EQUIPMENT LEASE
Exhibit 10.17
THIS
EQUIPMENT LEASE ("Lease") is made by and between Evangelical Christian Credit
Union ("Lessor") and Ministry Partners Investment Company, LLC
("Lessee").
Lessor
desires to lease to Lessee, and Lessee desires to lease from Lessor, certain
tangible personal property.
NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth, the parties hereto agree as follows:
1.
Lease
Lessor
hereby leases to Lessee, and Lessee hereby leases from Lessor, the equipment and
furniture as initially specified in Exhibit “A” (the "Equipment"), as may be
replaced or supplemented from time to time by Lessor or at the request of
Lessee. If additions or deletions are made to the Equipment during
the term of this Lease, or during any subsequent term renewals, Lessor and
Lessee shall memorialize such changes on an amended Exhibit “A”, and both
parties shall forthwith sign and date such revised Exhibit A and then attach it
to this Lease. Lessor reserves the right to adjust the rent amount
with respect to such additions and deletions during the term
hereof.
2.
Term
The term
of this Lease shall commence on January 1, 2009 and shall expire December 31,
2009. This Lease shall be automatically renewed for one-year periods unless
either party provides written notice to the other party at least three months
prior to Expiration Date or the termination date of any renewal term
thereafter.
3.
Rent and
Deposit
Payment
shall be made in monthly installments, beginning on January 1, 2009, and on the
first day of each succeeding month throughout the term hereof, and remitted to
000 X. Xxxxxxxx Xxxxxxx, Xxxx, XX 00000, or at such other place as Lessor may
designate from time to time. The amount of the monthly rent shall be specified
on Exhibit “A”, which Exhibit may be modified from time to time by mutual
agreement of the parties hereto. Any installment payment not made by the tenth
(10th) day of
the month shall be considered overdue and in addition to Lessor's other
remedies, Lessor may levy a late payment charge equal to one percent (1%) per
month on any overdue amount. Rent for any partial month shall be
prorated.
4.
Use
Lessee
shall use the Equipment in a careful and proper manner and shall comply with and
conform to all national, state, municipal, police and other laws, ordinances and
regulations in any way relating to the possession, use or maintenance of the
Equipment.
LESSOR
DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, EXCEPT THAT LESSOR WARRANTS THAT LESSOR HAS THE RIGHT TO LEASE THE
EQUIPMENT, AS PROVIDED IN THIS LEASE.
5.
Repairs
Lessee,
at its own cost and expense, shall keep the Equipment in good repair, condition
and working order and shall furnish any and all parts, mechanisms and devices
required to keep the Equipment in good mechanical working order.
6.
Loss and
Damage
A. Lessee
hereby assumes and shall bear the entire risk of loss and damage to the
Equipment from any and every cause whatsoever. No loss or damage to the
Equipment or any part thereof shall impair any obligation of Lessee under this
Lease which shall continue in full force and effect through the term of the
Lease.
B. In the
event of loss or damage of any kind whatever to the Equipment, Lessee shall, at
Lessor's option:
(i) Place
the same in good repair, condition and working order; or
(ii)
Replace the same with like equipment in good repair, condition and working
order; or
(iii) Pay
to Lessor the replacement cost of the Equipment.
7.
Surrender
Upon the
expiration or earlier termination of this Lease, Lessee shall return the
Equipment to Lessor in good repair, condition and working order, ordinary wear
and tear resulting from proper use thereof alone excepted, by delivering the
Equipment at Lessee's cost and expense to such place as Lessor shall specify
within the city or county in which the same was delivered to
Lessee.
8.
Insurance
Lessee
shall procure and continuously maintain and pay for:
A. All
risk insurance against loss of and damage to the Equipment for not less than the
full replacement value of the Equipment, naming Lessor as loss payee,
and;
B.
Combined public liability and property damage insurance with limits as approved
by Lessor, naming Lessor as additionally named insured and a loss
payee.
The
insurance shall be in such form and with such company or companies as shall be
reasonably acceptable to Lessor, shall provide at least thirty (30) days advance
written notice to Lessor of any cancellation, change or modification, and shall
provide primary coverage for the protection of Lessee and Lessor without regard
to any other coverage carried by Lessee or Lessor protecting against similar
risks. Lessee shall provide Lessor with an original policy or certificate
evidencing such insurance. Lessee hereby appoints Lessor as Lessee's attorney in
fact with power and authority to do all things, including, but not limited to,
making claims, receiving payments and endorsing documents, checks or drafts
necessary or advisable to secure payments due under any policy of insurance
required under this Agreement.
9.
Taxes
Lessee
shall keep the Equipment free and clear of all levies, liens and encumbrances.
Lessee, or Lessor at Lessee's expense, shall report, pay and discharge when due
all license and registration fees, assessments, sales, use and property taxes,
gross receipts, taxes arising out of receipts from use or operation of the
Equipment, and other taxes, fees and governmental charges similar or dissimilar
to the foregoing, together with any penalties or interest thereon, imposed by
any state, federal or local government or any agency, or department thereof,
upon the Equipment or the purchase, use, operation or leasing of the Equipment
or otherwise in any manner with respect thereto and whether or not the same
shall be assessed against or in the name of Lessor or Lessee. However, Lessee
shall not be required to pay or discharge any such tax or assessment so long as
it shall, in good faith and by appropriate legal proceedings, contest the
validity thereof in any reasonable manner which will not affect or endanger the
title and interest of Lessor to the Equipment; provided, Lessee shall reimburse
Lessor for any damages or expenses resulting from such failure to pay or
discharge.
10.
Lessor's
Payment
In case
of failure of Lessee to procure or maintain said insurance or to pay fees,
assessments, charges and taxes, all as specified in this Lease, Lessor shall
have the right, but shall not be obligated, to affect such insurance, or pay
said fees, assignments, charges and taxes, as the case may be. In that event,
the cost thereof shall be repayable to Lessor with the next installment of rent,
and failure to repay the same shall carry with it the same consequences,
including interest at ten percent (10%) per annum, as failure to pay any
installment of rent.
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11.
Indemnity
Lessee
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 and costs, arising out of, connected with,
or resulting from Lessee's use of the Equipment, including without limitation
the manufacture, selection, delivery, possession, use, operation, or return of
the Equipment.
12.
Default
If Lessee
fails to pay any rent or other amount herein provided within thirty (30) days
after the same is due and payable, or if Lessee fails to observe, keep or
perform any other provision of this Lease required to be observed, kept or
performed by Lessee, Lessor shall have the right to exercise any one or more of
the following remedies:
A. To
declare the entire amount of rent hereunder immediately due and payable without
notice or demand to Lessee.
B. To xxx
for and recover all rents, and other payments, then accrued or thereafter
accruing.
C. To
take possession of the Equipment, without demand or notice, wherever same may be
located, without any court order or other process of law. Lessee hereby waives
any and all damages occasioned by such taking of possession.
D. To
terminate this Lease.
E. To
pursue any other remedy at law or in equity.
Prior to
initiating any of these remedies, Lessee shall be given prior written notice of
its failure to perform and an opportunity to cure such failure within twenty
(20) days of such notice.
Notwithstanding
any repossession or any other action which Lessor may take, Lessee shall be and
remain liable for the full performance of all obligations on the part of the
Lessee to be performed under this Lease. All of Lessor's remedies are
cumulative, and may be exercised concurrently or separately.
13.
Bankruptcy
Neither
this Lease nor any interest therein is assignable or transferable by operation
of law. If any proceeding under the Bankruptcy Act, as amended, is commenced by
or against the Lessee, or if the Lessee is adjudged insolvent, or if Lessee
makes any assignment for the benefit of his creditors, or if a writ of
attachment or execution is levied on the Equipment and is not released or
satisfied within ten (10) days thereafter, or if a receiver is appointed in any
proceeding or action to which the Lessee is a party with authority to take
possession or control of the Equipment, Lessor shall have and may exercise any
one or more of the remedies set forth in Section 14 hereof; and this Lease
shall, at the option of the Lessor, without notice, immediately terminate and
shall not be treated as an asset of Lessee after the exercise of said
option.
14.
Ownership
The
Equipment is, and shall at all times be and remain, the sole and exclusive
property of Lessor; and the Lessee shall have no right, title or interest
therein or thereto except as expressly set forth in this Lease.
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15.
Additional
Documents
If Lessor
shall so request, Lessee shall execute and deliver to Lessor such documents as
Lessor shall deem necessary or desirable for purposes of recording or filing to
protect the interest of Lessor in the Equipment including, but not limited to a
UCC financing statement.
16.
Entire
Agreement
This
instrument constitutes the entire agreement between the parties on the subject
matter hereof and it shall not be amended, altered or changed except by a
further writing signed by the parties hereto.
17.
Notices
Service
of all notices under this Agreement shall be sufficient if given personally or
mailed certified, return receipt requested, postage prepaid, at the address
hereinafter set forth, or to such address as such party may provide in writing
from time to time.
If
to Lessor:
Evangelical
Christian Credit Union
Attn:
Xxxxx Xxxxxxxx
000 X.
Xxxxxxxx Xxx
Xxxx, XX
00000
If to
Lessee:
Attn: Xxxx X. Xxxxxx
000 Xxxx Xxxxxxxx Xxx, Xxxxx
000
Xxxx, XX 00000
18.
Assignment
Lessee
shall not assign this Lease or its interest in the Equipment without the prior
written consent of Lessor.
19.
Governing
Law
This
Lease shall be construed and enforced according to laws of the State of
California.
20.
Headings
Headings
used in this Lease are provided for convenience only and shall not be used to
construe meaning or intent.
IN
WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and
year first above written.
By
LESSOR:
EVANGELICAL
CHRISTIAN CREDIT UNION, a California Corporation
By:
Name
& Title: Xxxxx X. Xxxxxxxx, Chief Financial Officer
By
LESSEE:
By:
Name
& Title: Xxxxx X. Xxxxxx, President
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