumiBh aU parts, components, mechanisms, rpBrts") supplies, servicing and repairs required, LesB98 expreBBly aBBumes the risk 01 obsolescence and the risk that Parts andlor repairlmaintenance services may become unavailable. 10. INSURANCE. Lessee shall maintain property damage and liability insurance and insurance against loss 01 or damage to the Equipment arising from such risks and perils as are customarily covered by insurance on the type of equipment leased hereunder and by prudent operators 01 enterprises similar to that engaged in by Lessee, in amounts and wdh insurers satislactory to Lessor. At Lessor's request lrom time to time, Lessee shall lurnish Lessor with a true copy 01 the insurance policy, a certilicate 01 insurance, certificate of renewal or other evidence satisfactory to Lessor that such insurance coverage is in effect. In the event of any accident or incident which may become the basis 01 a"l daim against Lessee or Lessor or d the Equipment is damaged, Lessee shall immediately notily the insurer and Lessor. 11. INDEMNIFICATION OF LESSOR BY LESSEE. Lessee shall indemnily Lessor and Lessor Personnel against, and hold Lessor and Lessor Personnel harmless from, a"l and all dalms, actions, sudS, proceedings, costs, expenses, damages and liabilities including lawyer's fees, arising out 01, connected with, or resulling lrom the Equipment, including without limitation, the manulacture, selection, delivery, installation, possession, use, operation or return of lhe Equipment or otherwise on account 01 any personal injury or death or damage to property occasioned by the Equipment or on account 01 a"l inlringement or alleged inlringement 01 patent occasioned by the operation of the Equipment. 12. ASSIGNMENT. NEITHER THIS LEASE NOR LESSEE'S RIGHTS HEREUNDER SHALL BE ASSIGNABLE BY LESSEE WITHOUT THE WRITTEN CONSENT OF LESSOR which consent may be arbdrarily wdhheld. Lessor may assign (whether absolutely or by way 01 securRy) all or a"l part of its right, trtle and interest in the Equipment andlor in or under this Lease to a"l person without notice to Lessee. 1 3. DEFAULT. In this Lease "Default" means the occurrence of any 01 the following: (al Lessee lails to pay a"l amount when due or fails to perlorm or observe, or breaches, a"l other provision hereof; or (b) Lessee becomes insolvent or bankrupt or commits an act of bankruptcy or seeks or agrees to a"l arrangement wdh its creddors, Or a trustee, receiver, receiver and manager, liquidator, secured party's agent, or similar person, is appointed lor Lessee or its property, or (c) a landlord distrains Lessee's goods or locks Lessee out of premises, or a"l of Lessee's assets are seized under any process of law, or a"l judgment against Lessee remains unsatisfied for more than 15 days; or (d) Lessee is in delaull under any other agreement it may have wrth Lessor; or (e) constating documents or charter of Lessee, il a body corporate, are cancelled or revoked; or (f) Lessee lails or reI uses to accept delivery 01 Equipment; or (g) the Equipment is destroyed, substantially damaged, lost, stolen, abandoned, concealed, seized or confiscated or its continued use becomes restricted or prohibited by law or court order; or (h) any information given by Lessee proves to be Incorrect or misleadIng; or (i) the Equipment is returned to Lessor, unsolicited, during the Term. 14. LESSOR'S RIGHTS; DAMAGES. If Default occurs, Lessor MAY, in any order and at any tlme(s). do anyone or more of the following: (a) require Lessee to immediately pay any amounts then owing andlor immediately return the Equipment to Lessor; (b) take immediate possession of the Equipment, wdhout notice; (cl dispose of the Equipment, edher publicly or pnvately, lor such consideration and upon such terms and at such time and place as Lessor may consider reasonable, without notice; (d) terminale this Lease, immediately or on notice; and (e) on not less than 5 days notice require Lessee to pay to Lessor on the date specn,ed in such notice, as a genuine pre-estimate 01 liquidated damages and not as a penalty, the present value of the aggregate of all unpaid Periodic Rental Amount payments yet to become due hereunder calculated by discounting such amounts at 6 percent per annum AND the present value of Lessor's residual interest in the Equipment, calculated by dIScounting the value at 6 per.cent per annum Irom the Termination Date, ("Present Value Amounts") AND Lessee agrees to pay the Present Value Amounts to Lessor on or before the date specified in such notice whether or not the EqUipment has been or is returned to or repossessed and/or disposed of by Lessor. Lessee irrevocably authorizes Lessor and Lessor Personnel at any time during the day or night to enter any lands or premises where the EqUipment may be located to take possession of and remove same andlor render same unusable, whether affixed 10 realty or not, using such force as appears to be required; all without legal process and without liability lor or by reason of such actions, whether in respect 01 any personal property contained in or attached to Equipment or for damage to property, personal inlury or otherwise. Lessee agrees 10 lacildate all of the foregoing actions by Lessor. Lessor may at its option remedy or attempt to remedy a"l Default and may make any payments required or apparently required to do so. Lessee hereby appoints Lessor as Lessee's lawful attorney with full power, in Lessee's name or otherwise, to execute any documents Lessor considers reasonable or necessary to the exerCIse of Lessor's rights. Lessor shall be under no obligation to take steps to recover possession of Equipment from Lessee or any third party. Termination of thiS Lease terminates all rights of Lessee in or to the Equipment; BUT termination of this Lease andlor taking of possession or acceptance 01 return andlor disposition 01 Equipment by Lessor shall be without prejudICe to Lessor's rights to recover damages and Lessor's other rights or remedies, and such actions by Lessor and/or the taking of any ludgment shall not operate as a merger of any prOVISion hereof or of any obligation or liability 01 Lessee hereunder or release or discharge Lessee Irom its obligations or liabilities hereunder. Lessor's costs and expenses of (i) collection, (ii) legal proceedings to recover monies owing hereunder andlor possession 01 Equipment, (iii) retaking, transporting, holding, repairing, reconditioning, preparing lor dtspositlOn and disposing 01 EQuipment and (iv) otherwise exercising or enforcing its rights or remedl8s, including without limitation, legal lees on a sollcitor-and- client basis, (all such costs and expenses collectively relerred to as "Costs"), shall be paid by Lessee to Lessor on demand. Amounts in any notice by Lessor shall be conclUSive and binding on Lessee, absent mannest error. The value of Lessor's residual interest in the EqUipment (belore discounting) shall be deemed to be Lessor's eSllmale 01 what the lair market value of the EqUipment woutd have been on the Termination Date n at such time Lessee had complied with all dS obligations under this Lease. If the Equipment or any part of d is disposed of by Lessor, then the amount received on the disposition will be applied, in the order Lessor elects, against (I) the Present Value Amounts and (II) Lessor's costs and expenses 01 (as applicable) retaking, transporting, holding, repairing, reconddioning, preparing for dispoSition and dispOSing of such EqUipment (such subcategory of Costs hereinafter referred to as "Disposal Costs"); and the balance, n any, ("Balance') shall belong to Lessor; and n the .!,mount received by Lessor on the disposrtion of Equipment is less than the total of DISpose.! Costs and the Present Value Amounts, Lessee agrees that it will be liable lor the shortfall ("Shortfalf'). 'AND whether a Balance to be retained by Lessor, or a Shortfall lor which Lessee remains liable, results fron~dispo~;ion 01 Equipment, Lessee agrees that d will continue to be liable for (AI amounts whICh were past due prior to Lease termination and (B) Interest accrued to and accruing lrom ',M date 01 Lease termination and (C) any other amounts paid by Lessor to remedy any Delaull and (0) a"l Costs which are other than Disposal Costs. II this Lease is terminated by Lessor due to a Delaull involVIng loss or destructIOn 01 the EqUipment, any net Insurance proceeds received by Lessor shall be deemed 10 constitute proceeds 01 dlsposillOn and shall be applied according to this Section. Lessor may decline to re-lease EqUipment to any person nol meeting Lessor's usual crrteria for acceptance 01 a lease application. LesBge agrees that an unadvertised private disposition to a wholesale purchaser al a wholesale price, on an "As is, Where Is" basis without repair or reconditioning, is convnercially reasonable and permil1ed. , 5. SECURITY DEPOsrr. Upon execution of thiS Lease, Lessee will pay Lessor a non-interest bearing Security DepoSd equal to one Rental payment. Lessor need nol keep the Deposd separate but may mix such monoes With dS own and may apply the Deposit against any amount payable by Lessee. 16. RETURN OF EQUIPMENT; OVERHOLDING. On the Termination Date or on a"l other terminalion of this Lease, Lessee shall, at Lessee's risk and expense, return the Equipment to Lessor at Lessor's place of business. On return or n repossessed, the Equipment shall, except lor reasonable wear and tear, be .. the same conddion, repair and appearance as when delivered to Lessee.lfLeIlSllll does not return the Equipment to Lessor on the Termination Date 1hen this Lease shall continue on a month-tCHllonth basis until l.es_ returns the Equipment to Lessor or Lessor terminates this Lease on 10 days' notice or as otherwise entrtled under the terms hereof. 17. TRUE LEASE. This Lease is intended to be and shall be treated as a true lease lor ALL PURPOSES WHATSOEVER and is not intended to secure payment or perlormance 01 an obligation. However, Lessor may register financing statements ("Filings"), at Lessee's expense. Lessor shall be under no obligation to effect any Filing or to ensure that any Filing is valid. 18. SOFTWARE. Any other provision of this Lease notwdhstanding, if software is described or listed so as to constrtute or appear to constitute part of the Equipment or IS supplied lor use lherewrth, Lessee acknowledges and agrees that (a) Lessor may not have, and does not purport to have, title to or ownership of such software or the right to lease, licence, sub-license, or grant possession of, or grant the right to use, same; (b) the Equipment which is the subject of this Lease consists of HARDWARE ONLY; (c) rent is payable in respect 01 HARDWARE ONL Y; and (d) Lessor does not, by virtue of this Lease or otherwise, purport to lease, sub-lease, lICence, sub-licence or authorize Lessee to possess or use any software. 19. NO PARTNERSHIP OR AGENCY. Lessee acknowledges that Municipal Financial Leasing Corporation and The Municipal Trust Company are NOT partners or Joint venturers or agents of each other, and that only the one of them that executes this Lease as Lessor has a"l obligation to Lessee. 20. JOINT AND SEVERAL LlABILrry. IF MORE THAN ONE PERSON SIGNS THIS LEASE AS LESSEE. EACH SUCH PERSON (herein sometimes reterred to as a "Co-lessee") IS JOINTL Y AND SEVERAlLY LIABLE UNDER THIS LEASE FOR ALL OBLIGATIONS OF LESSEE, AND EACH SUCH PERSON CONFIRMS THAT IT UNDERSTANDS THAT IT IS OBLIGATED AS PRINCIPAL AND NOT AS GUARANTOR. The actions and omissions 01 each C~1essee shall be deemed to be the actions and omissions 01 all C~1essees and shall be binding on all Co-lessees jointly and severally. Without limitation, delivery ot Equipment to any Co-lessee shall be conclusively deemed to constitute delivery to and acceptance by all C~lessees and the Iiabillly 01 any Co- lessee hereunder shall not depend upon whether or not that C~lessee then has, or has ever had, possession or use ot Equipment. 21. WAIVERS. No Delaull or right or remedy under this Lease, nor application 01 any provision hereol, shall be deemed to have been waIVed by Lessor unless waived in writing by Lessor. 22. . NOTICE. Any notice or other communicahon required or permitted under this Lease shall be in wrding and may be given by prepaid registered mail or delivering the same addressed to the other party at the address set out in this Lease, or at such other address in Canada as such party may noMy the other of in accordance with this Section. Any notice or other communicatIOn so mailed shall conclusively be deemed to have been gIVen when received or on the Inth business day lollowing mailing, whichever is earlier. 23. GOVERNING LAW; SEVERABILITY. This Lease shall be governed by and enlorced '" accordance with the laws 01 Ontario and the laws of Canada applicable therein. Any provision hereof which is determined to be illegal, void or unenforceable by a court shall be ineflective to the extent of such illegality, voidness or unenforceability without invalidating or impairing the enforceabildy of the remaining provisiOns hereof. 24. nilE OF ESSENCE. Time shall be of the essence of this Lease and each and all 01 its provisions. 25. PERSONS SIGNING IN A REPRESENT A TlVE CAPACITY. A person signing this Lease on behalf 01 Lessee shall be conclusively deemed to have PERSONALLY represented and warranted (a) that such person had authority to sign on behalf 01 Lessee and (b), if signing tor what is indicated to be a corporate entity, that the "entity" named was, when the person signed, an existing legal entity and named by lis correct legal name. 26. MISCELLANEOUS. II serial numbers, make or model and/or other particulars of a"l kind whatsoever are not present or correct when Lessee signs this Lease, Lessee hereby empowers Lessor to Insert or correct such particulars in the Lease after the information becomes known to Lessor; and the particulars will be taken as though they were on this Lease when signed by Lessee. Lessee acknowledges that the provisions 01 this Lease are commercially reasonable. All of Lessee's obligations under tr.s Lease shall be perlormed or observed at Lessee's expense. This Lease shall enlJ'e to the benellt of and be binding upon the parties hereto and their respective heirs. executors, administrators, successors, permitted assigns, and legal representatives. Notwithstanding any other proVIsion hereol, n this Lease is never finalized, sums (pre)paid by Lessee may be retained by Lessor In liquidation of documentation and processing expenses. 27 INTERPRETATION. In this Lease (a) the neuter gender shall be read and construed as il the neuter, masculine or feminine gender were expressed, as the gender of the person referred to requires; (b) words such as "hereunder", "hereto", "hereof" and "herein" refer to the whole of this Lease; (c) "person" and "third party" each includes a natural person, body corporate, partnership, association, trust, goverrment or government body; (d) "laws" includes statutes, by-laws and regulations, as well as ordinances, rules, regulations and orders 01 any public authority; (e) "dispose" means sell, lease or otherwise dtspose and "d,sposed" and "dlsposihon" shall be construed correspondingly; (f) "Lien" means any lien, encumbrance, securdy interest or other claim or right; (g) "Lessor Personnel" means directors, ofllCers, employees and agents of Lessor; (h) unless the context otherwise requires, the singular number includes the plural and vice versa; and (i) where the context permits, each reference to "Lessee" includes reference to each and every person who signs this Lease as Lessee, severally. The division 01 this Lease inlo Sections, and all headings, are lor convenience of reference only and shall not affect the construction or interpretation of this Lease. THE USE OF BOLD FACE PRINT OR UPPERCASE LETTERS OR ANY COMBINATION THEREOF IN THIS LEASE IS PROVIDED AS A CONVENIENCE TO THE READER ONLY AND OOES NOT SUGGEST THAT ANY PORTION OF THIS LEASE HAS ANY GREATER OR LESSER IMPORTANCE THAN ANY OTHER PORTION OF THIS LEASE. LC 0900/1000 02/93 REV