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HomeMy WebLinkAboutTR-37-94 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON REPORT Meeting: GENERAL PURPOSE AND ADMINISTRATION COMMITTEE File# PH Date: MONDAY, JUNE 61 1994 Fees #CdLl`) , 5 Report#: TR-37-94 File#: By-Law# Subject: PROPOSED PHOTOCOPIER LEASE - CLERK'S DEPARTMENT Recommendations: It is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: 1 . THAT Report TR-37-94 be received; 2 . THAT Council accept the written proposal (Schedule "All ) , from OE Oshawa Inc. , Oshawa, Ontario, (Municipal Leasing) to lease one ( 1) Canon NP9800 with two (2) twenty (20) bin sorters at a monthly cost of $379 . 60 (plus taxes) , for a period of sixty- six months; 3 . THAT the procedures set out in the Purchasing By-law #82-92, Section 5, Paragraph 04, be waived for this particular transaction; 4 . THAT the attached By-law (Schedule "B" ) , authorizing the Mayor and Clerk to execute the Agreement be approved; and 5 . THAT the funds be drawn from the 1994 Unclassified Adminstration Account #7007-00000-0520. BACKGROUND AND COMMENT As Council was previously advised, the current lease agreement for the photocopier Model NP6650, located in the Treasury Department is due to expire in September 1994. This machine was acquired in 1989 and no longer operates efficiently due to excessive break downs . Upon the lease expiry, there is a buyout option available to the Municipality in the amount of $1,644.20 plus taxes . However, due to the fact that this machine is basically worn out, this is not a practical alternative. RLE11L11 _PER 0_1 I THIS IS PRINTED IXJ RECYCLED­ER REPORT NO. : TR-37-94 PAGE 2 PROPOSED PHOTOCOPIER LEASE - CLERK'S DEPARTMENT Our current supplier, Office Equipment Inc. , has proposed that the photocopier from the basement (currently used by the Clerk's Department) be moved upstairs to Treasury, and that the Clerk's Department photocopier be replaced with a fully reconditioned model NP9800 that is more conducive to their operation. An agreement with respect to pricing has been negotiated with Office Equipment Inc. that represents approximately 10% more than we are currently paying for the model NP6650, 7% of which is attributed to the Goods and Services Tax. There would be no penalty imposed to break the existing lease now rather than wait until September. In addition they have also offered to replace at no charge to the Municipality a table top photocopier in the Planning Department that has been fully reconditioned. The value of this replacement is approximately $1,300 . 00 . The Model NP9800 has been used by the Clerk's Department, on a trial basis for approximately the last five (5) weeks. The Clerk's Department has advised that this machine has proven to be exceptional and has substantially improved the efficiency of their operation with respect to the copying and compiling of the agendas. For the information of Council, the outright purchase versus leasing comparison is as follows: i Outright purchase of new Model NP g p 9800 $56,371. 00 Outright purchase of a reconditioned Model NP9800 $16,422 . 00 j Lease $ 379 . 60 x 66 mon. $25,053 . 60 i i REPORT NO. : TR-37-94 PAGE 3 PROPOSED PHOTOCOPIER LEASE - CLERK'S DEPARTMENT A lease agreement is proposed for the following reasons: a) Should it become evident that the photocopier no longer meets the needs of the user, alternative equipment can be negotiated and a new lease agreement entered into, in most cases with no penalty to break the existing lease. b) Warranty guaranteed for term of lease including replacement for non-serviceability. c) Capital expenditure not required, free funds for other purposes . The acquisition of a Canon photocopier will further standardize photocopiers throughout the various Departments of the Municipality. By standardizing our copiers, we are more easily able to transfer equipment from one department to another, dependent on the need. In addition, the price of service for all our Canon photocopiers is .008 cents per copy regardless of the volume, where as with all of their competitors the price varies from . 01 to .02 cents depending on the size of the machine and the volume. The Treasurer has reviewed the funding requirements and concurs with the recommendation. Queries with respect to department needs, specification, etc. , should be referred to the Clerk. i After further review and analysis of the proposal, it was mutually agreed by the Clerk and the Purchasing and Supply Agent that the proposal from O.E. Oshawa Inc. , Oshawa, Ontario, (Municipal Leasing) for the Canon NP9800 be recommended for acceptance. j i Res ec lly submitted, Reviewed by, 'e Ma ano, H.BSc . ,AMCT. , W.H. Stockwell, j Tr as r Chief Administrative Officer lvk d ° r at --Barr ,,te, A.M.C.T. Clerk MM*LB*ld t i SCHEDULE "B" THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 94- 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" . 2 . THAT this By-law not take effect until approved by the Ontario Municipal Board, pursuant to Section 64( 1) of the Ontario Municipal Board Act. By-law read a first and second time this day of June, 1994 . By-law read a third time and finally passed this day of June, 1994 . Mayor Clerk X21 SCHEDULE "All LESSOR: MUNICIPAL LEASING LEASE CONTRACT Municipal Financial OR The Municipal CLIENT N0,' ; Leasing Corporation Trust Company LEASEN b.':;� wtiichever executes this Lease Contract,below,as Lessor — 7100 Woodbine Avenue,Suite 400,Markham,Ontario 1_31`1 5J2 Telephone:(905)946-2155 PLEASE REFER TO THESE NUMBERS QUANTITY EQUIPMENT DESCRIPTION(Include Make,Model and Serial No.) ti•,J� C/l-,J aJ/' goo 1-1/�aT000 P/t=P. Ov+F Ri C11:CuLAr ,-6 k--14 feNi EEII) EQUIPMENT LOCATION:Lessee address below or(specify) SUPPLEMENTAL PROVISIONS OF THIS LEASE CONTRACT(If any): SUPPLIER iUC:. r'SjU ;(1NG .57- W S///)w'I Ur✓T^ TERM(No.of NO.OF PERIODIC RENTAL PMTS WILL BE ADE IN ADVANCE PERIODIC RENTAL I� GST' PERIODIC RENTAL Complete Months) PMTS DURING SAID TERM C MONTHLY I= QUARTERLY❑ AMOUNT Exclusive of Tax 3 7J•(y� PST' PAYMENT' Based on current taxes and tax rates.(Sales Tax Exemption Certificate 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(lo 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 of 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 terminated by Lessor,the MANUFACTURER OR SUPPLIER AND/OR DOES NOT FUNCTION OR PERFORM AS Term will end after the number of months specified above from the dale the Term commences; INTENDED BY LESSEE AND/OR TOTALLY FAILS TO FUNCTION OR PERFORM OR IS OR provided,however,that if the 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 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. PAYMENTS. Lessee agrees to pay rent as follows:(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 rata rent from the dale 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 Rental Payment("Rental")for the first AND NOT AGAINST LESSOR.This Lease may be amended only In writing,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 calendar period of the Term.Lessee shall make all SALESPERSON, NOR ANY BROKER OR OTHER INTERMEDIARY, IS AN AGENT OF payments at Lessor's office shown above,or as Lessor specifies in writing. Lessor's Invoice is LESSOR AND THAT NONE OF THESE HAS ANY AUTHORITY TO ALTER OR WAIVE ANY NOT a condition of 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 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 withheld.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 OTifER 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 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. after any termination of this Lease and both before and after Default and/or judgment. Lessee will 6. COMPLIANCE WITH LAWS;ENCUMBRANCES;TAXES. Lessee,at Its expense,shelf(a) reimburse Lessor for any service charges for any cheques or other payments not honoured and comply with all laws, present and future, relating to this Lease and/or the Equipment, Its will additionally pay Lessor a service charge of$20.00 for handling each such item. ownership, shipment, delivery, Installation, Inspection, possession, operation, maintenance, 3. NON-CANCELLABLE LEASE. EXCEPT AS EXPRESSLY PROVIDED HEREIN,THIS condition,and/or storage;and(b)keep the Equipment free and clear of all Liens;and(c)pay ail LEASE CANNOT BE RESCINDED OR TERMINATED. licence, registration and other fees and all sales, use, properly, 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(1)this Lease, (ii)any ACKNOWLEDGES THAT THERE ARE NO INDUCEMENTS, REPRESENTATIONS, payments under this Lease,or(Ili)the Equipment,its 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 IMPLIED,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• 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 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(1)sell,transfer, ' design,freedom from Liens, or compliance with the requirements of 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 It 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 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 B. 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(S)OF LESSEE(S) a�G/T- u CG A A IrV v,cJ ADDRESS(INC.CITY/TOWN) Lam//', 44rJet< r �Lk✓J7gnJ1Ji4LF POSTAL CPERSON TO CONTACT TITLE Q CARQEA Cone) 3.3 7 'Executed The undersigned affirm(s)that he/she is (they are)duly authorized to tVIUNICIPA4,PINAN�tAL LEASING 014PORATIdN execute this LEASE CONTRACT. 8Y TITLE BY:�_ TITLE:_ Auth @tlzed Signatute G S f Reg)► Authorized Signature X 7 0��yy! THE M1AL TRt15T CPMf'ANY LESSEE PLEASE NOTE:Co lessees (if any) are jointly and severally AWnorJied,Signature G S,7.Reg.#8130265106' liable. Neither supplier nor Lessor is agent of the other. Lessee cannot (Shaded areas are for Lessor use onlyJ cancel this Lease. Please read this Lease before you sign it. 9. RiSK;MAINTENANCEAND REPAIR. LESSEE ASSUMES ALL RISK OF LOSS,LOSS OF USE, (D)any Costs which are other than Disposal Costs.If this Lease is terminated by Lessor due to a Delaull THEFT OR DESTRUCTION OF OR DAMAGE TO THE EQUIPMENT without regard to culpability or involving loss or destruction of the Equipment,any net insurance proceeds received by Lessor shall be cause. Lessee agrees,at its expense,to maintain the Equipment in good repair,condition and deemed to constitute proceeds of disposition and shall be applied according to this Section. Lessor may appearance(reasonable wear and tear only excepted)and so as to maintain in effect any decline to re-lease Equipment to any person not meeting Lessor's usual criteria for acceptance of a wirrantles,and to furnish all parts,components,mechanisms,("Parts")supplies,servicing and lease application. Lessee agrees that an unadvertised private disposition to a wholesale repairs required.Lessee expressly assumes the risk of obsolescence and the risk that Parts purchaser at a wholesale price,on an"As is,Where is"basis without repair or reconditioning,Is and/or repair/maintenance services may become unavailable. commercially reasonable and permitted. 10. INSURANCE. Lessee shall maintain property damage and liability insurance and insurance 15. SECURITY DEPOSIT. Upon execution of this Lease,Lessee will pay Lessor a non-interest bearing against loss of or damage to the Equipment arising from such risks and perils as are customarily Security Deposit equal to one Rental payment. Lessor need not keep the Deposit separate but may mix covered by insurance on the type of equipment leased hereunder and by prudent operators of such monies with its own and may apply the Deposit against any amount payable by Lessee. enterprises similar to that engaged In by Lessee,in amounts and with insurers satisfactory to Lessor. At Lessor's request from time to time,Lessee shall furnish Lessor with a Irus copy of the insurance 16. RETURN OF EQUIPMENT;0VERHOLDING. On the Termination Date or on any other termination potty,a certificate of insurance,certificate of renewal or other evidence satisfactory to Lessor that of this Lease,Lessee shall,at Lessee's risk and expense,return the Equipment to Lessor at Lessor's such insurance coverage is in effect, In the event of any accident or incident which may become the place of business. On return or k repossessed,the Equipment shall,except for reasonable wear and basis of any claim against Lessee or Lessor or 0 the Equipment is damaged,Lessee shall immediately tear,be in the same condition,repair and appearance as when delivered to Lessee.If Lessee does not notify the insurer and Lessor. return the Equipment to Lessor on the Termination Dale then this Lease shall continue on a i t. INDEMNIFICATION OF LESSOR BY LESSEE, Lessee shall indemnify Lessor and Lessor month-to-month basis until Lessee returns the Equipment to Lessor or Lessor terminates this Personnel against,and hold Lessor and Lessor Personnel harmless from,any and all claims,actions, Lease on 10 days'notice or as otherwise entitled under the terms hereof. suits,proceedings,costs, expenses,damages and liabilities including lawyer's fees,arising out of, 17. TRUE LEASE. This Lease is intended to be and shall be treated as a true lease for ALL connected with,or resulting from the Equipment, including without limitation, the manufacture, PURPOSES WHATSOEVER and is not intended to secure payment or performance of an obligation. selection,delivery,installation,possession,use,operation or return of the Equipment or otherwise on However,Lessor may register financing statements("Filings"),at Lessee's expense.Lessor shall be account of any personal injury or death or damage to property occasioned by the Equipment or on under no obligation to effect any Filing or to ensure that any Filing is valid. account of any infringement or alleged infringement of patent occasioned by the operation of the 18. SOFTWARE. Any other provision of this Lease notwithstanding,if software is described or listed so Equipment. as to constitute or appear to constitute part of Ilre Equipment or is supplied for use therewith,Lessee 12. ASSIGNMENT. NEITHER THIS LEASE NOR LESSEE'S RIGHTS HEREUNDER SHALL BE acknowledges and agrees that(a)Lessor may not have,and does not purport to have,title to or ASSIGNABLE BY LESSEE WITHOUT THE WRITTEN CONSENT OF LESSOR which consent may ownership of such software or the right to lease,licence,sub-license,Or grdnl Possession of,or grant the be arbitrarily withheld.Lessor may assign(whether absolutely or by way of security)all or any part of right to use,same;(b)Ilse Equipment which is the subject of this Lease consists ql HARDWARE ONLY; its right,title and interest in the Equipment and/or In or under this Lease to any person wilhoul notice (c)rent is payable in respect of HARDWARE ONLY;and(d)Lessor does not,by virtue of this Lease or to Lessee. otherwise,purport to lease,sub-lease,licence,sub-licence or authorize Lessee to possess or use any 13. DEFAULT. In this Lease"Default"means the occurrence of any of the following: (a)Lessee fails software. to pay any amount when due or fails to perform or observe,or breaches,any other provision hereof; 19. NO PARTNERSHIP OR AGENCY.Lessee acknowledges that Municipal Financial Leasing or(b) Lessee becomes insolvent or bankrupt or commits an act of bankruptcy or seeks or agrees to Corporation and The Municipal Trust Company are NOT partners or joint venturers or agents of each any arrangement with its creditors,or a trustee,receiver,receiver and manager,liquidator,secured other,and that only the one of them that ereo,tes this Lease as Lessor has any obligation to Lessee. Party's agent,or similar person,is appointed for Lessee or its property,or(c)a landlord distrains 20. JOINT AND SEVERAL LIABILITY, IF MORE THAN ONE PERSON SIGNS THIS LEASE AS Lessee's goods or locks Lessee out of premises,or any of Lessee's assets are seized under any LESSEE,EACH SUCH PERSON(herein sometimes referred to as a"Co-lessee")IS JOINTLY AND process of law,or any judgment against Lessee remains unsatisfied for more than 15 days;or(d) SEVERALLY LIABLE UNDER THIS LEASE FOR ALL OBLIGATIONS OF LESSEE,AND EACH Lessee is in default under any other agreement it may have with Lessor;or(e)constating documents SUCH PERSON CONFIRMS THAT IT UNDERSTANDS THAT IT IS OBLIGATED AS PRINCIPAL or charter of Lessee,if a body corporate,are cancelled or revoked;or(1)Lessee fails or refuses to AND NOT AS GUARANTOR. The actions and omissions of each Co-lossee shall be deemed to be accept delivery of Equipment;or(g)the Equipment is destroyed,substantially damaged,lost,stolen, the actions and omissions of all Co-lossees and shall be binding on all Co-lessees jointly and abandoned,concealed,seized or confiscated or its continued.use becomes restricted or prohibited by severally. Without limitation,delivery of Equipment to any Co-lessee shall be conclusively law or court order;or(h)any information given by Lessee poves to be incorrect or misleading;or(i) deemed to constitute delivery to and acceptance by all Co-lessees and the liability of any Co- the Equipment is returned to Lessor,unsolicited,during the Term. lessee hereunder shall not depend upon whether or not that Co-lossee then has,or has ever had, 14. LESSOR'S RIGHTS;DAMAGES. If Default occurs,Lessor MAY,in any order and at any lime(s), Possession or use of Equipment. do any one or more of the following:(a)require Lessee to immediately pay any amounts then owing 21. .WAIVERS. No Default or right or remedy under this nor application lication of an and/or immediately return the Equipment to Lessor;(b)take immediate posse y PP Y Provision hereof, ssion of line Equipment, shall be deemed to have been waived b Lessor unless waived in writing by Lessor. wilhoul notice;(c)dispose of the Equipment,either publicly or privately,for such consideration and upon 22. NOTICE. Any notice or other communication required or permitted under this Lease shall be in such terms and at such time and place as Lessor may consider reasonable,without notice;(d)terminate writing and may be given by prepaid registered mail or delivering the same addressed to the other party this Lease,immediately or on notice;and(e)on not less than 5 days notice require Lessee to pay to at the address set out in this Lease,or at such other address in Canada as such party may notify(he Lessor on the date specified in such notice,as a genuine pre-estimate of liquidated damages and not as other of in accordance with this Section. Any notice or other communication so mailed shall conclusively a penalty,the present value of the aggregate of all unpaid Periodic Rental Amount payments yet to be deemed(o have been given when received or on the fifth business day following mailing,whichever is become due hereunder calculated by discounting such amounts at 6 percent per annum AND the earlier. present value of Lessor's residual interest in the Equipment,calculated by discounting the value at 6 23. GOVERNING LAW; SEVERABILITY. This Lease shall be governed by and enforced in percent per annum from the Termination Date,("Present Value Amounts")AND Lessee agrees to pay accordance with the laws of Ontario and the laws of Canada applicable therein.Any provision hereof the Present Value Amounts to Lessor on or before the dale specified in such notice whether or not the which is determined to be illegal,void or unenforceable by a court shall be ineffective to the extent of Equipment has been or is returned to or repossessed and/or disposed of by Lessor. Lessee irrevocably such illegality,voidness or unenforceability without invalidating or impairing the enforceability of the authorizes Lessor and Lessor Personnel at any time during the day or nigh(to enter any lands or remaining provisions hereof. premises where the Equipment may be located to take possession of and remove same and/or render same unusable,whether affixed to really or not,using such force as appears to be required;all without 24. T/MEOFESSENCE. Time shall be of the essence of this Lease and each and all of its provisions. legal process and without liability for or by reason of such actions,whether in respect of any personal 25. PERSONS SIGNING IN A REPRESENTATIVE CAPACITY. A person signing this Lease on property contained in or attached to Equipment or for damage to properly,personal injury or otherwise. behalf of Lessee shall be conclusively deemed to have PERSONALLY represented and Lessee agrees to facilitate all of the foregoing actions by Lessor.Lessor may at its option remedy or warranted(a)that such person had authority to sign on behalf of Lessee and(b),if signing for attempt to remedy any Default and may make any payments required or apparently required to do so. what is indicated to be a corporate entity,that the"entity"named was,when the person signed, Lessee hereby appoints Lessor as Lessee's lawful attorney with full power,in Lessee's name or an existing legal entity and named by its correct legal name. otherwise,to execute any documents Lessor considers reasonable or necessary to the exercise of 26. MISCELLANEOUS. If serial numbers,make or model and/or other particulars of any kind Lessor's rights. Lessor shall be under no obligation to take steps to recover possession of whatsoever are not present or correct when Lessee signs this Lease,Lessee hereby empowers Lessor ao Equipment from Lessee or any third party. Termination of this Lease terminates all rights of Lessee insert or correct such particulars in the Lease after the information becomes known to Lessor;and(he in or to the Equipment;BUT termination of this Lease and/or taking of possession or acceptance of particulars will be taken as though they were on this Lease when signed by Lessee. Lessee return and/or disposition of Equipment by Lessor shall be without prejudice to Lessor's rights to recover acknowledges that the provisions of this Lease are commercially reasonable. All of Lessee's damages and Lessor's other rights or remedies,and such actions by Lessor and/or the taking of any obligations under this Lease shall be performed or observed at Lessee's expense.This Lease shall enure judgment shall not operate as a merger of any provision hereof or of any obligation or liability of Lessee to the benefit of and be binding upon the parties hereto and (heir respective heirs,executors, hereunder or release or discharge Lessee from its obligations or liabilities hereunder. Lessor's costs and administrators,successors,permitted assigns,and legal representatives. Notwithstanding any other expenses of(i)collection,(ii)legal proceedings to recover monies owing hereunder and/or possession of provision hereof,it this Lease is never finalized,sums(pre)paid by Lessee may be retained by Lessor in Equipment,(iii)retaking,transporting,holding,repairing,reconditioning, preparing for disposition and liquidation of documentation and processing expenses. disposing of Equipment and(iv)otherwise exercising or enforcing its rights or remedies,including without 27. INTERPRETATION. In this Lease(a)the neuter gender shall be read and construed as it ilie limitation,legal fees on a solicitor-and-client basis,(all such costs and expenses collectively referred to neuter,masculine or feminine gender were expressed,as the gender of the person referred to requires; as"Cos(s"),shall be paid by Lessee to Lessor on demand.Amounts in any notice by Lessor shall be (b)words such as"hereunder","hereto","hereof"and"herein"refer to the whole of this Lease;(c) conclusive and binding on Lessee,absent manifest error. The value of Lessor's residual interest in the "person"and"third party"each includes a natural person,body corporate,partnership,associati on,trust, Equipment(before discounting)shall be deemed to be Lessor's estimate of what the fair market value of government or government body;(d)"laws"includes statutes, by and regulations,as well as the Equipment would have been on the Termination Date it at such time Lessee had complied with all its ordinances,rules,regulations and orders of any public authority; (e)"dispose"means sell,lease or obligations under this Lease.If the Equipment or any part of 8 is disposed of by Lessor,then the amount otherwise dispose and"disposed"and"disposition"shall be construed correspondingly;(i)"Lien "means received on the disposition will be applied,in the order Lessor elects,against(1)the Present Value any lien,encumbrance,security interest or other claim or right;(g)"Lessor Personnel"means directors, Amounts and(11)Lessor's costs and expenses of(as applicable)retaking,transporting,holding, officers,employees and agents of Lessor;(h)unless the context otherwise requires,the singular number repairing,reconditioning,preparing for disposition and disposing of such Equipment(such subcategory includes the plural and vice versa;and(i)where the context permits,each reference to"Lessee"includes of Costs hereinafter referred to as"Disposal Costs");and the balance,it any,("Balance")shall belong to reference to each and every person who signs this Lease as Lessee,severally. The division of this Lessor;and it the amount received by Lessor on the disposition of Equipment is less than the total of Lease into Sections,and all headings,are for convenience of reference only and shall not affect the Disposal Costs and the Present Value Amounts,Lessee agrees that it will be liable for the shortfall construction or interpretation of this Lease. THE USE OF BOLD FACE PRINT OR UPPERCASE ("Shortfall").AND whether a Balance to be retained by Lessor,or a Shortfall for which Lessee remains LETTERS OR ANY COMBINATION THEREOF IN THIS LEASE RI b PROVIDED AS A ible,results from disposition of Equipment, Lessee agrees That tl will continue to be liable for(A) CONVENIENCE TO THE READER ONLY AND DOES NOT SUGGEST THAT ANY PORTION OF amounts which were mina due prior to Lease termination and( interest accrued to and accruing from THIS LEASE HAS ANY GE by LESSER I"dPORTAIICE THAN ANY OTHER PORTION OF the date of lease termination and(C)any other amounts paid by Lessor to remedy any Default and THIS LEASE. !// L