2016-159 Agreement with Royal Bank of CanadaThe Corporation of the Township of Oro-Medonte
By -Law No. 2016-159
Being a By -Law to Authorize the Execution of a Lease Agreement Between
The Corporation of the Township of Oro-Medonte and Royal Bank of Canada
Whereas the Municipal Act, 2001, S.O. 2001, c.25, Section 224, as amended, states
that it is the role of Council to ensure that administrative practices and procedures are
in place to implement the decisions of Council;
And Whereas Council of the Township of Oro-Medonte approved the leasing of Self
Contained Breathing Apparatus (SCBA) pursuant to Motion No. C160427-12.
And Whereas Council deems it expedient to enter into a lease agreement for Self
Contained Breathing Apparatus.
Now Therefore the Council of the Township of Oro-Medonte hereby enacts as follows:
1. That the Mayor and Treasurer be authorized to execute the Master Lease
Agreement made as of the 24th day of October 2016 between The Corporation of
the Township of Oro-Medonte and Royal Bank of Canada attached hereto as
Schedule "A" and forming part of this By -Law.
2. That this by-law shall take effect on the final passing thereof.
By -Law Read a First, Second and Third time, and Passed this 9th day of
November, 2016.
The Corporation of the Township of Oro-Medonte
ayor; I• 400ghes
Clefrk, J.`DOU41as
Schedule to By -Law No.kt�501
Revised 04/16
0Royal Bank of Canada
Master Lease Agreement
(PPSA - S)
This lease agreement (the "Lease Agreement") made as of the 24th day of October. 2016 between
ROYAL BANK OF CANADA ("Lessor") and
Address:
5575 North Service Rd,
Suite 300,
Burlington, Ontario
L7L 6M1
Lessor and Lessee agree as follows:
1. Leasing of Equipment
1.1 Lessor may, from time to time, at its option, on the request of
Lessee, acquire equipment for leasing to the Lessee
("Equipment'), pursuant to the terms of this Lease
Agreement and the relevant supplemental agreement
("Leasing Schedule").
1.2 Neither the Lessor, nor the Lessee on behalf of Lessor, will
order or acquire any Equipment unless Lessee has executed
such documents and agreements as Lessor may require.
Lessee will advise Lessor promptly of any Equipment
ordered or acquired by Lessee on behalf of Lessor pursuant
to this Lease Agreement.
1.3 Lessee will provide Lessor with a copy of the invoice for
each item of Equipment to be purchased pursuant to this
Lease Agreement, addressed to Lessor. A Leasing
Schedule. for that Equipment shall be entered into before
payment is made for the Equipment.
1.4 Lessee shall conduct such acceptance testing of any
Equipment to be purchased pursuant to this Lease
Agreement as may be appropriate in the circumstances, and
promptly upon successful completion of that acceptance
testing shall sign the relevant Leasing Schedule for the
Equipment, and return one executed Leasing Schedule to
the Lessor.
1.5 Lessor shall have no responsibility under any purchase
order or any purchase or license agreement or any Leasing
Schedule if Lessee does not accept the Equipment and sign
and deliver to Lessor the Leasing Schedule(s) and
acceptance certificate for that Equipment. Any agreement
with the seller of the Equipment will include a provision to
this effect.
1.6 Each Leasing Schedule shall constitute a separate Lease of
the Equipment described in the Leasing Schedule but
incorporating the terms of this Lease Agreement. In the
event of a conflict between the terms of this Lease
Agreement and any Leasing Schedule with respect to any
Lease, the terms of the Leasing Schedule shall govern.
1.7 Terms not otherwise defined herein shall have the same
meaning ascribed under the Leasing Schedule.
2. Payment of Equipment Cost
2.1 Lessor will pay the agreed cost to be funded by Lessor for
the Equipment acquired pursuant to this Lease Agreement
on the later of: (i) the due date for payment, and (ii) delivery
of the signed Leasing Schedule.
3. Rental
3.1 Lessee shall pay to Lessor the rental payable, as set out in
the Leasing Schedule. The first installment is payable on
the Commencement Date of the Term and the last of such
installments is payable on the Termination Date of Term, all
as shown on the relevant Leasing Schedule.
4. Rent Payment
THE CORPORATION OF THE TOWNSHIP OF ORO-
MEDONTE(Lessee")
Address:
148 Line 7 South
Oro-Medonite, Ontario
LOL 2E0
4.1 The Total Rental Installments shall be paid at the office of
Lessor, at the address set out on page 1 of this Lease
Agreement, or at such other place in Canada as Lessor may
from time to time designate by notice.
5. Ownership
5.1 Title to, ownership of, and property in, the Equipment shall
at all times be and remain solely and exclusively in the
Lessor, subject only to the rights of Lessee to use the
Equipment pursuant to the provisions of this Lease, and to
purchase the same pursuant to any option granted in the
relevant Leasing Schedule.
6. Personal Property
6.1 Notwithstanding any purposes for which the Equipment may
be used or that it may become in any manner affixed or
attached to or embedded in or permanently rested upon
land or any structure thereon, it shall remain moveable
personal property, and subject to all of the rights of Lessor
under the Lease to which it is subject.
6.2 Lessee agrees to use all reasonable commercial efforts to
obtain a waiver, if required by and in a form satisfactory to
Lessor, from any landlord, mortgagee, hypothecary creditor
or other encumbrancers or any person having any interest in
the land or structure referred to in Section 6.1 hereof
consenting to this Lease Agreement and any relevant
Leasing Schedule, and to the exercise by Lessor of its rights
thereunder and hereunder and declaring that such
encumbrances do not affect the Equipment.
6.3 Solely for the purpose of, and to the extent reasonably
necessary to protect the interest of the Lessor as to its title
and first priority interest in the Equipment, and without
election or admission that this Agreement or any Leasing
Schedule is a finance lease, the Lessee grants a security
interest in any interest of the Lessee in the Equipment to the
Lessor.
7. Licence
7.1 Lessee agrees that Lessor:
(a) may at any time and from time to time, if an Event of Default
(s.18) has occurred and is continuing, enter upon any lands
and premises where any Equipment is located with all such
force as may be reasonably required, to dismantle, detach
and remove the Equipment or render it unusable;
(b) shall not be liable for any damage done to those lands or
premises in exercising those rights, save only such damage
as may be caused by the gross negligence or willful act of
Lessor or its agents or servants; and
(c) may, at its election, register, by way of caveat or otherwise,
against those lands and premises of its rights under the
Lease.
8. Exclusion of Warranties
8.1 Lessee acknowledges that the Equipment will be personally
chosen and selected by Lessee and that it will be of a make,
® Registered trademark of Royal Bank of Canada Page 1 of 5
size, design and capacity specified by Lessee for the
purpose intended by Lessee.
8.2 Lessee confirms that Lessor does not make or give any
representation or warranty, express or implied, as to the
Equipment, its condition, fitness or suitability for any
particular use intended by Lessee.
8.3 Lessee shall bear the risk of any theft, loss or destruction of
or damage to any item of Equipment. Lessee acknowledges
that none of these events will in any way affect its
obligations, which will continue in full force and effect, except
to the extent of any proceeds of any insurance maintained
by Lessee that are actually received by Lessor.
8.4 Lessee shall not exert or claim against Lessor any defense,
write-off, set-off, claim or counterclaim to which Lessee may
be entitled against the supplier(s), and no such right shall
affect the Lessor's obligations.
9. Maintenance and Use
9.1 Lessee will, at its own expense:
(a) keep the Equipment in good operating condition and repair
including, without limitation, the repair of any damage to the
Equipment, whatever the cost, except for the repair of
ordinary wear and tear, provided that Lessee will repair
ordinary wear and tear if such repair is required to maintain
the Equipment in good operating condition and repair; and
(b) comply in all respects with all recommendations, or
requirements of the supplier(s) or manufacturer(s) regarding
the Equipment, as may be necessary to preserve all
warranties.
9.2 Any parts or anything else that are, as part of Lessee's
maintenance and repair of the Equipment, placed in or upon
the Equipment shall form part of the Equipment, become
property of the Lessor, and be free of all adverse claims.
10 Inspection
10.1 Lessor and its agents shall have the right to inspect the
Equipment at any reasonable time upon reasonable notice
to Lessee, and Lessee shall afford all reasonable facilities
required by the Lessor or its agents for the purpose of
inspection, and for that purpose may enter any premises
where the Equipment is located.
11. Insurance
11.1 As and from the earlier of the date upon which Lessor
acquires ownership of, or title to, the Equipment or the date
on which Lessee takes possession or control of the
Equipment, and thereafter throughout the term of each
relevant Leasing Schedule, Lessee shall, at its sole
expense:
(a) place and maintain all risks property insurance on the
Equipment, in amounts satisfactory to Lessor, consistent
with Lessee's normal and usual practice for insuring
equipment of the same general classification. This property
damage insurance shall specifically state by its wording or
by endorsement that it:
i) includes Lessor (as owner) as an additional named
insured,
ii) includes a loss payable clause in favour of Lessor,
iii) includes a waiver of subrogation clause in favour of
Lessor;
(b) place and maintain comprehensive general liability
insurance, and automobile liability insurance in the case of
leased licensed motor vehicles, with limits of liability
satisfactory to Lessor for injury to or death of any one or
more persons or damage to property. Said insurance shall
specifically state by its wording or by endorsement that it:
i) extends to cover the liabilities of the Lessee from the
use or possession of the Equipment,
ii) includes Lessor as an additional named insured, and
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page -2-
iii) includes a cross liability provision that the policy
shall insure each person, firm or corporation insured
thereunder in the same manner and to the same
extent as if a separate policy had been issued to
each, but the inclusion therein of more than one
insured shall not operate to increase the limits of the
insurers' liability.
11.2 Lessee shall supply Lessor with a certificate of insurance or
other evidence satisfactory to Lessor evidencing the
foregoing coverage and evidence of its renewal or
replacement from time to time, so long as any Leasing
Schedule remains in force and effect.
12. Taxes
12.1 Lessee shall pay punctually all sales taxes, licence fees,
business taxes, levies and assessments of every nature and
kind whatsoever which be or become payable at any time or
from time to time upon, or in respect of, the Equipment, and
any payments to be made under this Lease Agreement or
any Leasing Schedule, except for income taxes payable by
Lessor.
13. Adverse Claims
13.1 Lessee shall keep the Equipment free and clear of all
adverse claims. Lessee may contest any adverse claim
provided that Lessee:
a) gives Lessor notice of the adverse claim;
b) provides Lessor with an indemnity and collateral security,
both satisfactory to Lessor; and
c) contests the adverse claim with all due dispatch.
14. Laws and Regulations
14.1 Lessee shall comply with all laws, by-laws and regulations
relating to the ownership, possession, operation and
maintenance of the Equipment including, without limiting the
generality of the foregoing, laws, by-laws or regulations
dealing with the protection of the environment, health and
safety. Lessee will obtain and maintain all necessary
licenses, permits and permissions required for the use of the
Equipment.
15. Alterations
15.1 All alterations, additions or improvements made by Lessee
to the Equipment shall be at Lessee's expense and shall
belong to and become the property of Lessor and be subject
to all the provisions of this Leasing Agreement and the
relevant Leasing Schedule.
16. Loss of Equipment
16.1 Lessee shall bear the risks of (i) any total loss, or loss that
amounts, in the sole opinion of the Lessor, to a total loss of
the Equipment through theft, damage, destruction, or even
by superior force and (ii) any expropriation or other
compulsory taking or use of the Equipment by any
government or other authority ("Loss of Equipment"). If a
Loss of Equipment occurs, Lessee shall pay to Lessor an
amount calculated by discounting the aggregate amount of
all Rental Instalments, including the Purchase Option
amount, if any, specified under the applicable Leasing
Schedule which were to be paid during the remainder of the
Term, using an assumed rate equal to the lesser of;
i) five percent (5%);
ii) the bond rate at the date, for the equivalent term to
maturity, of the applicable Leasing Schedule; and
iii) the bond rate at the date of the discount calculation for a
term equivalent to the remaining term of such Leasing
Schedule (with, in the case of (ii) and (iii), Canadian
dollar obligations being benchmarked against bonds
issued by the Government of Canada and U.S. dollar
obligations being benchmarked against bonds issued by
the Government of the United States of America).
Page 2 of 5
16.2 Upon such payment, Lessor shall convey on an "as is",
"where is" basis, subject to the rights of the insurer, all its
right, title and interest in the Equipment and any claim for
proceeds of loss of equipment, in which case the Lease
shall terminate with respect to that Equipment, an no further
rental payment shall be payable thereafter with respect to
that Equipment. All Federal and Provincial sales or transfer
taxes, licence fees and similar assessments connected with
the transfer of. Lessor's right, title and interest to the
Equipment to Lessee shall be paid by Lessee.
17.Lessee's Acknowledgements - Foreseeable Damages
17.1 Lessee hereby acknowledges that Lessor:
(a) has or will acquire the Equipment at the request and
direction of Lessee and for the purpose of leasing same to
Lessee under a Leasing Schedule; and
(b) intends to treat the lease of Equipment to the Lessee as a
true lease and to claim over the term of the lease all
available tax benefits.
Lessee acknowledges that if an Event of Default occurs,
Lessor's return on its investment may be adversely affected.
In that case Lessor may, in addition to its immediate loss of
interest on its investments, sustain and claim from Lessee
other foreseeable damages which cannot be quantified on
the date of execution of this Lease Agreement or any
Leasing Schedule. Those damages may include, without
limitation, loss of fiscal benefits for the remainder of the term
of any lease of any Equipment or increased tax liabilities or
both, unanticipated increased administrative costs,
amortized but unrecovered setup costs, fees and
disbursements as well as additional or increased monetary
liabilities towards any third party lender, under or by reason
of such Event of Default and the premature termination of
the lease of any Equipment and the funding thereof.
18. Events of Default
18.1 Any of the following is an "Event of Default":
(a) Failure by Lessee to pay any Total Rental Installment or
other amount pursuant to any Leasing Schedule.
(b) Failure by Lessee to perform any of its obligations under
Sections 11 or 14 of this Lease.
(c) Failure of Lessee to perform any of its other obligations
within 15 days of notice from Lessor as to the failure and
requiring it to be rectified.
(d) The bankruptcy or insolvency of Lessee, the filing against
Lessee of a petition in bankruptcy, the making of an
authorized assignment for the benefit of creditors by Lessee,
the appointment of a receiver or trustee for Lessee or for any
assets of Lessee or the institution by or against Lessee of
any other type of insolvency proceeding under the
Bankruptcy and Insolvency Act or otherwise, or the
institution by or against Lessee of any formal or informal
proceedings for the dissolution or liquidation of, settlement
of, claim against or winding up of affairs of Lessee.
(e) The amalgamation of Lessee with another corporation or
corporations, or continuation of Lessee under a statute other
than the statute under which it exists at the date of
execution of this Lease Agreement.
(f) If any adverse claim becomes enforceable against Lessee
affecting or against any Equipment.
(g) Failure of the Lessee to perform any obligation it may have
under any agreement with Royal Bank of Canada or any of
it's subsidiaries.
(h) A change that is, in the opinion of Lessor, a material adverse
change in the business, financial condition or ownership of
Lessee or Equipment.
19. Lessor's Remedies on Default
page -3-
19.1 If an Event of Default occurs, Lessor may, without notice to
Lessee, take possession of all Equipment, and for that
purpose may enter any premises where any of the
Equipment is located. Lessor may sell, lease or otherwise
dispose of Equipment for such consideration and upon such
terms and conditions as it considers reasonable. This
includes, without limitation, the right in the name of and as
the irrevocably appointed agent and attorney of Lessee, to
lease any item of the Equipment to any other person upon
such terms and conditions, for such rental and for such
period of time as Lessor may deem reasonable, without
terminating or being deemed to have terminated the relevant
Leasing Schedule, and to receive that rental and hold and
apply it against any amount owing by Lessee to Lessor
under the Lease. All of these rights are without prejudice to
Lessor's other rights and recourses against Lessee, at law
or in equity.
19.21f an Event of Default occurs, then whether or not Lessor has
taken possession of any Equipment, Lessee shall pay to
Lessor on demand an amount determined as follows:
a) an amount calculated by discounting the aggregate
amount of all Rental Instalments, including the Purchase
Option amount, if any, specified under the applicable
Leasing Schedule which were to be paid during the
remainder of the Term, using an assumed rate equal to
the lesser of;
i) five percent (5%);
ii) the bond rate at the date, for the equivalent term to
maturity, of the applicable Leasing Schedule; and
iii) the bond rate at the date of the discount calculation
for a term equivalent to the remaining term of such
Leasing Schedule (with, in the case of (ii) and (iii),
Canadian dollar obligations being benchmarked
against bonds issued by the Government of Canada
and U.S. dollar obligations being benchmarked
against bonds issued by the Government of the
United States of America); plus.
b) the amount of any damages described in Section 17.1
suffered or sustained by Lessor and not recovered
pursuant to Section 19.2 (a); plus
c) the amount of any Total Rental Installments or payments
of interim rental due as of the date of Event of Default
and unpaid, and any other amount due on that date and
unpaid under the Lease; plus
d) any cost of disposition of the Equipment; less
e) the amount of any security deposits under that Leasing
Schedule and any proceeds of the disposal of the
Equipment actually received by Lessor.
19.3 If Lessor has leased Equipment pursuant to its rights under
this Section 19 it may demand payment under Section 19.2,
and account to Lessee for the proceeds of that lease as and
when Lessor receives them.
19.4 If Lessor has not taken possession of the Equipment, and
Lessee pays Lessor the amount determined under Section
19.2 hereof, then Lessor will convey all of its right, title and
interest in all Equipment to Lessee, on the terms of Sections
21.5 and 21.6 hereof
20. Lessor's Option to Terminate
20.1 Lessee agrees that neither this Lease Agreement nor any
Leasing Schedule, nor any interest therein or in any
Equipment, shall be assignable or transferable by operation
of law and it is agreed and covenanted by and between the
parties hereto that if any Event of Default shall occur or
happen, then this Lease Agreement and any and all Leasing
Schedules shall, at the option of the Lessor to be exercised
by notice hereunder, immediately end and terminate and
® Registered trademark of Royal Bank of Canada Page 3 of 5
neither this Lease Agreement nor any Leasing Schedule or
any interest therein shall be an asset of Lessee after the
exercise of that option; provided that no such termination
shall terminate or affect any right or remedy which shall have
arisen under the Lease prior to such termination.
21. Option to Purchase
21.1 If there is no Event of Default, Lessor hereby grants to
Lessee an option to purchase whatever title Lessor may
have to the Equipment for the purchase price and at the time
or times set forth in the relevant Leasing Schedule.
21.2 This option to purchase may be exercised by Lessee by
giving to Lessor notice of Lessee's intention to exercise such
option, at least thirty (30) days prior to the date of intended
purchase, describing the Equipment with respect to which
such option is being exercised.
21.3 The intended purchase and sale shall be concluded on a
date specified in the said notice falling on or after, the date
stated in the relevant Leasing Schedule, but in any event not
later than the termination date of the term pertaining to the
Equipment being purchased.
21.4 Upon the exercise of this option, there shall be a binding
agreement for the sale and purchase of the Equipment
described in the notice on the terms and conditions provided
herein. The purchase price shall be paid to Lessor at the
time of the conclusion of the sale.
21.5 Upon this purchase, Lessor shall sell the Equipment so
purchased free and clear of all interests of Lessor under this
Lease Agreement and any Leasing Schedule and thereupon
this Lease shall terminate with respect to the Equipment so
purchased. The sale shall be on an "as -is where -is" basis
and be without representation or warranty by Lessor except
that it has the right to sell the Equipment to Lessee and that
it has not given any security interest in the Equipment to any
third party.
21.6 Lessee shall bear the cost of any taxes, licence or
registration fees or other assessments or charges imposed
on, or connected with, the transfer of title to and ownership
of the Equipment.
22. Remedying Defaults
22.1 If Lessee shall fail to perform or comply with any of its
obligations under this Lease Agreement or any Leasing
Schedule, Lessor at its discretion may do all such acts and
make all such disbursements as may be necessary to cure
the default and any costs incurred or disbursements made
by Lessor incurring any such default shall be payable by
Lessee on demand.
23. Indemnification
23.1 Lessee will indemnify Lessor and save Lessor harmless
from and against all loss, costs, damage or expense of every
nature and kind whatsoever sustained or suffered by Lessor,
or for which the Lessor may be or become liable, resulting
from:
(a) the execution of the Lease Agreement or any Leasing
Schedule by Lessor or the purchase or ownership by
Lessor of the Equipment;
(b) the non-acceptance by Lessee or the failure, refusal or
neglect of Lessee to accept the Equipment;
(c) the moving, delivery, maintenance, repair, use, operation
or possession of the Equipment by Lessee or the
ownership thereof or other rights held therein by Lessor;
or
(d) the failure of Lessee to comply with any of its obligations
under the Lease Agreement or a Leasing Schedule;
unless caused by the act or neglect of Lessor, its servants
or agents.
24. Assignment of Warranties
page -4-
24.1 Lessor hereby assigns to Lessee the benefit of all warranties
resulting from the sale entered into with the supplier for its
use during the term of the Lease.
26. Patent Infringement
25.1 Lessee shall defend and hold Lessor free and harmless from
any cost, loss, damage or expense suffered or incurred by
Lessor in any suit, proceeding or otherwise so far as the
same is based on any claim that the use or operation of the
Equipment by Lessee infringes any patent or copyright.
26. Overdue Payment
26.1 Any overdue payment shall bear interest at the rate of Royal
Bank Prime Interest Rate plus five per cent (5%) per annum
calculated monthly whether before or after judgement, from
the date it is due until paid.
27. Delivery at Termination
27.1 Lessee shall on the expiration or sooner termination of any
Lease, surrender the Equipment to Lessor at a place in
Canada designated by Lessor in good order and repair,
ordinary wear and tear excepted.
27.2 In the event that with or without the consent of Lessor,
Lessee remains in the possession of or uses the Equipment
after the expiration of the term of the Lease pertaining
thereto, all the provisions of the Lease shall apply thereto,
including the payment of rental and all other payments
required, unless and until the same has been surrendered
pursuant to the terms of this section, or Lessor has relieved
Lessee from its obligations under the Lease with respect to
the Equipment.
28. Notice
28.1 Any notice required to be given hereunder shall be in writing
and may be personally delivered or sent by facsimile or may
be forwarded by registered mail. If any such notice is so
mailed it shall be deemed to have been given by the sender
and received by the party hereto to whom it has been
addressed two business days after the due mailing thereof
by prepaid registered mail addressed to the address shown
on page 1 of this Lease Agreement or on the same business
day if sent by delivery or facsimile.
28.2 Any person to whom a notice is required to be addressed
may from time to time give notice of any change of address
and in such event the foregoing addresses shall be deemed
to have been changed accordingly.
29. Assignment and Sub -Letting
29.1 Lessee will not assign any Lease or sub -let any Equipment
without the prior consent in writing of Lessor, such consent
not to be unreasonably withheld. No assignment of the
Lease or sub -letting of any Equipment shall relieve the
Lessee of its obligations hereunder nor shall any subletting
be for a term which extends beyond the expiration of the
term of the Lease Agreement.
30.Corporate Waiver
30.1 Lessee waives its right to receive a copy of any financing
statement or financing change statement registered by
Lessor.
30.2 The Lessee hereby acknowledges that seizure or
repossession of the Equipment referred to in any Lease shall
not, by implication of law, extinguish the Lessee's
indebtedness under any such Lease or other collateral
security.
31. Limitation of Civil Rights - Saskatchewan
31.1 Lessee covenants and agrees with Lessor that The
Limitation of Civil Rights Act of the Province of
Saskatchewan shall have no application to this Lease
Agreement or any Leasing Schedule.
32. Successors and Assigns
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32.1 The Lease Agreement and each Leasing Schedule shall
enure to the benefit of, and be binding upon Lessor and
Lessee, their successor and permitted assigns and the sub-
lessees of Lessee. Lessor shall be at liberty to assign and
otherwise deal with its rights under any Lease.
33. Location of Equipment
33.1 Lessee shall not part with possession of the Equipment.
33.2 Lessee declares that the Equipment will be located at the
"Place of Use" in the relevant Leasing Schedule. If the
location changes, Lessee will promptly give to Lessor notice
of the new location not later than five (5) days after the
change.
34. Records
34.1 Lessee shall maintain a record describing each item of
Equipment, all changes, replacements, modifications and
alterations thereto and the cost thereof. The record
described shall be available to Lessor, its representatives or
agents for inspection and to copy.
35. Offset
35.1 Lessee hereby waives any and all existing and future claims
and offsets against any payment due to Lessor hereunder
and agrees to pay those amounts due hereunder regardless
of any offset or claim which may be asserted by Lessee or
on its behalf.
36. Remedies Cumulative
36.1 All rights and remedies of Lessor hereunder are cumulative
and not alternative and may be exercised by Lessor
separately or together, in any order, sequence of
combination.
37. Time
37.1 Time is and shall be in all respects of the essence of any
Lease.
38. Entire Transaction
38.1 This Lease Agreement and Leasing Schedules represent the
entire transaction between the parties hereto relating to the
subject matter.
38.2 No agreement purporting to amend or modify this Lease
Agreement or any Leasing Schedule or any document,
paper or written relating hereto or thereto, or connected
herewith or therewith, shall be valid and binding upon the
parties hereto unless in writing and signed and accepted in
writing by both parties hereto.
39. No Merger in Judgment
39.1 The taking of any judgment under this Lease Agreement or
any Leasing Schedule shall not operate as a merger of any
term, condition or provision hereof or thereof.
40. Further Assurances/Copy of Agreement
40.1 Lessee shall give further assurances and do, execute and
perform all such acts, deeds, documents and things as may
page -5-
be reasonably required to enable Lessor to have the full
benefit of all rights and remedies intended to be reserved or
created hereby.
40.2 Lessee acknowledges receipt of a copy of this Lease
Agreement.
41. Proper Law
41.1 This Lease Agreement and each Leasing Schedule hereto
shall be governed, construed and enforced in accordance
with the laws of the Province ofOntario.
42. Currency
42.1 All sums payable by Lessee to Lessor under this Lease
Agreement or any Leasing Schedule hereto shall be paid in
Canadian dollars, unless otherwise specified in the Leasing
Schedule.
43. Language
43.1 This Lease Agreement and each Leasing Schedule are
drawn up in the English language at the request of both
parties.
Le present contrat de location a ete redig(§ en langue
anglaise a la demande des deux parties.
44.General
44.1 Any terms herein defined in the singular number shall have a
corresponding meaning when used in the plural.
44.2 Any act or deed required to be observed, performed or done
hereunder falling on a Saturday, Sunday or other statutory
holiday shall be observed, performed or done on the
business day next following but any delay hereby granted
shall not extend to relieve either party from the due
performance and fulfillment of its obligations hereunder.
45. Facsimile Language
45.1 The Lessor will be entitled to rely on any signature appearing
on a facsimile transmission that purports to be a signature of
the Lessee or of a representative of the Lessee as being
authorized, valid and binding on the Lessee, even if the
signature was not, in fact, signed by the Lessee or its
representative. The Lessee will keep the originals of all
documents and instructions transmitted to the Lessor by
facsimile, and will produce them to the Lessor upon request.
Lessor and the Lessee agree that a copy of a document
transmitted by fax shall be admissible as evidence of its
contents and its execution by the parties in the same manner
as an original document, and expressly waive any right to
object to its introduction in evidence, including any right to
object based on the best evidence rule.
46. Financial Information
46.1 Lessee will provide to the Lessor from time to time such
information about Lessee and Lessee's business as the
Lessor shall reasonably request, including, without limitation,
bank and financing ratings, any financial statements prepared
by or for Lessee regarding Lessee's business.
In witness whereof the parties hereto have executed this Lease Agreement on the 24th day of October, 2016 over the hands of their proper signing
officers duly authorized in that behalf:
Royal Bank of Canada
per �/ o
Eugene Basolini
Head, Equipment Finance Solution Centre
per
I
W,0�
THE CORPORATION OF THE TOWNSHIP OF ORO-
MEDONTE ,-) , A
(�-CZ"Q A\e\ k�-in- .) �r
0 Registered trademark of Royal Bank of Canada Page 5 of 5
Leasing Schedule
(PPSA — S)
Lessee # 320923105 Lease # 201000027801
Royal Bank of Canada, as Lessor, hereby leases to THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE as Lessee, the
Equipment hereinafter described, in consideration of rental and for the term hereinafter set forth the whole pursuant to and subject to
the terms and conditions set forth in that certain Master Leasing Agreement entered into between the Lessor and the Lessee as of
October 24, 2016
1. Equipment Quantity Make and Description Model Number Serial Number
60 SCBA, MSA G1, Adjust Swiveling Lumber, Please refer to attached
Serv. Tunnel w/Chest Strap, Alkaline General Appendix "A" for
Serial Numbers
120 Cylinder, MSA G1, 45 Minute, 4500 psi Low Please refer to attached
Profile Remote Connection General Appendix "A" for
Serial Numbers
70 Different size Facepiece, MSA G1 4pt
Adjustable, Cloth Neckstrap, fixed PTC
2. Term
Term (in months) 60
Commencement Date of Term October 24, 2016
Termination Date of Term October 24, 2021
3. Rental
Rental Installment, payable Monthly, in advance $9,630.48
GST/HST, if any $1,251.96
PST/QST, if any
$0$0.44
.00
Total Monthly Rental Installment $108
Security Deposit ,
$0$0
.00
Other Charges (plus applicable taxes) $8 00
4. Option to
Option to Purchase Date Purchase Price
Purchase
October 23, 2021 $1.00
5. Place of Use
Ontario
6. Equipment
The Lessee hereby certifies that all the equipment identified above in Section (1) of this Leasing Schedule has
Acceptance
been received in good condition as ordered and has been assembled, installed, tested, etc., applicable, and is
Certificate
operating in accordance with the manufacturers' specification. Lessee has made or caused to be made all such
tests and inspections of the Equipment, as they have reasonably deemed necessary to satisfy themselves as to
the foregoing. Without prejudice to the Lessee's rights against manufacturers, suppliers or other, the Lessee
hereby releases and discharges the Lessor from any and all actions, causes of actions, claims, demands rights,
defences, setoffs, abatements and compensation now or hereinafter arising out of or in relation to the
Equipment, or, without limitation any latent defect therein
As provided in the Master Lease Agreement, the Lessor will be entitled to rely on facsimile transmissions from the Lessee.
The Lessee covenants and agrees with the Lessor that the Lessee is not entering into, and will not otherwise direct, administer or operate, this Leasing
Schedule for the benefit or on behalf of any Person other than the Lessee. "Person" includes an individual, a partnership, a joint venture, a trust, an
unincorporated organization, a company, a corporation, an association and any other incorporated or unincorporated entity.
The parties hereto have each executed this Leasing Schedule on the respective dates set forth below and this schedule is deemed to have been
executed on the later of such dates. All appendices, if any, attached to this 'schedule form part of the Leasing Schedule.
ROYAL BANK OF CANADA
per
date
Eugene Basolini
Head, Equipment Finance Solution Centre
THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
per OZI / Z
per
f
date��
0 Registered trademark of Royal Bank of Canada Revised 04/2016
Corporate Payments Service Agreement
(Lease Agreement)
CUSTOMER NAME: THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
ADDRESS: 148 Line 7 South
CITY: Oro-Medonite PROVINCE: Ontario POSTAL CODE: LOL 2EO
The purpose of the Corporate Payment Service Agreement between THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE ("Payor") and Royal
Bank of Canada "Royal Bank" is to facilitate the transfer of funds from the Payor to Royal Bank as payee under the following terms and conditions;
The Payor hereby authorises Royal Bank to draw on the Payor's business account for the purpose of making lease payments, fees and/or charges as more
fully described under Lease Number 320923105 - 201000027801 ("Lease") between Payor and Royal Bank. Debits processed by Royal Bank in paper,
electronic or other form, may vary in dollar amount as more fully described on the aforementioned Lease and be processed at any time and from time to time
beginning October 24, 2016. The Payor authorizes Royal Bank to adjust the debits from time to time with either verbal or written instructions, thereby
agreeing to waive advance notice.
Details of the account upon which Royal Bank is authorized to draw are indicated below, and a specimen cheque for this account marked "VOID" is attached
to this Agreement:
Name of Payor's Financial Institution
Branch Address
City, Province, Postal Code
Transit Number of Financial Institution and Branch
Account Number
The Payor hereby warrants that all persons whose signatures are required to sign on this account have signed this Agreement below and that all persons
executing this Agreement are duly authorized signing officers of the Payor and are empowered to enter into this Agreement.
The Payor and Royal Bank agree that the authorization provided by this Agreement will remain in full force and effect until the Payor delivers written notice of
revocation to Royal Bank. The Payor may revoke this authorization at any time, subject to providing Royal Bank with 30 days notice in writing. The Payor may
obtain a sample cancellation form, or further information on the right to cancel this agreement by contacting the Payor's financial institution or by visiting
www.rbc.COM. Revocation of this authorization does not terminate any contract for products/services that exists between the Payor and Royal Bank. This
Agreement applies only to the method of payment and does not otherwise have any bearing on the contract for products/services exchanged.
The Payor has the right to receive reimbursement for any debit that is not authorized or is not consistent with this Agreement. To obtain more information on
your recourse rights, contact your financial institution or visit Mny. rbc.com.
Royal Bank will be entitled to rely on any signature appearing on a facsimile transmission that purports to be a signature of the Payor or of a representative of
the Payor as being authorized, valid and binding on the Lessee, even if the signature was not, in fact, signed by the Lessee or its representative. The Payor
will keep the originals of all documents and instructions transmitted to Royal Bank by facsimile, including the application for this agreement if it was previously
transmitted by facsimile to Royal Bank, and will produce them to Royal Bank upon request. Royal Bank and the Lessee agree that a copy of a document
transmitted by fax shall be admissible as evidence of its contents and its execution by the parties in the same manner as an original document, and expressly
waive any right to object to its introduction in evidence, including any right to object based on the best evidence rule.
ROYAL BANK OF CANADA
Eugene Basolini
Head, Equipment Finance Solution Centre
Royal Bank of Canada
5575 North Service Rd., Suite 300
Burlington, ON 1-71- 6M1
Tel: 1-866-876-3672
Dated the _day of�ktl 20 ��O
THE CORPORATION OF THE TOWNSHIP OF ORO-
MEDONTE . it
Lessee No. Lease No. Rental Amount GST/HST PST/QST Total Charges
(if applicable) (if applicable) (including taxes)
320923105 201000027801 $9,630.48 $1,251.96 $0.00 $10,882.44
Goods & Services Tax No: 105 248 165
Revision (04/16)
0 Registered trademark of Royal Bank of Canada