SMART START PROGRAM
CISCO SYSTEMS CAPITAL CORPORATION
0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000 XXXXXX XXXXX XXXXXXXXX
Xxxxxx Xxxxxx, XX 00000 ----------------------
Tel. (000) 000-0000 FAX (000) 000-0000
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LEGAL NAME OF LESSEE D.B.A. NAME FEDERAL TAX ID #
INTER-CALL-NET TELESERVICES, INC. XXXXXXXXX.XXX 00-0000000
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ADDRESS COUNTY
345 S. STATE RD. 7 BROWARD
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CITY STATE/PROVINCE ZIP (X) CORPORATION () PARTNERSHIP () PROPRIETORSHIP
MARGATE FL 33068
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CONTACT NAME PHONE NUMBER FAX NUMBER
XXXXX XXXXXXX (000) 000-0000 (000) 000-0000
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SUPPLIER/VENDOR SALES REPRESENTATIVE
CISCO SYSTEMS CAPITAL CORPORATION
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ADDRESS CITY STATE ZIP
170 WEST TASMAN DRIVE SAN JOSE CA 95134-1706
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LEASE TERMS AND CONDITIONS
The terms and conditions of this Master Lease Agreement ("Master Agreement")
shall apply to each and every Equipment Schedule ("LEASE") which shall become
part of and attached to this Master Agreement. The Master Agreement and all
Leases subsequently executed shall be referred to jointly as "Agreements".
1. Sunrise Leasing Corporation ("LESSOR") agrees to lease to XXXXXX and XXXXXX
agrees to lease from LESSOR the equipment listed on each LEASE
("EQUIPMENT").
2. TERM, RENEWALSS AND EXTENSIONS: The initial term and the rights and
obligations of the parties shall commence on the Acceptance Date
(hereinafter defined) and continue from the Commencement Date (hereinafter
defined) for the number of months set forth in the LEASE. The Acceptance
Date with respect to each item of EQUIPMENT shall be the sixteenth (16th)
day after the date of shipment to LESSEE. The Commencement Date shall be
the first day of the month following the Acceptance Date. THIS LEASE IS
NON-CANCELABLE FOR THE FULL TERM HEREOF. This LEASE shall renew
automatically in 90-day non-cancelable increments unless XXXXXX receives
written notice of XXXXXX'S intent to: (a) purchase the EQUIPMENT or (b)
terminate the LEASE. All notices must be received by XXXXXX in writing by
certified mail, return receipt, Ninety (90) days prior to the expiration
date of the initial term or any of the non-cancelable increments of the
LEASE.
3. PAYMENT: XXXXXX agrees to pay to LESSOR monthly LEASE payments as stated
herein in advance on the Commencement Date and on the first day of each
month thereafter during the LEASE term. If the Commencement Date is not the
same date as the Acceptance Date, LESSEE shall pay LESSOR interim rent on
the Acceptance Date for that period of time from the Acceptance Date up to,
but not including the Commencement Date in an amount equal to 1/30th of the
monthly LEASE payment multiplied by the number of days from (and including)
the Acceptance Date. LESSOR shall xxxx XXXXXX by invoice for LEASE payments
at XXXXXX'S address set forth above. LESSEE shall remit payment to the
address set forth on the invoice. The obligation of LESSEE to make lease
payments is unconditional.
4. WARRANTIES; XXXXXX HAS NOT MADE AND DOES NOT MAKE ANY REPRESENATION,
WARRANTY, PROMISE, OR COVENANT, EXPRESS OR IMPLIED AS TO THE CONDITION,
QUALITY, DURABILITY, CAPABILITY, FUNCTION, PERFORMANCE, OR SUITABILITY OF
THE EQUIPMENT, ITS MERCHANT ABILITY, OR ITS FITNESS FOR ANY PARTICULAR
PURPOSE OR AGAINST INTERFERENCE OR AGAINST INFRINGEMENT. THE PARTIES AGREE
THAT AS THE LESSEE SELECTED BOTH THE EQUIPMENT AND THE SUPPLIER OF THE
EQUIPMENT, NO DEFECT, EITHER PATENT OR LATENT, SHALL RELIEVE LESSEE OF ITS
OBLIGATION HEREUNDER. XXXXXX AGREES THAT LESSOR SHALL NOT BE LIABLE FOR
SPECIFIC PERFORMANCE OR ANY LIABILITY, LOSS, DAMAGE, INCLUDING
CONSEQUENTIAL AND INCIDENTAL DAMAGES, ARISING OUT OF LESSEE'S USE OF
THEEQUIPMENT, OR SUPPLIER'S FAILURE TO TIMELY DELIVER THE EQUIPMENT.
5. ASSIGNMENT: (A) LESSEE SHALL NOT ASSIGN, SUBLET, LEND, TRANSFER, OR PLEDGE
THIS LEASE OR THE EQUIPMENT WITHOUT LESSOR'S PRIOR WRITTEN APPROVAL. THIS
LEASE AND THE COVENANTS AND OBLIGATIONS HEREUNDER SHALL BE BINDING UPON ANY
SUCH ASSIGN, SUCCESSOR, REPRESENTATIVE OR TRANSFEREE OR XXXXXX. (B) LESSOR
may assign, transfer, pledge or sell LESSOR'S interest in this LEASE or the
EQUIPMENT. Upon notification of such assignment, XXXXXX shall remit lease
payments directly to the address set forth on the notification. In no event
shall any assignee of LESSOR be obligated to perform any duty, covenant,
condition, or promise under this LEASE. (C) All terms and conditions hereof
shall be binding upon all successors and assigns of the parties hereto but
only to the extent such successors and assigns are permitted hereunder.
6. UCC FILINGS: LESSEE hereby agrees to execute such financing statements,
amendments thereto; and other instruments as may be requested by XXXXXX and
hereby constitutes and appoints LESSOR its true and lawful attorney-in-fact
to execute such financing statements on behalf of XXXXXX without the
LESSEE'S signature. XXXXXX agrees that the filing of this LEASE or a
photocopy thereof shall constitute and be the equivalent of the filing of
an original financing statement with respect to the EQUIPMENT under the
Uniform Commercial Code and LESSEE hereby adopts any photocopy or other
reproduction of its signature on this LEASE as its own.
7. PURCHASE OPTION: Upon lawful termination of this LEASE and provided that no
Event of Default has occurred during the term of the LEASE, LESSEE shall
have an option to purchase all (not part) of the EQUIPMENT without recourse
or warranty ("Purchase Option"). The LESSEE, however, is required to give
ninety (90) days written notice to LESSOR prior to the end of the LEASE of
its intention to purchase the EQUIPMENT. The payment for the EQUIPMENT
purchase must be made prior to the next usual LEASE rental payment date for
that LEASE; otherwise LESSEE shall be billed for the next LEASE payment
under the terms of the LEASE and the LEASE payment must be made promptly.
If an Event of Default has occurred during the term of the LEASE or payment
for the EQUIPMENT is not made pursuant to the terms of this Option,
LESSEE'S Purchase Option shall be canceled forthwith. LESSEE does not have
the right to assign its Purchase Option rights to any other entity. THE
FAIR MARKET VALUE OF EQUIPMENT SHALL BE THE RETAIL MARKET PRICE FOR USED,
WELL MAINTAINED EQUIPMENT AT THE TERMINATION OF A LEASE.
8. USE OF EQUIPMENT: LESSEE shall use the EQUIPMENT solely at the business
location as set forth in the Equipment Schedule. LESSEE shall use the
EQUIPMENT in compliance with the Manufacturer's or Supplier's suggested
guidelines. Provided LESSEE is not in default hereunder, LESSEE shall have
the right to quiet and peaceful use of the EQUIPMENT. LESSOR shall be
permitted to inspect the EQUIPMENT during XXXXXX'S regular business hours.
9. REPAIRS: LESSEE, at its own expense, shall keep the EQUIPMENT in good
repair, and maintain a service agreement in full force throughout the term
of the LEASE which fulfills all of the manufacturer's or vendor's
maintenance requirements as set forth in its full service maintenance
contract. Notwithstanding XXXXXX agrees to pay XXXXXX for any expense
incurred to cause the EQUIPMENT to meet vendor's specifications. XXXXXX
shall pay such charges immediately upon request.
10. INSURANCE: LESSEE shall provide, and pay for (a) insurance against the loss
or theft of or damage to the EQUIPMENT for the full replacement value and
(b) public liability and property damage insurance naming LESSOR as Loss
Payee or Additional Insured. Upon request from LESSOR, LESSEE shall provide
LESSOR with a Certificate of Insurance.
11. NET LEASE: LESSEE intends the LEASE payments hereunder to be net to XXXXXX.
LESSEE shall pay, or reimburse LESSOR, property taxes, fees, assessments,
charges and taxes (municipal, state and federal) which are imposed upon
this LEASE or the EQUIPMENT or its ownership, leasing, renting, possession
or use while it is subject to this LEASE, excluding, however, taxes based
on LESSOR'S net income. Unless otherwise specified in the LEASE, XXXXXX
shall be responsible for filing all personal property tax returns with
respect to the EQUIPMENT and shall pay all taxes in connection with such
filing. LESSEE shall reimburse LESSOR for such personal property tax
payments within ten (10) days of receipt of LESSOR'S invoice therefore.
12. TITLE: Title to the EQUIPMENT shall remain in LESSOR except upon the
exercise of the Purchase Option by XXXXXX. All replacement parts,
accessories, additions to, or modifications of the EQUIPMENT shall become
property of LESSOR, LESSEE shall affix to the EQUIPMENT, in a prominent
place, any tags, stickers, labels or markings supplied by XXXXXX stating
ownership of the EQUIPMENT. LESSEE shall give LESSOR immediate notice of
any attachment or judicial process affecting the EQUIPMENT or LESSOR'S
ownership thereof.
13. RISK OF LOSS: Upon acceptance of the EQUIPMENT, LESSEE shall bear risk of
loss from any cause whatsoever and any such loss shall not relieve LESSEE
from any obligation hereunder including the duty to make LEASE payments. In
the event the EQUIPMENT is lost or damaged beyond repair, LESSEE shall
replace the EQUIPMENT with identical EQUIPMENT, which shall become the
EQUIPMENT for the purposes of this LEASE.
14. DELIVERY AND REUTRN OF PRODUCT: LESSEE assumes the full expense of
transportation, insurance, and installation to LESSEE's site. Upon lawful
termination of this LEASE, or upon XXXXXX's default, and not less than
fifteen (15) days or more than thirty (30) days prior to the return of the
EQUIPMENT, LESSEE shall, at LESSEE's sole expense, provide LESSOR a letter
from the manufacturer certifying the Product is in good operating condition
and is eligible for continued maintenance and that the operating system is
at the then current level. LESSEE shall remain obligated to pay Rent on the
Product until the Product and certification are received by LESSOR. LESSEE,
at its own expense, shall crate, insure, and transport the EQUIPMENT to
LESSOR or to a location within the Continental U.S. designated by LESSOR to
receive the EQUIPMENT in the same condition it was at the commencement of
the LEASE reasonable wear and tear excepted.
15. EVENTS OF DEFAULT: The following shall be "Events of Default": (a) LESSEE
fails to make any LEASE payment within five (5) days after the date the
payment is due; (b) LESSEE fails to allow LESSOR to inspect the EQUIPMENT
during business hours; (c) LESSEE fails to provide insurance on EQUIPMENT;
(d) LESSEE fails to maintain the EQUIPMENT and maintain a service contract;
(e) LESSEE assigns or otherwise transfers this lease or the EQUIPMENT
without LESSOR's prior written approval; (f) XXXXXX creates, incurs, or
assumes any mortgage, lien, pledge, or other encumbrance or attachment of
any kind whatsoever, with respect to the EQUIPMENT or this LEASE or any of
XXXXXX's interest hereunder; (g) XXXXXX moves the EQUIPMENT to a location
other than as stated on the front page hereof without XXXXXX's prior
written approval; (h) LESSEE fails to return the EQUIPMENT to LESSOR upon
termination of this LEASE; (i) LESSEE files or has filed against it a
petition in bankruptcy or seeking similar relief; (j) LESSEE becomes
insolvent; or (k) LESSEE defaults under any other lease or agreement
between the parties.
16. REMEDIES: Unless LESSEE cures an event of default within 10 business days
from when it has received written notice from LESSOR, the parties agree
that upon the occurrence of an Event of Default, LESSOR may take one or
more of the following actions: (i) declare the entire amount of the
remaining LEASE payments, including arrearages, due and immediately
payable, (ii) take peaceful possession of the EQUIPMENT with or without
court order, and (iii) recover all commercially reasonable costs and
expenses incurred by LESSOR in any repossession, recovery, storage or
repair, sale, release or other disposition of the EQUIPMENT. No right or
remedy herein conferred upon or reserved to LESSOR is exclusive of any
other right or remedy hereunder or allowed by law. Each right and remedy
shall be cumulative and may be exercised singly or in combination. To the
extent permitted by applicable law, LESSEE also hereby waives any rights
now or hereafter conferred by statute or otherwise which may require LESSOR
to sell, lease or otherwise use the EQUIPMENT in mitigation of LESSOR's
damages, or which may otherwise limit or modify any of LESSOR's rights or
remedies under this paragraph.
17. XXXXXX'S EXPENSES: LESSEE shall pay LESSOR all costs and expenses,
including reasonable attorney's fees, incurred by XXXXXX in exercising any
of its rights or remedies hereunder. To the extent allowed by law, LESSEE
shall be obligated to pay a late payment penalty equal to 5% of the monthly
rental for each month the payment is delinquent, or the maximum rate
permitted by law.
18. INDEMNITY: XXXXXX shall indemnify LESSOR against, and hold LESSOR harmless
from, any and all claims, actions, suits, proceedings, costs, expenses,
damages and liabilities, including reasonable attorney's fees, arising out
of connected with, or resulting from this LEASE or the EQUIPMENT without
limitation. The indemnities contained herein shall survive termination of
this LEASE.
19. NON-WAIVER: LESSOR'S failure to require strict performance by LESSEE of any
of the provisions of this LEASE shall not be a waiver thereof.
20. SEVERABILITY: If any provision of this LEASE be declared invalid, such
provision shall be inapplicable and deemed omitted, but the remaining
provisions, including the default and remedy provisions, shall remain in
full force and effect.
21. WAIVER: Except as hereinafter specifically provided and to the extent
allowed by law, LESSEE and XXXXXX agree that the provisions of Uniform
Commercial Code Article 2A, as enacted by the State of Minnesota, shall not
be applicable to this Agreement. Notwithstanding the foregoing, UCC
Sections 2A-109, 2A-523, 2A-525, 2A-526 and 2A-531 shall remain applicable
in their current form.
22. CHOICE OF LAW, JURISDICTION AND VENUE: The parties herein expressly agree
that this Agreement shall be governed by the laws of the State of Minnesota
and shall be interpreted, construed and enforced in accordance with the
laws of the State of Minnesota. In any legal action hereunder, LESSEE
hereby consents to personal jurisdiction and venue in the Courts of the
State of Minnesota, and XXXXXX will not object to personal jurisdiction or
venue in the Courts of the State of Minnesota.
23. Monthly Lease Payments and other Lease Terms shall be shown on EQUIPMENT
Schedules to this Master Agreement and are incorporated herein by
reference.
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LESSEE HAS READ AND IS SUBJECT TO THE CONDITIONS SET FORTH HEREIN: This Master
Agreement Constitutes the entire Agreement between the parties and no provision
of this Master Agreement shall be deemed waived, amended or modified by either
party unless such waiver, amendment or modification is in writing signed by the
party to be charged thereby.
IN WITNESS WHEREOF XXXXXX HAS HEREBY EXECUTED THIS NON-CANCELABLE LEASE THIS
2ND DAY OF JUNE, 2000
LESSEE: INTER-CALL-NET TELESERVIVCES, INC. dba XXXXXXXXX.XXX
SIGNED /s/ Xxxx Xxxxxxx DATE 6/21/2000
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Authorized signature
NAME AND TITLE Xxxx Xxxxxxx XXX
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LESSOR: SUNRISE LEASING CORPORATION
SIGNED /s/ Illegible DATE Illegible
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Signature signifies acceptance by LESSOR
NAME AND TITLE
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*CONFIDENTIAL TREATMENT REQUESTED*
MATERIAL FILED SEPARATELY
EXHIBIT A
Price Quotation
Product Product Unit List Disc. Extended
Number Description Qty. Price % Price
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*CONFIDENTIAL TREATMENT REQUESTED*
MATERIAL FILED SEPARATELY
10 PAGES OMITTED (INCLUDING INFORMATION FOLLOWING EXHIBIT A)
