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HomeMy WebLinkAboutExhibit - Lease AgreementTHIS SAMPLE FORM DOES NOT CONSTITUTE AN OFFER, COMMITMENT OR AGREEMENT BY TAYLOR LEASING CORPORATION TO PROVIDE FINANCING ON THE TERMS CONTAINED HEREIN. The transaction may be disapproved, and the actual terns and conditions upon which Taylor Leasing Corporation might extend credit are subject to further due diligence, formal credit approval, and such other terms and conditions as may be determined by Taylor Leasing Corporation and its counsel. No terms of the contemplated transaction are binding upon Taylor Leasing Corporation until final documents have been executed and all conditions precedent relating thereto have been satisfied. Lease Agreement Send AccountInquiries to 10 Madrid Str et Marshall, MI1 5625B Send Payments o: P.O.Box 790448 • St. LOUIS,. MC f 817 -0448` AGREEMENT NO, The words Lessee, you and your refer to Customer. The words Lessor, we, us and our refer to Taylor Leasing Corporatr®` I w 'Ta for Leasing & Rental. CUSTOMER INFORMATION FULL LEGAL NAME CITY STATE ZIP STREET ADDRESS PHONE EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) E-MAIL BILLING STREET ADDRESS (IF DIFFERENT FROM CUSTOMER ADDRESS ABOVE) together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all procee PAYMENTS ;car TERMS Advance Payment: $ (plus applicable taxes) If no Advance Payment is required, the first Payment Is due Agreement start date. END OF LEASE OPTIONS You may choose one of the following options, which yo Market Value will be your end of lease option, Lease term means the value of the Equipment in continue ❑ 1) Purchase all but not less than all of the. 0 1) Purchase all but not less than all of t 0 Purchase all but not less than all of the rclse at the •Yr) 0 purchase option it e t for its Fair Market Valu ent for $ , 2) Ren €_rer$1.00. Ag Upon acceptance of the Eq 1. AGREEMENT: For business purposes only, you "Equipment unless separ t l . faf all as described supplement which (_' e cation) is the missing Equipmep s b tTf i ce. make corre Unless otherw' n an addendum 7q � I�.greement or return th =nt,. If any provision of ent is denier 2. on ac (4) ex du of estimated expense or c By signing below, you ce R. =" S AND FEES: You will pay the P ¢ego t.n our income) or you, or on the Equip" com"ten nges in the actual Equipment cost; ( f a do a -:�t or deposit is deducted. If we p y on your behalf. We may c e, you agree b, a origination fee in the am• this Agreement. eason your check I tax paymen charges paid CUSTOMER ACCEPTANCE The lease Interim r ultipri_w days after original term, provit t be renewed. To th ew the Agreement per pei em-nt,rer paragraph 1 0 dat e number o STATE $PJA: NOS. 'agoing, including, without limitation, insurance recoveries. aients of $ olicable taxes ment") period is monthly unless otherwise indicated. vill be in an amount equal to 1/30th of the Payment, etween the Agreement start date and the first Payment no event of default under the Agreement has occurred and is continuing. If no box is checked, then Fair hat any purchase option indicates that the purchase price will be the "Fair Market Value" (or "FMV"), such i),,1, or 3) Return the Equipment per paragraph 3. )ern the Equipment per paragraph 3. REEME ANCELABLE, IRREVOCABLE AND CANNOT BE TERMINATED. m us the goods (the "Equipment") and/or to finance certain licensed software and services ("Financed Items", which are included in the word eement, as It may be supplemented from time to time. You agree to all of the terms and conditions contained in this Agreement and any ement regarding the Equipment ("Agreement") and which supersedes any purchase order or invoice. You authorize us to correct or insert ur proper legal name and address. This Agreement becomes valid upon execution by us and will start on the date we pay the supplier. r 3-month term(s) unless you send us written notice between 90 and 150 days (before the end of any term) that you want to purchase able in any jurisdiction, the' other provisions herein shall remain in full force and effect In that jurisdiction and all others. as adjusted) wue, plus all applicable taxes, assessments and penalties related to this Agreement, whether levied or assessed on this Agreement, s lease, sale, ownership, possession, use or operation, The base Payment will be adjusted proportionately upward or downward: (1) by up to 10% to shipping charges or taxes differ from the estimate given to you; (3) to comply with the tax laws of the state in which the Equipment Is located; and/or taxes, insurance or other expenses that you owe hereunder, you agree to reimburse us when we request and to pay us a processing fee for each ou a fee for fling, searching and/or titling costs required under the Uniform Commercial Code (UCC) or other laws. By the date the first Payment is _ to cover us for all closing costs, We will have the right to apply all sums received from you to any amounts due and owed to us under the terms d for nonpayment, you will pay us a bad check charge of $30 or, if less, the maximum charge allowed by law. We may make a profit on any fees, Agreement, ave reviewed and do agree to all terms and conditions o this Agreement on this page and on page 2 attached hereto. X CUSTOMER (AS REFERENCED ABOVE) SIGNATURE TITLE FEDERAL TAX IDENTIFICATION NUMBER PRINT NAME DATED LESSCOJ ACCEPTANCE Taylor Leasing Corporation, dba Taylor Leasing & Rental LESSOR 11019 02/15 SIGNATURE Page 1 of 2 TITLE DATED 3, MAINTENANCE AND LOCATION OF EQUIPMENT; RETURN; SECURITY INTEREST: At your expense, you agree to keep the Equipment: (1) In good repair, condition and working order, In compliance with applicable manufacturers' and regulatory standards; (2) free and clear of all liens and claims; and (3) only at your address shown on page 1, and you agree not to move it unless we agree in writing, As long as you have given us the written notice as required in paragraph 1 prior to the expiration or termination of this Agreement's term, if you do not purchase the Equipment, you will return all but not less than all of the Equipment and all related manuals and use and maintenance records 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 you return, including but not limited to hard drives, disk drives or any other form of memory. You grant us a security Interest in the Equipment to secure all amounts you owe us under any agreement with us, and you authorize us to file a financing statement (UCC-1) or be named on the vehicle title to show our interest. You will not change your state of organization, headquarters or residence without providing prior written notice to us so that we may amend or file a new UCC-1. You will notify us within 30 days if your state of organization revokes or terminates your existence, 4. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE: You agree to keep the Equipment fully insured against risk and loss, with us a than the original Equipment cost until this Agreement is terminated. You also agree to obtain a general public liability Insurance policy with such coverage and fro to us and to include us as an additional insured on the policy. You will provide 10 days advance written notice to us of any modification or cancellation of y certificates or other evidence of Insurance acceptable to us. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY 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, liabili)y installation, possession, ownership, use, condition, inspection, removal, return or storage of the Equipment. You are responsible for the risk of loss or agree to promptly notify us in writing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in writing, you will future rent to the end of the term plus the anticipated purchase price of the Equipment (both discounted at 2%), Any proceeds of insurance wI="' pt1B to u damage. 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 chpt d due to los will survive the expiration or termination of this Agreement. s loss payee, in an amount not less rance carrier as shall be satisfactory ce policy(s). You agree to provide us NCE ON THE EQUIPMENT. We are not caused by or in any way related to delivery, uction of or damage to the Equipment. You balance of this Agreement, Including any kited, at our option, against any loss or e to the Equipment. All indemnities 5, ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGRE M t+ithout our prior written conse you shall not reorganize or merge with any other entity or transfer all or a substantial part of your ownership interests or assets , ell, assign, or transfer this Agreemen we sell, assign or transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not h. n a orm any of our obligations which arose befor that our assignee will not be subject to any claims, defenses, or offsets that you may have against us, You shall co g$ ; = r i h us in executing any documentation reasonably re to effectuate any such assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and Iieii dive successors and assigns, t our prior written consent, flee, You agree that if nment You agree s or our assignee 6, DEFAULT AND REMEDIES: You will be in default if: (a) you do not pay any Payment or other sum due to u tither person when due all to perform in accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affiliates or any material agreemen they lender, (b) yo or have made any false statement or misrepresentation to us, (c) you or any guarantor dies, dissolves or terminates existence, (d) there has been a material adverse change in fpe guarantors ;. , business or operating condition, or (e) any guarantor defaults under any guaranty for this Agreement. If any part of a Payment is more than 5 days late, you agree to pay a late charge f sq he P gTt 3 ich Is late or if less, the maximum charge allowed by law. If you are ever in default, at our option, we can terminate this Agreement and require that you pay the unpaid balance of thisN8ht Ti i g any future Payments to the end of the term plus the anticipated purchase price of the Equipment (both discounted at 2%). We may recover default interest on any unpaid amount at the rate ®i ear. Concurrently and cumulatively, we may also use any or all of the remedies available to us under Articles 2A and 9 of the UCC and any other law, including requiring that you: (1) return the Equip $ ry - o a location we specify; and (2) immediately stop using any Financed Items. In addition, we will have the right, Immediately and without notice or other action, t'i p ff against any of your liabilities to oney, including depository account balances, owed by us to you, whether or not due, In the event of any dispute or enforcement of rights under this Agre �TaIgted agreement, you agree to p " nable attorney's fees (including any Incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection cost = t[dt a11ec ion agency fee. If we havepossession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any nf' r1Tt Ce tt3 w inst what you owe us 1 t 's Agreement, YOU AGREE THAT WE WILL NOT BE T�R RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DA A� OR A ' , OMISSION BYt E. 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 ih g -ment is a Fin q e ed by Artie] 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 ( ".If interest is ceu e ® ( € x ss of the maximum lawful rate, we will refund such excess to you, which will be your sole remedy, 7. SECURITY DEPOSIT: You will pay any security deposit on default, the security deposit will be retained by us to compen amount owed to us by you, in which event you will prom security deposit will be refunded to you after the retur 8. INSPECTIONS AND REPORTS: We will you will deliver all requested information (incl (I) compiled, reviewed or audited annual f, statements) within 120 days after your fis corresponding figures for the prior fiscal year `r submitted to us shall be prepared in accordance period to which it pertains. 9. USA PATRIOT ACT, institutions to obtai that will allow overnight co or bindin mailed pro butn provider. 10. WARRA RELIANCE UPO SUPPLIER IS NOT AGREEMENT. YOU MANUFACTURER, AN WARRANTIES, EXPRESS O ADEQUACY, INSTALLATION, P ASSOCIATED SOFTWARE AND A YOU ASSUME ALL RISKS ASSOCIA u u, We me day of the facs 0 [ ny faxed or scanned copy r'® d by facsimile transmission or o telephone number, now or In the futur p prerecorded or artificial voice messa AIMERS: YOU AGREE T TEMENTS OR REP OF OURS AND TINUE TO ' D RE .a1 uipment In (ght, at any reasona returns) which we de atements (including wi sd, and (ii) mane iveform, at rally aase�¢ Q OR SCANN rti n that identiii to see othe ned transmis e thereon. utter to the re sign this Agreement; cessing and other osit to its full am e with paragraph to inspect the Equi onably necessary to de to boon, a, balance sheet, a nanca state :counting ennui) urity interest in the security deposit In the event this Agreement Is not fully completed or is in e security deposit is non -interest -bearing, and it or a part may be applied by us to satisfy any ou fully comply with all conditions herein and you have never been in default of this Agreement, the n we are fully paid.. d any documents relating to its use, maintenance and repair, Within 30 days after our request, our current financial condition and faithful performance of the terms hereof, This may Include: tnt of income, a statement of cash flow, a statement of changes in equity and notes to financial s within 45 days after the requested reporting period(s). Annual statements shall set forth the ion or exception deemed material by us. Unless otherwise accepted by us, each financial statement applied and shall fairly and accurately present your financial condition and results of operations for the f IENTS; MISC.: To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial customer who opens an account. When you enter into a transaction with us, we ask for your business name, address and other information that substantiate your business Identity. You agree to submit the original duly -signed documents with the security deposit to us via ocuments. Any faxed or scanned copy may be considered the original, and you waive the right to challenge in court the authenticity execute any further documents that we may request to carry out the intents and purposes of this Agreement, All notices shall be parties at the addresses shown on this Agreement or such other address as a party may provide in wiling from time to time. By ell phone or oth'f'wireless device, you are expressly consenting to receiving communications, regardless of their purpose, at that number, including, text messages, and calls made by an automatic dialing system from us and our agents. These calls and messages may incur access fees from your U HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY TIONS MADE BY US, WE DO NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT, THE NOT AN AGENT OF THE SUPPLIER, AND NOTHING THE SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATION UNDER THIS LL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR RVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT, WE MAKE NO AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, E, SAFETY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY NCED ITEMS, YOU ACKNOWLEDGE THAT THE EQUIPMENT IS EXTREMELY HAZARDOUS WHEN NOT ASSEMBLED, USED OR DISMANTLED PROPERLY. WITH THE USE OF SUCH EQUIPMENT. 11, LAW, JURY WAIVER: Agreements, promises and commitments made by Lessor, concerning loans and other credit extensions must be in writing, express consideration and be signed by us to be enforceable. This Agreement may be modified only by written agreement and not by course of performance. This Agreement will be governed 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, YOU AND WE WAIVE ALL RIGHTS TO A TRIAL BY JURY. Page 2 of 11019 02/15 CUSTOMER INITIALS' March 9,2015 City of Miami 650 N, Church Avenue Louisville, MS 39339 Telephone: (662) 779-5400 Fax: (662) 773-9146 EQUIPMENT LEASE QUOTE We are pleased to present the following lease quotation for your review. This lease quote is based on the preliminary information submitted by Mr, Al Paradela, your Taylor Machine Works equipment salesman. Additional credit information will be required to secure a final approval. EQUIPMENT: One (1) New Wiggins Model W2.9M2 LoPro Marina Lift Truck EQUIPMENT COST: $316,000.00 FOB Delivered (plus applicable tax) DELIVERY: TBD FULL PAYOUT FINANCE OPTION TERM: 60 Months LEASE PAYMENTS (PLUS APPLICABLE TAX): $5,819.00 ADVANCE PAYMENTS/SECURITY DEPOSIT: None This quote shall expire on 30 days from today's date unless accepted by you. Thank you for the opportunity to present our quote; we look forward to a long and mutually beneficial relationship with your organization. If you have any questions please do not hesitate to contact me. Please fax/email back your signed acceptance to my attention at the above listed fax or at lballard@taylorbigred.com. We will begin the final approval process upon written agreement of these terms by you. Respectfully submitted by: Luke Ballard Manager of Leasing Accounts Taylor Leasing Corporation ACCEPTANCE: By signing, you authorize Taylor Leasing Corporation dba Taylor Leasing & Rental to acquire the above described machinery on your behalf and you agree to lease or purchase the equipment upon tender of same to you by Taylor Leasing & Rental, By: Title: Date: Company: Customer:: Model: Specifications W GGJNS Quotation City of Miami W2.9M2-130-H2 37/12 LOPROTM tB LL, Quotation #: 315001 Date: 9/3/2015 Mast Corrosion Package Equivalent Capacity Capacity Capacity Capacity Capacity Lift Height M2 Lowered Height M2 Fork Length Carriage Fork Positioners Fork Spread Side Shift Engine Engine Shutdown Transmission Front Drive Axle Rear Steer Axle Tires Width Wheel Base Length Turning Radius Empty Weight Operator Console Working Lights Safety Equipment Gauges StabiliftTM Paint Undercoating Two -Stage, Center Cylinder, Full Free -Lift, with a safety indicator line to alert operator when inner mast section is in safe carry position 7-Step Paint Process: 1. Metal Prep 2. Acetone Wash 3. "Hi -Rich" Zinc Primer- 2 coats 4. 2 part Epoxy Intermediate Primer - 2 coats 5. 2 part Urethane top coat - 2 coats 6. 15 mil Frame Undercoating 7. 2 part Urethane Clear coat - 2 coats Stainless fittings on carriage. Galvanized Forks and OHG 25,966 Ib. © 96" load center to 4' (used as a comparison to our competitors forklift only) 19,568 Ib. © 144" load center to 4' 17,000 Ib. @ 144" load center to 15' 6,523 Ib. © 144" load center to 37' 8,668 Ib. @ 96" load center to 37' 37' positive 12' negative (measured from ground to top of fork) 298" (24' 8") approx. 22' ft. Rubber extruded covered Marina Galvanized not painted 104" Wide Hydraulically Actuated Fork Swing. 150" Open to 20" Closed 18" Side Swing Cummins Diesel Turbo powered 6 cylinder High temp/low oil pressure Power -Shift, with (3) forward speeds and (3) reverse speeds Planetary with inboard, hydraulically actuated wet disc brakes Pivotal center trunion axle with a balanced double ended steer cylinder eliminating the need for a drag link. Front Drive: 12:00 X 20 Dual Solid Black Lug Rear Steer: 12:00 X 20 Single Solid Black Lug 116" 130" 212" 189" 76,400 lbs. approx. Side Mount operator console with composite Non -rusting materials, adjustable air ride seat, tilt steering column with stainless coated paint system, personal fan, mirrors package, and roof window. Console is designed for maximum ease of maintenance and service. Joystick Control. Rust proof steps. EZ remove tanks. Galvanized OHG 4 Front & 2 rear LED working lights Back-up alarm,horn,amber flashing light,and FOPS over head protection IQAN MD3 Display: Temp, Oil Pres., Fuel, Volt & Hour Meter, & Digital Scale 3 Light Safety Lift System Standard Marina Bull Colors Underside of the frame and the bottom 4 ft. mast PO Box 5187 Oxnard, CA 93031-5187 Phone: 805.485,7821 Fax: 805.485.5230 www.wigginslift.com W GUNS Quotation Continued from page 1 Customer: City of Miami Quotation #: Model: W2.9M2-130-H2 37/12 Date: LOPROTM 315001 9/3/2015 Warranty 2 years or 4000 hours complete forklift warranty 5 year powertrain (engine, transmission and drive axle internal components) 7 year warranty on frame, carriage and forks from any manufacture defect 7 year warranty wheels (rims) from any manufacture defects Additional Preventive Maintenance can be purchased; yearly cost of $8,600.00 for the year. which inlcudes labor, oils, fluids, and greasing every 60 days or 500 service hours intervals. Customer price $316,000,00 This quote will be good for 30 days. Delivery Delivered and set up in Miami Shipping Lead Time 90-130 days from date of purchase. Down Payment: 30% Balance Due Upon completion and before leaving factory Accepted By: Purchase Order: (Signature) (Print Name) Date Accepted: These prices do not include any local or state sales taxes that may be applicable. These prices are based on today's fuel costs and delivery. A fuel surcharge may be added. PO Box 5187 Oxnard, CA 93031-5187 Phone: 805.485.7821 Fax: 805.485.5230 www,wigginslift.com