Comco Equipment Lease Agreement
EQUIPMENT LEASE AGREEMENT
AGREEMENT # 19271
LESSOR: COMCO EQUIPMENT LEASING GROUP
1611 Huron Trail
Maitland, FL 32751
EQUIPMENT QUANTITY MODEL# SERIAL#
DESCRIPTION
See Attached Schedule A
EQUIPMENT LOCATION IF OTHER THAT BILLING ADDRESS OF LESSEE
TERM & RENT
INITIAL TERM 36 MONTHS
MONTHLY RENTAL PAYMENT $912.00 (Plus applicable tax) ADVANCE 1ST & LAST PAYMENT
$1,824.00 (Check must accompany lease)
TERMS AND CONDITIONS
The words You and Your mean the Lessee. The words WE, US, and OUR refer to the
Lessor indicated on reverse.
1. Rental ("AgreemenT"): We agree to rent to you and you agree to rent from us
the equipment listed above ("Equipment"). You promise to pay us the rental
payment according to the payment schedule shown above. The parties intend this
Agreement to be a finance lease under Article 2A of the Uniform Commercial Code.
2. Terms and Rent: The initial term shall commence on the day that any of the
Equipment is delivered to you (The Commencement Date). The installments of rent
shall be payable in advance at the time and in the amounts provided above,
commencing on the Commencement Date and subsequent payments shall be due on the
same date of each successive period thereafter until all rent and any additional
rent or expenses chargeable under this Agreement shall have been paid in full.
Lessee obligation to pay the rent and other obligations hereunder shall be
absolute and unconditional and are not subject to any abatement, set-off,
defense or counter-claim for any reason whatsoever.
3. No Warranties: We are renting the Equipment to you "AS IS". We make no
warranties, express or implied, including warranties of merchantability, or
fitness for a particular purpose in connection with this Agreement. We transfer
to you for the term of this Agreement any warranties made by manufacturer or
supplier to us. Neither supplier nor any agent of supplier is an agent of lessor
or is authorized to waive or modify any term or condition of this Agreement.
Lessee Trilogy International Inc. Phone # 561-781-7278
Billing Address 526 SE Dixie Highway; Stuart, FL 34994
BY X__________________________________________________________________
Authorized Signature Title Date
Print name: Carol Berardi
267
The terms and conditions printed within are made a part hereof
GUARANTY
To induce Lessor to enter into the within Agreement, the undersigned (jointly
and severally, if more than one) unconditionally guarantees to Lessor the prompt
payment when due of all Lessee's obligations to Lessor under the
Agreementincluding without limitation every rental installment, the accelerated
balance of rents, administrative charges, collection charges, and interest.
Lessor shall not be required to proceed against Lessee or Equipment or to
enforce any of its other remedies before proceeding against the undersigned. The
undersigned agrees to pay all reasonable attorney's fees, court costs and toher
expenses incurred by Lessor by reason of any default by Lessee. The undersigned
waives notice of acceptance hereof and all the other notices or demands of any
kind to which the undersigned may be entitled except demand for payment. The
undersigned consents to any extensions of time or modification of amount of
payment granted to Lessee and the release and/or compromise of any obligations
of Lessee or any toher obligors and /or guarantors without in any way releasing
the undersigned's obligations hereunder. This is a continuing Guaranty and shall
not be discharged or affected by your administrators, representatives,
successors and assigns. Guarantor waives any right of subrogation, indemnity,
reimbursement and contribution by Lessee. This Guaranty shall continue to be
effective or reinstated, as applicable. If at any time payment of any part of
the obligations under the Agreement is rescinded or otherwise required to be
returned by Lessor upon the insolvency, bankruptcy, or reorganization of Lessee
or upon the appointment of a receiver, trustee or similar officer for Lessee, or
it's assets, all as though such payment to Lessor had not been made, regardless
of whether Lessor protested the order requiring the return of such payment. This
Guaranty may be enforced by or for the benefit of any assignee or successor of
Lessor. Nothing shall discharge or satisfy the undersigned's liability except
the full performance and payment of all the Lessee's obligation to Lessor with
interest. The undersigned consents to the personal jurisdiction of the courts of
the State of New Jersey with respect to any action arising out of any lease,
guaranty settlement agreement, promissory note or other accommodation or
agreement with lessor. This means that any legal action filed against the lessee
and/or guarantors maybe filed in New Jersey and and that lessee and/or any of
the guarantors may be required to defend and litigate any such action in New
Jersey. Lessee and all Guarantors agree that service of process by certified
mail, return receipt requested,
Shall be deemed the equivalent of personal service in any such action. Any legal
action concerning this Agreement shall be governed by and construed according to
the laws of the State of New Jersey.
X_____________________________ X________________________________
WITNESS SIGNATURE GUARANTOR
SIGNATURE DATE
- ------------------------------ --------------------------------
PRINT NAME PRINT NAME
X________________________________
GUARANTOR SIGNATURE
--------------------------------
PRINT NAME
268
TERMS AND CONDITIONS (CONTINUED)
4. Ownership Redelivery and Renewal: We are the owner of the Equipment and have
title to the Equipment. To protect our rights in the Equipment, in the event
this Agreement is determined to be a security agreement, you hereby grant to us
a security interest in the Equipment and all proceeds, products, rents or
profits therefrom. In states where permissible, you hereby authorize us to cause
the Agreement or any statement or other instrument in respect to this Agreement
showing our interest in the Equipment, including Uniform Commercial Code
Financing Statements, to be filed or recorded and re-filed and re-recorded and
grant us the right to execute your name thereto. You agree to execute and
deliver any statement or instrument requested by us for such purpose. You agree
to pay or reimburse us for any searches, filings, recordings, stamp fees or
taxes related to the filing or recording of any such instrument or statement. No
more that one hundred eighty (180) days but not less than ninety (90) days prior
to the expiration of the initial term or any renewal term of this Agreement you
shall give us written notice of your intention to either return the Equipment to
us or purchase the Equipment, as provided below. Provided you have given such
timely notice, you shall return the Equipment, freight and insurance prepaid, to
us, in good repair condition and working order, ordinary wear and tear excepted,
in a manner and to a location designated by us or remit the purchase option. If
you fail to notify us, or having notified us, you fail to return the Equipment
as provided herein, or fail to remit the purchase option, this Agreement shall
renew for additional terms of twelve (12) months each at a periodic rent equal
to 100% of the rent provided herein.
5. Option to Purchase: We hereby grant to you, provided you are not in default
hereunder, the option to purchase, "AS IS" without express or implied
warranties, all (not part) of the Equipment at the expiration of the term of
this Agreement for its then fair market value plus all applicable taxes.
6. Maintenance, Risk of Loss, and Insurance: You are responsible for installing
and keeping the Equipment in good working order. Except for ordinary wear and
tear, you are responsible for protecting the Equipment from damage and loss of
any kind. If the Equipment is damaged or lost, you agree to continue to pay
rent. You agree during the term of this Agreement, to keep the Equipment fully
insured against damage and loss, naming us as the loss payee, to obtain a
general public liability insurance policy from a company acceptable to us,
including us as an additional insured on the policy. You agree to provide us
certificates or other evidence of insurance. If you do not, you agree that we
have the right but not the obligation to obtain such insurances. In which event
you agree to pay us for all costs thereof.
7. Indemnity: We are not responsible for any losses or injuries caused by the
installation, removal or use of the Equipment. You shall indemnify and hold us
harmless from and against any claims, actions, proceedings, damages, expenses
and costs (including attorney's fees and costs) arising out of or in connection
with the Equipment of this Agreement including without limitation, the
possession, use, rental, operation and return of the Equipment.
8. Taxes and Fees: You agree to pay when due or reimburse us for all taxes,
fees, fines and penalties relating to use or ownership of the Equipment or to
this Agreement, now or hereafter imposed, levied or assessed by any state,
federal or local government or agency. You agree to pay us a fee of $67.50 to
reimburse us for the expense of preparing financing statements and for other
documentation costs. Equipment located in various states is subject to sales tax
,which require that tax be paid up front. If you choose to pay this tax up front
you may include, with your security deposit, your check for the current percent
of tax applied to the cost of Equipment. If you do not include payment up front,
you authorize us to advance the tax and increase your monthly payment by an
amount equal to the current tax percentage applied to the monthly rental shown
above.
269
9. Location of Equipment: You will keep and use the Equipment only at your
address shown above. You agree that the Equipment will not be moved from that
address unless you get our written permission in advance to move it.
10. Default and Remedies: If you (a) fail to pay rent or any other payment
hereunder when due; or (b) fail to perform any of the terms, covenants or
conditions of the Agreement after ten (10) days written notice; or (c) become
insolvent or make an assignment for the benefit of creditors; or (d) a receiver,
trustee, conservator or liquidator is appointed with or without your consent,
you shall be in default under the Agreement and, we may to the extent permitted
by applicable law, exercise any one or more of the following remedies;
(i)declare due, sue for and receive from you the sum of all rental payments and
other amounts then due and owing under this Agreement or any schedule thereto,
plus the present value of (x) the sum of the rental payments for the unexpired
term of this Agreement or any schedule hereto discounted at the rate of 6% per
annum and (y) the anticipated value of the Equipment at the end of the initial
term or applicable renewal term of the Agreement (but in no event less than 15%
of the original cost of the Equipment) discounted at the rate of 6% per annum
and upon recovery of the same in full, the Equipment shall become your property;
(ii) to similarly accelerate the balances due under any other agreements between
us; (iii) to take immediate possession of the Equipment, and to lease or sell
the Equipment or any portion thereof, upon such terms as we may elect, and to
apply the net proceeds, less reasonable selling and administrative expenses, on
account of your obligations hereunder; (iv) charge you interest on all monies
due us from and after the date of default at the rate of one and one third
percent (1 1/3%) per month until paid but in no event more than the maximum rate
permitted by law; (v) require you to return all Equipment at your expense to a
place reasonably designated by us; (vi) to charge you for all the expenses
incurred in connection with the enforcement of any of our remedies including all
costs of collection, reasonable attorney's fees and court costs. When ever any
payment is not made by you when due hereunder, you agree to pay us, not later
than one month thereafter, as an administrative charge to offset our collection
expenses, an amount calculated at the rate of ten cents per one dollar of each
such delayed payment, or $15 whichever is higher, but only to the extent
permitted by law. Such amount shall be payable in addition to all amounts
payable by you as a result of the exercise of any of the remedies herein. All
our remedies are cumulative, are in addition to any other remedies provided for
by law and may, to the extent permitted by law, be exercised either concurrently
or separately. Exercise of any one remedy shall not be deemed an election of
such remedy or to preclude the exercise of any other remedy. No failure on our
part to exercise any right or remedy and no delay in exercising any right or
remedy shall operate as a waiver of any right or remedy or to modify the terms
of this Agreement. A waiver of default shall not be construed as a waiver of any
other or subsequent default. We shall retain the sum set forth above as a
security deposit for your performance of your obligations hereunder. Upon lawful
termination of this Agreement, provided you are not in default, the Security
Deposit shall be returned to you. No interest shall be paid upon said Security
Deposit. In the event we may apply said Security Deposit to cure any default.
11. Assignment: You have no right to sell, transfer, assign this agreement or
sublease the equipment. We may sell, assign or transfer this agreement, without
notice. You agree that is we sell, assign or transfer this Agreement, the new
owner will have the same rights and benefits that we have now and will not have
to perform any of obligations. You agree that the right of the new owner will
not be subject to any claims, defenses, or set offs that you may have against
us. In the event of a sale, assignment or transfer, we agree to remain
responsible for our obligations hereunder.
270
12. Consent to Jurisdiction and Governing Law: You consent to the personal
jurisidiction of the courts of the State of New Jersey with respect to any
action arising out of this agreement or the equipment. This means that any legal
action filed against you may be filed in New Jersey and that you may be required
to defend and litigate any such action in New Jersey. You agree that service of
process by certified mail, return receipt requested, shall be deemed the
equivalent of personal service in any such action. However, nothing in this
paragraph shall be construed to limit the jurisdictions in which suit may be
filed by any party to this Agreement or the means of obtaining service of
process in any such suit. This Agreement shall be governed by and construed
according to the laws of the State of New Jersey. To the next extent permitted
by law, you waive trail by jury in any action hereunder. You hereby waive any
all rights and remedies granted you by section 2a-508 of the Uniform Commercial
Code.
13. Customer P.O.: You agree that any Purchase Order issued to us covering the
rental of this equipment, is issued for purposes of authorization and your
internal use only, and none of its terms and conditions shall modify the terms
of this Agreement.
Entire Agreement: this Agreement contains the entire arrangement between you and
us and no modifications of this Agreement shall be effective unless in writing
and signed by the parties.
LESSEE: x__________________ TITLE: ________________DATE:_____________
BY:______________________TITLE:_____________DATE:______________
ACCEPTED:
LESSOR: COMCO EQUIPMENT LEASING GROUP
271