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HomeMy WebLinkAbout95-149 f f THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 95- 149 Being a By-law to authorize the execution of a Lease Agreement with Executive Copier Systems, Ajax, Ontario (Sharp Electronics of Canada Ltd. ) 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 Executive Copier Systems (Sharp Electronics of Canada Ltd. ) and said Corporation, which is attached hereto and marked Schedule "A" . By-law read a first and second time this30th day of October, 1995 . By-law read a third time and finally passed this 30th day of October, 1995 . Mayor C _ C r i SCHEDULE "All RENTAL SERVICE AGREEMENT HARP CONTRACT NUMBER- A:.:.......... ........ MUNICIPALITY OF CLARINGTON ..................................... ><<> 40 Temperance Street POSTAL ? 1? > > »>« BOwmanville, Ontario CODE L1C 3A6 PERSON TO CONTACT TELEPHONE NUMBER FAX NUMBER roz rA�r..: ..: .. .: Louanne Birkett 905-623-3 NAME OF BANK OR FINANCIAL INSTTTUTION — ..............:.............:.:...... II.iT<ORM......N ..................................... ..................................... .................................... ..................................... ..................................... ...................................... ..................................... BRANCH LOCATION ACCOUNT NUMBER : QRc; ?:;;:;`<;::::<:;:; NAME SALES REP EXECUTIVE COPIER SYSTEMS INC. Graeme Burns ADDRESS 5-520 Westney Road South, Ajax Ont L1S 6W4 '`TORY QUANTITY DESCRIPTION(Makc,Model and Daaiption) 33T3:4CRIPTTON:>:>;`<: ................................... 1 SHARP COPIER MODEL 1 SHARP SF-A54 Reversing Auto Document Feeaer 50522885 1 SHARP SF-DM11 Duplex s n 50415676 1 SHARP SF-D20 500 Sheet drawer with stand s/n 50604506 1 SHARP SF-S15 20 Bin Sorter s n 50510931 TERM;: HII LING FREQUENCY RENTAL AMOUNTCOPIES INCLUDED OYER.LI SAM ::_ MONTHLY Year.I ri/r7- carts QUARTERLY Year.2 n/a cents 36 1 $ 235. 28 n/a copies Year.3 n/a cents months Number of Rental Periods i per Rental Period Included In Rental Amount Year.4 n/a cents Year.5 cents and over copy ALL AMOUNTS ARE SUBJECT TO APPLICABLE TAXES CUSTOMER ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH ARE SET FORTH ON THIS PAGE AND ON THE REVERSE SIDE. CUSTOMER N FOR OFFICE USE ONLY (Legal Name)..........M....U.....IC,I PALI.TI'....OF.....C,LAR].NGTON......................... EXECUTED AS LESSOR SHARP ELECTRONICS OF CANADA LTD. The undersigned affir ms that he/she is duly author zed to execute this Agreement. j BY: TITLE..................................... Authorized Signa i BY: ................................................................. ....... .. ................. Authorized Signature BY: ... .. .. .... .. ....................................TITLE..................................... Autho' Signature MS058-02/93 TERMS AND CONDITIONS League,Hereby rents to Customer and Customer rents from Lessor the personal property listed 12 Trn.E.Customer shall have no right,tick or invest in the ET ipmmt other titan,conditional upon the right to and described on the reverse side berew[C.("Equipment")under the terms and coeds m set Customds compliance w and fulfilment ent of the terms NO ands° enawal Pertodad'lessor may forth hWhL Customer warrants that the Equipment is being rented and will be used for business maintain pt>asaaw affu�ro a laced at the ent�mdicuing Lessor is the owner• and commercial purposes only.This Contract("Agreement;shad not become binding as Lessor Pegnire plaits arkitPgp P _ be deemed until accepted in writing by Lessor as evidenced by the signature or a duly authorized Pal or moveable> cthough said Equrpmer�it m Yhaeinafter bee a attac2ud or�ed rep.esentedve of Lessor in the space pro vided on the reverse sides to rarity 1. NON-CANCELLABLE CONTRACT. This Agmemem cannot be terminated during the term set 13. CONTRACT REPLACEMENT. if Customs has a rasal or lease contras the is being terminated forth on the reverse aide("Term")except as expressly provided herein. er ear period ss indicated in the Billing sal��by this Agrament,Customer hereby acJrtowledges and canaernts that the remaining 2.RENTAL. "Rental Period"shall mean each month or quart Y I� balance of payments and other amounts owing undo arty such replaced contract have been prorated and Frequency box on the reverse side.Customer shall pay to Lessor on the first day of each Renal Period included in the R ental payable under this Agreemem. of the Term,commencing in the month during which the Equipment is delivered to Customer and continuing for the Term,the amount set forth in the Renal Amount box C'Reral").Customer shall in 14. DEFAULT. The occurrence or happening of any one or more of the following events shall addition pay to Lessor no later than the last day of the Renal Period following the Metered Period(as constitute an event of default:O)failure by Customer to pay any Rental,Additional Rental o other defined in the Meter Readings paragraph set forth below)as additional rents amount equal to the amounts payable hereunder within five(5)days of the due date thereof Oi)failure by Customer u numb«of copies used in the Metered Period in excess of the Copies Included multiplied by the cost per perform or observe any covenant,condition or agreement to be performed or observed htraunder and copy rate set forth above Ln the Ovatusage Rate box for tie corespondir*year of the Term Additional such failure shall conthme for a period of 20 days; Oil)any on or ws rsn made by Renal').The Renal payable in each Renal Period shall not be reduced tf the member of copies used in Customer herein or in any document or cert ificate famished r sort; connection herewith or the Metered Period is leas than the Copies Included.The obligation to pay Renal and Additional Renal poinaant hereto Shan prove to be incorrect at any time in any in respect;Ov)if Customer becomes is absolute and unconditional and shall riot be subject u any abatement,reduction.setoff,defence or Insolvent a trustee or receiver,or a ttrustee or�i receiver be appointed nfor Customer or for a asubatantia Put of its counterclaim unless specifically provided f«in the Agreement. a ty without its consent;(v)if bankruptcy,reorganization or insolvency proceedings be instituted by 3.MAINTENANCE AND SERVICE Lessor shall be obliged at its vat to keep the Equipment in good or against Customer;(vi)a writ execution,atachment or similar process be issued or levied against the repair,condidon std workinu order and fiumish all parts and servicing r equired therefor.In Performing Equipment. such obligations.Lessor shall keep the Equipment functioning im accordance with the genes operating M std standards of the manufacture thereof and shall respond to requests fa servicing by Upm ibe happening of an event of default,Lessor in its absolute discretion may (a)tuna upon the Customer during Lassoes usual business hours Monday to Friday in each week C'Lessor s usual business premises where such Equipment is located and take immediate possession thereof,whether is is affixed hours")within a reasonable response period following a request by Customer(reasonable response te reeky or not.tend remove the same,without liability to Lessor for a by reason of such entry or airing period shall be based and determined on such factors as location of Customer,climatic and traffic of passessio0.whether for damage to property or otherwise.std sell,rent or otherwise dispose of the conditions and the availability of part s and manpower).Customer will be invoiced and pay(i)for same far such consideration and upon such terms std cadition as[essor may reasonably dam fit;(b) service calls outside of Lessors usual business hours at Lessor's then currant published service rates for im tbe rime of end as the irrevocably appointed �ent er a CtutomEergma without d service outside Lessors usual business hours,and(ii)for unusual and frequent service calls,repair and tennvnting or being lamed to have terminated this A take on of the an and maintenance necessitated by: Customer's negligence, non-compliance with manufacturer's proceed to rent the Equipment to any other person ftrm a corporation on such tams and condidhe s,for recommendations,Lm per use and operation of the Equipment,incompetent and unqualified operators, etch rental and for such period of time as Lessor may dam fit and receive,hold and apply the same use of defective supplies or supplies not acceptable for use with the Equipment.In the performance of against arty monties expressed to be payable from time to time by Customer her eunder (c)tamrnau this its obligation to maintain and service the Equipment,Lessor shall have the right to substitute an item Agreement and by written nonce to Custom«specifying a payment date Pmt earlier than five in days the Eepipment with another item of equipment of the same make and model and in comparable from the date of such notice,require Customer to pay to Lessor as its fuancial obligation('Financial condition with the item being substituted and Customer shall execute such acknowlegement of such Obligation")on the date specified in such notice the sum of(i)any Rental,Additional Rental and other substitution as Lessor may reasonably require.Customer agras that lessor and/or its authorized agent &mourn due and unpaid,and Oi)as a genuine pro-estimate at liquidated damages for kiss of a bargain shall have access to Customers premises to service,inspect and repair the Equipment and/or to read the and not as a penalty,an amount equal to the present value of the aggregate of all Renal payable to the meter thereof.The Equipment shall be located and used at the place designated herein and shall not be expiration the amount of Term calculated any residual interest which Lessor may have�m the Equipment and which was usedin moved without the prior written consent of Lesson the establishment of the Renal and Term;(d)as a late charge,require the payment of interest at the rate 4.REPRESENTATIONS AND WARRANTIES. Lessor warrants that it is the owner of the Equipment, of 24%p«antrum on any overdue payment until paid.Upon payment by Custom«of its Financial free from any encumbnrices.Customer acknowledges that any other warranties with respect to the Obfi ada0.Lessor shall refund to Custom«the net amount received by Lessor on any sale,lease or Equipment will be manufacturces warranties which,if assignable,are hereby assigned by Lessor to lisp an of the Fquipmau after deducting all casts and expenses incurred by reason of the occurrence Customer.Customer further acknowledges and agrees that its obligation to pay Racal,Additional of the even t of default or the exereiu of Lessors remedies in rtapect t}t«eof, including selling Renal and all other amounts payable hereunder is unconditional. Lessor, upon the prior written missions and expenses and legal fees and disbursements on s solicitorklient basis Except as reasonable request of Customer,will co-operate and assist Customer in the enforcement of any warranty o �Pj ly Provided above,no remedy referred to in this sectors is intended to be exclusive, assigned hereunder. but each shall he cumulative and in addition to any other remedy referred to above or otherwise S. ASSIGNMENT BY LESSOR. Lessor may at any time assign all or par of its interest in this available to Lessor at law or in equity. Agreement or the Equipment.In the event of any such assignment,the assignee shall be entitled to 15. NOTICES. Any notices and demands required to be given herein shall be given to the parties in enforce the rights so assigned and to provide any notice,correspondence or demand provided hereunder writing and by registered mail at the address herein set forth,or to such other address as the parties may in its own name in place of Lessor and Customer hereby accepts all such rights.Lessor stall continue to hereafter substitute by written notice given in the manner prescribed in this section. Lessor and have the obligations of Lessor set forth herein and warrants that any assignment pursuant hereto shall Customer hereby agree that all documents,including this Agreement,sent by facsimile or other meatus not affect the rights of Customer hereunder provided, however, that Customer will not withhold of electronic transmission to the other party shall be considered to be original documents. payment of any amounts due undo this Agreement of otherwise default on its obligations urda this Agramen[by reason of an y claim in the nature of set-off or compenaation which it might have or claim 16. FURTHER ASSURANCES. Customer will promptly execute and deliver m Lessor such further te have by reason of the failure or the alleged failure by Lessor to perform is obligation It coin until documents and take such further action as Lessor may request in order to more effectively carry out the the expiry of sixty(60)days following Customer s written notice to any assignee setting forth the details intent and purpose hereof.At Lessons request Customer shall send Lessor its audited and/or unedited of Lessors failure to perform.During such period,the as may remedy or grange to remedy any financial statements within fourteen{14)days of such request. such failure by Lessor including,but not limited to,arranging with another party to perform Lessors 17 COLLECTION CHARGES. Should Customer fail to pay when due any pan of the Renal, maintenance and service obligations berwnder. Additional Renal or renewal Rental herein reserved or any sum required to be paid to Lector hereunder, 6.METER READINGS. On the first working day of each Rental Period,Customer agrees to notify Customer shall pay to Lessor,in addition thereto,a late charge of ten dollars($10.00)for each month or Lessor,or its designated agent,of the complete and accurate meter reading(s)from the Equipment as of part thereof for which said Rent or other sum shall be delinquent together with interest on any and an the last working day of the immediately preceding Rental Period ("Metered Period") and all such delinquent payments and amounts in default from the date thereof until paid in full at the rate of 24% notification of readings shall be in format designated by Lessor.Lessor shall use the meter readings per annum calculated monthly. Customer further a s to pay to Lessor a retuned cheque or provided by customer to calculate the actual usage for the Metered Period.Lessor reserves the right to non-sufficient funds(NSF)charge to reimburse Lessor or,is time and expense incurred with respect to conduct an on-site inspection and verify the accuracy of the meter readings at any time and substitute its a cheque or a Pre-Authorized Payment debit that is returned for any reason,such NSF charge shall be own readings in place of the readings provided by Customer.Should Customer fail to provide meter the greater of$25.00 or the actual bank charges to Lessor plus other amounts allowed by law. readings on the first working day of the Rental Period following a Metered Period,Lessor reserves the 18. CREDIT INVESTIGATION. Customer hereby consents to Lessor conducting a personal right to substitute an estimated meta reading and to calculate an estimated actual usage for such investigation or credit check upon Customer subject to apppplicable legislation. At Lassoes request, Metered Period and Customer hereby agrees to accept such estimated usage. Customer agrees to pay a contract initiation fee to Lessor of SI00,00 or lassoes actual costs,whichever 7. CONTINUING AGREEMENT. Provided Customer is not in default hereunder,this Agreement will is greater,such fee to cover Lessor's initial processing and registration cosm be automatically renewed on a month-to-month basis upon the expiration of the Term C'Renewal 19. ADD-ON EQUIPMENT. Customer and Lessor agree that additional Equipment ("Add-on Period")upon and subject to the terms and conditions set forth herein including the periodic Rental Equipment")may be rented pursuant to this Agreement,the terms and conditions of which shall apply unless either Lessor or Customer has notified the other in writing within thirty(30)days prior to the thereto,provided Customer and Lessor agree in writing to the specific terms and condition of such expiration of the Term to the effect that the Renewal Period will not be entered into. During the renal Any such writing,which may include a purchase order issued by Customer for such Add-on Renewal Period,either party may cancel this Agreement by providing thirty(30)days'written notice to Equipment shall provide:(1)reference to this Agreement(2)a description of the Add-on Equipment, the other party. (3)the Term of such rental,and(4)The Renal and Additional Rental amounts payable for the Add-on 8. RETURN OF EQUIPMENT. In the event either party elects not to proceed into the Renewal Period Equipment The renal of such Add-on Equipment shall be subject to the terms and condition of this or being in the Renewal Period elects to cancel this Agreement,Customer shall,at is own risk and Agreement except as specifically provided in such writing. expose,immediately return the Equipment to Lessor,or its designated agent,in the same condition as 20 WAIVER. The parties hereto agree that this document be written in the English language.Les when delivered,ordinary wear and tear excepted,at such location as Lessor shall designate. parties sox prdsentes convienntent i cc quo cc document soit rMige on anglais. 9. LAWS AND TAXES. Customer shall comply with all governmental laws,regulations and orders 21. MISCELLANEOUS. Time is of the essence with respect to this Agreement and no waiver by relating to this Agreement,the Equipment and is use and agrees to pay when due all license fees, Lessor of any default shall constitute a waiver of any other default by Customer or waiver of Lassoes assessments and all axes,including but not limited to sales,goods and services,property,excise,and rights.Should Customer fail to perform any obligation hereunder,Lessor may cause such obligation to other taxes now or hereafter imposed by any federal,provincial,municipal or other taxing authority be performed and the cost thereof together with interest at 24%per annum shall be considered as upon this Agreement or any Equipment,or the purchase,ownership,delivery,renting,possession,use, additional renal to be paid by Customer.This Agreement contain the whole of the agreement between operation and return thereof(but excluding income and capital taxes of Lessor).Any fees,axes or other the parties and there are no collateral agreements or conditions not specifically set forth herein and no lawful charges paid by Lessor upon failure of Customer to make such payments shall at Lessors option modification,amendments or variations shall be effective or binding unless agreed to in writing and become immediately due from Customer to Lessor. properly executed by the parties.This Agreement shall be binding upon and inure to the benefit of the 10. EQUIPMENT RISK AND INSURANCE. The Equipment shall be at the risk of Customer. parties hereto, their permitted successors and assigns. Any provision of this Agreement which is Customer shall obtain and maintain for the entire Term and any Renewal'Period of this Agreement,at its unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such own expense,property damage and liability insurance and insurance against loss or damage to the prohibition or unenforceability without invalidating the remaining provision hereof and any such Equipment,in such amourus,in such form and with such insurers as shall be satisfactory to Lessor,but prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such in any event insurance of the Equipment shall not be less than the Casualty Amount hereinafter set forth. provision in any other jurisdiction.The Customer acknowledges and agrees that clerical errors shall not Each insurance policy will name Customer and Lessor as insured.At Lessor's request,Customer shall affect the validity of this agreement and Lessor shall be entitled to unilaterally correct the same. famish to Lessor a certificate of insurance or other evidence satisfactory to Lessor that such insurance CUSTOMER ACKNOWLEDGES THAT STATEMENTS UNDER THE VARIOUS PROVINCIAL coverage is in effect.In the event that arty item of the Equipment shall become lost,stolen,destroyed or PERSONAL PROPER.Y SECURITY ACTS MAY BE REGISTERED WITH RESPECT TO THE damaged beyond repair for any reason, or in the event of any condemnation,confiscation,theft or AGREEMENT AND THE EQUIPMENT AND HEREBY WAIVES RECEIPT OF,AND THE RIGHT seizure or expropriation of such item,Customer shall promptly notify Lessor and pay to Lessor with TO RECEIVE, A COPY OF ANY SUCH REGISTERED STATEMENT OR VERIFICATION respect to such item or items an amount equal to(i)any Rental,Additional Rental and other amounts STATEMENT WITH RESPECT THERETO. TO THE EXTENT NOT PROHIBITED BY ANY LAW due and unpaid,(ii)the present value of the aggregate of all Rental with respect thereto payable to the APPLICABLE TO AND GOVERNING THIS AGREEMENT,CUSTOMER HEREBY WAIVES THE expiation of Term(calculated by discounting such amounts at eight percent(8%)per annum),plus(iii) BENEFIT OF ALL PROVISIONS OF ANY LAW,STATUTE OR REGULATION ER,IN WOULD the amount of any residual which Lessor may have n the Equipment and which was used to establish IN ANY MANNER AFFECT LESSOR'S RIGHTS AND REMEDIES HEREUNDER,INCLUDING the Rental and Term (the aggregate of items (i) (ii) and (iii) is hereinafter called the "Casualty PROVISIONS OFTHE LIMITATIONS OF CIVIL RIGHTS ACT OFSASKATCHEWAN. Amount"). 11. ASSIGNMENT BY CUSTOMER. Customer agrees not to sell,assign,sublet,pledge,hypothecate Ae❑anon or against an interest in this Agreement or•he Equipment THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 9S- 149 Being a By-law to authorize the execution of a Lease Agreement with Executive Copier Systems, Ajax, Ontario (Sharp Electronics of Canada Ltd. ) 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 Executive Copier Systems (Sharp Electronics of Canada Ltd. ) and said Corporation, which is attached hereto and marked Schedule "A" . By-law read a first and second time this 30th day of October, 1995 . By-law read a third time and finally passed this 30th day of October, 1995 . Mayor f Cler `,/ SCHEDULE "A" RENTAL SERVICE AGREEMENT SHARP CONTRACT hUMBFR ....... ` OF CLARINGTON TAitIE?;< _;;; !::;:[ MUNICIPALITY PAL I TY ..................................... ;ADDRE$5 ?? [< '» 40 Temperance Street C rTYiAL!FD<r>?i< i POSrAL t'RDYDtI" BOwmanville, Ontario CODE L1C 3A6 ................................... PERSONTOCONTACT TFLEMONENUMBER FAX\'UMBER >`'< ` Louanne Birkett 905-623-337 ......::�? ::: NAME OF BANK OR FINANCIAL INSTITUTION — ...................:................ INFORIviA'iTON»>v ......................... ..................................... .. ................................. .................................... .................................... BRANM LOCATION ACCOUNTNL"? RER VENDOR NAME SAT r-REP EXECUTIVE COPIER SYSTEMS INC. Graeme Burns �DREZS 5-520 Westney Road South, Ajax Ont L1S 6W4 TERRITORY QUANTITY DESCRIPTION(Make,Model and Do iptim) IDESGRIPTTOI�z: 1 SHARP COPIER M i 1 SHARP SF-A54 Reversing Auto Document Feuer 50522885 I ! 1 SHARP SF-DM11 Duplex s n 50415676 1 SHARP SF-D20 500 Sheet drawer with stand s/n 50604506 1 SHARP SF-S15 20 Bin Sorter s n 50510931 TEILM FALLING FREQUENCY RENTAL AMOUNT COPIES INCLL DED OVER USAGE MONTHLY Year.t a "nu i I QUARTERLY Year.2 n/a cents 3 6 2 3 5. 2 8 Year.3 n/a cents s n/a copies months Number of Rental Periods per Rental Period Inc.sided In Rental Amount Year.4 n/a cents I i Year.5 cents � and over copy ALL AMOUNTS ARE SUBJECT TO APPLICABLE TAXES CUSTOMER ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH ARE SET FORTH ON THIS PAGE AND ON THE REVERSE SIDE. CUSTOMER FOR OFFICE USE ONLY (Legal Name)..........MQN.I COPAL I.T Y.--OF.....C.LARIN TGTON__..................... I EXECUTEDAS LESSOR: ..................................................................................-- .................._.............................._..................... The undersigned affirms that he/she is duly authorized to execute it s Agreement. SHARP ELECTRONICS OF CANADA LTD. BY: / TITLE..........------------------ - Authorized Signa :,By: .......................................................... .-- .....TITLE...._..:.-..---... BY: __........_.. _.. Authorized Signature y ........._ .. .... ....... .... .. .... .......................... Autho Signature J MS058-02/93 TERMS AND CONDITIONS Lessor Hereby rents to Customer and Customer Teats from Lessor the personal property listed 12.TITLE Customer shall have no right,title or interest in the Equipment other than.conditional upon u meal" under the terns and conditions set Customers compliance with and fulfilment of the tams and conditions of this Agreement.the right t *ad described us the revere side t the q it EP ) forth heyela.Customer wamola that the Equlpment is belay rented and will be used for business maintain possession and use of the Equipment to or for the full Term and any Renewal Period.Lessor may and eon rnerclal purposes only.This Contract( Agreement )shall not become binding on Lessor require plates a markings t be affued t or placed on the Equipment indicating lessor is the owner. until accepted in writing by Lessor as evidenced by the signature of ■ duty authorized Lessor and Customer hereby confirm their intent that the Equipment shall always remain aid be darned representative of Lessor in the space provided on the reverse side. perSonal or movable property,even though said Equipment may hereinafter become attached or affixed ant cannot be terminated during the term set to realty- 1. NON CANCEL(ABLE CONTRACT. This Agreement 13. CONTRACT REPLACEMENT. if Customer has a real or lease contract that is being temtimted forth an the reverse side("Term")except as expressly provided herein. and replaced by this Agramert. Customer hereby acknowledges and waaits that the remaining 2.RENTAL. "Rental Period"shall mean each month or quarter year period as indicated in the Billing balance of payments and other amounts owing under any such replaced contract have been prorated and Frequency box on the reverse side.Customer shall pay to iessor on the first day of each Renal Period included in the Rental payable under this Agreement. of the Tent,commencing in the month during which the Equipment is delivered to Customer and continuing for the Term,the amount set forth L1 the Rerzal Amount box("Rental").Customer shall in 14. DEFAULT. The occurrence or happening of any one or more of the following events shall addition pay to Lessor no later than the last day of the Renal Period following the Metered Period(as constitute anaevent of default:wi(thin five 5 yda s of the dPay e date thereof-.( allure byenLltsloma o[ defined in the Meta Readings paragraph set forth below)as additional renal an amount equal to the amoti m payable bserve re der-ithi condition or agreement due be performed or observed hereunder and number of copies used in the Metered Period in excess of the Copies Included multiplied by the cost per pert Y copy rate set forth above in the Overusage Rate box for the cotresponding year of the Term('Additional such failure shall continue for a period of 20 days; (ii)any represenation or warranty made by copy rate set Rena!payable a ycr Rene Period shall not be reduced if the number of copies used in Customer herein or in any document or cert�cate furnished t lessor in connection herewith or the Metered Period is less than the Copies included.The obligation to pay Rental and Additional Renal pursuant herein shall prove to be incorrect at any time in any material respect;(tv)if Clustoma becomes is absolute and unconditional and shall not be subject to any abatement.reduction,se[off,defence or insolvent or banlwp t or makes an assignment for the benefit of re itors or eansams;to the appointment of a trustee or receiver,or a trustee or receiver be appointed for Customer or for a substantial part Of its counterclaim unless specifically provided for in the Agreement. 3.MAINTENANCE AND SERVICE. Lessor s:-all be obliged at its cost t keep the Equipment in good orproperty Customer,(vi consent;w(ri;executibankruptcy,, tachment of similar process be issued proceedings against the repair.condition and working order and furnish all pare and servicing required therefor.in performing Equipment such obligations.Lessor shall keep the Equipment functioning in accordance with the general operating steer ucations and standards of the manufact u a thereof and shall respond to requests for servicing by Upon tux hap>Pculeg of an event of default,Lessor in its absolute discretion may:(a)enter upon the G1u[fonts during Less usual business hours tSonday to Friday in uch week("Lessors used business pntmises where such Equipment is located and take immcdiue possession tltarof,whether it is affued hours")within a rasonable response period following a request by Customs(reasonable response t rahy or riot,end remove ttx same,without liability to Lessor for or by reason of such entry a taking period shhall be based end determmed on sac factors u location of Customs,cimatic and traffic of possession wheher for damage[o property or otherwise and sell,rent or otherwise dispose of the conditions and the availability of parts and canpower).Custmer will be invoiced and pay(i)for same far such consideration and upon such terms and condidons as lessor[nay reasombly deem fit (b) service calls outside of Lessors usual business hours at lessors then cumin published service rata for in the name of and have�� a AaB� peen o �and and service outside Lessors used business hours,s d(u)for unusual and frequent service calls repair and termrtating or being gn� maintenance necessiuted by: Customers negligence, non compliance with manufacturers proceed t rent the Equipment to any other person,firm o corporation on such tams and caditions,for reconmetdations,improper use and operation of the Equipment incompetent and unqualified operators, such rental and for such Period of time u lease may deem fit and receive,hold and apply the same use of defective supplies or supplies not acceptable for use with the Equipment In the armistice of against any monies expressed to be payable fro m time to time by date hereunder-,( terminate s than.five its obligation to maintain and service the Equipment.Lessor shall have the right to substitute an item of Agreement and by written notice to Customer specifying payment the Equipment with another item of equipeeat of the same make and model and in comparable from the date of such notice,require Customer to pay to Lessor as its financial obligation ClZ ancial condition with the item being substituted and Customer shall execute such acknowlegemem of such Obligation")on the date specified in such notice the sum of(i)any Renal.Additional Renal and other substitution as Lessor may reasonably require.Customer agrees that Lessor and/or its authorized agent amounts die and unpaid,and(ii)as a genuine pmestimate of liquidated damages for loss of a bargain shall have access to Customers premises to service.inspect and repay die Equipment and/or to read the anti not as a penalty,an amount equal to the present value of the aggregate of all Rental payable ��and meter thereof.The Equipment shall be located and used at the place designated herein and shall not be M the .1i t of any residual interest which which Lessor such may have thxequ aid which was used in moved without the prior written consent of Lessor. the establishment of the Rene and Term;(d)as a late charge,require the payment of interest at the rate 4.REPRESENTATIONS AND WARRANTIES- Lessor warrants that it is the owns of the Equipment, of 24%per annum on any overdue payment until paid Upon payment by Customer of its Financial free from arty encumbrances. Customer acknowledges that any other warranties with respect to the ligation,lessor shall refund to Customer the net amount recei dg ved by Lessor on any sale,lease or Equipment will be manufacturers warranties which.if assignable,are hereby assigned by Lessor to disposition of the Equipment after deducting all costs and expenses incurred by reason of the occurrence Customer.Customer further acknowledges a.-id agrees that its obligation to pay Renal,Additional of the event of default or the exercise of Lessors remedies m respect thereof, including selling Renal and all other amounts payable hereunder is unconditional. Lessor, upon the prior written commissions and expanses and legal fees and disbursements on a solicitor/client basis Except as reasonable request of Customer,will co-operate and assist Customer in the enforcement of any warranty otherwise expressly provided above,no remedy referred to in this section is intended to be exclusive, assigned hereunder. but each shall be cumulative and in addition to any other remedy referred to above or otherwise 5. ASSIGNMENT BY LESSOR. Lessor may at arty time assign all or part of its interest in this available to Lessor at law or in equity. Agreement or the Equipmem. In the event of any such assigninent,the assignee shall be entitled to 15. NOTICES. Any notices and demands required to be given herein shall be given to the patties in enforce the rights so assigned and to provide a-_y nonce,correspondence or demand provided hereunder writing and by registered mail at the address herein set forth,or to such other address as the parties may in its own name in place of Lessor and Customer hereby accepts all such rights.Lessor shall continue to hereafter substitute by written notice given in the ma.•mer prescribed in this section. Lessor and have the obligations of Lessor set forth herei,and warrants that any assignment pursuant hereto shall Customer hereby agree that all documents,including this Agreement,sent by facsimile or other means not affect the rights of Customer hereunder provided, however, that Customer will not withhold of electronic transmission to the other party shall be considered to be original documents. payment of any amounts due under this Agreement of otherwise default on its obligations under this 16. FURTHER ASSURAINCES. Customer will promptly execute and deliver to L Agreement by reason of any claim in the nature of set off or compensation which it might have or claim essor such further to have by reason of the failure or the alleged failure b y Lessor to perform its obligations hereunder until documents and eke such further scion a Lasso may request in odds Lessor more effectively carry out the the expiry of sixty(60)days following Customcds written notice to any assignee setting forth the details intent and purpose hereof. fourteen lessors request,Customer snail send[assn fts audited and/or unaudited of Lessors failure to perform.During such peiod,the assignee may remedy a arrange to remedy any financial statements within fourteen{14)days of such request such failure by Lessor including,but not limited to,arranging with another party to perform Lessors 17. COLLECTION CHARGES. Should Customer fail to pay when due any part of the Rental, maintenance and service obligations hereunder_ Additional Renal or renewal Rental herein reserved or any sum required to be paid to Lessor hereunder, 6.METER READINGS. On the£rat worki:.g day of each Renal Period,Customs agrees to notify Customer shall pay to lessor,in addition thereto,a late charge of ten dollars($10.00)for each month or Lessor,or its designated agent,of the complete and accurate meter reading(s)from the Equipment as of pan thereof for which said Rent or other sum shall be delinquent together with interest on any and all the last working day of the immediately preceding Renal Period("Metered Period")and all such delinquent payments and amounts in default from the date thereof until paid in full at the rate of 24% notification of readings shall be in format designated by Lessor.Lessor shall use the meter readings per annum calculated monthly. Customer further agrees to pay to Lessor a returned cheque or provided by customs to calculate the actual csage for the Metered Period.Lessor reserves the right to non-sufficient funds(NSF)charge to reimburse Lessor for its time and expense incurred with respect to conduct an on-site inspection and verify the ac uracy of the meta readings al any time and substitute its a cheque or a Pre-Authorized Payment debit that is returned for any reason,such NSF charge shall be own readings in place of the readings provi6od by Customer.Should Customer fail to provide man the Bata of S25.00 or the actual bank charges to Lessor plus other amourxs allowed by kw. readings of the first working day of the Ren a]Period following a Metered Period,lessor reserves the 18. CREDIT INVESTIGATION. Customer hereby consents to Lessor conducting a personal right to substitute an estimated meta rang and to calculate an estimated actual usage for such investigation or credit check upon.0 subject to applicable legislation. At Lessors request. Metered Period and Customer hereby agrees:o accept such estimated usage. Customer agrees to pay a contract initiation fee to Lessor of 5100.00 or Lessors actual costs,whichever 7. CONTINUING AGREEMENT. Provided Customs is not in default hereunder,this Agreement will is greats,such fee to cover Lessor's initial processing and registration corm be automatically renewed on a month-to-month basis upon the expiration of the Term ("Renewal 19. ADD-ON EQUIPMENT. Customer and Lessor agree that additional Equipment ("Add-on Period")upon and subject to the terms and conditions set forth herein including the periodic Renal Equipment")may be rented pursuant to this Agreement,the terms and conditions of which shall apply unless either Lessor or Customer has notified the other in writing within thirhy(30)days prior to the thereto provided Customer and Lessor agree in writing to the specific terms and conditions of such expiration of the Term to the effect that the Renewal Period will not be enter ed into. During the rail.Any such writing,which may include a purchase order issued by Customer for such Add-on Renewal Period,either party may cancel this Agreement by providing thirty(30)days'written notice to Equipment,shall provide:(1)reference to this Agreement(2)a description of the Add-on Equipment, the other party. (3)the Term of such rental,and(e)The Renal and Additional Renal amounts payable for the Add-on 8. RETURN OF EQUIPMENT. In the eve:z e l e.?ury elects not to proceed into the Renewal Period Equipment The renal of such Add-on Equipment shall be subject to the turns and conditions of this or being in the Renewal Period elects to ca-)xl this Agrecment.Customer shall,at its own risk and Agreement except as specifically provided in such writing. expense,immediately return the Equipment:o Lessor,or its designated agent,in the some condition as 20. WAIVER. The parries hereto agree that this document be written in the English language.Les when delivered,ordinary wear and tear excepted,at such location as Laser shall designate. parties aux prEsentes convierne it d cc que cc document suit r6dige en anglais. 9. LAWS AND TAXES. Customer shall comply with 311 governmental laws,regulations and orders 21 MISCELLANEOUS. Time is of the essence with respect to this Agreement and no waiver by relating to this Agreement,the Equipment and its use and agrees to pay when due all license fees, lessor of any default shall constitute a waiver of any other default by Customer or waiver of Lessors assessments and all axes,including but not-:shod to sales,goods and services•property,excise,and rights.Should Customer fail to perform any obligation hereunder,Lessor may cause such obligation to other taxes now or hereafter imposed by ar-a fedezl.provincial,municipal or other taxing authority be performed and the cos:thereof together with interest at 24%per armum shall be considered as upon this Agreement or any Equipment,or purchase,ownership,delivery,renting,possession,use, additional renal to be paid by Customer.This Agreement contains the whole of the agreement between operation and return thereof(but excluding i.come x-,d capital taxes of Lessor).Any foes,axes or other the panties and there are ro collateral agreements or conditions not specifically set forth herein and no lawful charges paid by Lessor upon failure o[Customer to make such payments shall at lessors option modifications,amendments or mnations shall be effective or binding unless agreed to in writing and become immediately due from Customer to Lessor. properly executed by the parties.This Agreement shall be binding upon and inure to the benefit of the 10.. EQUIPMENT RISK AND INSURANCE. T.•te Equipment shall be at the risk of Customer. parties hereto, their permitted successors and assigns. Any provision of this Agreement which is Customer shall obtain and maintain for the Esc Term and am•Renewal'Period of this Agreement,at its unenforceable in any jurisdiction.shall, as to such jurisdiction,be ineffective to the extent of such own expense,property damage and liabil-?' ins'.::stare and insurance against loss or damage to the prohibition or uncnforceability without invalidating the remaining provisions hereof and any such Equipment,in such amounts,in such form nn-wi.h such insurers as shall be satisfactory to Lessor,but prohibition or uncriforcezbility in any jurisdiction shall not invalidate or render unenforceable such in any event insurance of the Equipment sha:i not be less thz:.'he Casualty Amount hereinafter set forth. •+revision in any other jurisdiction.The Customer acknowledges and agrees that clerical errors shall not Each insurance policy will name Customer id lessor as insured.At Lessor's request,Customer shalt affect the validity of this agreement and Lessor shall be entitled to unilaterally correct the same. r furnish to Lessor a cetilicate of insurance cc other evidence satisfactory to Lessor that such insurance CUSTOMER ACKNOWLEDGES THAT STATEMENTS UNDER THE VARIOUS PROVINCIAL coverage is in afters.In the event that any i c�of the Fqu.pment shat:become lost,stolen,destroyed or PERSONAL_ PROPER'Y SECURITY ACTS MAY BE REGISTERED WITH RESPECT TO THE damaged beyond repair for tiny reason,or n t e event o:any condemnation,confiscation,theft or AGREEMENT AND THE FQUIPS1EI T AND HEREBY WAIVES RECEIPT OF,AND Tl{E RLGHT seizure or expropriation of such item,Cusoner s`3i1 promptly notify Lessor and pay to Lessor with TO RECEIVE, A COPY OF ANY SUCH REGISTERED STATEMENT OR VERIFICATION rupees to such item or items h amount to(i)any Renal,Additional Rental and urns amounts STATEMENT WITH RFSPECf THERETO. TO Tlir EXTENT NOT PROHIBITED BY ANY LAW' due and unpaid,(ii)the present value of the aggregate of z!1 Rental with respect thereto payable to the APPLICABLE TO AND GOVER\L\'G THIS AGREEMENT.CUSTOMER HEREBY WAIVES THE LATION WHICH WOULD expiration of Term(calculated by discount such amounts a:eight percent(8%)per annum),plus(iii) BENEFIT OF ALL PROVISIONS OF ANY LAW,STATUTE OR REGU i..g the amount of any residual which Lessor¢xy have in the 6quipmnent and which was used to establish IN ANY MANNER AFFECT LESSOR'S RIGHTS AND REMEDIES HEREUNDER.INCLUDING the Rental and Tenn (the aggregate of saris (i) (ii) and (iii) is hereinafter called the "Casualty PROVISIONS OFTHE LLNIITATiONS OF CIVIL RIGHTS ACT OFSASiCATCHEWAN. Amount"). 11. ASSIGNMENT BY CUSTOMER. Cusr•aver agrees not:o sell,assign,sublet,pledge,hypothecate an'.-',Crest in this Agreement or the Equipment