Equipment Lease Agreement - Inter-Tel Leasing inc. and YP.Net Inc.
INTER-TEL
LEASING, INC.
Total Lease Program
Lease Agreement
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LEASE NUMBER INTER-TEL ACCOUNT NO.
118440
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RENT COMMENCEMENT DATE: 05/01/02
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SCHEDULE OF PAYMENTS
36 MONTHLY PAYMENTS OF $3,040.58
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(applicable taxes to be billed)
EXCEPT AS OTHERWISE INDICATED BELOW:
[_] QUARTERLY
[_] OTHER ___________________________________________________________________
_____ PAYMENTS OF $ _______________________________________________
(applicable taxes to be billed)
PAYABLE AT SIGNING OF THE LEASE (check one)
[_] SECURITY DEPOSIT PER PARAGRAPH 5 $ ______________________________________
[_] FIRST _____ TOTAL PAYMENT $ _____________________________________________
[_] OTHER ___________________________________________________________________
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BRANCH OFFICE ADDRESS:
4909 E. McDowell Rd. Ste 106
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CITY COUNTY
Phoenix Maricopa
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STATE ZIP
Arizona 85008
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LOCATION OF EQUIPMENT IF OTHER THAN BELOW:
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CITY COUNTY
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STATE ZIP
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EQUIPMENT DESCRIPTION:
STATED ON ATTACHED SCHEDULE 1
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Dear Lessee: We have written this lease in plain language because we want you to
fully understand its terms. Please read your copy of this lease carefully and
feel free to ask us any questions you may have about it. We use the worlds you
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and your to mean the lessee indicated below. The words we, us and our refer to
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the lessor indicated below. The words the Branch refer to the branch office of
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Inter-Tel Communications, Inc. or Inter-Tel DataCom, Inc. or InterTel
Technologies, Inc. with which you have entered into a separate agreement to
install and maintain the equipment you are leasing. The words branch agreement
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refer to the agreement between you and the Branch for the installation,
maintenance and warranty of the equipment.
1. LEASE AGREEMENT: You agree to lease from us and we agree to lease to
you the equipment listed above, which you agree will be used for business
purposes only. You promise to pay us the sum of all of the rental payments
indicated on the schedule above and/or attached, which sun can be calculated by
multiplying the number of payments times the payment amount indicated on the
schedule(s). You may request, from time to time, that additional equipment
added will become a part of this agreement and also agree to pay the additional
rental payments due.
2. ORDERING EQUIPMENT: You request that we arrange delivery of the
equipment to you by the Branch. If the equipment has not been delivered,
installed, and accepted by you within forty-five (45) days from the date that
we ordered the equipment, we may on ten (10) days written notice to you
terminate the lease and our obligations to you. In the event that we have
issued a purchase contract or order for the equipment, you agree that the
purchase order or contract is acceptable to you. If you have entered into a
purchase contract for the equipment, you agree to assign it to us, effective
when we pay for the equipment.
3. NO WARRANTIES: WE ARE LEASING THE EQUIPMENT TO US "AS IS". WE MAKE
NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE OR ORDINARY USE IN CONNECTION WITH THIS LEASE. If the branch
or anyone else has made a representation or warranty to you as to the equipment
or any other matter, you agree that any such representation or warranty shall
not be binding on us, nor shall the breach of such relieve you of, or in any way
affect, any of your obligations to us under this lease. If the equipment is not
satisfactory for any reason, you shall make your claim only against the Branch
and you shall nevertheless pay us all rent payable under this lease. So long as
you are not in default under any of the terms of this lease, we transfer to you
any warranties made to us by the Branch, manufacturer or supplier. You
understand and agree that only an authorized officer of Inter-Tel Leasing, Inc.
is authorized to waive or change any term or condition of this lease and no
change is valid until and unless it is reduced to writing and signed by both
parties. YOU AGREE THAT, REGARDLESS OF CAUSE, YOU WILL NOT ASSERT ANY CLAIM
WHATSOEVER AGAINST US FOR LOSS OF PROFITS YOU EXPECTED TO MAKE OR ANY OTHER
DIRECT, SPECIAL OR INDIRECT DAMAGES. You acknowledge that we shall not be
responsible for any service, repairs, or maintenance or service provided by the
Branch. We are not a party to the Branch Agreement or any other agreements
between you and the Branch, and even if you have a dispute regarding any
maintenance or service provided by the Branch, you will continue to pay us all
payments due under this lease and all schedules to this lease. We agree to use
our best efforts, on your behalf, to cause the Branch to perform its obligations
under the Branch Agreement.
4. NON-CANCELLABLE LEASE: Except as provided by the upgrade provision
contained in the Branch Agreement, this lease cannot be cancelled.
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS
LEASE
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ACCEPTED: INTER-TEL LEASING, INC. LESSOR
1140 WEST LOOP NORTH, HOUSTON, TEXAS 77055-7218
BY: /s/ Susan Otto, VP DATE: 5-17-02
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DELIVERY AND ACCEPTANCE OF EQUIPMENT
I HEREBY CERTIFY ON BEHALF OF THE LESSEE THAT ALL OF THE EQUIPMENT TO BE LEASED
HAS BEEN DELIVERED AND INSTALLED. THE INSTALLATION AND ALL OTHER WORK NECESSARY
FOR THE EQUIPMENT'S USE HAS BEEN SATISFACTORILY COMPLETED. THE DELIVERY DATE IS
THE DATE THIS ACCEPTANCE IS SIGNED.
Signature X /s/ Carl Puerschner Date: 4-19-02
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Print Name: Carl Puerschner Time: DOT.
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LESSEE (FULL LEGAL NAME)
YP. NET, INC
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4840 E. Jasmine St. Suite 105 Attn: Acctng
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BILLING ADDRESS
Mesa Maricopa AZ 85205
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CITY COUNTY STATE ZIP
PHONE NO. (480) 860-0011 DATED 02/12/02
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(THE UNDERSIGNED CERTIFIES THAT THE EQUIPMENT SHALL BE USED FOR BUSINESS
PURPOSES AND AGREES THAT NO MODIFACTION TO THE LEASE WILL BE EFFECTIVE UNLESS
MADE IN WRITING AND SIGNED BY BOTH PARTIES.
BY X /s/ Pamela Thompson
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Print Name Pamela Thompson, CFO, Sec CFO
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PERSONAL GUARANTY
I guarantee that the lessee will make all payments and pay all the other
charges required under this lease when they are due and will perform all other
obligations under this lease fully and promptly. I also agree that you may make
other arrangements with the lessee and I will still be responsible for those
payments and other obligations. You do not have to notify me if the lessee
fails to meet all of the obligations under the lease. If lessee fails to meet
all of its obligations, I will immediately pay in accordance with the default
provisions of the lease all sums due under the original terms of the lease and
will perform all other obligations of lessee under the lease. I will reimburse
you for all the expenses you incur in enforcing any of your rights against the
lessee or me, including attorney fees. If this a corporate guaranty, it is
authorized by the Board of Directors of the guaranteeing corporation. If this
is a partnership guaranty, it is authorized under the partnership agreement.
THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. I AGREE AND
CONSENT THAT THE COURT OF THE STATE OF TEXAS, HARRIS COUNTY OR ANY FEDERAL
DISTRICT COURT HAVING JURISDICTION IN THAT COUNTY SHALL HAVE JURISDICTION AND
SHALL BE PROPER LOCATION FOR THE DETERMINATION OF DISPUTES ARISING UNDER THIS
LEASE. I agree and consent that you may serve me by registered or certified
mail, which will be sufficient to obtain jurisdiction. I waive trial by jury in
any action between us.
X
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PERSONAL GUARANTOR SIGNATURE PRINT NAME SOCIAL SECURITY NUMBER DATED
X
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PERSONAL GUARANTOR SIGNATURE PRINT NAME SOCIAL SECURITY NUMBER DATED
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<PAGE>
INTER-CEL
TECHOLOGIES, INC.
SCHEDULE 1
EQUIPMENT ITEMIZATION and SYSTEM FEATURES FOR
YP.net
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PBX EQUIPMENT CABINET SYSTEM
1 AXXESS 256 NT-CPU Desktop PBX
1 AXXESS Expansion Cabinet
1 Voice Mail 8 Ports - NT Platform (150 Hours Storage)
1 OPC Card
1 DSP PAL
TERMINALS:
10 Executive Digital Telephone with 6 lines x 16 character Display
10 Standard Digital Telephone with 2 lines x 16 character Display
40 Basic Digital Keysets
2 Busy Lamp Field/DSS
2 PCDPM (for DSS/BLF)
3 INT2000 Cordless Phones
STATION CARDS:
4 DKSC- 16 Port Digital Station Card (equipped for 64 digital phones)
1 SLC- 16 Ports, AC Ring (for Oaisys application)
1 Power Supply for SLC-16
TRUNK/LINE CARDS:
3 AXXESS T1/PRI Card with CSU, 2 DTMP Senders & Cable
2 AXXESS T1 Card with CSU, 2 DTMF Senders and Cable
1 AXXESS 4 Port Loop Start CO Card
1 AXXESS 4 Port Daughter CO Card
SOFTWARE:
1 AXXESS 5.3 100-Unit Standalone Software Key
TASKE ACD CAL REPORTING:
1 TASKE Mitel to Inter-Tel Path**
1 Additional Supervisor Client
<PAGE>
INTER-CEL
TECHOLOGIES, INC.
SCREEN POP APPLICATIONS (OASYS):
1 OAISYS Net Server Software
25 NetPhone
1 Auto Call Record
1 Call-Router, System Level
1 Database Assistant
12 Voice Assistant Software
3 4 Port Analog Voice Card
1 OAISYS 2000 Server (Base server - all options extra)
OTHER:
1 Music-On-Hold Hook-up
1 Desktop OAIC Developers Toolkit
1 Reader Board for ACD 2 lines x 54 characters
1 150 foot/50 pair feeder cable
1 Prewire for reader board
Lot Installation & Training
1 Yr Parts & Labor Warranty
TOTAL SYSTEM PRICE: $109,890.55
TOTAL SALE PRICE: $ 83,500.00**
* Price include Qwest Local Service w/2 Free Rental T1 cards
** Upgrading existing Mitel TASKE to Inter-Tel version
Inter-Tel Technologies, Inc YP.net
/s/ Suzette Chezman /s/ Angelo Tullo
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Signature Signature
2/4/02 2/4/02
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Date Date
<PAGE>
SCHEDULE II
To Branch Agreement for
Installation, maintenance and warranty of equipment
AXXESS (36 MONTHS)
This Schedule 2 more particularly identifies the Customer's options relating to
Add-On Equipment Rates, Renewal Options, Upgrade Capability, and Transfer Cost
for System Relocation once signed by the Customer becomes a part of the
Agreement between YP.net Inc and the branch.
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1. Add-On Equipment Rates
A. The following listed equipment can be added at any time during
the term of the Agreement at the following rates and as long as
such additions are within the system's capabilities.
EQUIPMENT DESCRIPTION MONTHLY RATES
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550.2200 DKSC - 8 27.40
550.2250 DKSC -16 57.51
550.2300 LSC 26.98
550.2301 LSC Daughter Card 21.52
550.3018 Inter-Tel PCDPM Card 14,44
550.3015 Axxess MDPM Card 15.85
550.4400 Std. Digital Green/Red LED 26.93
550.4500 Executive Digital Gr/Red LED 33.66
550.4200 DBS 28.66
520.4300 Basic Digital Green/Red LED 22.00
550.2208 Analog Keyset Card 60.62
550.2101 Single-Line Cart (SLC8) 60.62
550.2116 Single-Line Card (SLC16) 104.67
550.2309 LGC Card 42.52
550.2310 LGC Daughter Card 35.03
770.4500 IP Phone 44.21
770.2260 IPC Card 90.12
550.2220 ISDN Basic Rate Station Interface 83.35
550.2230 ISDN Basic Rate U Interface Card 126.84
550.2740 ISDN T-1/ E-1 PRI 122 01
827.8877 ISDN PRI PAL 59.19
CPU MIGRATION PRICING FOR CPU
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EXPANSIONS
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550.2015 64 to 128 CPU** 75.59
650.9037 123 to 256 CPU** 133 81
BOTH PARTS BELOW REQUIRED 256 to 512"-includes both parts 236.92
>>550.2026 >>PCM-F Card for 256 to 512
>>550.9036 >>CPU Slave
**Hardware only: Software, memory
or new Pal (if needed) not included.
SOFTWARE UPGRADE
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Fixed Software Upgrade 15.00
B. There will be no additional charges for installation if the
equipment is added to the present office location. Any detached
locations will be priced with additional labor and material
charges in effect at the time of such installation.
C. The Customer agrees that Add-On Equipment orders are subject to
credit approval, and the Customer cannot be in default of this
Agreement or the Lease Agreement.
<PAGE>
II. Renewal Options
A. The Customer has the option to renew this Agreement for an
additional term of three (3) years which period of time shall be
defined as the Renewal Option Term.
B. The monthly rental price for the Renewal Option Term shall be
equal to fifty percent (50%) of the rental rate in effect at the
time of the renewal including supplements.
C. The Maintenance and Warranty provisions contained in this
Agreement shall continue in full force and effect during the
Renewal Option Term.
D. The Add-On Equipment Rates as specified in Article I hereof shall
be applicable for the duration of the Renewal Option Term.
III. Upgrade Capability
The Customer is hereby granted the option to upgrade its system with
Inter-Tel with no financial penalties or cancellation charges.
Inter-Tel guarantees that the upgraded system rates will be the same
as offered to other customers with the same system. In order to
qualify, the Customer hereby agrees to the following provisions:
A. At least twenty-four (24) payments shall have been received by
Inter-Tel on this Agreement.
B. The central operating unit and substantially all of the station
equipment of the current system must be replaced and/or upgraded
with either (1) a larger capacity unit, or (2) and equal or
larger capacity unit relative to a newer technology providing
additional features and capabilities. In either event, the number
of installed telephones or phone lines must be equal or greater
than the current system.
C. The Customer cannot be in default on this Agreement, and the
upgrade is subject to credit approval.
IV. Transfer Cost for System Relocation
The Customer is hereby granted the right to have Inter-Tel perform the
labor of relocating the system at a thirty percent (30%) discount of
the standard published rate of Inter-Tel in effect at the time of
relocation of the system.
/s/ Pamela Thompson
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Signature by Customer for Identification
Pamela Thompson CFO