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Pure Health Solutions/Water 04Pure Health Solutions, Inc. ("PHSI") RENTAL, AGREEMENT Ph: 1.800-265-5167 120 E. Lake Street, Suite 401 Fax: 1-208-26548670 Sandpoint, ID 83864 ReeMiAgreenuft0aft 2-19+21W customer City of La Quinta Disdibutor PURE PLANET WATER Mr. Tom Hartung (760 ) 7777019 Mr. Am Wallis (760 ) 2000404 contoct 78-495 Cade Tampico race Phone 77570 Springfield Lane Suite # A La Quints, Ca. 92253 Palm Desert, Co. , ZP w gate, zip Rental Term MoMfdy Payment Sales Tax (% 7.75 ) Total Payment 60 mos. $ 232.00 + $ 17.98 = $ 249.98 Equipment Schedule Item I Description Serial # Four 4 PWII03s Special Provisions: Due with Order: 1— Customer may buy units at $1.00 at end of rental term Total Mo. Pmt. , Advance PmL + 2 — The o wve rental amount Includes service at $4.00 per unit per month or $16.00 per month. Installation Fee (Including Sales Tax) i, Total Due with Order �} CJ ` Agreed and pt By: Customer: Title: Date: -- 2- A signature) Distributor: Title: Date: Customekacknow!pdges having read and understood all of the terms and provisions of this Rental Agreement, including the reverse sidt'herW, and agrees to be bound by all of the terms and provisions contained herein upon the execution of this Rental Agreement or earlier acceptance of the rented equipment. This Rental Agreement may not be cancelled or terminated by Customer for any reason. TERMS AND CONDITIONS 1. Distributor Guarantees to the Customer (a) Upgrade Guarantee: At any time during the Agreement term, or any extension, thereof (the "Rental Period"), upon approval of additional credit, Customer may upgrade for the difference in price, plus any termination value, if applicable. Customer must pay for removal, new installation and one month's billing from date of new installation (b) Guarantee Fulfillment: The customer must remain current on all rental payments before, during and after upgrades, repairs and modifications are made. 2.Ownership of Equipment: PHSI or its assignee is the sole owner and titleholder of the Equipment during the rental period. DO NOT DECLARE THIS EQUIPMENT FOR PROPERTY TAX PURPOSES. Customer agrees to keep the Equipment free and clear of all liens, and customer will pay any and all taxes, filing fees, interest and penalties relating to this Agreement or the Equipment. 3. Complete Agreement: Customer agrees that no promises or Agreements have been made by PHSI or anyone else which are not part of this Agreement and that any revisions to this Agreement must be signed by an authorized representative of PHSI and the customer. 4. Authorized Signer: The person(s) signing this Agreement on behalf of the customer or signing any Guaranty represents they have the authority to do so and that no information supplied by the customer is false. 5. Liability and Insurance: Customer is responsible for any losses or injuries caused by the equipment and due to the negligence of Customer. Customer further agrees to keep the equipment fully insured against such losses during the term of the Agreement or any extension thereof. 6. Location of Equipment: Customer will keep the equipment at the location specified in the Agreement. The Distributor or an authorized agent (for reasonable and customary charges) must perform any relocation of the Equipment. 7. PHSI Interests: Customer may not sell, transfer, encumber or assign the equipment or this Agreement without express prior written consent of PHSI or its assignee. PHSI may sell, transfer, encumber or assign all or part of its interests in the equipment and/or this agreement to its assignee. Any assignee of PHSI will have all of PHSI's rights under this Agreement but none of its obligations. Customer agrees that an assignee has no responsibility for the selection or satisfactory performance of the equipment and customer will settle any claims, defenses and setoffs they may have directly with Distributor, PHSI or any other third party without affecting customer's obligations to pay rent without offset or abatement to assignee. 8. Renewg"rice Protection: After the initial rental term (or extension previously agreed to), this Agreement will renew for an additional 12 months at the same monthly rate unless customer notifies PHSI or its assignee in writing 90 days prior to the expiration of the initial term or extension that Customer does not intend to renew this Agreement and will return the Equipment. 9. Agreement Inception and Payment Requirements: This Agreement may not be cancelled or terminated for any reason. Monthly rentals begin on the delivery and acceptance date and continue on the same day of each month thereafter. If payment is not made within 15 days of when due, a late charge equal to 10% of the late payment or $15, whichever is greater, will be charged for each late payment. Customer's obligation extends through the tern of the rental agreement and cannot be cancelled. 10. Payment Due Dates: PHSI (or its successors or assigns) will establish the due date for the monthly (or other periodic) payments due under this Rental Agreement. PHSI (or its successors or assigns) will also establish the due date for the first regular payment due under this Rental Agreement; provided, however, that such date will not be greater than 30 days from the date on which the Equipment was delivered to you. 11. Installation, Maintenance and Care: Distributor, or its authorized agent, agrees to install the equipment in accordance with manufacturer's specifications. Customer agrees to use and maintain the equipment in accordance with the manufacturer's specifications, and use only those products supplied or approved by the manufacturer. Customer will also make the equipment available and accessible to the Distributor or its authorized agent for maintenance. 12. UCC Filings: Customer grants PHSI (and its successors and assigns) authorization to sign and file any Uniform Commercial Code financing statements deemed necessary or desirable by PHSI (or its successors and assigns) to protect its interests in the Equipment. 13. Default: If Customer does not pay any amount when due, or breaches any other term of the Agreement, PHSI or its assignee, may deem Customer in default of the Agreement, and PHSI or its assignee retains the right to exercise any and all legal remedies available by applicable laws, including, but not limited to, repossession of the equipment, termination of maintenance agreements, acceleration of the remaining balance due under this contract, reimbursement of reasonable attorney fees associated with any action, repossession, or disposal of the equipment. If any part of the Agreement is found to be invalid, then it shall not invalidate any of the other parts, and the Agreement shall be modified as permitted by law. 14. Business Agreement: Customer agrees that this Agreement is for business purposes and will be governed by the laws of the state in which the equipment is located. Customer further agrees that should any legal action, suit, or proceeding be initiated by any party to this Agreement with regard to or arising out of this Rental Agreement, or the Equipment covered hereby, such action shall be brought only in the courts of the state in which the equipment is located, and all parties consent to the jurisdiction of such courts as to all such actions. 15.Other Rights: Customer agrees that PHSI's or its assignee's, failure to exercise any of their rights does not prevent them from exercising them at a later date. Guaranty: In consideration of Customer entering into this Rental Agreement, the undersigned (Guarantor(s)), jointly and severally, unconditionally and absolutely and irrevocably guarantees and promises to pay PHSI, or its assignee, all indebtedness and/or perform all obligations of customer owing to PHSI, or its assignee, under the Rental Agreement (such indebtedness and obligations shall hereafter collectively be called "Obligations"), and all extensions and renewals of the Obligations, and agree to pay all costs and reasonable attorneys fees paid by PHSI, or its assignee in collection the Obligations and/or for enforcing the Guaranty. The undersigned's liability under this Guaranty shall in no way be affected or diminished by reason of: (a) any renewal or modification of the Rental Agreement; (b) the acceptance by PHSI, or its assignee, of partial payments under the Rental Agreement; (c) any extension of time which may be granted by PHSI, or its assignee, to customer; (d) any settlement, release, by operation of law or otherwise compromise, collection or liquidation of any Obligations and/or the Equipment; or (e) by PHSI's, or its assignee, failure or delay to perfect, or to continue the perfection of any security interest of any equipment or any other property or security which secures any Obligations of Customer, PHSI, or its assignee, may upon Customer's default, proceed directly, without notice, against the undersigned jointly or severally to recover the amount guaranteed, or any portion thereof, without first proceeding against Customer or anyone else or in any way resorting to any security GUARANTOR: Home Address: Home Phone: Signature: SSN: GUARANTOR: Home Address: Home Phone: SSN: Pure Health Solutions, Inc. ("PHSI") 120 E. Lake Street, Suite 401 Sandpoint, ID 83864 RENTAL AGREEMENT Ph: 1-800-265-5167 Delivery & Acceptance Certificate Fax: 1-208-265-8670 Rental Agreement Date 2-19-2004 Customer Name: City of La Quinta DELIVERY AND ACCEPTANCE CERTIFICATE Customer and Distributor certify that all Equipment described in the Rental Agreement has been delivered and properly installed according to the Rental Agreement and the Manufacturer's specifications. Customer acknowledges that the Equipment is in good condition and is performing satisfactorily. Customer acknowledges that this Rental Agreement is non -cancelable for any reason whatsoever for the full term of the Rental Agreement. Customer hereby accepts the equipment unconditionally and irrevocably in accordance with the Rental Agreement. The Distributor acknowledges its obligation to provide maintenance services in accordance with any maintenance agreement separately entered into between Distributor and Customer. Customer: Do not sign this Certificate until you have actually received, installed, inspected and accepted all units of the Equipment described in the Rental Agreement. Custo er (Authorized Signature) Name (Print) Title Date KMk,-5 a -19'11`5�1( D' u or (Authorized Signature) Name (Print) Title Date S �acme Distributor Address City State Zip Phone Feb 18 04 02:54p P.2 This c "Addendum") is incorporated into and a part that certain Equhpm Rental Con t by (`Rental Company," `1ve," `irs'� and a state or municipal governmental entity ("Customer," "you," "your") executed by the o murder which the Customer will rent — Rental Company.. This Addendum and he from the Equipment Renal Contract m lice Equi ment Rental Contract together are one contract lids Addendum shall amend the extent, and onl to the exten that the terms of this Addendum are inconsistent with the terms of the Equipment Rental Contract All other tenors of the Equipment Rectal Contract shall be and remain in full force and effect In agrees as follows: Rental Company's ("we' agreement to purchase the equipment and rent it to the Customer ("You"), the Customer onsideration of I. REPRESENTATIONS, COVENAATS AND WARRANTIES OF CUSTOMER You hereby represent, covenant and warrant to us as follows: (a) You are authorized -,eider the Constitution and laws of the State to enter into this Equipment Rental Contract (and the other agreements and documents relating to the Equipment Rental Contract, hereinafter included in the definition of "Rental Contract") and to perform all of your ab s )^° hgatians hereunder and thereunder, (b) The officer of the Customer entity who is executing the Rental Contract and each Schedule has been duly authorized to execute and deliver same under the terms and provisions of a resolution of your governing body, or by other appropriate official action; (c) In authorizing and executing the Rental Contract, you have complied with all public bidding;, usury and otter State and Federal laws applicable to the acquisition You have sufficient appropriations or other funds available to a«I of the Equipment; cal year, (e) The pay all amounts due under Rental Contract for the applicable fiscal Equipment is essential to your proper, efficient and economic operation; (f) You have never terminated an equipment lease, kase.purchm or similar contract due to non -appropriation of funds or defaulted under the terms thereof. II. NON -APPROPRIATION OF FMIS. You believe that funds can and will be obtained in amounts sufficient to malts all Rental Payments during the Rental Contract tWM You and your fiscal officer hereby covenant that you (the Customer entity) and he/she will do all things within your and his/her power to obtain, maintain and properly request and pursue funds from which the rental Payments and payments for other related charges if as may be amounts sufficient to make such Y, Y made, specifically including in your annual budget requests payments for die full Rental Contract tern. You intend to make all such payments for the full Rental Contract term if funds air legally available for that purpose. if your Official governing body does not allot you funds for the succeeding fiscal Year to continue such payments under the Rental Contract, and you have no other available funds to continue similar to thosmaking such e udder the Barrel Contract or to purchase, lease or rent other equipment or services to perform functions ed by to Equipment [rider, this Rental Contract, you may terminate the Rectal Contract at the end of the then current Ewal year, by giving ninety (90) days prior written notice to us, and enclosing therewith a sworn, notarized statement that the foregoing conditions exist. The foregoing shall be the sole circumstance in which you will not be legally obligated to continue making such payments beyond the end of the then current fiscal year. Upon the occurrence of this event, if any Rental Contract is terminated by you in accordance with this paragraph, you agree (i) not to purchase, lease or rent personal property to perform the same or similar functions as, or fuac:tious taping the place of, those performed by the Equipment under this Rental Corn not to permit such functions to be perfcmwd b tract, and cy affiliated with or hired b Y Your own employees or by any agency, contractor, service provider or other entity Y You, for a period of three hundred sixty (360) days; provided, however, that these restrictions shall not be applicable In the event that the Equipinimt under this Rental Contract is sold by us and the amount received from such sale, less all costs of such sale, is sufficient le pay m then balance otherwise then due from you under this Rental Contract. If the application of these restrictions would af% ct the validity of this Rental Contract, You agree to provide us with an opinion of your counsel relating to ` the circumstances of non -appropriation. Upon the occurrence of this event, you shall, at your cost and e Equipment to its original condition expense, both restore the (exc:eptirhg only reasonable wear and tear) and return it to us in accordance with the temps set forth in Section M of this Addendum Upon termination of the Rental Contract by reason of non -appropriation of funds as provided herein; You shall not be responsible for the payment of any additional Rental Payments coming due with respect to succeeding fiscal years. However, (a) you shall continue to remain responsible for the payment of aq past due payments and other oboptioas that accrued under the Rental Contra ct prior to the end of the 90-day notice period referred to above; and (b) if you have not delivered possession of the Equipment tV us at your expense and conveyed title to us or released your interest in the Equipment to us within ten (10) days after the terrrinatiai of the applicableRental Contract, the Uerntinaation shall nevertheless be effective, but you shall be responsible for the payment wr damages to as amount equal to the amount of the rental payments thereafter coming due under the Rental Contract that Are attributable to the number of days after such ten (10) day period during which you fail to take such actions, plus aff other losses suffered by us as a result of your failure to take such actions as required. Non - Appropriation under one Rental Contract shall not affect the validity or enforceability or any other rental contract or contract between you and us. 11L RETURN OF EQUIPMENT. Notwithstanding any contrary terms set forth of implied in the Rental Contract, upon the expiration or termination of the Rental Contract in accordance with its terms prior to the payment of all rental payments and other amounts due (scene Man(Addca*m Feb_18 04 02:54p p.3 to us hereunder, you shall returp the Bquip..t to us in the same condition it was in as of the date it was delivered to only reasonable wear and tear, in the follow' you, excepting following manor as may be specified by us in our sole discretion: (a) by delivering the Equiprrrent at your cost and expense to such place within the State as we shall specify; or (b) by loading such portions of the Equipment as are considered movable at your cost and expense, on board such carrier as we shall specify and shipping the sarne, freight prepaW repossess the by , to a ace specified by us. )f you refuse to return the P.quipn e t in the manner designated above, we may Pment and Charge you with the costs of such repossession and/or pursue any other remedy provided m us in this Rental Contract or under law. IV. OPTION TO PURCBAST. Notwithstanding any contrary term set forth or implied in the Rental Contract or an expiration of the Originallysc Y separate purchase option dominant executed by us, up3n the expiration scheduled term of the Rental C:onZract, provided you have Payments to us, have not terminated the Rental Contract by reason of non -appropriation or other reason, and are not then in default under the Rental Contract, you shalt have the option to purchase our interest in the Equipment for the purchase option price specified in such purchas a option V. FINANCiiAL INFORMATION. During the tern of this Rental Contract, you annually shall provide us with current annual financial reports, budgets, proof of a3propriation for the en.Iquing fiscal year and such other financial information relating to your ability and commitment to continue the Rental Contract as may be requested by us. Intending to be legally bound, the parties Hereto have executed this Agreement effective as of the effective date of the Equipment Rental RENTAL COMPANY: By: Print Name: Tide.• --i D�str. roiwicMasai.WA Alm CUSTOMER: V c Print Name: M S CJ V tom. _ Title: l.,_ ,+, R+N v Date: 2— 2.0 -- 04