ValuePlan Lease
Exhibit
10.23
|
Agreement
No.: 366103/CFC2
Customer
No.: 00366103
Date
Prepared: 2007/06/22
|
Attachment
No.:
INSTALLED
AT LOCATION
|
|
Customer
Name: LES TRANSFORMATEURS PIONEER LTEE
|
Company
Name: LES TRANSFORMATEURS PIONEER LTEE
|
|
Address: 000,
XXXXXX XXXXXXX
|
Address: 000,
XXXXXX XXXXXXX
|
|
XXXXXX XX X0X 0X0
|
XXXXXX XX X0X 0X0
|
|
Tel.
No.:
Attn:
|
Tel.
No.:
Attn:
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Customer,
including successors and assigns ("you or "your') agrees to lease from
and/or finance with IBM Canada Limited ("us”, "we" or "our'), the equipment
and/or other items including software and services (collectively,
the "Items') described in this Agreement. A transaction code F in the "Trans.
Code” column indicates a loan; other transaction codes indicate leased Items. We
make no representation whatsoever regarding your accounting treatment related to
any transaction under /INS Agreement End
of lease ("EOL") designations indicate your options which are detailed
in paragraph 12. All decisions and options under this Agreement apply to all and
not less than
all Items
listed in this Agreement.
|
Item
Description -
|
EOL
|
Trans.
Code
|
Qty
|
Unit
Amount
Financed
|
Unit
Periodic
Payment
|
||
|
|
F | 1 | $ | 81696.22 | $ | 2515.98 | |
|
9993
SWG IBM TRADITIONAL SOFTWARE
|
|||||||
|
|
|||||||
(Additional
Items maybe listed on a Continuation Sheet)
|
Total
Amount Financed
(All
Pages)
$81696.22
|
Term
in Months
36
|
Total
Number of
Payment
Periods
36
|
Payment
Description
Monthly
in Advance
|
Total
Periodic Payment
(All
Pages – Taxes May Apply)
$2515.98
|
|
Interim
Rent No
Direct
Debit No
Guarantee
No
|
Security
Deposit
N/A
|
Payment
Commencement
Date
2007/07/01
|
|
1. TERM. The initial Term
for each Item begins on the date of your acceptance and ends alter
completion of the above Total Number of Payment Periods
The
Term and payment obligations are not cancellable and may not be terminated
except as stated in this Agreement.
2. ACCEPTANCE. Your
acceptance, unless otherwise noted by us, of an Item will be (a) for an
Items not supplied by us, ten (10) calendar days following the latest date
of your supplier's Invoices or the date of your verbal or written
acceptance of such Items, whichever occurs first; (b) for all personal
computing equipment including personal computer-based servers. or
software, services or other financed Items supplied by us, ten (10)
calendar days following the latest date of the corresponding invoices or
the date of your verbal or written acceptance of such Items, whichever
occurs first; (c) the date of installation for all Items supplied by us
not covered by (b); or (d) the date we provide funds for any other
financed Items.
3. PAYMENT. Payments are
due as specified above. The Total Periodic Payment
|
commences
at the start of the Term unless a different date is specified in the box
above. For the Total Periodic Payment to be valid and subject to change
pursuant only to paragraph 8, the Term must begin within the month of
2007/07/01. For
any payment not made by its due date, you agree to pay a late charge of 2%
per month (or 24% per
annum) on the unpaid amount subject to maximum limitations by law.
Your commitment a pay and any other obligations hereunder are absolute and
unconditional and not subject to set-off, counterclaim, termination or
Item performance.
4. RIGHTS AND OBLIGATIONS.
You assign and authorize us and we accept me obligation to pay the
supplier and' de right to take title to any equipment Item after your
acceptance. You retain all other rights, including all warranties, and
obligations as per your agreement(s) with your supplier for all Items.
When we are the supplier, our terms of supply are specified on the IBM Web
site at:
xxxx://xxx-000
ibm.comlct03004dMOls/cpepertal/fileserve/downloads/67130/.
|
BY
SIGNING BELOW, YOU AGREE THAT THIS AGREEMENT DOES NOT TAKE EFFECT UNTIL OUR
RECEIPT AND ACCEPTANCE OF R. YOU FURTHER AGREE THAT AN EXECUTED COPY PRODUCED
FROM AN ELECTRONIC FORM OR BY ANY OTHER RELIABLE MEANS (FOR EXAMPLE, PHOTOCOPY
OR FACSIMILE OR E-MAIL) IS IN ALL RESPECTS EQUIVALENT TO AN ORIGINAL. THE TERMS
ON THIS ANO THE FOLLOWING PAGES OR ATTACHMENTS ARE THE ONLY TERMS FOR THIS
TRANSACTION. BY SIGNING BELOW, YOU REPRESENT ANO WARRANT THAT YOUR NAME AS SET
FORTH IN THE SIGNATURE BLOCK BELOW IS YOUR EXACT LEGAL NAME.
|
Accepted by:
IBM Canada Limited
For or as Lessor:
|
LES TRANSFORMATEURS PIONEER LTEE
|
|||
|
By: /s/ Xxxx-Xxxxxxx Xxxxx
|
By: /s/ Xxxxx X. Xxxxxxx |
June
27, 2007
|
||
|
Authorized Signature
|
Authorized Signature
|
|||
| Name (Type or Print) |
Date
|
Name (Type or Print) |
Date
|
|
1
ADDITIONAL
TERMS – Agreement No.: 0081596VT
| 5. DIRECT DEBIT; SECURITY.
When Direct Debit is indicated on the face of this Agreement, the terms
are specified on an attachment to this Agreement. When
guarantee is indicated, your guarantor must sign a guarantee attachment to
this Agreement.
6. CHANGES; NOTICES. You
authorize us or your supplier to complete the required information,
including Item serial numbers, in the 'Item Description” on the first page
of the Agreement. For any changes to the Unit Amount Financed that you and
your supplier agree To, you authorize us to make the corresponding change
to the "Total Periodic Payment” and the “Total Amount Financed' provided
the change does not exceed 15% of the original “Total Amount Financed”.
Notices and requests from you are to be submitted to the address on your
periodic invoice.
7. OWNERSHIP; SELECTION; AND
USE. Equipment Items remain our property during the Term and you
will keep these Items free of encumbrances of any kind. You hereby
authorize us to file personal property security financing statements
relating to the Items listed on this Agreement You hereby grant to us, a
first priority security interest in the Items (Including all related
software) and all additions, attachments, and upgrades thereto and any and
all substitutions, accessories, accession replacements or exchanges for
any such Items or software and any and all proceeds of any of the
foregoing, including, without limitation, payments under insurance or any
indemnity or warranty relating to lass or damage to such Items. You agree
that you are responsible for the selection, supply, delivery,
installation, use, servicing and maintenance of the Items and the results
from their use. You represent that the Items will be used for business or
commercial, and not primarily for personal or household,
purposes.
8. WARRANTY. We provide a warranty of quiet
enjoyment but make no other warranty or condition, express or implied,
about any matter, including, but not limited to, the Implied warranties of
merchantability or fitness for a particular purpose. In no event will we
have any liability for, nor will you have any remedy against us for
special, Indirect or consequential damages, Including but not limited to
lost profits, last business revenue, or failure to realize expected
savings, even If you Informed us of their possibility.
9. MAINTENANCE: INSPECTION; AND
MARKING. You shall keep and operate each Item according to the
manufacturers specifications and in good repair and operating condition,
ordinary wear and tear excepted. All parts installed and removed in
connection with warranty and maintenance services become our property. You
agree, upon request, to make Items and their maintenance records available
for inspection by our representative during normal business hours and to
xxxx Items as we require.
10. ALTERATIONS. With prior
written notice to us, you may after any equipment Item. Any of our parts
that you remove shall remain our proceed and you may not make such parts
avertable for sale, transfer, exchange or other disposition without our
prior written consent. Before you return an equipment Item to us. you must
restore it, at your expense. to its original condition with the original
parts that you removed. Alterations not removed when an equipment Item is
returned to us shall become our property, without further payment by us
and free of encumbrances.
11. RELOCATION; SUBLEASE; AND
ASSIGNMENT. You may not locate any Items outside of Canada and may
only relocate an Item within your enterprise to different provinces within
Canada with 30 days prior notice to us. You may sub/ease an Item only with
our prior written consent. You may not assign, transfer or otherwise
dispose of an Item or your interest or rights in this Agreement (in whole
or in part). We may sell or assign all, or any pad, of our interest or
rights in this Agreement without prior nonce to you including assigning or
granting a security interest(s) in any Item. Any assignee will be subject
to your right of quiet enjoyment. You agree not to assert against any such
assignee any claim, set-off, defense or counterclaim that you may have
against us or any other person. This Agreement shall be binding upon your
successors or permitted assigns.
12. END OF LEASE OPTIONS. If
you are not in default under this Agreement, your EOL options for
equipment Items are: (a) renew to lease; (b) purchase the equipment Item,
or (c) return the equipment Item.
An
EOL designation of FM indicates a lease renewal or purchase at the fair
market value. A prestated % EOL designation indicates the percent of Me
Total Amount Financed that is your purchase once. For a renewal with a
prestated %, One-half of the purchase price due m advance is the payment
for a 1 year renewal. An EOL designation of SI indicates your purchase
price. For an EOL purchase at either the prestated % or $1, you will pay
any applicable taxes and Unit Periodic Payments due to the dare of
purchase. Upon our receipt of all amounts due, we will transfer title to
you on an “As Is. Where Is” basis.
13. RETURN OF AN EQUIPMENT
ITEM. If you elect to return an equipment Item to us upon
expiration of the Term, you must notify us in writing of your intent at
least three (3) months prior to expiration of the Term and you must return
the equipment Item to us immediately upon expiration of the Term. The
equipment Item must be in good condition and working order, reasonable
wear and tear excepted (“Good Working Order”). Prior to the return of me
equipment Item to us, you are responsible for removing all information and
data including but not limited to programs not licensed to a specific
equipment Item. We have no obligation to remove your or any other party's
information from an equipment Item. We reserve the right to recover full
reimbursement from you for the reasonable cost and expense incurred by us
to restore such equipment Items to Good Working Order.
|
However,
such reasonable cost and expense shall not exceed me Stipulated Loss,
defined in Paragraph 15, of such equipment Items. You will return the
equipment Item to a location in Canada designated by us for that type of
equipment. You are responsible for any costs associated with
deinstallation, packing, proper content labeling and return of the
equipment Item. The return of an equipment Item shall constitute a full
release by you of any leasehold rights or possessory interest in the
equipment Item.
14. AUTOMATIC EXTENSION
PROVISIONS. The Term of the lease will automatically be extended on
a month-to-month basis unless you give the required notice to return the
equipment Item at the end of the Term. The Term of the lease will continue
to be automatically extended until notice to return is given and the Item
is returned Automatic extension can be terminated by you upon three (3)
months notice to us, followed by equipment Item return to the designated
location in compliance with return requirements. The extension will be
under the same terms and conditions then in effect, including current
Total Periodic Payment, but for equipment Items with a fair market value
purchase option, not less than the fair market rental value as determined
by us at the expiration of the Term. Total Periodic Payment shall be
calculated as the sum of the lease payments over the initial Term divided
by the initial Term of the lease.
15. CASUALTY INSURANCE. You
are responsible for any risk of loss, theft or damage to any equipment
Item (“Casualty Loss”) from the date the equipment Item is delivered to
your location to the date it is received by us at our return location. You
will, at your expense, (a) keep in effect an all risk insurance policy
covering the equipment Item listed in the Agreement and we will be named
as additional insured and loss payee on such policy, or (b)
self-insure such equipment Items against Casualty Loss pursuant to a
generally maintained program of self-insurance You will provide us, upon
request, evidence of such policy or program of self-insurance. You will
promptly notify us of any Casualty Loss. If we determine the equipment
Item can be economically repaired, you will have it repaired and will
continue to pay the Unit Periodic Payment to us. If we determine the
equipment Item is not economically repairable, on the next Unit Periodic
Payment due date, you will pay us an amount, to be determined by us, equal
to one hundred ten percent (110%) of the original Unit Amount Financed
minus seventy percent (70%) of the Unit Periodic Payments paid as of the
date of the Casualty Loss (“Stipulated Loss”). Upon receipt of all amounts
due under this Paragraph, we will transfer to you all of our rights, title
and interest in and to such equipment Items on an “As Is, Where Is”
basis.
16. TAXES. You agree to pay
any and all taxes and charges levied by any government body in connection
with this Agreement except for taxes based on our net income.
17. GOVERNING LAW. This
Agreement will be governed by and construed in accordance with the laws of
the Province of Ontario.
18. INDEMNITY; NO WAIVER.
This is a net lease and we are not liable for any claim except one
resulting from our sole negligence willful misconduct. You indemnify
against any third park claims which apse en connection with this Agreement
or your possession and use of the Items hereunder including all related
liabilities, costs, and expenses. Failure to require full performance or
waiver of any provision of this Agreement shall not prevent either party
from requiring full performance of all provisions in the
future.
19. DEFAULT; REMEDIES. You
will be in default under this Agreement if you or any guarantor: (a) do
not pay any amount due within seven (7) days after its due date; (b)
sublease, relocate, assign or make a transfer in violation of this
Agreement; (c) misrepresent credit application information; (d) fail to
remedy any other breach Of this Agreement within fifteen (15) days after
receiving written notice from us; (e) make a voluntary assignment for the
benefit of creditors; (f) file or have filed against you any petition or
proceeding under any bankruptcy, insolvency, receivership or similar law;
(g) have appointed against you a receiver over all or a substantial part
of your Properly; (h) admit an inability to pay debts as they generally
become due or otherwise acknowledge insolvency: (n have any execution,
distress or other enforcement process (including under personal property
security legislation) commenced against any of your property; (j) default
on any other agreement with us; or (k) use any funds you receive from us
for any purpose other than to acquire the specific Items herein. If you
are in default, we may: (a) recover all payments and other amounts due and
remaining to become due hereunder; (b) recover possession and sell or
otherwise dispose of the Items and apply the proceeds to reduce the
amounts due from you hereunder; (c) recover any costs incurred in
enforcing or protecting our rights under this Agreement and any charges or
claims made by third parties; (d) pursue any other remedy available at law
and recover legal costs and legal fees incurred in exercising any of the
remedies stated herein. Notwithstanding the foregoing, you shall remain
liable for any deficiency following the exercise of our rights and
remedies under this Paragraph or at law. We will be in default d we breach
your quiet enjoyment unless such breach follows your default which remains
uncured. If we are in default, your sole and exclusive remedy is to
terminate this Agreement, return the applicable Items, and to recover
actual damages aesing directly from the default and reasonable legal
fees.
20. Language. Les parties
aux preseines ont expressement exige que ce contrat soit redigé en langue
anglaise. The parties hereto have expressly required that this Agreement
be drafted in the English
language.
|
2
LES TRANSFORMATEURS
PIONEER LTEE
Certificate
of Acceptance
The
Leased or Financed Items to which this form applies are those items described in
the below referenced contract number. For purposes of Rent xxxxxxxx, the Rent
payments will commence the first day of the payment period following the
Acceptance Date below unless otherwise indicated on the Transaction Document. If
IBM Canada has not received this signed COA within 60 days of the Document
Create Date (as shown below), IBM Canada may withdraw its obligation to provide
financing of the referenced contract number upon written notice to
you.
For these
Items, you certify that they:
- have been
delivered and accepted.
- are in all
respects satisfactory.
You
acknowledge that:
- you have
personally chosen these Items; and
- these Items
may only be used for commercial, industrial or professional
purposes.
In order
for this Certificate of
Acceptance to be effective, you must
confirm with IBM Canada:
- the serial
numbers provided by each supplier to IBM Canada for each accepted configured
Item.
You
authorize us to:
- begin the
Lease in accordance with its terms for each Item; and
- pay the
supplier directly the net price plus applicable taxes IBM Canada specified for
each Item unless IBM has approved in writing, other terms of
payment.
In the
event that the Items fail to perform as expected or as represented by the
supplier, you will continue to pay IBM Canada, in the normal course of business.
You will look solely to the supplier of the Items for satisfaction of all
claims, covenants or warranties.
Acceptance
Date: __________________ June 27,
2007
Certified
and Authorized by:
| Customer Legal Name: | LES TRANSFORMATEURS PIONEER LTEE |
| Address: | 000, XXXXXX XXXXXXX |
| XXXXXX XX X0X 0X0 |
| IBM Agreement No.: 366103 | |
| By: /s/ Xxxxx X. Xxxxxxx | |
| Signature | |
| Name (type or print): Xxxxx X. Xxxxxxx | |
| Title: Vice-President Finance | |
| Date: June 27, 2007 | |
| Supplement Number: |
366103-CFC2
|
| Contract Number: |
0081596VT
|
| Certificate of Acceptance Reference: |
0081597VC
|
| Certificate of Acceptance Financed Amount: |
$81
696,22
|
3
LES
TRANSFORMATEURS PIONEER LTEE
| Supplier | Invoice No(s) | Invoice Date | Invoice Amount(s) |
Document
Create Date: 2007/06/22
***END***
4
|
IBM-ORACLE
CFC2 # 0081596VT
|
|
|
|
|
150,698.07
|
|
DATE
|
VERSEMENTS |
INTÉREST
|
CAPITAL
|
BALANCE | |
| JANVIER | 2007 | ||||
| FÉVRIER | 2007 | ||||
| MARS | 2007 | ||||
| AVRIL | 2007 | ||||
| MAI | 2007 | ||||
| JUIN | 2007 |
81,696.22
|
|||
| JUILLET | 2007 |
2,515.98
|
464.59
|
2,051 39
|
79,644.83
|
| AOUT | 2007 |
2,515.98
|
452.92
|
2.063.06
|
77,581.77
|
| SEPTEMBRE | 2007 |
2,515.98
|
441.19
|
2,074,79
|
75,506.98
|
|
OCTOBRE
|
2007 |
2,515.98
|
429.39
|
2,086.59
|
73,420.39
|
|
NOVEMBRE
|
2007 |
2,515.98
|
417.52
|
2,098.46
|
71,321.93
|
|
DÉCEMBRE
|
2007 |
2,515.98
|
405.59
|
2,110.39
|
69,211.54
|
| TOTAL | 2007 |
15,095.88
|
2,611.20
|
12,484.68
|
69,211.54
|
| JANVIER | 2008 |
2,515.98
|
393.59
|
2,122.39
|
67,089.15
|
| FÉVRIER | 2008 |
2,515.98
|
381.52
|
2,134,46
|
64,954.69
|
| MARS | 2008 |
2,515.98
|
369.38
|
2,146.60
|
62,808.09
|
| AVRIL | 2008 |
2,515.98
|
357.17
|
2,158.81
|
60,649.28
|
| MAI | 2008 |
2,515.98
|
344.90
|
2,171.08
|
58,478.20
|
| JUIN | 2008 |
2,51596
|
33255
|
2,183.43
|
56,294.77
|
| JUILLET | 2008 |
2,515.98
|
320.13
|
2,195.85
|
54,098.92
|
| AOUT | 2008 |
2,515,98
|
307.65
|
2,208.33
|
51,890.59
|
| SEPTEMBRE | 2008 |
2,515.98
|
295.09
|
2,220.89
|
49,669.70
|
|
OCTOBRE
|
2008 |
2,515.98
|
282.46
|
2,233.52
|
47,436.18
|
|
NOVEMBRE
|
2008 |
2,515.98
|
269.76
|
2,246.22
|
45,189.96
|
|
DÉCEMBRE
|
2008 |
2,515.98
|
256.98
|
2,259.00
|
42,930.96
|
|
TOTAL
|
2008 |
30,191.76
|
3,911.18
|
26,280.58
|
42,930.96
|
| JANVIER | 2009 |
2,515.98
|
244.14
|
2,271.84
|
40,659.12
|
| FÉVRIER | 2009 |
2,515.98
|
231.22
|
2,284.76
|
38,374.36
|
| MARS | 2009 |
2,515.98
|
218.23
|
2,297,75
|
36,078.61
|
| AVRIL | 2009 |
2,515.98
|
205.16
|
2,310.82
|
33,765.79
|
| MAI | 2009 |
2,515.98
|
192.02
|
2,323.96
|
31,441.83
|
| JUIN | 2009 |
2,515,98
|
178.80
|
2,337.18
|
29,104.65
|
| JUILLET | 2009 |
2,515.98
|
165.51
|
2,350.47
|
26,754.18
|
| AOUT | 2009 |
2,515.98
|
152.14
|
2.363.84
|
24,390.34
|
| SEPTEMBRE | 2009 |
2,515.98
|
138.70
|
2,377.28
|
22,013.06
|
|
OCTOBRE
|
2009 |
2,515.98
|
125.18
|
2,390.80
|
19,622 26
|
|
NOVEMBRE
|
2009 |
2,515.98
|
111.59
|
2,404.39
|
17,217.87
|
|
DÉCEMBRE
|
2009 |
2,515.98
|
97.91
|
2,418.07
|
14,799.80
|
|
TOTAL
|
2009 |
30,191.76
|
2,060.60
|
28,131.16
|
14,799.80
|
| JANVIER | 2010 |
2,515.98
|
84.16
|
2,431.82
|
12,367.98
|
| FÉVRIER | 2010 |
2,515.98
|
70.33
|
2,445.65
|
9,922.33
|
| MARS | 2010 |
2,515.98
|
56.43
|
2,459.55
|
7,462.78
|
| AVRIL | 2010 |
2,515.98
|
42.44
|
2,473.54
|
4,989.24
|
| MAI | 2010 |
2.515.98
|
28.37
|
2,487.61
|
2,501.63
|
| JUIN | 2010 |
2,515.98
|
14.23
|
2,501.75
|
-0.12
|
| JUILLET | 2010 |
0.00
|
0.00
|
0.00
|
|
| AOUT | 2010 |
0.00
|
0.00
|
0.00
|
|
| SEPTEMBRE | 2010 |
0.00
|
0.00
|
0.00
|
|
|
OCTOBRE
|
2010 |
0.00
|
0.00
|
0.00
|
|
|
NOVEMBRE
|
2010 |
0.00
|
0.00
|
0.00
|
|
|
DÉCEMBRE
|
2010 |
0.00
|
0.00
|
0.00
|
|
| TOTAL | 2010 |
15,095.88
|
295.96
|
14,799.92
|
5
