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HomeMy WebLinkAbout82-49r THE CORPORATION OF THE TOWN OF NEWCASTLE BY -LAW 82 -49 being a by -law to authorize the execution of an agreement with Office Copy Products Limited and Tuckahoe Leasing Corporation for the lease of Photocopying Equipment The Council of the Corporation of the Town of Newcastle HEREBY ENACTS AS FOLLOWS: THAT the Mayor and Clerk are hereby authorized to execute on behalf of the Corporation of the Town of Newcastle and seal with the Corporation Seal, an Agreement between Office Copy Products Limited and Tuckahoe Leasing Corporation and the said Municipal Corporation, for the lease of Photocopying Equipment. • By -law read a first and second time this 26th day of April 1982 By -law read a third time and finally passed this 26th day of April 1982 Mayor Seal Clerk • LEGAL NAME AND ADDRgSS*F LESSEE SUPPLIER OF EQUIPMENT . .. . BANK h�ESSEE NAME Corporation Of The Town Of iveTrcastle NAME Office Copy Products Limited Bank Of :ammerce ADDRESS40 Temperance Street ADDRESS 150 t4ilnor Ave, unit 37 CITY Bowmanville PROV. 'OntaCLO CITY Scarborough PROV. Ontario ._.YE$[] POSTAL CODE UG 3A6 ,' TELEPHONE NO. 416•- 623 -33 79 POSTAL CODE TELEPHONE NO. MIS 3R3 293 -1985 YPS❑ OMPJETE FORM), 50INTACT Mr. D. Oa kit Town Clerk BRANCH NO. SUPPLIER SALESMAN.' EQVIPMENT LOCATION (if OTHER THAN ABOVE) ADDRESS CITY COUNTY PROV. NAME OF. I„ANDLORD t ADDRESS ) PROVINCE PO 1 AL`,CODE' EQUIPMENT'TO'OE LEAS$D _ ..: t NO, OF UNITS DESCRIPTION: MODEL NO., SERIAL NO.,_OR OTHER DESCRIPTION 1 nolta EP 710 Photocopier with Document feeder #1u4587 1 iNlinolta: Auto 20 Sorter - 00700423 *tSTIMALED ATE 27Th April 1982' TERMS OF. PAYMENT ( total subject to arty provincial sales tax % changes) TERM NUMBER OF PAYMENT WILL BE MADE IN ADVANCE RENTAL AMOUNT PROVINCIAL OTHER TOTAL PAYMENT MONTHS PAYMENTS MONTHLY 'OUARTERLY - OTHER SPECIFY EXCLUDING P.S.L. SALES TAX CHARGES - 5 6 ❑ ❑ ..� �5 2 DEPOSIT HELD AGAINST ADDITIONAL PROVISIONS TO TERMS FINAL INITIAL. TERM PAYMENTS, 401,.84 AND CONDITIONS AS SET OUT BELOW LESSEE INFORMATION �KINDOF BUSINESS CORPORATION PARTNERSHIP PROPRIETORSHIP BANK Municipal Corporation I 4(:Y ❑ ❑ Bank Of :ammerce HOW LONG IN- BUSINESS ' "' PRESENTLY LEASING THROUGH PRE- AUTHORIZED PAYMENT.PLAN BANK BRANCH ._.YE$[] (LES$AE No.) -:�, ._ ..... NO YPS❑ OMPJETE FORM), Kin.2 & Zern erance,Bow anvill£' `. Lessewhereby leases from Lessor and Lessor leases to Lessee the personal property described above hereinafter referred to as "the equipment" together with any parts and /or accessories delivered therewith on the following terms and conditions: 1. NO WARRANTIES BY LESSOR. Lessee has requested Lessor to purchase equipment from the supplier and Lessee has selected both (a) the Equipment and (b) the supplier from whomtheLessor istopurchased. Lessee acknowledges that Lessor makes no representations or warranty and there are noagreements, representations, warranties or conditions express, implied, '_' - statutory or otherwise given or made by Lessor with respect to or in connection with equipment or this lease including without limitation the condition of the equipment, its merchantability or its fitness for -any particular purpose. 2. CLAIMS AGAINST SUPPLIER. If the equipment is not properly installed, does not operate as represented or warranted by supplier, or is u'hsatisfactory forany reason, Lessee shall make claim and any complaint thereto solely against supplier and shall, nevertheless, pay Lessor all rent payable under this lease. Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting any such claim, all of the rights which Lessor has against supplier for breach of warranty conditions or any other representation respecting the equipment. 3. ENTIRE AGREEMENT. This instrument (Clauses 1-29 inclusive) constitutes the entire agreement between Lessor and Lessee. Lessee understands and agrees that neither the supplier or any salesman or any other agent of the supplier is an agent of Lessor. No salesman or agent of supplier is authorized to waive or alter any term or conditions of this lease printed hereunder or add any provision hereto. Any representation as to the equipment or any other matter by the supplier, shall in no way affect Lessee's duty to pay the rent and perform its other obligations as set forth in the lease, 4. NON- CANCELLABLE LEASE. This lease cannot by' cancelled or terminated except as expressly provided herein: SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS LEASE- The undersigned acknowledges to have read the entice lease and accepts the terms and conditions thereof. eii _ 27th April 198 DATE OF LESSOR'S PURCHASE ORDER . DATE EXECUTED BY LESSEE'. Corporation Of The T2awn'Of acit;t ACCEPTANQgOF CONTRACT FULL LEGAL NAM OF LESSEE RENTAL C EMENT :( By. AUTHORIZED SIGNAFJtRE �` Title TUCK 9 LEA G Ct R- P,ORATION .° By Clr� Mi ( AUTHORIZED SIGNATURE Title BY _ $9E COPY_ , }. . - - _ .__ ,- - - -- - AFFIX-GORPORAT SEAt- 5. ORDERING EQUIPMENT. Lessor agrees to order the equipment from supplier upon the terms and conditions of the purchase order initially attached hereto. Lessee agrees to accept delivery ofequipment. Lessee.hereby authorizes Lessor to insert in this lease serial numbers, and other identification data, of the equipment when determined by the Lessor. At the option and upon the request of Lessor, Lessee shall furnish Lessor with a written statement (i) setting forth the matters described above under this paragraph, and (ii) approving the invoice for said item, and (iii) requesting the Lessor to pay the supplier the purchase price thereof. 6. NOTICE OF DEFECTS. Unless Lessee gives Lessor written notice of each defector other proper objection to an item of equipment within five (5) business days after receipt thereof Lessee shall be deemed to have (a) acknowledged receipt of said item in good condition and repair, and (b) accepted it as an item of equipment described in this lease. - a 7. INITIAL TERM. The term of the lease commences upon the date on which Lessor issues its purchase order for the equipment to the supplier, and ends upon the expiration of the number of ,t months specified above under "initial Term of Lease" after the "Rental Commencement Date" shown above. Lessee hereby authorizes Lessor to insert in this lease as said "Rental Commencement Date" the date upon which the equipment is delivered to Lessee or any later date selected by Lessor. - 8. -RENT. Lessee agrees to pay during the term of this lease rent equal to the "Total Payment' as specified above multiplied by the "No. of Payments" as specified above. The first rent payment shall be due upon the date upon which the Lessor issues its purchase order, Lessee hereby authorizing Lessor to insert in this lease the date upon which the Lessor issues its purchase order of the equipment and said rent payment shall cover the rental period commencing upon the said Rental Commencement Date. In no event shall said first rent payment be refunded to Lessee. Subsequent rent payments shall be due in advance for the periods covered by such payments on the same day of the month as the Rental Commencement Date, whether or not Lessee has received any notice that such payments are due. 9. LOCATION. The equipment shall be delivered and hereafter kept at the location specified above, or if none is specified, at the Lessee's address as set forth above and shall not be removed r' therefrom without Lessor's prior written consent. The Lessor shall have the right to inspect the equipment at any reasonable time. If the Lessor supplies Lessee with labels stating that the equipment : -: is owned by Lessor, Lessee shall affix and keep the same on any item of supplied equipment. 10: SURRENDER. On termination of this lease or any renewal term Lessee shall at its cost return the equipment to Lessor by delivering the same packed for shipment to such place or carrier in the municipality where the equipment is located as Lessor may specify. If Lessee defaults in returning the equipment, the Lessee shall be deemed to be overholding and rent shall continue, and - alt other terms and conditions of this agreement shall continue in full force and effect. At any time during such overholding, the Lessor may at its option enter upon the premises where said equipment may be and take possession of and remove it at the Lessee's expense, all without legal process. 11. REPAIR. Lessee will at all times at Lessee's expense keep the equipment in good efficient working order and repair and will not, without prior written notice, make any alterations, additions or improvements to the equipment. All such alterations, additions or improvements shall remain the property of the Lessor. 12. OWNERSHIP AND USE. The equipment shall at all times remain the property of the Lessor and Lessee shall have no right, title of interest therein or thereto except as expressly provided in this lease. The equipment is, and shall at all times be and remain, the personal chattel property notwithstanding that the equipment or any part thereof, may now be, or hereafter become, in any manner affixed or attached to real property or any building thereon. Lessee shall not transfer, deliver up possession of or sublet the equipment and this lease shall not be assigned, transferred, pledged or mortgaged by Lessee. Lessee will not permit the equipment to be used by anyone other than Lessee or Lessee's employees and will use the equipment in a careful manner. 13. LOSS OR DAMAGE TO EQUIPMENT. Except for loss or damage to the said equipment from fire or theft involving forcible entry the LESSEE assumes the entire risk of loss or damage to the said equipment from any cause whatsoever. No loss or damage to the said equipment or any part thereof, except loss or damage from fire or theft involving forcible entry, shall affect or impair z the obligations of the LESSEE hereunder which shall continue in full force and effect, It is understood and agreed that this agreement shall not prejudice the subrogation rights of any insurance Carrier. - - h6,Ma..,_ 14. TERMINATION UPON TOTAL LOSS THROUGH FIRE OR THEFT. In the event of total toss or damage to the said equipment, through fire or theft involving forcible entry, the Lessee -theft Immediately notify the Lessor thereof in writing and the Lessor shall have the right to terminate this lease within 30 days following receipt by the Lessor of such written notification. If the Lessor shall not so terminate this lease then the Lessor shall replace the said equipment as expeditiously as possible and rent shall cease to be payable hereunder until such replacement is made. - 15. LIENS, TAXES: Lessee shall keep the equipment free and clear of all levies, liens and encumbrances which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the equipment. Lessee shall, in the manner directed by Lessor, make and file all declarations and returns in connection with all charges and taxes (local, provincial -. and federal) which may now or hereafter be imposed upon or measured by the ownership, leasing, rental, sale, purchase, possession or use of the equipment, excluding however, all taxes on or measured by Lessor's net income and pay all such charges and taxes. 16. LESSOR'S PAYMENT. If Lessee fails to pay said charges and taxes Lessor shall have the right, but shall not be obligated to pay such charges or taxes and Lessee shall repay to the Lessor the cost thereof with the next payment of rent. 17. LESSOR'S INDEMNITY. Lessee hereby indemnifies Lessor and agrees to save Lessor harmless from and against all loss, theft, damages and expense (including legal fees and costs) - whatsoever arising from any claims, actions, suits or proceedings or otherwise in connection with the equipment and the use thereof including its manufacture, selection, purchase, delivery, possession, use, operation or return and recovery of claims under insurance policy on the equipment. 18. CONSEQUENCES OF DEFAULT. Lessee acknowledges that Lessor has purchased the equipment at the specific request of Lessee for the purpose of this lease and that rent hereunder and loss to Lessor in the event of default are dependent upon the cost of the equipment to the Lessor, the term of the lease and the minimum return expected by Lessor from the sale of the equipment at the end of the original lease terra. If (i) Lessee fails to make any payment herein provided or otherwise fai Is to perform or keep any term or condition hereof or of any other lease between Lessor and Lessee or (ii) the equipment or part thereof in the opinion of the Lessor is in danger of being seized or attached in anyway or, (iii) any proceedings in insolvency, bankruptcy, receivership orliquida- tion be taken against Lessee or (iv) Lessee shall make an assignment for the benefit of creditors or commit an act of bankruptcy or make a bulk sale of its assets, then Lessor may in any such event at its option by notice declare this lease terminated. Upon such termination Lessor shall recover as damages and Lessee shall pay to Lessor the present value (calculated on the basis of an interest rate of 6% per annum) of the total of all amounts due hereunder as rental or otherwise to the expiration of the term or current renewal term thereof. Lessee agrees that such amounts are liquidated damages. The Lessor shall also recover and Lessee shall pay the costs and expenses of Lessor, including reasonable legal fees, in the collection of the amounts due hereunder to Lessor. In the event of termination hereof Lessor may, without prejudice to its other rights hereunder, take possession of the equipment wherever the same may be located without demand or notice and without Court order or other process of law but such taking of possession shall not affect Lessor's rights to recover damages for breach of this lease as herein provided for. In the event of repossession by Lessor the Lessor may sell the equipment at public or private sale with or without notice to the Lessee and upon such terms -and such manner as the Lessor may determine. If the amount of the actual net proceeds of any such sale (after deducting all costs and expenses connected with such repossession and sale) exceeds seven per cent (J %) of the original cost of the equipment, such excess shall be deducted from the Lessor's claim for liquidated damages hereunder. 19. LATE CHARGES AND INTEREST. Should Lessee fail to pay any part of the rent herein reserved or any other sum hereby required to be paid to Lessor by Lessee upon the due date thereof Lessee shall pay to Lessor interest at the rate of 2% per month, or $2.00 (two dollars), whichever is greater, upon such payments due and unpaid until date of payment or until such time as - `lessor shall terminate this lease pursuant to clause 18 hereof. .20. WAIVER OF OFFSETS. Lessee hereby waives and renounces any and all existing claims and offsets against rent or any otheramounts due and agrees to pay such rents and other amounts regardless of any claim which may be asserted by Lessee or on its behalf. 21•. NOTICES. Any notice required or permitted under this lease maybe given by delivering the same to the party to receive the same or mailing the same to such party at the address set forth or wuch other address as such party may notify the other of in writing. Such notice shall be deemed to have been given on the day of delivery if delivered and on the second business day following the day of mailing if mailed. 22. MISCELLANEOUS. If more than one Lessee is named in this lease, the liability of each shall be joint and several 23. ASSIGNMENT BY LESSOR. Lessor shall be permitted to assign this lease without notice and such assignment shall not be subject to the equities as between Lessor and Lessee and _ - such assignment shall not operate to release Lessee from any of its obligations hereunder. 24. BINDING UPON HEIRS, EXECUTORS, SUCCESSORS AND ASSIGNS. Subject to the terms hereof, this lease shall enure to the benefit of and be binding upon the successors and assigns of the respective parties hereto and the heirs, executors and administrators of.Lessee, if an individual. 25. GOVERNING LAW- This lease agreement shall be interpreted and enforced in accordance with the laws of the Province wherein the said equipment is to be located according to the terms hereof. Any provision of this agreement which is unen furceable in anyjunsdic:on shall, as to such j urisdi ction beIneffective to the extent of such prohibition or unentorceability without nvalidating - the remaining provisions and any such prohibition or unenforceabihty in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 26:. CREDIT INVESTIGATION. The Lessee hereby consent to the Lessor conducting a personal investigation or credit check upon the Lessee subject to applicable legislation. 27. WAIVER. The parties hereto agree that this document be written in the English language. Les parties aux presentes conviennent a ce que ce doqument spit redige cans Is langue anglaise. 28. TIME OF ESSENCE. Time shall be of the essence of this lease. 29. LESSEE REPRESENTS AND WARRANTS that all credit and financial information submitted to Lessor herewith or at any other time is true and correct