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HomeMy WebLinkAbout2018- JB OGLE • Duplicator Sales & Service, Inc. Customer 831 East Broadway 2308 Versailles Road 540 West Dixie Hwy. Louisville, KY Lexington, KY Elizabethtown, KY 40204 40504 42701 Phone: 502.589.5555 Phone: 859.373.0065 Phone: 270.765.2553 Fax: 502.560.0830 Fax: 859.373.0326 Fax: 270.765.2794 Lease Agreement Date: 1/24/2018 SHIP TO: BILL TO: ..G tPANY NAf,E Jb Ogle Animal Shelter Jb Ogle Animal Shelter 201 Willinger Ln . 0 201 Willinger Ln CITY ST.,:f %17CCGE Jeffersonville,IN 47130 Jeffersonville,IN 47130 -'HONE r' 812/282-0071 812/285-6458 The undersigned Lessor(herein called"Lessor")does hereby lease to undersgined Lessee(herein called"Lessee")subject to terms and conditions hereinafter set forth,the following described Equipment together with all replacement parts,repairs,additions,substitutions and accessories(herin collectively called the "Equipment"): Quantity Description Serial Number ID# Meter Install Date Reading 1 Ricoh C306SPF Paper Tray Cabinet Lease Commencement Date: Term of Lease: 36 Months Monthly Lease Payment: $63.00 O $79 Filing Fee Maintenance Program: Maintenance Pricing Reviewed Annually. All inclusive maintenance contract covers all parts, labor, and toner. All b/w .011 per page and all color to be billed at .07 per page. Sales Tax Options Check Options Below: ❑ Each lease payment is subject to sales tax: 7% Exempt (exemption certificate is attached) Purchase option at end of lease term is fair market value (FMV). Maintenance program pricing will be reviewed annually. Paymer1tagEre tmfatle to the Lessor, Duplicator Sales & Service at 831 E. Broadway, Loat.iskiftrifrNt.40204 DELIVERY AND MAINTENANCE: All items of equipment shall be delivered to Lessee,F.O.B.Manufacturer's Plant.Lessee's confirmation to Lessor,by telephone or other means,of the delivery and acceptance of the Equipment to and by Lessee shall constitute Lessee's acknowledgment of its receipt of the Equipment in good working condition,that all installation and other work necessary prior to use thereof has been completed,that Lessee has inspected the Equipment and has found it to be satisfactory in all respects.All original insignia shall remain on the Equipment at all times.The Lessee shall provide for the proper maintenance of Equipment during the lease period,and shall not make any modifications,alterations or additions to the Equipment without the prior written consent of Lessor.Lessee shall use the Equipment in the regular course of business and at the location stated herein,within its normal operating capacity and shall comply with all laws,ordinances,regulations,requirements(from the manufacturer or otherwise)and rules with respect to the maintenance and operation of the Equipment,and shall not move the Equipment without the prior written consent of Lessor.At the expiration of the lease or any renewal thereof or upon termination of the lease for any other cause,the Lessee shall return the Equipment to the Lessor in the same condition as at the commencement of the Lease,except for ordinary wear and tear,and the Lessor may enter Lessee's premises and take possession of and remove the Equipment or so much thereof as Lessor may desire to remove.If Lessor incurs any cost or expenses to bring the Equipment up to good working order and appearance,Lessee shall immediately reimburse Lessor for all such cost or expenses. TERMS AND CONDITIONS: Lease of Equipment:Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Equipment described above, and if applicable,on any schedule made a part hereof,together with all replacement parts,repairs,additions,substitutions and accessories(collectively referred to hereinafter as"Equipment").This lease is noncancellable. Term and Rent:The initial term of this Lease shall commence and the first rental payment shall be due on the day of the month in which any of the Equipment is delivered to Lessee or such later date as Lessor designates,and rental payments shall be paid on such day of each successive period thereafter until all sums due under this Lease are fully paid. Lessee's obligation to pay lease payments and all other obligations hereunder shall be absolute and unconditional and are not subject to any abatement,setoff,defense or counterclaim for any reason whatsoever. If Lessee does not give written notice to Lessor of its election to exercise such purchase option or to return all of the Equipment at the end of the Lease,then the original terms and conditions of this Lease shall automatically renew for successive one-month periods.This lease shall be binding on Lessee's heirs, representatives,executors,successors and permitted assigns,and shall be to the benefit of Lessor and its successors and Assignees. DISCLAIMER OF WARRANTIES: LESSEE HAS INSPECTED THEEQUIPMENT TO LESSEE'S SATISFACTION, AND AGREES THAT IT IS IN SAFE AND GOOD MECHANICAL CONDITION,SUITABLE FOR LESSEE'S INTENDED USE.THE EQUIPMENT IS LEASED BY LESSOR,AND ACCEPTED BY THE LESSEE,"AS IS"AND"WITH ALL FAULTS,"AND THE LESSEE ACKNOWLEDGES AND AGREES THAT LESSOR HAS MADE NO WARRANTIES EXPRESS OR IMPLIED AS TO THE EQUIPMENT LEASED,INCLUDING SPECIFICALLY NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSOR SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO LESSEE OR TO ANY THIRD PERSON OR PROPERTY, INCLUDING DIRECT,INDIRECT,CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, CAUSED BY THE USE,OWNERSHIP,LEASE OR POSSESSION OF THE EQUIPMENT. IF THE EQUIPMENT DOES NOT OPERATE AS REPRESENTED BY THE MANUFACTURER, OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, LESSEE SHALL MAKE SUCH CLAIM SOLELY AGAINST THE MANUFACTURER AND LESSEE HEREBY WAIVES ANY CLAIM AGAINST LESSOR.NO REPRESENTATION OR WARRANTY BY MANUFACTURER IS BINDING ON LESSOR,NOR SHALL BREACH OF SUCH WARRANTY BY THE MANUFACTURER RELIEVE LESSEE OF ITS OBLIGATIONS TO LESSOR.ALL WARRANTIES FROM THE MANUFACTURER TO LESSOR ARE HEREBY ASSIGNED TO LESSEE. LESSEE CONFIRMS THAT IS HAS SELECTED THE EQUIPMENT ON THE BASIS OF ITS OWN JUDGEMENT AND EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY LESSOR.LESSEE MAY UPDATE THECOPIER(S)STATED IN THE LEASE WITHIN THE SPECIFIED TERM WITHOUT ANY PENALTIES OR LIQUIDATION CHARGES,IF THE UPDATE IS WITH DUPLICATOR SALES AND SERVICE,LESSOR. LESSEE DOES HEREBY RELEASE AND HOLD LESSOR HARMLESS AND AGREE TO INDEMNIFY LESSOR FROM ANY AND ALL CLAIMS,DAMAGES AND/OR LOSSES OF ANY TYPE WHATSOEVER CAUSED BY OR RELATED TO LESSOR'S ACTS AND/OR OMISSIONS IN INSTALLING, MAINTAINING,OR SERVICING LESSEE'S COMPUTER NETWORK AND ANY EQUIPMENT CONNECTED THEREWITH. INDEMNITY AND INSURANCE:Lessee shall indemnify and save Lessor harmless from any and all suits,judgements or liability for injuries,including death to persons or damage to property arising out of or alleged to have risen out of the condition,use,operation,maintenance or delivery of Equipment.Lessee shall also maintain property damage and public liability insurance covering the operation of Equipment sufficient to fully protect Lessor,and Lessee shall deliver to Lessor policies or certificates of insurance evidencing such coverage. Lessee shall keep the Equipment insured against all risk of loss or damage from every cause whatsoever during the term of this Lease for not less than the full replacement value thereof,with companies acceptable to Lessor and shall name Lessor as its assignee as loss payee. Lessee hereby appoints Lessor as Lessee's attorney-infact to make claim for,receive payment of,and execute and endorse all documents,checks or drafts for loss or damage under any said insurance policies. TITLE,LAWS AND TAXES:The title to the Equipment shall at all times remain in the Lessor who shall have the right at all reasonable times to inspect the Equipment at any location of Lessee.Lessee shall comply with all laws and regulations relating to its possession,use and maintenance and pay all taxes thereon,and immediately notify Lessor and save lessor harmless from any loss,expense or cost occasioned by Lessee's failure to comply with such laws or pay such taxes. WAIVER OF LANDLORDS LIEN:If Lessee is the lessee or tenant of any premises in which the Equipment is at any time to be located,Lessee shall obtain from its Landlord,and deliver to Lessor at Lessor's option,written waiver of all liens against the Equipment prior to the time that the Equipment is installed or placed therein. LEASE NOT A SALE; FILING AS TRUE LEASE;SECURITY INTEREST:Lessee hereby acknowledges and represents that the lease transaction evidenced by this Lease creates,and shall continue to be,a true and bona fide equipment lease under all applicable laws of the state in which Lessor has its principal place of business.Lessee shall execute any such documents or financing statements as Lessor deems to be necessary or advisable and shall otherwise cooperate to defend the title and interest of Lessor to the Equipment.Lessee grants Lessor the right to sign Lessee's name to any such documents.Lessee agrees to give Lessor immediate written notice of any claim,legal process,lien or encumbrance against the Equipment,and shall indemnify Lessor from any loss caused thereby.Lessee agrees to pay all costs of preparing and filing any such documentation.With respect to any financing statement,and/or continuation statement,the terms"debtor,""secured party,"and"collateral"on such UCC filing forms shall also be read to mean"Lessee,""Lessor,"and "Equipment"respectively.It is expressly agreed and understood that any filing of this Lease,and/or financing statements,and/or continuation statements,shall not be deemed to affect the nature of this Lease as a true and bona fide equipment lease,but rather to give notice to all interested parties of the Lessor's absolute interest in the property.However,because the judicial decisions in this area of law are uncertain,and on advice of legal counsel,the parties have filed (or recorded)or may file or record a financing statement(s)and have paid tax,fees,or documentary stamps thereon.In the event a court of proper jurisdiction should at any time in the future determine that the transaction between Lessor and Lessee is not a true lease transaction,then it shall be presumed that the Lessee has hereby granted the Lessor a security interest in such equipment,and that such filings were made to perfect the security interest. REPRESENTATION OF LESSEE:Lessee's obligations under this Lease are absolute,and shall continue without abatement and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason,including but not limited to war,acts of God,governmental regulations,strike,loss, damage,destruction,obsolescence,failure of or delay in delivery,failure of the Equipment to operate properly,termination by operation of law or otherwise. Lessee represents that the Equipment shall be used solely for business purposes and that all financial and other information submitted to Lessor was true and correct. DEFAULT AND REMEDIES:There shall be deemed to be a breach of this agreement,(a)if Lessee shall default in the payment of any rent hereunder when due,(b)if Lessee shall default in the performance of any covenants herein and such default shall continue uncured for five days,(c)if Lessee becomes insolvent,or if a petition is filed by or against Lessee under the Bankruptcy Code or any amendment thereto(including petition for reorganization,arrangement or an extension),(d)if Lessee attempts to remove or sell or transfer or encumber or sublet or part with possession of Equipment or any portion thereof,or(e)if any default shall occur under any other agreement between Lessor and Lessee,or(f)if any representation or statement made or furnished by Lessee to Lessor was false or misleading in any material respect when made or furnished.In the event of a breach of this agreement as herein defined,Lessor may,to the extent permitted by applicable law,exercise any one or more of the following remedies: (1)Terminate this Lease and,without demand or legal process enter into the premises where Equipment may be and remove same and retain all prior payments as compensation for its use; (2)Declare the entire unpaid balance of rental payments for the unexpired term of the Lease to be immediately due and payable and to accelerate the balance due under any other agreements between Lessor and Lessee; (3)Charge Lessee interest on the monies due Lessor from and after the date the monies are due,at the rate of one and one-half percent per month, (4)Require Lessee to return all Equipment,at Lessee's expense,to a place designated by Lessor and to recover possession of all items of Equipment, without demand or notice,wherever same may be located,without any court order or pre-taking hearing. Lessee hereby waives any and all damages occasioned by such retaking.Lessor may,at its option,use,ship,store,repair or lease all Equipment so recovered and sell or otherwise dispose of any such Equipment at a private or public sale or resell the Equipment at Lessee's premises at reasonable business hours without being required to remove the Equipment. In the event Lessor disposes of the Equipment,Lessor shall give Lessee credit for any sums received by Lessor from the sale or rental of the Equipment after deduction of the expenses of sale or rental. Lessee shall also be liable and shall pay to Lessor all expenses incurred by Lessor in connection with the enforcement of any of the Lessor's remedies,including but not limited to,all expenses of repossession,storing,shipping,repairing and selling the Equipment, and Lessor's reasonable attorney's fees and costs. All remedies of Lessor hereunder are cumulative,are in addition to any other remedies provided for by law,and may,to the extent permitted by law,be exercised concurrently or separately.The exercise of any one remedy shall not be deemed to be an election of such remedy or to prelude the exercise of any other remedy.No failure on the part of the Lessor to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof or modify the terms of this Lease. A waiver of default shall not be a waiver of any other or subsequent default. NOTICES:All notices hereunder shall be by registered mail at the respective addresses herein which may be changed from time to time in writing. ASSIGNMENT:Lessor may,without consent or notice,assign or otherwise transfer this lease and the rent due, or to become due thereunder,or grant a security interest in any Equipment.In such event, Lessor's assignee shall have all the rights,powers and remedies of Lessor hereunder. Lessee agrees that no assignees of Lessor shall be bound to perform any duty,covenant,condition or warranty attributable to Lessor and Lessee further agrees not to raise any claim or defense arising out of this Lease or otherwise,which it may have against Lessor as a defense,counterclaim or of fset to any action by an assignee or secured party hereunder.LESSEE SHALL NOT ASSIGN THIS LEASE OR ANY INTERESTS HEREUNDER NOR ENTER INTO ANY SUBLEASE WITH RESPECT TO THE EQUIPMENT WITHOUT LESSOR'S PRIOR WRITTEN CONSENT,WHICH MAY BE GRANTED OR WITHHELD IN LESSOR'S SOLE DISCRETION. PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS:In the event Lessee fails to comply with any provision of this Lease, Lessor shall have the right, but shall not be obligated,to act on behalf of Lessee upon ten(10)days'prior written notice to Lessee.In such event,all monies expended by Lessor in of fecting such compliance shall be deemed to be additional rent,and shall be paid by Lessee to Lessor at the time of the next rent payment,together with interest at the rate of one and one-half percent per month. GOVERNING LAW;JURISDICTION AND VENUE;WAIVER OF TRIAL BY JURY:This Lease shall be binding when executed by Lessor and shall be governed by the laws of the Commonwealth of Kentucky,without giving effect to the conflicts of law principles thereof.Lessee consents to the personal jurisdiction of the federal and state courts of the Commonwealth of Kentucky with respect to any action arising out of this Lease or the Equipment.TO THE EXTENT PERMITTED BY LAW,LESSEE WAIVES TRIAL BY JURY IN ANY ACTION BY OR AGAINST LESSOR HEREUNDER AND ANY AND ALL RIGHTS AND REMEDIES GRANTED LESSEE UNDER THE UNIFORM COMMERCIAL CODE. GENERAL:This Lease contains the entire agreement between Lessor and Lessee,and no modification of this Lease shall be effective unless in writing executed by Lessor.All covenants and obligations of Lessee to be performed pursuant to this Lease,including all payments to be made by Lessee hereunder, shall survive the expiration or earlier termination of this Lease.If more than one Lessee is named in this Lease,the liability of each shall be joint and several.In the event any provisions of this Lease shall be unenforceable,then such provisions shall be deemed deleted;however,all other provisions hereof shall remain in full force and effect.All notices under this Lease shall be deemed given when delivered personally or when sent by certified mail to the party intended at its address set forth herein,or at such other addresses said party may provide in writing form time to time. ENTIRE AGREEMENT:This Agreement is the entire Agreement between Lessor and Lessee and cannot be amended or changed,except in writing signed by an officer of Lessor.Any provision in Lessee's correspondence,order forms or other documents which seeks to amend,change or supplement this Agreement is void.All prior representations or agreements not incorporated herein are superseded. Duplicator Sales&Service participates fully in and supports the principles of Equal Employment Opportunity and Affirmative Action. gi. k 14 Lessee I Duplicator Sales & Service, Inc. Signature v Aa A(u-N Printed Name By �CorI Title Lessee's Address