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<br />10.INDEMNITY. We are rIOt respollSible for any injuries, damages, penal~es, claims or losses, including legal expellSes. incurred byyou or any other person caused by the lransportatiOll.
<br /> installa~on, mamJfacture, selection, purchase,lease,
<br />, ownership. fXl55ession, modification. maintenance, condition, operation,lISe. retum ordisposition ofthe Equipment. T otheextent permitted by law. you agree to reimburse uslor and defend
<br /> usagainstanyclaimsforsuch losses, damages, penal~es,
<br />claims, injuries. or expenses. This indemnity continues e~en after this Lease has expired for acts or omissiollS which occurred during the Lease Term.
<br />11.IDENTlFICA TlON. You authorize us to insert or correct missing information on this lease. including your official name, serial nUmDers and any other information describing !he Equipment.
<br /> We "";11 send you copies of such changes. You
<br />will attach to the Equipment any name plates or stickers we provide you.
<br />12. LOSS ORDAMAGE. You are responsible for any loss of the Equipmentfrom anycause atall, wl1etheror rIOt insured, fromthe time the Equipmentisshippedtoyou until itis returned tous.1f
<br /> any itemolEquipment islosi. st~enordamaged,
<br />you will prompHy no~fy us of such event. Then, at our option, youwill either (a) repairthe Equipment so that it is in good condition and IWrking order, eligible for any manllfacture~s
<br /> certification, or (b) pay lIS an amount equal to the NetBook Value (as
<br />defined in Section 15) oflhe lost, stolen or damaged Equipmenl.lfyou ha~e satisfiedyourobligations under this Section 12, wewill forward toyouany insurance proceedswhichwe receivefor
<br /> lost, damaged, ordestroyed Equipment. If you are indefault,
<br />wewillapplyanyinsuranceproceedswerecei~etoreduceyourobligationsunderSection150fthisLease
<br />13. INSURANCE. Youagreeto{a} keeptheEquipmentlullyinsuredagaillStloss, naming lIS as loss payee, and{b)obtainageneral publicliabilityillSur<mcepolicycoveringbothpersonal injury and property
<br /> damage inamountsnotlessthan
<br />we may tell you, naming us as additional insured, until you have met all olyour obligations under this Lease. We are under no duty to tell you if your insurance coverage is adequate.
<br /> The policies shall state that we are to be notified of any proposed
<br />cancellationatleast15dayspriortothedateselforcancellation.Uponourrequest,youagreetoprovideuswithcertificatesorotherevidenceofinsuranceacceptabletous.lfyoudonotpravideuswithevidenceofproperinsurancewi
<br />thin10daysof
<br />our request or we receJve notice of policy cancellafion, we may (but we are not obligated to) obtain insurance on our interest in the Equipment at your expense. You will pay all insurance
<br /> premiums and related charges.
<br />14. DEFAULT. You wili be indefaultunder this lease ilany of the following happens: (a) wedo not receive any Rentorotherpaymenidue underthis lease within 10days after itsduedate, or(b)
<br /> youfail to perlormor observe any other promise
<br />or obligationin this Lease and donotcorrect the default within 1 0 daysaflerwesendyou written noticeof defaui~ Of (c) any representation, warrantyor statement you have made in this Lease
<br /> shall praveto have Deen lalseor misJeading in any material
<br />respect, or(d) any insurance carrier cancelsorll1reatens to cancel any insurancaon the Equipment, or (e) the Equipmentorany part ofit isabused, illegally used, misused, lost, destroyed,
<br /> ordamaged beyond repair, or(1) a pemion is filed byoragainsl
<br />youunderanyllankruptcyorinsolvencylaws,or(g)youdefaultonanyotheragreementbetweenyouandus(orouraffiliates).
<br />15. REMEDIES. Upon the occurrence of a default, we may, in our sole discretion, do any or all of the following: (a) provide written notice to you of default; (b) as liquidated damages
<br /> for loss of a lIargaln and not as a penaity, dedare due and
<br />payable, the presentvalueof~) any and all amounts whfch may be then due and payable byyou to us under this Lease, pillS (ii) ail Rent payments remaining through theend of the Lease Term,
<br /> plus (iii) our reasonable estimate of the fair marketvalue
<br />of like equip mentasof the end oft he Lease T enn,discountedatlhe higherof6%orthe lowest rate allowedbylaw{colledively, the 'Net Bcok Value"). We havetherighttorequireyoutomake lheEquipmentavailable
<br /> to usforrepossessionduringreasonable
<br />business hours orwe may repossess the Equipment, so long as we do nol breach the peace in doing so, orwe may use legal process in compliance with applicabje law pursuant to court order
<br /> to have the Equipment repossessed. You will not make
<br />any claims against lIS orthe Equipmentfor trespass, damage oranyotherreason. Ifwe take possession of the Equipmentwe may (a) sell orlease the Equipment at public orprivate sale orlease,
<br /> andlor(b) exercise such other riglltsas may I:le allowed
<br />by applicable law. Although you agree that we have no obligation to selllhe Equipment. if we oosellthe Equipment, wewili reduce the NetBook Value by theamountswe receive, Youwill immediately
<br /> pay us the remaining Net Book Value. You agree
<br />(a) that we only need togive you 10 days advance notice of any sale and no notice of advertising. (b) to pay all of the costs we incurto enforce our rights against you, including attorney's
<br /> fees, and (c) thatwe will retain all 01 our rights against you even
<br />Ifwedonotchoosetoenforcethematlhetimeofyourdefault.
<br />16. YOUR OPTIONSA T END OF lEASE. Providedyou are not in default upon expiration of the Lease Term you shall have the option to (a) return !he Equipment inaccordancewith Secti0l117,
<br /> or (b) on 60 daysadvance wrillen notice to us.
<br />purchase all but not less than all of the Equipment forthe fair market valueofthe Equipment, as de\e(mlned by us in our reasonable judgment (plus any applicable taxes). If you elect
<br /> to purchase the Equipment, upon payment of the agreed upon price
<br />includingallsaleslaxesandolherapplicablelaxes, wewilllransfer the Equipment toyou AS I$.WHEREIS, WITHOUT ANYREPRESENTA TlON OR WARRANTY. Ifyoufail to exercise the purchase option (a)
<br /> youwlU contlnueto pay Rent untillhe
<br />EqulpmenllsrecelvedandacceptedbyuspursuanltoSeetion17,and(b)alloflhetennsoftheLeaseshallconllnuetoapply,lneJudingyourobligatlontopayRent.
<br />17. RETURN OF EQUIPMENT. If (a) a defauit occurs, (b) you do not purchase the Equipment at the end of the Lease T 0011, or (c) a non-appropriation offunds occurs in accordance with Section
<br /> 4, you will Immediately return the Equipment
<br />toanylocation(s) andaboard anycarrier(s)we may designate inthe con~nental United States. TheEquipment must I:leproperiy packed forshlpmentin accordancewithlhe manufacturer'srecommendationsorspecifica
<br />tions, freight prepaid and insured,
<br />maintained inaceordancewith Section 8, and in 'Average Saleable Condition.' "Average Saieable Condition" means that all of the Equipmentis immediately available lor use by a third party
<br /> buyer, userorlessee, other than yourself, without the need
<br />for any repair or refurbishment. All Equipment must be free of markings. You will pay lIS for any missing or defective parts or accessories. You will continue to pay Rent until the Equipment
<br /> Is received and accepted by us.
<br />18. YOUR REPRESENTATIONS. You herebyrepresentandwarrantto us lhatasofthedateofthislease, and lhroughoutthe Lease Tenn: (a) youaretheentityindicatedin thisleasa; (b) you aredulyorganizedandexisling
<br /> underthe ConstitutiOll
<br />and lawsoflheStateinwhich you are located; (c) you areauthorized toenter into and carryoutyourobligations under this lease, anydocuments relative to theacquisition ofthe Equipmentand
<br /> anyotherdocuments required tobedeliveredin connection
<br />with this Lease (collectively,the "Documents"); (d) the Documents have been duly authorized, executed and delivered byyoulnaa:ordancewithallappjicable laws, rules, ordinances,and reguJations.
<br /> The DoaJments are valid, legal, b4nding agreements,
<br />enforceable inaccordancewi!h theirterms. The person{s)signlng the Documents havethe authoritytodo so, are acting with thefull authorization ofyourgovemlng body, and hold the offices
<br /> indicated I:lelowtheir sJgnalures, each of which are genuine;
<br />(e) the Equipment isessential to the immediate performanceofa governmental or proprietary function byyou within the scope of you authofityand shall be used during the leasa Term only
<br /> to perform such function; (f) you intend to use the Equipment
<br />for the entire lease Term and shall take all necessary action to indude in your annuai budget any funds required to fulfill your obligations for each fiscal yearduring the Lease T arm;
<br /> (g) you have complied fuilywith all applicable law governing open
<br />meetings, public bidding and appropriations required inoonnection"..;th this Leaseand the acquisittonofthe Equipment; (h)yourobHga~onstoremitRentunderthisLeasa oonstilutea currentexpensaandnota
<br /> debt under applicable state law. No provision
<br />of this Lease OOl15titutes a pledge of your tax or general revenues, and any provision which is so construed by a court of competent jurisdiction is void from the inception of this lease:
<br /> (i) all payments due and to become due during your current fiscal
<br />yeararewithinlhefiscalbudgetofsuchyear,andareincludedwithlnanunreslrictedandunencumberedappropriationcurrentiyavailableforlheleasalpurchaseoflheEquipment;andO}aIlfinanclalinformationyouhaveprovidedto
<br />usistrueandacllJrate
<br />andprovidesagoodrepresentationofyourfinancialoondition
<br />19. YOUR PROMISES. In addition to the other provisions of this lease, you agree that during the tenn of this Lease (a) youwiil promptly notify us in ""fiting if you move your principal
<br /> office or you change your name or legal structure. (b) you
<br />will provide to us such financial information as we may reasonably request from time to time, and (G) you will take any action we reasonabjy request to protect our rights in the Equipment
<br /> and to meet your obligations ul1der this Lease
<br />21).ASSIGNMENT. YOUWlLL NOT SELl, TRANSFER,ASSIGN, PLEDGE, SUB-lEASEOR PARTWlTH POSSESSION OFTHE EQUIPMENT, OR FILE ORPERMIT AUEN TO BEFILEDAGAlNSTTHE EQUIPMENT. Youwill not attach
<br />any of the Equipment toany real estate. Upon our reasonable request and at your cost. you will obtain from each person having an interest in the real estate where the Equipment is localed
<br /> awalver of any rights they may have in the Equipment. You
<br />understand and agree lhat immediately upollacceptance olthe Equipment (see Section 2) we willsell, assign and translerthis Lease and our interestsln the Equipmentto General Electric
<br /> Capital Corporation ('GE Capital") (E.I.N. 131500700). YOll
<br />agree to remit to GE Capital, atthe address provided by GE Capital from ~me to time, all Rent paymentsand other amounts due and to become due under this Lease. You agree that GE Capitai
<br /> wili have the same rights and I:lenefits thatwe now have.
<br />YouagreethatGE Capital's rights underthisLeaseshallootl:le subjecltoanyclaims, defenses orset.-offs that you mayhaveagainstus. However, any such assignment,sale, ortranslerofthisleaseortheEquipmentwi
<br />ll not relieve us ofanyobligations
<br />we may have to you under this Lease. If you are given notice of a new owner of this Lease, you agree to respond to any requests about this Lease and, ;r directed by us, to pay the new
<br /> owner all Rent and other amounts due under this Lease.
<br />21. COLLECTION EXPENSES, OVERDUE PAYMENT, TERMINATION. You agree lhat we can, but do not have to, takeon yourbeha~ any action which you fail to takeas required by this Lease, and our
<br /> expenses will be in addition to 01 the
<br />Rent which you owe us. We may charge you a late charge to cover our collection costs equal to the higher of 1 0% of any late payment or$22, but not more than the highest legal rate.
<br /> To the extent allowed by law, any late payment or non-payment
<br />of any past due amount will accrue interestat the lower of 18% per annum or the highesllegal rate from the due dale until paid. If you so request and we permit the earty termination
<br /> of this Lease (for reasons other than a non-appropriation pursuant
<br />toSection4),youagreetopayafeeforsuchprivilege.
<br />22. COMPLIANCE WITH LAWS. You understand that the Equipment may De purchased for cash (the .Equipment Cost") or it may be leased. By signing this iease, you acknowledge that you have
<br /> chosen to lease the Equipment from us for
<br />theLeaseTermandthatyouhaveagreedtopayRenl.
<br />23. MISCEllANEOUS. This Leasecontalnsourentire agreement and supersedesanyconflic~ng provisionof any equipment purchase order or any other agreement. TIME IS Of THE ESSENCE IN THIS LEASE.
<br /> If a courtfindsany provision
<br />of this Lease to beunenforceable, the remaining terms of this lease shall remain in effect, THIS lEASE ISA "FINANCE lEASE" AS DEFINED IN ARTICLE 2A OFTHE UNIFORM COMMERCIAL CODE. You
<br /> authorize us (or our agent) to (a) obtain
<br />credit reports, (b) make such other credit inquiries as we may deem necessary, and (c) fumish payment history inlonna~on to credit reporting agencies. To the extent permitted by law,
<br /> we may charge you a fee of $43.25 to cover our documentation
<br />andinves~gationcosts.
<br />24. NOTICES. All of your written notices to us must be sent by certified mail or recognized ovemightdeJivery service. postage prepaid, to us at our address stated In this Lease, or byfacsimile
<br /> transmission to ourlacsimile leiephone number,
<br />with oral confirmation of receipt. All of our notices to you may be sent first class mail, postage prepaid, to youraddress stated in this Lease. At any time after this lease is signed,
<br /> you orwe may change an address orfacsimile telephone number by
<br />givingnoticetotheolherofthechange.
<br />25. WAIVERS. WE AND YOU EACH AGREE TO WANEAND TO TAKE All REQUIRED STEPS TOWAlVEAll. RIGHTS TOAJURYTRIAL To the extent you are permitted by applicable law, you waive all rights and remedies
<br /> conferred
<br />upon a lessee by Arlicie 2A (Sections 508-522) oftheUniform Commercial Code including butnotlimited toyourrights to: (a) cancel orrepudiatethislease; (b) rejector revoke acceptanceoflhe
<br /> Equipment; (c) recoverdamagesfrom usforanybreach
<br />ofwarranty orfor any other reason; and (d) grant a security interest in any Equipment in your possession. To the extent you are permilled by applicable law, you waive any rights you
<br /> newor later may have undaranystatute or otherwisewhich require
<br />us tosell or otherwise useany Equipmentto reduce ourdamages, which require lIS to provide you with noticeof default, intenito acceiarate amounts becoming due or acceleration of amounts
<br /> becoming due, orwhich may otherwise limit or modify any
<br />of our rights orremedies. ANY ACTION YOU TAKE AGAINST US FORANY DEFAUL T,lNClUDING BREACH OFWARRANTYOR INDEMNITY, MUST BEST ARTEDWITHIN ONE (1) YEAR AFTER THE EVENT WHICH CAUSED rr.
<br /> Wewill not
<br />beliableforspecificperformanceofthisleaseorforanylosses,damages,delayorfailuretodeiiverEquipment
<br />
<br />IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS LEASE {INCLUDING THOSE ON THEREVERSE SIDE) SHOUl.D BE READ CAREFUl.lY BECAUSE ONLY THOSE TERMS INWRlTING ARE ENFORCEABLE. TERMS
<br />OR ORAl PROMISES WHICH ARE NOT CONTAINED IN THIS WRmEN AGREEMENT MAY NOT BE LEGALLY ENFORCED, YOU MAY CHANGE THE TERMS OF THIS LEASE ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN
<br />YOU AND US. YOU AGREE TO COMPLYWlTH THE TERMS AND CONDITIONS OF THIS l.EASE. YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS PURPOSES ONLY AND NOT FOR PERSONAl., FAMILY OR
<br />HOUSEHOl.D PURPOSES.
<br />
<br />YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS LEASE AND YOURAPPllCATION WAS CORRECT AND COMPLETE WHEN THIS l.EASE WAS SIGNED. THIS LEASE IS NOT BINDING UPON US OR EFFECTIVE UNLESS
<br />AND UNTil WE EXECUTE THIS LEASE. THIS lEASE WIll BE GOVERNED BYTHE LAWS OF THE STATE OF IOWA. tDU AGREE TO THE JURISDICTION AND VENUE OF FEDERAL AND STATE COURTS IN LINN COUNTY,IOWA.
<br />ACCEPrED BY: PROPOSED BY:
<br />
<br />BY:
<br />
<br />BY: X
<br />
<br />City of Santa Ana
<br />-S ~MMe.. f!r;~e
<br />
<br />,:ell?, r In.",-,l
<br />
<br />lESSOR: DANKA OFFICE IMAGING COMPANY dba DANKA FINANCIAL SERVICES
<br />
<br />lESSEE:
<br />
<br />TITLE:
<br />
<br />OATE'
<br />
<br />DATE:
<br />
<br />FEDTAXID#:
<br />
<br />OPINION OF COUNSEL
<br />Jhaveactedascounseltotheabove-referencedLessee{the-Lessae")withrespecltoLeaSllAgreementNo,___byandbetweentheLesseeandLessor(the"Lease"},andinthiscapadtyhavereviewe-dtheoriginalorduplicatlloriginals
<br /> ~
<br />otthe Lease and $lith other documents as I have deemed relevant. Based upon the foregoing, I am of too opinion lhat: (A) Lessee is a slate or a fully constituted political subdivision
<br /> or agency of a slate wilhin the meaning of Sec~on 1 03 of the Internal ~
<br />Revenue Code of 1986, aii amended; (8) the execution, delivery and performam:e of the Lease by Lessee have been duty authorized by all necessary action on the part 01 Lessee; (e) the
<br /> Lease consmutes a legal, valid and binding obligation of ~
<br />Lessee enforceable In accordance with ils terms, except as limited by laws of general applil:ation affecting the enforcement ofcredltors' nghts, and does notconsmule a debt of Lesseewhlch
<br /> IS prohibited by state law; (0) the aulhorization, approval ~
<br />and ex8Cution oflhe Leasll and all other proceedings of Lessee related to the lransao::ttonsco ntemplatedtherebyhavebeenperformedinaccordancewithallopoo-meeMglaws,publicbJddinglaws,andallotherapplica
<br />blestatelaws. ~
<br />Thaunderslgnedcertifiesthat(s}heisinattomeydulyauthorizedtoprac~celawlnIhe Stale of ~_' The foregoing oplnlons are Ilmlled to thelawsofsuch State and federal laws of the U nitedStates.
<br /> Jl!
<br />~
<br />
<br />Attomey of Lessee
<br />
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