EXHIBIT 10.13
MASTER LEASE AGREEMENT
NUMBER 912364
LESSEE NAME AND ADDRESS
STAMPMASTER, INC.
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Terms and Conditions
1. LEASE. LESSOR and LESSEE agree that the terms of this Master Lease
Agreement shall apply to and be incorporated by reference in one or more Lease
Schedules in substantially the form of Exhibit A hereto which reference(s) the
Master Lease Agreement Number indicated above). The word "LEASE" shall mean any
one of the individual Lease Schedules executed hereunder, each of which shall
incorporate the terms and conditions of this Master Lease Agreement and shall be
evidenced by the original Lease Schedule and an attached copy of its Master
Lease Agreement. The word "EQUIPMENT" shall mean the equipment which is the
subject of any one of the LEASES. Each Lease Schedule will include an EQUIPMENT
description, the EQUIPMENT location, the minimum lease term and payment and
security deposit information. Each LEASE shall be enforceable upon execution by
LESSEE and subsequent counter-signature by LESSOR indicating acceptance.
2. RENTAL PAYMENTS. Unless otherwise agreed in writing, each regular periodic
payment of rent due during the term of each LEASE shall be due on the first day
of the month (the billing date). The first billing date under each LEASE shall
be the first day of the month following LESSEE's acceptance of the EQUIPMENT,
or, if LESSEE's acceptance occurs after the 20th day of a month, then the first
billing date shall be the first day of the second month following LESSEE's
acceptance. LESSEE shall pay pro rated rent, together with applicable taxes,
from the date of acceptance of the EQUIPMENT until the first billing date as
interim rent. In addition, LESSEE shall pay to LESSOR as additional interim
rent an amount equal to one thirtieth of the proportional money rental payment
per day for any amount funded by LESSOR prior to acceptance of the EQUIPMENT by
LESSEE. LESSEE agrees to pay rent for the minimum term specified above
following the interim rent period and until the EQUIPMENT is returned to LESSOR
on expiration or earlier termination of the LEASE. Each periodic rental
installment shall be the sum set forth above or on an attached schedule plus any
applicable sales and/or use taxes, and shall, at LESSOR's option, include a pro
rata portion of that year's property tax. Payments shall be made by LESSEE at
LESSOR's address set forth herein or as otherwise directed by LESSOR. LESSEE
shall not ▇▇▇▇▇, set off, deduct any amount or reduce any payment for any reason
without the prior written consent of LESSOR. Payments are delinquent if not in
LESSOR's possession by the due date.
3. COMMENCEMENT AND TERMINATION. The LEASE term shall commence on acceptance
of the EQUIPMENT by LESSEE. The LEASE shall terminate on the expiration of its
minimum term in months as set forth in the Lease Schedule following the first
billing date and the fulfillment of all obligations of LESSEE thereunder or upon
notice by LESSOR in the case of LESSEE default. In the event LESSEE retains
part or all of the EQUIPMENT beyond the term of the LEASE, then the terms of the
LEASE shall stay in effect during such hold-over period, subject to LESSOR's
right on default to terminate the LEASE.
4. NO WARRANTIES BY LESSOR. LESSOR makes no warranty, express, implied or
statutory, as to any matter whatsoever, including the condition of the
EQUIPMENT, its merchantability or its fitness for any particular purpose, and as
to LESSOR, LESSEE lenses the EQUIPMENT "as is".
5. CHOICE OF LAW, VENUE AND JURISDICTION. The LEASE shall be deemed to have
been made and shall be construed in accordance with the laws of the State of
Oregon or breach of the LEASE must be instituted and maintained in Multnomah
County, State of Oregon, and LESSEE expressly agrees to submit to personal
jurisdiction in such venue.
6. ASSIGNMENT. Without LESSOR's prior written consent, LESSEE shall not
assign, transfer, pledge, hypothecate or otherwise dispose of the LEASE, any
interest therein, or sublease or loan the EQUIPMENT or permit it to be used by
anyone other than LESSEE or LESSEE's qualified employees. LESSOR may assign the
LEASE and/or grant a security interest in the EQUIPMENT, in whole or in part, to
one or more assignees, without notice to LESSEE. LESSOR's assignee(s) and/or
the secured party(ies) may reassign the LEASE, and/or such security interest
without notice to LESSEE. Each such assignee and/or such secured party shall
have all rights of LESSORS under the LEASE, but no such assignee or secured
party shall be bound to perform any obligation of LESSOR, LESSEE shall recognize
each such assignment and shall not assert against any assignee and/or secured
party any defense, counterclaim or setoff it may have against LESSOR. LESSEE
acknowledges that any assignment or transfer by LESSOR shall not materially
change LESSEE's duties or obligations under the LEASE nor materially increase
the burdens or risks imposed on LESSEE.
7. SELECTION AND ACCEPTANCE OF EQUIPMENT. LESSEE has selected both the
EQUIPMENT and the supplier(s) from whom LESSOR is to purchase the EQUIPMENT.
LESSEE shall arrange for transportation, delivery, and installation of the
EQUIPMENT at LESSEE's expense. LESSEE acknowledges that it has examined the
EQUIPMENT as fully as it desires. If the EQUIPMENT is not properly installed,
its delivery is delayed, it does not operate as represented by the supplier(s)
or it is unsatisfactory for any reason. LESSEE shall make no claim on account
thereof against LESSOR. LESSEE authorizes LESSOR to insert in the LEASE or
other documents the serial numbers and other identification information for the
EQUIPMENT as determined by LESSOR.
8. SUPPLIER/BROKER NOT AGENT OF LESSOR. LESSEE understands and agrees that
neither the supplier(s), nor any salesperson or agent of the supplier(s), is an
agent of LESSOR. LESSEE further agrees that if any transaction hereunder is
presented to LESSOR by a lease broker, that such broker is acting as an agent of
LESSEE and is not an agent of LESSOR. No salesperson or agent of the
supplier(s) or broker(s) is authorized to waive or alter any term or condition
of the LEASE, and no representation as to the EQUIPMENT or any matter by the
supplier(s) or broker(s) shall in any way affect LESSEE's duty to pay rent and
perform its other obligations set forth in the LEASE.
9. SECURITY DEPOSIT. Security deposits received by LESSOR are to guarantee
prompt and full payment of rent and the faithful and timely performance of all
provisions of the LEASE by LESSEE. Security deposits secure all obligations of
LESSEE to LESSOR under the LEASE or otherwise. No interest shall accrue on the
security deposit to the account of LESSEE. If LESSEE is not in default under
any agreement with LESSOR, the security deposit shall be returned to LESSEE at
the end of the LEASE term. In the event LESSEE defaults on any of its
obligations to LESSOR, LESSOR shall have the right, but shall not be obligated,
to apply the security deposit to cure such default. LESSEE shall, within ten
(10) days, restore the security deposit to the full amount held by LESSOR prior
to its application to cure such default.
10. CANCELLATION FOR NON-DELIVERY. If within 30 days after the LEASE is signed
by LESSEE, the EQUIPMENT has not been delivered to and accepted by LESSEE and if
LESSOR has accepted the LEASE by signing. LESSOR, by written notice to LESSEE,
shall have the option at any time thereafter to terminate LESSOR's obligation,
if any, to lease the subject EQUIPMENT to LESSEE.
11. RETURN OF EQUIPMENT. On the expiration or earlier termination of the
LEASE, or on LESSEE default if LESSOR chooses, LESSEE, at its expense, freight
prepaid with full original value declared and insured, shall immediately return
the EQUIPMENT unencumbered to LESSOR in good repair, condition and working
order, ordinary wear and tear resulting from proper use thereof alone excepted,
by properly packing it for shipment and delivering it to any place designated by
LESSOR.
12. OWNERSHIP. The EQUIPMENT shall at all times remain the personal property
of LESSOR. LESSEE will at all times protect and defend, at its own cost and
expense, the ownership of LESSOR against all claims, liens and legal processes
of creditors of LESSEE and other persons, and keep the EQUIPMENT free and clear
from all such claims, liens and processes. If the LEASE is deemed at any time
to be one intended as security or should LESSOR agree at any time to sell the
EQUIPMENT to LESSEE, LESSEE agrees that the EQUIPMENT shall secure, in addition
to the indebtedness set forth in the LEASE, indebtedness at any time owing by
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LESSEE to LESSOR. Notwithstanding any other terms and conditions of the LEASE,
in the event that the EQUIPMENT includes computer software, LESSEE agrees that
LESSOR has not had, does not have, nor shall have any title to such computer
software. LESSEE may have executed or may execute a separate software license
agreement(s) and LESSEE agrees that LESSOR is not a party to nor responsible for
any performance with regard to such license agreement(s).
13. LOCATION AND RIGHT OF INSPECTION. The EQUIPMENT shall be kept at the
location specified on the Lease Schedule or, if none is specified, at LESSEE's
address as set forth therein, and shall not be removed therefrom without
LESSOR's prior written consent. LESSOR shall have the right at any time during
normal business hours and upon reasonable notice to inspect the EQUIPMENT and
for that purpose has access to the location of the EQUIPMENT.
14. USE AND OPERATION. LESSEE shall use the EQUIPMENT in a careful manner and
shall comply with all laws relating to its possession, use and maintenance.
LESSEE represents that the EQUIPMENT shall be used in its business or commercial
concern and that no item of EQUIPMENT will be used for personal, family or
household purposes.
15. REPAIRS AND ALTERATIONS. LESSEE shall at its own expense maintain the
EQUIPMENT in good repair, appearance and functional order. LESSEE agrees to
comply with all maintenance schedules and procedures recommended by the
manufacturer of the EQUIPMENT and, if available, purchase or otherwise enter
into and adhere to dealer maintenance contracts. LESSEE shall not make any
alterations, additions or improvements to the EQUIPMENT without LESSOR's prior
written consent. All alterations, additions or improvements made to the
EQUIPMENT shall belong to LESSOR.
16. LOSS AND DAMAGE. LESSEE shall bear the entire risk of loss, theft, damage
or destruction of the EQUIPMENT from any cause whatsoever and, as between LESSOR
and LESSEE, unless otherwise agreed between the parties. LESSEE shall bear that
risk of loss during transportation and delivery, and LESSEE shall arrange and
pay for transportation and delivery. No loss, theft, damage or destruction of
the EQUIPMENT shall relieve LESSEE of the obligation to pay rent or to comply
with any other obligation under the LEASE. In the event of damage to any item
of EQUIPMENT, LESSEE shall immediately place the same in good repair at LESSEE's
expense- If LESSOR determines that any item of EQUIPMENT is lost, stolen,
destroyed or damaged beyond repair. LESSEE shall, at LESSEE's option: (a)
replace the same with like equipment in good repair, acceptable to LESSOR; or
(b) pay LESSOR a sum equal to (i) all amounts due by LESSEE to LESSOR under the
LEASE up to the date of the loss, (ii) the unpaid balance of the total rent for
the remaining term under the LEASE which is attributable to said item of
EQUIPMENT, and (iii) an amount equal to eighteen percent (18%) of the original
cost of said item of EQUIPMENT, which the parties agree shall represent the fair
market value of LESSOR's residual interest in said item of EQUIPMENT. The
amounts in (ii) and (iii) shall be discounted to present value at a discount
rate of six percent (6%) per annum.
17. INSURANCE. LESSEE shall provide and maintain primary insurance against
loss, theft, damage or destruction of the EQUIPMENT in an amount not less than
the full replacement value of the EQUIPMENT, with loss payable to LESSOR. At
LESSOR's request, LESSEE also shall provide and maintain primary comprehensive
general all risk liability insurance. Such insurance shall include, but shall
not be limited to, product liability coverage, insuring LESSOR and LESSEE, with
a severability of interest endorsement or its equivalent, against any and all
loss or liability for all damages, either to persons, property or otherwise,
which might result from or happen in connection with the condition, use or
operation of the EQUIPMENT, with such limits and with an insurer satisfactory to
LESSOR. Each policy shall expressly provide that the insurance as to LESSOR
shall not be invalidated by any act, omission or neglect of LESSEE and cannot be
canceled without ten (10) days written notice to LESSOR. As to each policy,
LESSEE shall furnish to LESSOR a certificate of insurance from the insurer
evidencing the insurance coverage required by this Section. If LESSEE fails to
procure or maintain such insurance. LESSOR shall have the right, but shall not
be obligated, to obtain such insurance as to LESSOR's and/or LESSEE's interests.
In that event, LESSEE shall repay to LESSOR the cost thereof with the next
payment of rent, together with late charges as set forth in Section 23. LESSEE
irrevocably appoints LESSOR as LESSEE's attorney-in-fact to make claim for,
receive payment of, and execute and endorse all documents, checks or drafts
received in payment for loss or damage under such insurance policy(ies). All
obligations of this
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Section shall extend throughout the term of the LEASE and until the EQUIPMENT is
returned to LESSOR.
18. LIENS AND TAXES. LESSEE shall keep the EQUIPMENT free and clear of all
levies, liens and encumbrances. LESSEE shall pay LESSOR, on or before the due
date, all charges and taxes, local, state or federal, which may now or hereafter
be imposed upon the ownership, leasing, rental, sale, purchase, possession or
use of the EQUIPMENT, excluding, however, all taxes on LESSOR's income. If
LESSEE fails to pay said charges or taxes to LESSOR when due. LESSOR shall have
the right, but shall not be obligated, to pay said charges or taxes, and add the
same to the next payment of rent, together with late charges as set out in
Section 23. LESSEE agrees to pay a reasonable fee to LESSOR for the processing
of property tax payments.
19. INDEMNITY. LESSEE shall indemnify LESSOR against, and hold LESSOR harmless
from, any and all claims, actions, proceedings, expenses, damages and
liabilities, including attorney fees, arising in connection with the EQUIPMENT,
including, without limitation, its manufacture, selection, purchase, delivery,
possession, use, operation or return and the recovery of claims under insurance
policies thereon. This indemnity provision shall survive termination,
cancellation or breach of the LEASE.
20. MISCELLANEOUS REPRESENTA-TIONS OF LESSEE. LESSEE and any guarantor of the
LEASE shall provide LESSOR with such corporate resolutions, financial statements
not less than quarterly, and all other documents regarding the financial or
credit condition of LESSEE or any guarantor which LESSOR may request from time
to time. LESSEE represents and warrants that all credit and financial
information submitted to LESSOR in connection with the LEASE is true and correct
in all respects. LESSEE agrees that LESSOR and/or its assigns may at anytime
investigate the credit-worthiness of LESSEE using all available means.
21. UNIFORM PERSONAL PROPERTY LEASING ACT. To the extent permitted by
applicable law, and to the extent the LEASE is governed by the law of a
jurisdiction which has adopted a version of the Uniform Personal Property
Leasing Act (also known as "Uniform Commercial Code - Leases"), the parties
hereto agree that: (1) the provisions thereof conferring remedies upon a LESSEE
or imposing obligations upon a LESSOR shall not apply to the LEASE, its
interpretation, or its enforcement; and (2) the LEASE is a Finance Lease as
defined by Uniform Commercial Code - Section 2A-103(g). LESSEE acknowledges
that LESSEE has reviewed and approved any written Supply Contract(s) covering
the EQUIPMENT purchased from the Supplier(s) for lease to LESSEE. LESSEE
further acknowledges that LESSOR has informed or advised LESSEE, in writing,
either previously or in the LEASE, of the following: (a) the identity of the
Supplier(s); (b) that the LESSEE may have rights under the Supply Contract(s);
and (c) that the LESSEE may contact the Supplier(s) for a description of any
such rights LESSEE may have under the Supply Contract(s).
22. FINANCING STATEMENTS. At the request of LESSOR, LESSEE will join LESSOR in
executing financing statements pursuant to the Uniform Commercial Code. Lessee
hereby authorizes Lessor or its agents or assigns to execute financing
statements on LESSEE's behalf, and to file such financing statements in all
jurisdictions where such execution and filing is permitted. It is agreed that a
carbon or photocopy of any financing statement may be filed in place of the
original and that a copy hereof may be filed as a financing statement.
23. LATE CHARGES AND INTEREST. If LESSEE fails to pay LESSOR any amount when
due or, in the case of an amount due to one other than LESSOR, if LESSOR pays an
amount on LESSEE's behalf, then LESSEE shall pay LESSOR a late charge of $29,
plus five percent (5%) of such amount of $5, whichever is greater, for each
calendar month or part thereof for which rent or other sum shall be delinquent
or shall have been paid by LESSOR on LESSEE's behalf. If LESSEE fails to pay or
fails to perform other LEASE obligations, LESSEE agrees to pay LESSOR $19 for
each contact necessitated because of such failure. LESSEE also agrees to pay
LESSOR the sum of $29 for each check of LESSEE's returned uncollectable by
LESSEE's bank. The amount of any charges assessed hereunder shall be added to
and become part of the next rental payment or shall be separately invoiced, at
LESSOR's option. Interest shall accrue on any unpaid or unreimbursed amounts at
the maximum rate allowable by law or eighteen percent (18%), whichever is less,
from the due date until paid by LESSEE.
24. TIME OF THE ESSENCE. Time is of the essence of the LEASE. This provision
shall not be
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waived by the acceptance on occasion of late or defective performance.
25. DEFAULT. LESSEE shall be in default if (a) LESSEE shall fail to pay rent
or any other amount provided for under the LEASE within five (5) days after the
same becomes due and payable; or (b) LESSEE fails to observe, keep or perform
any other provision of the LEASE or of any other agreement with LESSOR, and such
failure shall continue for a period of ten (10) days; or (c) LESSEE shall
abandon the EQUIPMENT; or (d) except as inconsistent with Federal Bankruptcy
Law, any proceeding in bankruptcy, receivership or insolvency shall be commenced
against LESSEE or its property or any guarantor or such guarantor's property,
LESSEE or any guarantor files voluntarily for bankruptcy or reorganization, or
LESSEE or any guarantor makes an assignment for the benefit of its creditors; or
(e) LESSEE or any guarantor makes any misrepresentation or false statement as to
its credit or financial standing in connection with the execution or the further
performance of the LEASE; or (f) any attachment or execution be levied on any of
LESSEE's property; or (g) LESSEE permits any other entity or person to use the
EQUIPMENT without prior written consent of LESSOR; or (h) in the business and
affairs of LESSEE or any guarantor there occurs a material change which shall
impair the security of the EQUIPMENT or increase LESSOR's credit risk involved
in the LEASE.
26. REMEDIES. In the event of LESSEE default, LESSOR shall have the right and
option, but shall not be obligated, to exercise any one or more of the following
remedies, which remedies or any of them may be exercised by LESSOR without
notice to LESSEE and without any election of remedies by LESSOR and, if the
obligations of LESSEE are guaranteed by a guarantor or guarantors. LESSOR shall
not be obligated to proceed against any such guarantor or guarantors before
resorting to its remedies against LESSEE under the LEASE: (a) to the extent
permitted under applicable law, LESSOR and/or its agents may, without notice or
legal process, enter onto any premises of or under control of LESSEE or any
agent of LESSEE where the EQUIPMENT may be or is believed to be located and
repossess the EQUIPMENT, disconnecting and separating all thereof from any other
property, using all means necessary or permitted by law. LESSEE hereby
expressly waiving any right of action of any kind whatsoever against LESSOR
arising out of such access to or removal, repossession or retention of the
EQUIPMENT; (b) LESSOR may declare all sums due and to become due under the LEASE
immediately due and payable and institute litigation to collect the same; (c)
LESSOR may institute litigation to collect all rents and other amounts due as of
the date of such default together with any sums that may accrue up to the date
of trial; (d) LESSOR may institute litigation to specifically enforce the terms
of the LEASE; (e) LESSOR may terminate the LEASE; (f) LESSOR may require LESSEE
to return the EQUIPMENT pursuant to Section 11; and/or (g) LESSOR may pursue any
other remedy now, or hereafter, existing in law or equity. However, damages for
any future rentals and/or LESSOR's residual value in the EQUIPMENT shall be
discounted to present value at a discount rate equal to six percent (6%) per
annum. In the event of any default by LESSEE under the LEASE, LESSOR may at its
sole discretion, although it shall not be obligated to do so, sell the EQUIPMENT
at a private or public, cash or credit sale, or may re-let the equipment for a
term and a rental which may be equal to, greater than, or less than provided in
the LEASE. Any proceeds of sale or any rental payments received under the new
lease - less LESSOR's expenses of taking possession, reasonable attorney fees
and/or collection fees, storage and/or reconditioning costs, the costs of sale
or re-letting, and less LESSOR's fair market residual value in the EQUIPMENT -
shall be applied to LESSEE's obligations under the LEASE, and LESSEE shall
remain liable for the balance. LESSEE's liability shall not be reduced by
reason of any failure of LESSOR to sell or re-let.
27. EXPENSES OF ENFORCEMENT, ATTORNEY FEES. In the event of any default,
LESSEE shall pay LESSOR a sum equal to all expenses, including attorney fees, if
any, incurred by LESSOR in connection with the enforcement of any of LESSOR's
remedies and all expenses of repossessing, storing, repairing, and selling or
re-letting the EQUIPMENT together with interest on such amount at the maximum
rate allowable by law or eighteen percent (18%), whichever is less, from the
date such amount is paid by LESSOR. In the event litigation is instituted to
enforce any of the terms of the LEASE, the prevailing party shall be entitled to
recover from the other party such sum as the court may judge reasonable as
attorney fees at trial and upon appeal, in addition to all other sums provided
by law.
28. SUCCESSOR INTERESTS. Subject to any prohibition against assignment
contained herein, the LEASE shall be binding upon and inure to the
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benefit of the heirs, successors and assigns of the parties. As used in the
LEASE, the term "LESSOR" shall include any assignee or secured party of LESSOR
where appropriate.
29. MULTIPLE LESSEES. If more than one LESSEE is named herein, the reference
to LESSEE refers to each and the liability of each shall be joint and several.
30. NOTICES. Any written notice or demand under the LEASE may be given to a
party by mail at its address set forth on the Lease Schedule or at such address
as the party may provide in writing from time to time. Notice and demand so
made shall be effective when deposited in the United States mail duly addressed
with postage prepaid.
31. WAIVER. Failure of LESSOR at any time to require performance of any
provision of the LEASE shall not limit any right of LESSOR to enforce that
provision, nor shall any waiver by LESSOR of any breach or any provision be a
waiver of any succeeding breach of that provision or a waiver of that provision
itself or any other provision.
32. NUMBER AND CAPTIONS. As used herein, the singular shall include the
plural, and the plural the singular. All captions used herein arc intended
solely for convenience of reference and shall in no way limit or explain any of
the provisions of the LEASE.
33. DUPLICATE ENFORCEABLE AS ORIGINAL. LESSEE hereby consents to the use of
the original Lease Schedule, along with a photocopy of the fully executed Master
Lease Agreement, for all purposes including, but not limited to, evidence in
litigation or any other judicial proceeding.
34. SEVERABILITY. If any provision of the LEASE is held invalid, such
invalidity shall not affect other provisions which can be given effect without
the invalid provision.
35. ENTIRE AGREEMENT. This Master Lease Agreement and the Lease Schedule,
represent the entire, final and complete agreement of the parties pertaining to
the lease of the EQUIPMENT and supersede or replace all written and oral
agreements heretofore made or existing by and between the parties of their
representatives insofar as the lease of the EQUIPMENT is concerned, and no
modification or addition to the LEASE shall be binding unless agreed by a
corporate office, against whom enforcement is sought.
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- Please Request Any Changes Desired -
LESSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS ALL OF THE TERMS AND
CONDITIONS CONTAINED IN THIS MASTER LEASE AGREEMENT AND THAT THESE TERMS AND
CONDITIONS SHALL GOVERN EACH LEASE ENTERED INTO BY THE PARTIES.
LESSOR Date 6/5/98 LESSEE Date 5/28/98
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
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THIS MASTER LEASE AGREEMENT WILL NOT
BIND LESSOR OR BECOME EFFECTIVE UNTIL By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇▇, CFO
AND UNLESS LESSOR ACCEPTS IT BY SIGNING ------------------------------
ABOVE. ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇, Secretary
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