HomeMy Public PortalAbout2020.09.10 BOE Docs 500-0618709-000 DocuSign Envelope 1D:EC1 E47E8-057O-47D6-AE48.9386F4ED0FDE A_Ppppp��R�VE D
Mbank APPLICAT[cm NO. eycra T3dpirm `925am, 7120
Lease Agreement
EQUIPMENT FINANCE
Send Account Inquiries to: 1310 Madrid Street, Suite 101 •Marshall, MN 56258•Phone:(800)3.28-5371-Fax:(800)328-9092
Send Payments to: P.O.Box 790448-St.Louis, MO 63179.0418
The words Lessee, you and your refer to Customer. The words Lessor, we, us and our refer to U.S. Bank Equipment Finance,a division of U.S. Bank
National Association("U.S.Bank Equipment Finance").
CUSTOMER INFORMATION
FULL LEGAL NAME STREET ADDRESS
City of McCall 300 E Park
CITY STATE ZIP PHONE FA%
McCall ID 83638 208-634.7142
BILLING NAME(tF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP EMAIL -
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
SUPPLIER INFORMATION
NAME OF SUPPLIER STREET ADDRESS
BOE _ 330 N ancestor PI
CITY STATE ZIP PHONE FAY —
Boise ID 83704 208-377-1666
EQUIPMENT DESCRIPTION
MAKEPADDWACCESSORIES SERIAL HO.
Xerox C8045
Xerox C8045
Xerox C8070
•
together with ell replacements,parts repairs,arldkier.s,and aoeesaiors.`nLuporeted therein or atfacheC therein and any end ail proxeds et the foregpirq.inducing,,e haul lhallallon,insurance recoveries.
❑See attached Schedlde A
PAYMENT& TERM INFORMATION
fit} Payrnenls'of$ 581.49 The payn»nl S'Payrnonr3 period la roar unless aihan Ise indicated- pws epprkeble te+res
END OF TERM OPTION
You will hare 1 following op on.which you may exercise at the and of the term,provided that no even;of default under Iris Agreement has Occured and is continuing. Fair Market Value means the
value of the Equipment En continued use. Purchase all of the Equipment for its Fair Market Value,renew Ns Agreement,or return the Fri ulpmenL
Upon acceptance of the Equipment,THIS AGREEMENT IS NONCANCELABLE,IRREVOCABLE AND CANNOT BE TERMINATED,
LESSOR ACCEPTANCE
U.S.sank Equipment Finance ' c5' rEr ,DOC ANALYST 9/10/20
LESSOR SKINATURE r TITLE DATED_
CUSTOMER ACCEPTANCE
BY St • BELOW OR -r ENTTCATING AN : CTRO - ORO HEREOF. •U cERuFY THAT YOU HAVE • 0 AND DO AGREE To ALL TERMS AHD CDNDfT[ON$of
THIS AGREEMENT ON THIS PAGE AND ON PAGE 2 ATTACHED HERETO. You acknowledge and agree that the Equipment has been delivered to you and you hereby accept such Equipment on
an•AS-IS,WHERE-IS'basis for all ptxpases as of the date hereof. Upon you signing below,your promises herein will be non-cancelable,irrevocable and unconditional In all respects.
City of Mccall V Mayor July 17, 2020 1 9:44
CUSTOMER(as referenced above) SIGNATURE TITLE DATED
82-6000223 sob Giles
TENRAL TAX 1.0 N PRINT NAME
21242 Page I of 2 Rev o710112018
1. AGREEMENT: You agree to lease from us the goods("Equipment")and,if applicable,finance certain software,software license(s),software components and/or professional services in connection with software
(collectively,the"Financed Items,"which are included in the word"Equipment"unless separately stated)from software licensor(s)and/or supplier(s)(collectively,the"Supplier"),all as described in this Agreement and in any
attached schedule,addendum or amendment hereto("Agreement"). You represent and warrant that you will use the Equipment for business purposes only. You agree to all of the terms and conditions contained in this
Agreement,which,with the acceptance certification,is the entire agreement between you and us regarding the Equipment and which supersedes any purchase order,invoice,request for proposal,response or other related
document. This Agreement becomes valid upon execution by us. The term shall start on the date we pay Supplier. Interim rent/due date adjustments will be in an amount equal to 1/30th of the Payment,multiplied by the
number of days between the Agreement start date and the first Payment due date. If any provision of this Agreement is declared unenforceable,the other provisions herein shall remain in full force and effect to the fullest extent
permitted by law.
2. OWNERSHIP;PAYMENTS;TAXES AND FEES: We own the Equipment,excluding any Financed Items. Ownership of any Financed Items shall remain with Supplier thereof. You will pay all Payments,as adjusted,when
due,without notice or demand and without abatement,set-off,counterclaim or deduction of any amount whatsoever. If any part of a Payment is more than 5 days late,you agree to pay a late charge of 10%of the Payment
which is late or,if less,the maximum charge allowed by law. The Payment may be adjusted proportionately upward or downward:(i)if the shipping charges or taxes differ from the estimate given to you;and/or(ii)to comply
with the tax laws of the state in which the Equipment is located. You shall pay all applicable taxes,assessments and penalties related to this Agreement,whether levied or assessed on this Agreement,on us(except on our
income)or you,or on the Equipment,its lease,sale,ownership,possession,use or operation. If we pay any taxes or other expenses that are owed hereunder,you agree to reimburse us when we request and to pay us a
processing fee for each expense we pay on your behalf. You agree to pay us a fee of$35.00 for filing and/or searching costs required under the Uniform Commercial Code("UCC")or other laws. You agree to pay us an
origination fee of$75.00 for all closing costs. We may apply all sums received from you to any amounts due and owed to us under the terms of this Agreement. If for any reason your check is returned for insufficient funds,you
will pay us a service charge of$30 or,if less,the maximum charge allowed by law. We may make a profit on any fees,estimated tax payments and other charges paid under this Agreement.
3. EQUIPMENT;SECURITY INTEREST: At your expense,you shall keep the Equipment:(i)in good repair,condition and working order,in compliance with applicable laws,ordinances and manufacturers'and regulatory
standards;(ii)free and clear of all liens and claims;and(iii)at your address shown on page 1,and you agree not to move it unless we agree in writing. You grant us a security interest in the Equipment to secure all amounts you
owe us under any agreement with us,except amounts secured by land and buildings in addition to the Equipment. You authorize and ratify our filing of any financing statement(s). You will not change your name,state of
organization,headquarters or residence without providing prior written notice to us. You will notify us within 30 days if your state of organization revokes or terminates your existence.
4. INSURANCE;COLLATERAL PROTECTION;INDEMNITY;LOSS OR DAMAGE: You agree to keep the Equipment fully insured against all risk,with us named as lender's loss payee,in an amount not less than the full
replacement value of the Equipment until this Agreement is terminated. You also agree to maintain liability insurance with such coverage and from such insurance carrier as shall be satisfactory to us and to include us as an
additional insured on the policy. You will provide written notice to us within 10 days of any modification or cancellation of your insurance policy(s). You agree to provide us certificates or other evidence of insurance acceptable
to us. If you do not provide us with acceptable evidence of property insurance within 30 days after the start of this Agreement,we may,at our sole discretion,charge you a monthly property damage surcharge of up to.0035 of
the Equipment cost as a result of our credit risk and administrative and other costs,as would be further described on a letter from us to you. We may make a profit on this program. NOTHING IN THIS PARAGRAPH WILL
RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are not responsible for,and you agree to hold us harmless and reimburse us for and to defend on our behalf against,any claim
for any loss,expense,liability or injury caused by or in any way related to delivery,installation,possession,ownership,leasing,manufacture,use,condition,inspection,removal,return or storage of the Equipment. All
indemnities will survive the expiration or termination of this Agreement. You are responsible for any loss,theft,destruction or damage to the Equipment("Loss"),regardless of cause,whether or not insured. You agree to
promptly notify us in writing of any Loss. If a Loss occurs and we have not otherwise agreed in writing,you will promptly pay to us the unpaid balance of this Agreement,including any future Payments to the end of the term plus
the anticipated residual value of the Equipment,both discounted to present value at 2%. Any proceeds of insurance will be paid to us and credited against the Loss. You authorize us to sign on your behalf and appoint us as
your attorney-in-fact to endorse in your name any insurance drafts or checks issued due to a Loss.
5. ASSIGNMENT: YOU SHALL NOT SELL,TRANSFER,ASSIGN,ENCUMBER,PLEDGE OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT,without our prior written consent. You shall not consolidate or
merge with or into any other entity,distribute,sell or dispose of all or any substantial portion of your assets other than in the ordinary course of business,without our prior written consent,which shall not be unreasonably
withheld,and the surviving,or successor entity or the transferee of such assets,as the case may be,shall assume all of your obligations under this Agreement by a written instrument acceptable to us. No event shall occur
which causes or results in a transfer of majority ownership of you while any obligations are outstanding hereunder.We may sell,assign,or transfer this Agreement without notice to or consent from you. You agree that if we sell,
assign or transfer this Agreement,our assignee will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that our assignee will not be subject to any claims,
defenses,or offsets that you may have against us. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
6. DEFAULT AND REMEDIES: You will be in default if:(i)you do not pay any Payment or other sum due to us or you fail to perform in accordance with the covenants,terms and conditions of this Agreement or any other
agreement with us or any of our affiliates;(ii)you make or have made any false statement or misrepresentation to us;(iii)you or any guarantor dies,dissolves,liquidates,terminates existence or is in bankruptcy;(iv)you or any
guarantor suffers a material adverse change in its financial,business or operating condition;or(v)any guarantor defaults under any guaranty for this Agreement. If you are ever in default,at our option,we can cancel this Agreement
and require that you pay the unpaid balance of this Agreement,including any future Payments to the end of term plus the anticipated residual value of the Equipment,both discounted to present value at 2%. We may recover
default interest on any unpaid amount at the rate of 12%per year. Concurrently and cumulatively,we may also use any remedies available to us under the UCC and any other law and we may require that you immediately stop
using any Financed Items. If we take possession of the Equipment,you agree to pay the costs of repossession,moving,storage,repair and sale. The net proceeds of the sale of any Equipment will be credited against what you
owe us under this Agreement and you will be responsible for any deficiency. In the event of any dispute or enforcement of our rights under this Agreement or any related agreement,you agree to pay our reasonable attorneys'
fees(including any incurred before or at trial,on appeal or in any other proceeding),actual court costs and any other collection costs,including any collection agency fee. WE SHALL NOT BE RESPONSIBLE TO PAY YOU
ANY CONSEQUENTIAL,INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT,ACT OR OMISSION BY ANYONE. Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any
rights at a later time. You agree that this Agreement is a"Finance Lease"as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by this Agreement. You waive all rights under sections 2A-
508 through 522 of the UCC. If interest is charged or collected in excess of the maximum lawful rate,we will refund such excess to you,which will be your sole remedy.
7. INSPECTIONS AND REPORTS: We have the right,at any reasonable time,to inspect the Equipment and any documents relating to its installation,use,maintenance and repair. Within 30 days after our request,you will
deliver all requested information which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof. Financial information will generally not be required unless your
exposure with us exceeds$1,000,000. Unless otherwise accepted by us,each financial statement shall be prepared in accordance with generally accepted accounting principles consistently applied and shall fairly and
accurately present your financial condition and results of operations for the period to which it pertains. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates and
agents.
8. END OF TERM: Unless the purchase option is$1.00,at the end of the initial term,this Agreement shall renew for successive 12-month renewal term(s)under the same terms hereof unless you send us written notice
between 90 and 150 days before the end of the initial term or at least 30 days before the end of any renewal term that you want to purchase or return the Equipment,and you timely purchase or return the Equipment. You shall
continue making Payments and paying all other amounts due until the Equipment is purchased or returned. As long as you have given us the required written notice,if you do not purchase the Equipment,you will return all of
the Equipment to a location we specify,at your expense,in retail re-saleable condition,full working order and complete repair. YOU ARE SOLELY RESPONSIBLE FOR REMOVING ANY DATA THAT MAY RESIDE IN THE
EQUIPMENT,INCLUDING BUT NOT LIMITED TO HARD DRIVES,DISK DRIVES OR ANY OTHER FORM OF MEMORY.
9. USA PATRIOT ACT NOTICE: To help the government fight the funding of terrorism and money laundering activities,federal law requires all financial institutions to obtain,verify,and record information that identifies each
customer who opens an account. When you enter into a transaction with us,we ask for your business name,address and other information that will allow us to identify you. We may also ask to see other documents that
substantiate your business identity.
10. MISCELLANEOUS: Unless otherwise stated in an addendum hereto,the parties agree that(i)this Agreement and any related documents hereto may be authenticated by electronic means;(ii)the"original"of this
Agreement shall be the copy that bears your manual,facsimile,scanned or electronic signature and that also bears our manually signed signature and is held by us;and(ii)to the extent this Agreement constitutes chattel paper
(as defined by the UCC),a security interest may only be created in the original. Notwithstanding the foregoing,(i)for evidentiary purposes,any faxed,scanned or electronic copy of this Agreement may be considered the
original,and you waive the right to challenge in court the authenticity or binding effect of any such copy or signature thereon;and(ii)we reserve the right to require you to sign any instrument manually and to deliver to us an
original of such document. You agree to execute any further documents that we may request to carry out the intents and purposes of this Agreement. All notices shall be mailed or delivered by facsimile transmission or overnight
courier to the respective parties at the addresses shown on this Agreement or such other address as a party may provide in writing from time to time. By providing us with a telephone number for a cellular phone or other wireless
device,including a number that you later convert to a cellular number,you are expressly consenting to receiving communications,including but not limited to prerecorded or artificial voice message calls,text messages,and calls
made by an automatic telephone dialing system,from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such
calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. You authorize us to make non-material amendments(including completing and conforming the description of the
Equipment)on any document in connection with this Agreement. Unless stated otherwise herein,all other modifications to this Agreement must be in writing and signed by each party or in a duly authenticated electronic record.
This Agreement may not be modified by course of performance.
11. WARRANTY DISCLAIMERS: WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS." YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. WE DO NOT TAKE
RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER,AND NOTHING SUPPLIER STATES OR
DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER,LICENSOR OR
MANUFACTURER,AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES,EXPRESS
OR IMPLIED,OF,AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR,MERCHANTABILITY,FITNESS FOR ANY PARTICULAR PURPOSE,CONDITION,QUALITY,ADEQUACY,TITLE,DATA ACCURACY,SYSTEM
INTEGRATION,FUNCTION,DEFECTS,INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT,ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. SO LONG AS YOU ARE NOT IN
DEFAULT UNDER THIS AGREEMENT,WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.
12. LAW;JURY WAIVER: This Agreement will be govemed by and construed in accordance with Minnesota law. You consent to jurisdiction and venue of any state or federal court in Minnesota and waive the defense of
inconvenient forum. For any action arising out of or relating to this Agreement or the Equipment,BOTH PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY.
21242 Page 2 of 2 Rev.12/01/2016
Cocusign Envelope 10:ECIE47E8-D570-47DB-AE48-9386F4EDOFDE APPROVED
bank $TA `-Y, . ;.�' „it =. ,7127120
GOVERNME • +DENDUM
E[DUIPMENT FINANCE
AGREEMENT #
2670835
Addendum to Agreement # 2670835 and any future supplementslschedules thereto, between CITY OF MCCALL, as Customer and U.S. Bank
Equipment Finance, a division of U.S.Bank National Association (U.S." Bank Equipment Finance"),as Lessor(°Agreement"). The words"you"and
'your'refer to Customer. The words give,"°us"and sour'refer to Lessor.
The parties wish to amend the above-referenced Agreement by adding the following language:
REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and warrant to us that: (i) you have been duly
authorized under the Constitution and laws of the applicable jurisdiction and by a resolution or other authority of your governing body to
execute and deliver this Agreement and to carry out your obligations hereunder, (ii)ail legal requirements have been met,and procedures
have been followed,including public bidding, in order to ensure the enforceability of this Agreement;(iii)this Agreement is in compliance
with all laws applicable to you, including any debt limitations or limitations on interest rates or finance charges; (iv)the Equipment will be
used by you only for essential governmental or proprietary functions of you consistent with the scope of your authority,will not be used in a
trade or business of any person or entity,by the federal government or for any personal,family or household use,and your need for the
Equipment is not expected to diminish during the term of this Agreement; (v)you have funds available to pay Payments until the end of
your current appropriation period,and you intend to request funds to make Payments in each appropriation period,from now until the end
of the term of this Agreement;and(vi)your exact legal name is as set forth on page one of this Agreement.
NON-APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated to make Payments or any other amounts due
under this Agreement or (to the extent required by applicable law) this Agreement is not renewed either automatically or by mutual
ratification, this Agreement shall terminate and you shall not be obligated to make Payments under this Agreement beyond the tnen-
current fiscal year for which funds have been appropriated. Upon such an event, you shall, no later than the end of the fiscal year for
which Payments have been appropriated or the term of this Agreement has been renewed, deliver possession of the Equipment to us. If
you fail to deliver possession of the Equipment to us, the termination shall nevertheless be effective but you shall be responsible,to the
extent permitted by law and legally available funds,for the payment of damages in an amount equal to the port'on of Payments thereafter
coming due that is attributable to the number of days after the termination during which you fail to deliver possession and for any other loss
suffered by us as a result of your failure to deliver possession as required. You shall notify us in writing within seven days after(i)your
failure to appropriate funds sufficient for the payment of the Payments or(si)to the extent required by applicable law,(a)this Agreement is
not renewed or(b)this Agreement is renewed by you(in which event this Agreement shall be mutually ratified and renewed),provided that
your failure to give any such notice under clause (I) or(ii) of this sentence shall not operate to extend this Agreement or result in any
liability to you.
TITLE TO THE EQUIPMENT: if the selected purchase option for this Agreement is$1.00 or$101.00,unless otherwise required by law,
upon your acceptance of the Equipment,title to the Equipment shall be in your name,subject to our interest under this Agreement.
The parties wish to amend the above-referenced Agreement by restating the following language:
Any provision in the Agreement stating this Agreement supersedes any invoice and/or purchase order is hereby amended and restated as
follows: You agree that the terms and conditions contained in this Agreement, which, with the acceptance certification, is the entire
agreement between you and us regarding the Equipment and which supersedes any purchase order, invoice, request for proposal,
response or other related document'
Any provision in the Agreement stating that this Agreement shall automatically renew unless the Equipment is purchased, returned or a
notice requirement is satisfied is hereby amended and restated as follows "Unless the purchase option is$1.00 or$101.00,at the end of
the initial term,this Agreement shall renew on a month-to-month bans under the same terms hereof unless you send us written notice at
least 30 days before the end of any term that you want to purchase or return the Equipment, and you timely purchase or return the
Equipment."
Any provision in the Agreement stating that we may assign this Agreement is hereby amended and restated as follows: "We may sell,
assign,or transfer this Agreement without notice to or consent from you,and you waive any right you may have to such notice or consent.'
Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us under any
agreement is hereby amended and restated as follows: "To the extent permitted by law, you grant us a security interest in the Equipment
10162eeem 19 Pagel oft
DocuSign Envelope ID:EC1 E47E8-D570-47DB•AE4B-9386F4EDDFDE APPROVED
to secure all amounts you owe us under this Agreement and any supplements hereto. You authorize and ra dix 4i ®f�afft� frfa lr1't 7/27120
statement(s)and the naming of us on any vehicle title(s)to show our interest."
Any provision in the Agreement stating that you shall indemnify and hold us harmless is hereby amended and restated as follows: "You
shall not be required to indemnify or hold us harmless against liabilities arising from this Agreement. However, as between you and us,
and to the extent permitted by law and legally available funds,you are responsible for and shall bear the risk of loss for,shall pay directly,
and shall defend against any and all claims, liabilities,proceedings,actions,expenses,damages or losses arising under or related to the
Equipment, including, but not limited to,the possession,ownership,lease, use or operation thereof,except that you shall not bear the risk
of loss of, nor pay for,any claims,liabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring
after you have surrendered possession of the Equipment in accordance with the terms of this Agreement to us or that arise directly from
our gross negligence or willful misconduct.'
Any provision in the Agreement stating that a default by you under any agreement with our affiliates or other tenders shall be an event of
default under the Agreement is hereby amended and restated as follows: "You will be in default if:(i)you do not pay any Payment or other
sum due to us under this Agreement when due or you fail to perform in accordance with the covenants, terms and conditions of this
Agreement; (ii) you make or have made any false statement or misrepresentation to us; or (iii) you dissolve, liquidate, terminate your
existence or are in bankruptcy.'
Any provision in the Agreement stating that you shall pay our attorneys'fees is hereby amended and restated as follows: In the event of
any dispute or enforcement of rights under this Agreement or any related agreement,you agree to pay,to the extent permitted by law and
to the extent of legally available funds, our reasonable attomeys'fees(including any incurred before or at trial, on appeal or in any other
proceeding),actual court costs and any other collection costs,including any collection agency fee.'
Any provision in the Agreement requiring you to pay amounts due under the Agreement upon the occurrence of a default, failure to
appropriate funds or failure to renew the Agreement is hereby amended to limit such requirement to the extent permitted by law and legally
available funds.
Any provision in the Agreement stating that the Agreement is governed by a particular state's laws and you consent to such jurisdiction and
venue is hereby amended and restated as follows: This Agreement will be governed by and construed in accordance with the laws of the
state where you are located. You consent to jurisdiction and venue of any state or federal court in such state and waive the defense of
inconvenient forum."
By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In the
event of any conflict between this Addendum and the Agreement,this Addendum shall prevail. In all other respects,the terms and conditions of the
Agreement remain in full force and effect and remain binding on Customer.
U.S,Bank Equipment Finance CITY OF MCCALL
Lessor Customer
Signature Signature
DOC ANALYST
9/10/20 Mayor July 17, 2020 1 9:44 AM i<
Title Date Title pate
NOTE: CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT.UNLESS SPECIFICALLY STATED OTHERW ISE
10182 REV 01119 Page 2ar2