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HomeMy WebLinkAbout96-69 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 96-69 Being a By-law to authorize the execution of a Lease Agreement with O.E. Oshawa Inc. (O.E. Leasing Inc. ) , Oshawa, 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 O.E. Oshawa Inc . (O.E. Leasing Inc . ) , Oshawa, Ontario, and said Corporation, which is attached hereto and marked Schedule "An . By-law read a first and second time this 15th day of April, 1996 . By-law read a third time and finally passed this 15th day of April, 1996 . ayor Cler LEASE CONTRACT NUMBER: IbE Leasing SALES REP AGREEMENT A Division of OE Financial Services Inc. TERRITORY CUSTOMER NAME 4< G✓- BILLING ADDRESS CITY AND POSTAL> PROVINCE � `/� C l CODE/ CUSTOMER PERSON TO CONTACT TELEPHONE NUMBER FAX NUMBER CONTACT Q�t� �A-) BANK NAME OF BANK OR FINANCIAL INSTITUTION INFORMATION BRANCH LOCATION ACCOUNT NUMBER EQUIPMENT QUANTITY DESCRIPTION(Make,Model,Serial Number and Description) DESCRIPTION vZ v INSURANCE Unless Customer waives this insurance option by signing below,Customer hereby requests and authorizes Lessor to obtain replacement value insurance covering loss OPTION or damage to the Equipment.Such insurance shall be placed with an insurance company of Lessor's choice and Customer will receive an insurance certificate outlining the coverage in effect.Customer acknowledges that the periodic rental amount appearing below will be increased by 3%(minimum$5.00 increase)during the term that such coverage is in effect. INSURANCE WAIVER:Customer hereby waives the above insurance option and agrees to obtain independent coverage at its own expense,in accordance with the Equipment Risk and Insurance section on the reverse side,adding Lessor as an additional insured and showing Lessor as a co-loss payee,and further agrees to provide Lessor with evidence of such coverage within 30 days from the commencement of the Agreement and at any other time upon request. Insurance option waived by: Title(s) RENTAL TERM BILLING FREQUENCY NUMBER OF RENTAL PERIODS RENTAL AMOUNT DETAILS VI nthly O Quarterly 36- M O Semi Annual El Annually $ � Ta months plus applicable Taxes BILLING if above Rental Amount is less than$150.00,Customer hereby acknowledges that a$5.00 surcharge will be added to each Rental to cover Lessor's billing and handling SURCHARGE expenses.Customer may avoid this billing surcharge by completing the Pre-Authorized Payment Plan section below. PRE- Lessor is hereby authorized to periodically draw payment under its Pre-Authorized Payment Plan from the bank account specified in the Bank Information section AUTHORIZED above and/or as outlined on the attached sample cheque to cover the Rental and other amounts due under this Agreement. PAYMENT PLAN Authorized Cheque Signer(s): Title(s) PLEASE ATTACH AN UNSIGNED SAMPLE CHEQUE CUSTOMER ACKNOWLEDGES HAVING READ THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH ARE SET FORTH ON THIS PAGE AND ON THE REVERSE SIDE. CUSTOMER /1 / l ,q FOR OFFICE USE ONLY (Legal Name).........,.........Y. C.....................' t.���.......D�... EXECUTED AS LESSOR: .................................................................................................................................................................... The undersigned affirms that he/s a is d t zed to execute tis Agreement. OE LEASING,division of OE Financial Services Inc. g 8 P.O.Box 5027,4145 North Service Road,#401,Burlington,Ontario UR 3Y8 MAYOR .. GST Registration No.136454014 BY:.... .. . ...... ..... . ..... . .... ... ............ ....... TLE................................... Authorized Si ture D E ......... BY:......... ........... ............t...................TITLE...CLERK............... Authorized Signature Authori d Signat AT BARRIE OEI00112193 TERMS AND CONDITIONS Lessor hereby rents to Customer and Customer rents from Lessor the personal property listed and 13. TITLE. Customer shall have nq right.title or interest in the Equipment other than,conditional upon described oil the reverse side herewith("Equipment")under the terms and conditions set forth herein. Customer's compliance with and fulfilment of the terms,and conditions of this Agreement,the right to Customer warrants that the Equipment is being rented and will be-used for business and commercial maintain possession and use of the Equipment for the full Term and any Renewal Period.Lessor may purposes only.This Contract("Agreement")shall not become binding on Lessor until accepted in writing require plates or markings to be affixed to or placed on the Equipment indicating Lessor is the ol;ucr. by Lessor as evidenced by the signature of a duly authorized representative of Lessor in the space provided Lessor and Customer hereby confirm their intent that the Equipment shall always remain Intl be deemed on the reverse side. personal or moveable property,even though said Equipment may hereinafter become attached or affixed to - 1. NON-CANCELLABLE CONTRACT. This Agreement cannot be terminated during Ihe term set forth realty. on the reverse side("Term")except as expressly provided herein. 14. CONTRACT REPLACEMENT. If Customer has a rental or lease contract that is beine terminated 2. RENTAL. Customer shall pay to Lessor on the first day of each payment period of the Term file Total and replaced by this Agreement,Customer hereby acknowledges and consents that the remaining balance Payment Amount set forth on the reverse side('Rental")commencing in the month during which the of payment.and other amounts owing under any such replaced contract have been prorated and included Equipment is delivered to Customer and continuing for the Term.If the Rental includes a cost of service or to the Rental payable under this Agreement. maintenance,Customer acknowledges that such inclusion is for Customer's convenience and Customer 15. DEFAULT. The occurrence or happening of any one or more of the following events shall constitute will not assert against Lessor any claim by way of abatement,defence,setoff.compensation,counterclaim an event of default:(it failure by Customer to pay any Rental or other amounts payable hereunder within or the like which Customer might have under any service or maintenance agreement. five(5)days of file Joe dine thereof:(ii)failure by Customer to perform or observe any covenant. 3.LOCATION AND USE. The Equipment shall be located and used at the place designated herein and condition or agreement to be performed or observed hereunder and such failure shall continue for it period shall not be moved without the prior written consent of Lessor.Customer shall at its own cost and expense of 20 days;(iii)any representation or warranty made by Customer herein or in any document or certificate keep the Equipment in good repair,condition and working order and furnish all parts and servicing famished to Lessor in connection herewith or pursuant hereto shall prove to he incorrect at any time in any required therefore.Customer shall cause the Equipment to be operated carefully in compliance with material respect;(iv)if Customer becomes insolvent or bankrupt or makes an assignment for the benefit of manufacturer's recommendations and applicable laws and regulations,by competent and duly qualified creditors or consents to the appointment of it trustee or receiver,or a trustee or receiver be appointed for personnel only. Customer or for a substantial part of its property without its consent:(v)if bankruptcy,reorganization or 4. insolvency proceedings be instituted by or against Customer;(vi)a writ,execution,attachment or similar m REPRESENTATIONS AND WARRANTIES. Customer acknowledges that the vendor and/or manufacturer of the Equipment and the Equipment and its specifications have been selected by the process be issued or levied against the Equipment. Customer for the purpose of the rental thereof to the Customer under this Agreement.Customer hereby Upon the happening of an event of default.Lessor in its absolute discretion may:(a)enter upon the acknowledges that it is leasing the Equipment hereunder in an"as is"condition and that prior to premises where such Equipment is heated and take immediate possession thereof,whether it is affixed to installation,the Equipment may have been used in limited trial activity and may have been reset for realty or not,and remove the same,without liability to Lessor for or by reason of such entry or taking of warranty and maintenance purposes.Except as hereafter set forth,no representation or warranty,express possession,whether for damage to properly or otherwise,and sell,rent or otherwise dispose of the same or implied,legal,statutory,customary or otherwise is given or made in respect to file Equipment,including for such consideration and upon such terns and conditions as Lessor may reasonably deem fit:(b)in the but without limitation the merchantability,condition,design,operation or fitness for purpose of use thereof name of and as the irrevocably appointed agent and attorney for Customer and without tem+inating or or its freedom from liens and encumbrances.If-the Equipment is not properly installed,does not operate as being deemed to have terminated this Agreement,take possession of the Equipment and proceed In rent intended by Customer or as represented by the manufacturer or vendor,totally fails to function or perform the Equipment to any other person,firm or corporiuion on such terms and conditions,for such rental and so as to give rise to a fundamental breach or alleged fundamental breach with respect to the Equipment,or for such period of time as Lessor may deem fit and receive,hold and apply the same against any monies is unacceptable for any other reason whatsoever.Customer shall claim only against such vendor or expressed to be payable from time to time by Customer hereunder:(c)terminate this Agreement and by manufacturer under such warranties made available to Customer and shall nevertheless unconditionally written notice to Customer specifying a payment(late not earlier than five(5)days from the date of such pay Lessor all Rental and other amounts payable hereunder.In no event shall Lessor be liable to Customer notice,require Customer to pay to Lessor Is its financial obligation("Financial Obligation")on the date for damages,whether direct,indirect,special,consequential or otherwise,resulting from(tar in any way specified in such notice the sum of(i)any Rental and other amounts due and unpaid,and(it)as a genuine connected with the use or performance of the Equipment and Customer hereby indemnifies Lessor against pre-estimate of liquidated damages for loss of a bargain and not as a penalty,an amount equal to the any such damages. present value of file aggregate of all Rental payable to the expiration of the Tenn calculated by discounting 5. SOFTWARE LICENSE. Lessor hereby grants to Customer and Customer accepts a non-transferrable such aniounts at eight percent(87)per annum.and(iii)the amount of anv residual interest which Lessor and non-exclusive license to use on the Equipment any software products provided therewith("Software"). may have in the Equipment and which was used in the establishment of the Rental and Term:(d)a%a line Customer may not alter or mollify Software and will not copy,disclose or otherwise make available the charge,require the payment of interest at the rate of 24°J per annum on any overdue payment until paid. Software in whole or in part to any person without the prior written approval of Lessor. Upon payment by Customer of its Financial Obligation.Lessor shall refund to Customer the net amount 6. ASSIGNMENT BY LESSOR. Lessor may at any time without notice to or the consent of the received by Lessor on any sale,lease or disposition of the Equipment after deducting all costs and Customer.assign all or part of its interest in this Agreement or the Equipment.In file event of any such expenses incurred by reason of the occurrence of the event of default or the exercise of Lessor's remedies assignment.the assignee("Assignee)shall be entitled to enforce the rights so assigned and to provide any in respect thereof,including selling commissions and expenses and legal fees and disbursements on a notice,correspondence or demand provided hereunder in its own name to place of Lessor and Customer solicitor/client basis.Except as otherwise expressly provided above.no remedy referred to in this section is hereby accepts all such rights.If Lessor is the vendor or manufacturer of the Equipment("the Original intended to be exclusive,but each shall be cumulative and in addition to any other remedy referred to Lessor'),the Assignee shall be under no liability um Customer to perform Original Lessor's obligations above or otherwise available to Lessor at law or in equity. with regard to the service or performance of the Equipment and shall not he liable for any breach of 16 NOTICES. Any notices and demands required to be given herein shall he given to the parties in warranty or any other liability arising front the manufacture or use of the Equipment or its fitness for use writing and by registered mail at the address herein set forth,or(o such other address as the parties may for the purposes for which it was imended.The sale,assignment and transfer of this Agreement includes all hereafter subsfimte by written notice given in the manner prescribed in iiiis section.Lessor and Customer rentals and other moneys parable hereunder,including any insurance proceeds. hereby agree that all documents,including this Agreement,sent by facsimile or other means of electronic 7.PRE-AUTHORIZED PAYMENT PLAN. If Customer has completed the pre-authorized payment transmission to the other party shall he considered to be original documents. section on the reverse side.Customer warrants that the signatures appearing on the reverse hereof art those 17. R1R"f11ER ASSURANCES. Customer will promptly execute and deliver to Lessor such further of the persons authorized to sign on the mccount with the Bank.The Customer authorizes and requests the documents and take such further action as Lessor may request in order to more effectively carry out the Bank to pay and debit the bank account specified on the reverse side("Specified Account') lether if intent and purpose hereof.At Lessor's request.Customer shall send Lessor its audited and/or unaudited continues to he maintained at the location set forth on the reverse hereof or is maintained at another branch of the Bank all payments purporting lobe drawn on the Bank on behalf of('a%lomer n rhle to the Lessor, financial statements within fourteen(14)days of such request. Pa Ya or its Assignee and are presented to the Bank for payment and to pay and debit to the Specified Account 18. COLLECTION CHARGES. Should Customer fail to pay when(lue any part of the Rental,or renewil all amounts specified on any magnetic or computer produced paper hope that is or purports to be a direction Rental herein reserved or any sum required to be paid to Lessor hereunder.Customer shall pay to Lessor, on behalf of the Customer to credit an amount to the payee and(to debit such amount to the Specific([ in addition(hereto,a late charge of ten dollars($10.00)for each month or part thereof for which said Rent Account.Customer acknowledges that provision and delivery of this authorization to the Lessor or other sum shall he delinquent together with interest on any and all delinquent payments:tad amounts in constitutes delivery by the Customer to the Bank. default from the date thereof until paid in full at the rate of_34%per annum calculated monthly.Cuslonmer g. CONTINUING AGREEMENT. Provided Customer is not in default hereunder,this Agreement will be further agrees fo pay to Lessor a refumed cheque or non-sufficient funds(NSF)charge to reimburse Lessor automatically renewed on a month-to-month basis upon the expiration of the Tenn('Renewal Period") for its time anti expense incurred with respect to a cheque or a Pre-Authori/ed Payment debit that is upon and subject to the temms and conditions sct forth herein including the periodic Rental unless either returned for any reason,such NSF charge shall be the greater of$2500 or the actual bank charges to Lessor or Customer has notified the other in writing within thirty(30)days prior to the expiration of the Lessor plus other amounts allowed by law. Term to the effect that the Renewal Period will not he entered into.During the Renewal Period,either 19. CREDIT INVESTIGATION. Customer hereby consents to Lessor conducting a personal investiga- party may cancel this Agreement by providing thirty(30)days'written notice to the other party. lion or credit check upon Customer subject to applicable legislation.At Lessor's request.Customer agrees 9. RETURN OF EQUIPMENT. In the event either party elects not to proceed into the Renewal Period or to pay a contract initiation fee to Lessor of$Ill(LINI or Lessor's actual costs,whichever is greater,such fee being in the Renewal Period elects to cancel this Agreement,Customer shall.at its own risk and expense, to cover Lessor's initial processing and registration costs. immediately return the Equipment to Lessor,or its designated agent,in the same condition as when 20. ADD-ON EQUIPMENT. Customer and Lessor agree that additional Equipment("Add-on delivered,ordinary wear and tear excepted,at such location as Lessor shall designale. Equipment')may be rented pursuant to this Agreement,the terms and conditions of which shall apply 10. LAW'S AND TAXES. Customer shall comply with all governmental laws,regulations and orders thereto,provided Customer and Lessor agree in writing to file specific terns and conditions of such rental. relating to this Agreement,the Equipment and its use and agrees to pay when(lite all license fees, Any such writing,which may include a purchase order issued by Customer for such Add-on Equipment. assessments and all taxes,including but not limited to sales,goods and services,property,excise,and other shall provide:(1)reference to this Agreement(2)a description of the Add-on Equipment,(3)the Tenn of taxes now or hereafter imposed by any federal,provincial,municipal or other taxing authority upon this such rental,(4)the payment frequency or number of payments and(5)the Rental amount payable for the Agreement or any Equipment,or the purchase,ownership,delivery,renting,possession,use,operation and Add-on Equipment.The rental of such Add-on Equipment shall be subject to the temps and conditions of retum thereof(but excluding income and capital taxes of Lessor).Any fees,taxes or other lawful charges this Agreement except as specifically provided in such writing. - paid by Lessor upon failure of Customer to make such payments shall at Lessor's option become im- 21 WAIVER. The parties hereto agree that this document be written in the English language.Les parties mediately due from Customer to Lessor. - aux presentes conviennent it cc que cc document soil redige en anglais. 11. EQUIPMENT RISK AND INSURANCE. The Equipment shall be al the risk of the Customer.If 22 MISCELLANEOUS. This Agreement shall be governed by the law of the Province in which the Customer has waived the insurance option on the reverse side,Customer shall obtain and maintain for the entire Term and any Renewal Period of this Agreement,at its own expense,insurance against liability Agreement was entered into.Time a of the essence with respect to this Agreement and r waiter by arising from damage to property of others and bodily injury or personal injury,and insurance against loss Lessor h any default shall co perform a waiver ga any other default by Customer or waiver of Lessor's he or damage to the Equipment in such amounts,in such form,and with such insurers as shall be satisfactory rights.Should Customer fail to together any obligation hereunder,4%p Lessor may cause such obligation io al to Lessor,but in any event the insurance coverage with respect to loss or daniage to the Equipment shall -rental to performed and the cost thereof together with interest i the per annum shall ee considered as additional not be less than the then relevant Financial Obligation as set forth in the section entitled Default.Each rental to be paid by Customer.age This Agreement contains the whole se the agreement between the panics insurance policy will name Lessor as insured and co-loss payee and Customer shall furnish to Lessor a and there are no collateral shall h agreements ct conditions not specifically set forth herein and no modifications, certificate of insurance or other evidence satisfactory ho Lessor that such insurance coverage is in effect amendments or variations shall he effective or binding unless agreed to in writing and properly executed within thirty days from the commencement of this Agreement.In the event that any item of the Equipment by file parties.This Agreement shall he binding upon and inure to the benefit of the parties hereto,their shall become lost or stolen,destroyed or damaged beyond repair for any reason,or in the event of any permitted successors and assigns. Any provision of this Agreement which is unenforceable in any condemnation,confiscation,theft or seizure or expropriation of such item,Customer shall promptly notify jurisdiction shall.as to such jurisdiction,be ineffective to the extent of such prohibition or unentiorceahility Lessor and pay to Lessor with respect to such item or items an amount equal to its then relevant Financial without invalidating the remaining provisions hereof and any such prohibition or unenforceabi lily in any Obligation..If Customer has not provided satisfactory proof of insurance.Lessor reserves the right to jurisdiction.shall not invalidate or render unenforceable such provision in ant other jurisdiction.The obtain insurance on its own behalf and Customer hereby agrees tha;the Rental shall be increased by 3'7 Customer acknowledges and agrees that clerical errors shall not affect the validity of this agreement and (minimum$5.0O increase]during the period That such insurance coverage is in effect.If Customer has not Lessor%half be entitled to unilaterally correct the same. waived the insurance option on file reverse side,Lessor may,at its sole discretion,of any time discontinue CUSTOMER ACKNOWLEDGES THAT STATEMENTS UNDER THE VARIOUS PROVINCIAL. insurance coverage under the insurance option provisions on the face of this Agreement by providing the PERSONAL PROPERTY SECURITY ACT'S MAY BE REGISTERED WITH RESPECT TO TI IF Customer with thirty(30)days written notice of such discontinuation,in which event the Customer's AGREEMENT AND THE EQUIPMENT AND HEREBY WAIVES RECEIPT OF,AND"(TIE RICH"f insurance obligations become those that would have otherwise been to effect had the insurance waiver TO RECEIVE,A COPY OF ANY SUCH REGISTERED STATEMENT OR VERIFICATION been executed. STATEMENT WITII RESPECT THERETO.TO THE EXTENT NOT PROHIBITED BY ANY LAW 12. ASSIGNMENT BY CUSTONIe.R. Customer agrees not to sell.assign,sublet,pledge,hypothecate or APPLICABLE TO AND GOVERNING"THIS AGREEMENT.CUSTOMER HEREBY WAIVES THE otherwise encumber or suffer a lien upon or against an interest in this Agreement or the Equipment without BENEFIT OF AIL PROVISIONS OF ANY LAW,STATUTE OR REGULATION WHICH WOULD IN the prior written consent of Lessor.In the event of an assignment,Customer agrees to pay an assignment ANY MANNER'AFFF.CT LESSOR'S RIGHTS AND REMEDIES HEREUNDER. INCLUDING fee to Lessor of$IUO.(H)or Lessor's actual costs,whichever is greater. PROVISIONS OF THE LIMITATIONS OF CIVIL RIGHTS ACT OF SASKATCHEWAN.