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3413 To authorize an agreement with MCAP LeasingTHE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 3413 A BY-LAW to authorize an agreement with MCAP Leasing. WHEREAS The Torn of Tillsonburg is desirous of entering into a leasing agreement with MCAP leasing to provide for the leasing of camera equipment for surveillance of Town facilities. THEREFORE the Council of the Town of Tillsonburg enacts as follows: l . THAT the agreement with MCAP leasing attached hereto as "Schedule A' is hereby adopted and forms part of this by-law. 2. AND THAT this by-law comes into force and effect upon passing. READ A FIRST AND SECOND TIME THIS 22°d DAY OF March, 2010. READ AT AND FINAL TIME AND PASSED THIS 22nd DAY OF March, 2010. MAYOR -Stephen Molnar CLERK -Michael Graves MCAP March 12, 2010 TOWN OF TILLSONBURG 200 BROADWAY TILLSONBURG, ONTARIO N4G 5A7 Lease Reference #: 315812 -176844 Thank you for choosing MCAP to facilitate the financing for your equipment. For your convenience, below is a checklist and information to assist in completing your document package. Verify all NAMES. Contact us immediately if any changes are required. Do NOT use whiteout. Include a VOID cheque embossed with Lessee's name. Sign all enclosed documents where indicated with a * symbol. Ensure the Terms and Conditions are initialled on the SECOND page or the back of the contract. Fax all documentation including the void cheque to 1-804-665-8289 or 905-639-5902. Courier all ORIGINAL documentation to our office within 2 business days, attention Documentation Department. 5575 North Service Road, Suite 300, Burlington, Ontario UL 6M1 Your initial debit will include the following if applicable: Lease payment of $784.96/Monthly and/or interim rent $25.81/Day. Interim rent is calculated based on the number of days from the time we pay the supplier to the first of the month. Security Deposit (same as full monthly payment) ca Administration fees $100.00 Applicable taxes On behalf of MCAP Leasing we would like to thank you for the opportunity to provide a financial solution for your business. If you have any questions or have any other equipment purchases we can assist with, please contact us at 1-800-263-5137 or 905-639-3995. Thank you. MCAP Leasing U fA D MCAP Leasing (LESSOR) 5575 North Service Road, Suite 300 Burlington, Ontario L7L 6M 1 Tel: (905) 639-3995 Fax: (905) 639-5902 LESSEE ACKNOWLEDGED HAVING READ THE TERMS AND CONDITIONS OF THS AGRU.-NirMM I VVM%a7 ARG 11ZI lu[ If" %0" 'n-- n a "I" r" - LESSEE NAME: TOWN OF TI L LSONBURG CO -LESSEE NAME: k Z 00 Q H PRINT NAME: _.K - _ . _._ _ -- — PRINT NAME: _ TITLE: TITLE: O W DATE ACCEPTED BY LESSOR: _ 4.= LEASE COMMENCEMENT DATE U MCAP Leasing Limited Partnership, Notwithstanding anything contained herein to the contrary, the Lease shall not by its general partner MW Leasing Inc. become a binding obligation to Lessor until such date as it has been duly executed by an authorized representative of the Lessor. BY: - - - _ _ --- — —_ —._—__ v 4.os.0210 WZ N5 Lessor is hereby authorized to periodically draw payment as per the terms of the Pre -Authorized Debits (PAD) Agreement attached hereto, from IC d the bank account outlined therein, whether it continues to be maintained at the branch named or is from time to time transferred to another branch, to 0 Z cover the rental and other amounts due under this Lease. D2 The Lessee nereby waives its right to receive pre -notification of the amount of the PAD or any changes to said amount, including due to tax variations, w>- insurance premiums and/or any additional charges, taxes, fees, fines and penalties owed by the Lessee under the terms of this Lease, and the Lessee Cr a agrees that it does not require advance notice of the amount of PADs before the debit is processed. CL Please sign where indicated (D). LEASE REFERENCE # 315812 - 176840 LESSEE NAME: TOWN OF TILLSONBURG Z O WF- CO -LESSEE NAME: QCO WCC ADDRESS: 200 BROADWAY CITY. TILLSONBURG O 11- Z ONTARIOONTARIO POSTAL CODE: N4G 5A7 FAX CONTACT: PHONE#: (519) 842-6428 EMAIL: EQUIPMENT DESCRIPTION 1 TILLSONBURG COMMUNITY CENTRE CAMERA SYSTEM, INCLUDING (10) AXIS 209 MFD INDOOR CAMERAS, (3) AXIS P3344 VE OUTSIDE DOMES, (1) AXIS 215 PTZ—E CAMERA PAN TILT 6 ZOOM Z z 0 1 MANAGED 24 PORT GIGABIT STACKABLE POE LAYER 2 SWITCH 4 COMBO SFP, (2) APC UPS M Q 1 SERVER HP PLUS ACCESSORIES a2 CC O W Z_ EQUIPMENT LOCATION: 45 HARDY AVE TILLSONBURG ON N4G3W9 It different) SUPPLIER: END USER VENDOR 32 SALES REP: PHONE#: (905) 639-3995 NO, OFPAYMENTS.: Payment #1 Other Total Z TERM MONTFtY/QUARTERLY! 78496 0.00 784.96 U) In months) OTHER: 36 plus applicable taxes) plus applicable taxes) NO. OF PAYMENTS.: Payment #2 Other Total W a 1,- 36 Monthly plus applicable taxes) plus applicable taxes) plus applicable taxes) Z LEASE COMMENCEMENT AUTHORIZATION: On behalf of Lessee(s), I hereby certify that all of the Equipment referred to in this Lease Contract has been delivered to and has been received0bytheLessee(s), that all installation or other work necessary prior to the use thereof has been completed, that the Equi mant has been b Lessees is in operating order and condition and is in all respects satisfactory to the Lessees), and that the W examined the and good Lessee(s) for purposes under this Lease Contract. Q Equipment is accepted by the all ACCORDINGLY, I AUTHORIZE LESSOR TO PURCHASE THE EQUIPMENT. W AUTHORIZED SIGNATURE OF LESSEE: o Z r. BY. LESSEE ACKNOWLEDGED HAVING READ THE TERMS AND CONDITIONS OF THS AGRU.-NirMM I VVM%a7 ARG 11ZI lu[ If" %0" 'n-- n a "I" r" - LESSEE NAME: TOWN OF TI L LSONBURG CO -LESSEE NAME: k Z 00 Q H PRINT NAME: _.K - _ . _._ _ -- — PRINT NAME: _ TITLE: TITLE: O W DATE ACCEPTED BY LESSOR: _ 4.= LEASE COMMENCEMENT DATE U MCAP Leasing Limited Partnership, Notwithstanding anything contained herein to the contrary, the Lease shall not by its general partner MW Leasing Inc. become a binding obligation to Lessor until such date as it has been duly executed by an authorized representative of the Lessor. BY: - - - _ _ --- — —_ —._—__ v 4.os.0210 WZ N5 Lessor is hereby authorized to periodically draw payment as per the terms of the Pre -Authorized Debits (PAD) Agreement attached hereto, from IC d the bank account outlined therein, whether it continues to be maintained at the branch named or is from time to time transferred to another branch, to 0 Z cover the rental and other amounts due under this Lease. D2 The Lessee nereby waives its right to receive pre -notification of the amount of the PAD or any changes to said amount, including due to tax variations, w>- insurance premiums and/or any additional charges, taxes, fees, fines and penalties owed by the Lessee under the terms of this Lease, and the Lessee Cr a agrees that it does not require advance notice of the amount of PADs before the debit is processed. CL Please sign where indicated (D). LEASE # 315812-176840 TERMS & CONDITIONS OF LEASE 1. NON -CANCELLABLE CONTRACT This Lease Contract cannot be cancelled except as e ressty provided for herein 2. R NTAL. Lessee shall pay to Lessor on the first day d each payment period the periodicrentalamountsetforthherein. The first rental payment is due upon execution of this Lease Contract by the Lessee. If the rental payment includes the cost of a service contract, Lesseeagreestoincreasetherentalpaymentfeytheamountofanyincreaseinthecostdsuch service contract as may be imposed by the supplier thereof durin the Term of this Lease Contract. Lessee hereby agrees to pay a daily rental for the Period &rom the date of deliveryandinstallationoftheEquipmenttotheLeaseCommencementDatecalculatedbasedupon the full periodic rental amount pro -rated to the number of days in such period Lessees obligation to pay rent and its other obligations under this Lease Contract are Hort subject toanyabatement, set-off, defence, reduction or counter -claim for any reason whatsoever. 3. DEPOSIT. If requested by the Lessor, Lessee shall deposit with the Lessor simultaneously with the first rent payment, a non-interest bearindeposit which will be refunded to the Lessee upon the expiry of this Lease Contract provided that the Lessee has made all pa encs to the Lessor, rent and otherwise, as required by the terms of this Lease Contract. The Lessor shall retain any advance payment made by the Lessee in contemplation of completion of this Lease Contract if the Lease Contract is not finalized for any reason other than the rel'ection of the Lessees credit application by Lessor and thisretentionshallrepresentliquidationofLessorsdocumentationandprocessingexpensesas a WMP, estimate bythe ppaartties of Lessors damages and not as apenalty. 4. LOCATION AND USE The equipment listed in this Lease Contract and in any attached schedule along with all accessories and attachments to such equipmentwhichinthecaseofcomputerorsimilarequipmentshallinclude, but not be limited to, power cords batteries, modems, cables, AC adapters, slot covers, plastic panels, and knobs) is called the "Equipment°. The Egtipment remains the property of the Lessor andundernocircumstancesshalltitlepasstotheLesseeduringtheTermofthisLeaseContract, except as expressly provided herein. The Equipment shall be located and used at the Lessee's place of business as set forth herein and may not be moved without the prior written consent of the Lessor. The Lessee warrants that the Equipment is being rented and will be used for business and commercialurposes only. The Lessee shall, at its own cost and expense, keep the Equipment in good repair, condition and working order and shall furnish all parts and servicingas required 5. REPRESENTATIONS AND WARRANTIES. The Lessee acknowledges that the vendor and manufacturer of the Equipment and the Equipment and its specifications were selected by the Lessee for the purpose of the rental of the Equipment by the Lessor to the LesseeunderthisLeaseContract. The Lessor makes nes warranty, express,implied or statutory, as to any matter whatsoever including the condition of the Equipment, its merchantability or itsfitnessforanyparticularpurposeandastotheLessor, the Lessee is renting the EquipmentonanASISbasis. In no event shall the Lessor have any liability for, nor shall the Lessee have any remedy against the Lessor for, consequential, special, incidental or punitive damages or any loss of profits or savings, loss of use or any other commercial loss in connection with this Lease Contract and tfie Equipment. `the Lessee agrees to indemnify the Lessor from any and all claims, actions, suits, proceedings costs, expenses, damages, liabilities arising out d, connected with or resulting from the Equipment. f the Equipment is not properly installed does not operate as represented or warranted by the vendor ormanufactureroftheftuipmentorisunsatisfactoryforanyreason, the Lessee shah makeanyclaimonaccouneroofsolelyagainstthevendorormanufacturerdtheEquipmentandshallneverthelesspaytotheLessorallamountspayableunderthisLeaseContract. The Lessee acknowledggeess that the Lessor is not an agent of the manufacturer or vendor of the Equipment and that the vendor and manufacturer of the Equipment are not agents of the Lessor. To the extent that they are assignable, all warranties from the vendor and manufacturer in respect of the Equipment are herebyassigned to the Lessee. 5. EGIU1PMEl ff TO REMAIN PERSONAL PROPERTY. The Lessor and Lessee herebyagreethattheEquipmentshallalwaysremainandbedeemedpersonalormoveable Property even though the Equipment may hereafter become attached or affixed to realty. The Lessee shall be responsible for the installation and removal of the Equipment and shall indemnify and save the Lessor harmless from any damage to any real estate, building or structure arising from the installation or removal of the Equipment. The Lessee shall not, without the prior written consent of the Lessor, make any alterations, additions or improvements to the Equipment. All such alterations, additions and improvements shall become partd the Equipment and shall bethe property d the Lessor. The Lessor shall have access to the Equipment at all reasonable times for the purpose of inspecting the Equipment. T LAWS, TA>ES AND FEES. The Lessee shall, a1 its sole expense, comply with all laws, regulations and orders relating to this Lease Contract and the Equipment and agrees to paywhenduealllicensefees, assessments and all other taxes or penalties and interest now or hereafter imposed in respect of the Equipment, its use or any interest therein, a any rental payments, including, but not limited to, all federal, provincial or local taxes however designated, levied or assessed, whether upon the Lessee, the Lessor or the Equipment or its sale, ownership, use oroperation (bin excluding income and capital taxes of the Lessor). The Lessee acknowledges that statements under the various Provincial Personal Property Security Acts may be registered by Lessor with respect to this Lease Contract and herebywaivesreceiptof, and the right to receive, a copy of any such registered statement or verification statement with respect thereto. The Lessee agrees to pay to the Lessor a minimum documentation fee d 5100.00 to be billed with the first rental payment to cover the account set-up administration and registration costs of the Lessor. The Lessee also agreestopayafeeof $5.00 for each rental invoice, notice or statement produced and sent to the Lessee should payment hereunder, for whatever reason, not be made by pre -authorized means. 8. ASSIGNMENT. The Lessee agrees not to transfer, sell, assign, sublet, pledge or encumber either the Equipment or any part of the Equipment or any rights or obligations under this Lease Contract without the prior written consert d the Lessor and, notwithstanding the Lessors consent, the Lessee, its heirs, executors, administrators, successors, trustees and assigns and any guarantor shall remain joirtly and severally liableunderthisLeaseContracttogetherwiththeLesseesassigneeorsib -lessee. The Lessor shall be paid a fee d $40CF00 on account of its processing costs associated with an assignment or sub -lease. The Lessor may at any time assign all or part of its right, title and interest in this Lease Contract and the Equipment and the Lessor may grant security interests in the Equipment Sul to the Lessees rights therein as set forth in this Lease Contract and, in such events, all of the provisions of this Lease Contract for the benefit of the Lessor shall inure to the benefit of the Lessors assignee but such assignee shall not be liable for or be required to perform any of the Lessors obligations to the Losses. All rentalpaymentsdueandtobecomedueunderthisLeaseContractandassignedbytheLessor shall be paid directly to the Lessors assignee upon written notice of sucFi assignment to theLesseeandtherightdsuchassigneetothepaymentofassignedrentalsandthe performance of all -Lessees obligations and to exercise any other rights of the Lessor hereunder shall not be subject to any defense, counterclaim or set-off which the Lessee mayhaveorassertagainsttheLessorandtheLesseeherebyagreesthatitwillnotassertanysuchdefenses, set -offs or counterclaims and claims against the Lessor's assignee. 9. TERMNA11ON AND RENEWAL At the termination of this Lease Contract or upon theLessee's default, the Lessee shall, at its own expense, deliver the Equipment to the Lessor at such place as the Lessor may designate in writing. The Equipment shall be delivered totheLessoringoodorderandrepairexceptthatordinarywearandtearshallbeexcepted. InthecaseofcomputerorsimilarEquipment, the Lessee shall remove all confidential data and all password and security protection from hard drives and other storage media and shallreturnsuchEquipmentboxedwithunitsinpaddedcarryingcasesorbubblewrap. TheLesseeshallgivetheLessor90dayswrittennoticepriortoterminationofthisLease Contract d its intention to return the Equipment. If the Lessee chooses to return the Equipment upon the termination of this Lease Contract but returns it incomplete, the Lessee shall be fully liable to the Lessor for the value of the unreturned components as determined by the Lessor. If the Lessee does not return the Equipment to the Lessor upon the termination of this Lease Contract in accordance with the terms of this paraggraph, then this Lease Contract shall be automatically renewed for an additional twelve (T2) month term subject to the same terms and conditions hereof (including the renewal provision) and theperiodicrentpayableduringsuchrenewalperiodwillbetheamountdueforthelastsuch period prior to the expiry of the initial Term of this Lease Contract. 10. INSURANCE The Lessee assumes the entire risk of loss or damage to the equipment from any cause whatsoever. No loss or damage to the equipment or any part there of, shallaffectorimpairtheobligationsoftheLesseehereunderwhichshallcontinueinfullforceand effect. The Lessee shall obtain and maintain for the entire term of this Lease Contract, at its own expense, insurance against loss or damage to the equipment including without limitation, loss by fire and theft, naniing the Lessor as the sole loss payee. The amount of insurance covering damage to or loss d the equipment shall not be less than the full replacement value of the equipment. Such insurance and written evidence thereof shall be delivered to the Lessor or the Lessors designee upon request and must be satisfactory to the Lessor. If the Lessee fails to provide sucFi evidence within 60 days of any request to do so, then the Lessorshallhavetherightbutnottheobligation, to have the Lessors own insurance placed at theLesseesexpense. the Lessor may al the Lessors discretion use the Lessors insurance ontheequipmentattheLesseesexpenseuntilevidenceofsatisfactoryinsuranceisreceivedbythe Lessor or the Lessors designee. The Lessees expense shall indude the full prernium paid for the Lessors insurance (not reduced bby any credit or refund or any other amount dueor paid totheLessorortheLessorsaffiliatewithrespecttotheLessorsinsurance) and any charges or fees of the Lessor and of its designees associated with the Lessors insurance. The Lessee shall pay such amounts in equal instalments allocated to each lease payment plus interest onsuchamountsat1.5% per morth or the highest rate permitted by law,'whichever is less. In the event that any item of equipment shall become lost, stolen, destroyed or damaged beyond repair for any reason, or in the event of any condemnation, confiscation, theft or seizure orexpropriationofsuchItem, the Lessee shall promf. pay to the Lessor an amount equal to (1) the cost that the subject lease is based on and (2 IL amount of income earnedby the Lessor to the date d repudiation as determined by generally accepted and standard accounting pnmiples as they pertain to instalment payment transaction and (3) the amount d any salestaxesremittedbytheLessorinrespecttotheLesseesunpaidpaymentslessthetotaldtherentalpaymentsandunencumberedrentaldeposits, if any, not including sales taxes, made by the Lessee. 11. COLLECTION CHARGES. If any part d any sum is not paid when due, Lessee agrees to pay Lessor a late charge d Ten Dollars 11$10. 00) for each month said amount is deti"nquent, plus interest on the delinquent payment om the due date until paid at the rate of 2496 per amum. If a cheque is reamed lo fhe Lessor by the Lessees bank, the lessee agrees to paytheLessorachargestiMatedatthegreaterd $15.00 or the actual charges to Lessor plus other amounts allowed law. 12. NOTICE Until the essor and Lessee notify each other of any new address in writing, any invoice or notice required by this Lease Contract or by law is validlyg van when mailedppoosstageprepaidbyfirstclassmailtotheaddressprovidedherein, subject to applicableIaw.Lessor and Lessee hereby agree that all documents, including this Lease Contract, sort by, facsimile or other means of electronic transmission to the other party shall be consideredonglnaldocuments. 13. DEFAULT; RENEDIES. If the Lessee fails to pay any rent or other amount hereinprovided within five (5) days atter 0 is due and payable, or if the Lessee fails to observe, keep or perform any other provision of this Lease Contract, or it the Lessee ceases doing business as a gang concer or if a petition is filed by or against the Lessee under the Bankruptcy and Insolvency Act (Canadaor any amendment thereto, or it a receiver is appointed for theLesseeoritsproperty, or 0 the Lessee becomes insolvent, makes an assignmert for thebenefitdcreditors, offers a composition or extension of any of its indebtedness or d the Lessee, without the Lessors prior written consent, attempts to remove, sell, transfer, encumber, sublet or part with the possession of said equipment, or if the Lessor deems its equipment to be in jeopardy, the Lessor may deem the tease to be in default. If the default isnotremediedbytheLesseewithinfive (5) days of any written notice, then the Lessor or itsagentshalthavetherighttoexerciseanyoneormoreofthefollowingremedies: (a) to declare the entire amount of rent herein immediately due and payable, without notice or demandtothe Lessee; (b) to sue for and recover from the Lessee an amount equal to the unid balance of the rent due and to become due during the term d this Lease Contract; and (c to enter upon Lessees premises, with or without notice, court order or other process law, to take possession of any or all items of Equipment without demand or notice wherever same may be located. Upon retaking possession d any or all items of Equipment, the Lessor may, at its optiortt (Drent the repossessed Equipment, or any, part thereof, to any third party on suchtermsandconditionsasLessormaydetermine; or il sell the Equipment, or any part thereof, to the highest bidder at a public auction or at Priv Is sale. All net proceeds of the foregoing shall be applied against amounts owinngg pursuant to the terms of this Lease Contract after deducting all reasonable costs incurred in connection with such disposition. Lessee hereby waives any and all damages occasioned by such taking of possession. Any said taking d possession shall not constitute a termination of this Lease Contract and shall not relieve the Lessee of its original obligations herein unless the Lessor expressly so notifies the Lessee in writing Should any legal proceedings be instituted b the Lessor to recover any moniesdueandtobecomeduehereinorfortherepossessionoftheEquipment, the Lessee shaA be liable for and pay for ah reasonable attorneys fees and costs incurred. Additionally, the Lessee shall pay to the Lessor as compensation for additionaladministrativeandclericalwork, an amount equal to 15% of the total amours payable here under. Interest on the total amount payable, at the rate of 18% per annum, will be calculated monthl fromthe date of default. 14. RE AGREEMENT- This Lease Contract contains the entire agreement between the Lessor and the Lessee and may not be modified except by a written agreement properlyexecutedbytheLessorandtheLessee. Notwithstanding the foregoing, the Lessee herebyauthorizestheLessor, without further notice, to complete the description d the Equipment including the quantity and serial numbers and other identification data when such isdetermined, to fill in any blank spaces on this Lease Contract, to date the Lease Contract andtomakesuchotherclericalmodificationsasmayberequiredThisLeaseContractshallbe binding upon and inure to the benefit of the parties hereto, their permitted successors and assigns. 15. GOVERNNG LAW- This Lease Contract shall be interproted and enforced in accordancewiththelawsoftheProvincewhereintheEquipmentislocatedTheprovisionsofThe Limitations of Civil Rigghts Act (Saskatchewan), Sections 19 to 24 of the Sale of Goods on Conditions Act (Britisfi Columbia) and Sections 47, 49 and 50 of the Laws of Property Act Alberta) are waived by the Lessee. 6. CREDIT INVEST(GAT10N. The Lessee hereby consents to the Lessor conducting apersonalinvestigationorcreditcheckupontheLesseesubjecttoapplicablelegislation. 1T. ADD-ON EQUIPMENT. The Lessee and the Lessor agree that additional equipment Add- On Equipment) may be leased pursuant to this agreement. The agreemert for suchAdd -On Eguitpmeet s(all be subject to the temps and conations d this Lease Contras except as specifically provided in writing- Any such writin which may include a purchase order issued by the Lessee for such Add -On Eguipment, all preside: (1 reference to this Lease Contract; (2) a description of the Add -On Equipment; ((3) the Term of)such Agreement; (4) the paymort frequency and number d payments; and (5) the payment amount for the Add -On Eq"u'pment. it CONTRACT REPLACEMENT It the Lessee has a rental or lease contract that Is being terminated and replaced by this Lease Contract Lessee hereby. acknowledges and consents that the remaining balance d payments and other amounts owing under any such replaced contract are included in the payment amounts due under this Lease Contract. 19, MSCELLA SOUS• Time is of the essence with respect to this Lease Contract. No waiver by the Lessor of any default shall constitute a waiver of any other default by the Lessee orwaiveroftheLessorsrights. If more than one party siam this Lease Contract as Lessee and Co -Lessee, each party shall be jointly and severalliable` Any provision of this LeaseContractwhichisunenforceableinanyjurisdictionshat, as to such jurisdiction, be ineffectivetotheextertofsuchprohibitionorunenforceabilitywithoutinvalidatingtheremainingprovisionshereofandanysuchprohibitionorunenforceabilityinany, jurisdiction shall notinvalidateorrenderunenforceablesuchprovisioninanyotherjurisdiction. This Lease Contract and all other documents associated with this Leese Contract and all communications shall be in English. Les parties aux prisentes conviennert i ce qua ce document at tous autres documents at communications associis seront r6dig4s on angitis. 20. FACSIMILE OF A SIGNATURE Lessee and Lessor acknowledoe that a facsimile of a signature shall be accepted as an original execution. 0E I Pre -Authorized Debits (PADs) Agreement MCAP Leasing Inc. IMe authorize MCAP Leasing Inc., and the financial institution designated herein (or any other financial institution I/we may authorize at any time) to begin deductions as per my/our instructions for monthly fixed or variable regular recurring payments and/or one-time payments from time to time, for payment of all charges under my/our MCAP Leasing Inc. account(s). Regular fixed or variable monthly payments for the full amount of services delivered will be debited to my/our specified account on the 1 st (first) day of each month. This authorization is to remain in effect until MCAP Leasing Inc. has received written notification from me/us of its change or termination. This notification must be received at the address provided below at least thirty (30) days before the next debit is scheduled. I/We may obtain a sample cancellation form, or more information on my/our rights to cancel a PAD Agreement at mylour financial institution or by visiting www.cdnpay_ca. I/We acknowledge that the present PAD Agreement applies solely to the method of payment between me/us and MCAP Leasing Inc. and that the PAD Agreement and any cancellation of that Agreement will not have any effect whatsoever with respect to any contract for goods and services between me/us and MCAP Leasing Inc. and will not terminate any other obligation that I/we may have with MCAP Leasing Inc. MCAP Leasing Inc. may not assign this authorization without providing prior written notice to me/us of the full details of such assignment, including the identity and contact information of the assignee, in advance of any PAD being issued In the assignee's name. I/We have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAD that is not authorized or is not consistent with this PAD Agreement. To obtain a form for a Reimbursement Claim, or for more information on my/our recourse rights, I/we may contact my/our financial institution or visit www.cdnpay.ca. Lessee and Lessor acknowledge that a facsimile of a signature shall be accepted as an original execution. Lessee Name(s): TOWN OF TILLSONBURG Lease Reference #: 315812 - 176840 Address: 200 BROADWAY City: TILLSONBURG Province: ONTARIO Postal Code: N4G 5A7 Phone Number (Bus.): (519) 842-6428 I Bank Name: Branch No.(5 digits): Bank Address: City. Authorized Cheque Signor(s): 1E 11M Bank No.(3 digits): Province: Account No.: Postal Code: I ................... Date: Date: I ........ ............ PAD Agreement for payments made for business purposes. Void Cheque Required ° ; '- MCAP Leasing I nc. 5575 North Service Road, Suite 300 Burlington, ON UL 6M1 Tel: 1 800 263-5137 Email: funding.specialistsOmcap.com www.rngAp.com j MCAP March 12, 2010 PURCHASE OPTION TOWN OF TILLSONBURG 200 BROADWAY TILLSONBURG, ONTARIO N4G 5A7 This will confirm that the LESSEE has the option of purchasing the equipment as described on the Lease Contract for Lease Reference # 315812 - 176840 (the "EQUIPMENT"), which it has leased from MCAP Leasing Limited Partnership by its general partner MCAP Leasing Inc. ("MCAP Leasing") pursuant to a Lease Agreement dated February 01, 2010 on the option date set forth hereunder (the "OPTION DATE") by providing written notice of its intention to exercise this option to arrive in the offices of MCAP Leasing, 5575 North Service Rd. Suite 300, Burlington, Ontario, L7L 6M1 (FAX: 905-639- 5902) no more than 120 days prior to and no less than 30 days prior to the OPTION DATE, provided that the LESSEE is not in default under the said Lease Agreement. Upon the LESSEE properly exercising this option, the LESSEE shall pay to MCAP Leasing on the OPTION DATE the Option Amount applicable hereunder plus an Administration and/or Discharge Fee where applicable, plus all applicable taxes (collectively, the "PURCHASE PRICE") and upon receipt of the PURCHASE PRICE, MCAP Leasing. shall sell and convey good title to the EQUIPMENT at its then location and in its then condition without any warranties or representations whatsoever, either expressed or implied, as to the durability, suitability, quality or condition of the EQUIPMENT. OPTION DATE OPTION AMOUNT (Plus Applicable Taxes) At the end of the 36 month $10.00 of the term of the said Lease Agreement. In the event that the LESSEE does not exercise this option, the Lease Agreement shall continue to its termination at which time the LESSEE may return the EQUIPMENT to MCAP Leasing, purchase the EQUIPMENT from MCAP Leasing at its then fair market value or retain the EQUIPMENT subject to the terms and conditions of the Lease Agreement including the obligation to pay rental to MCAP Leasing.