HomeMy WebLinkAboutToshiba/ Mayor/6500/copier Toshiba Business Systems
Mayor-2014 pSt a$
Appropriation#1160/4353004: P.O. #31761 J
Contract Not To Exceed $6.500.00
LEASE FOR PURCHASE OF GOODS AND SERVICES
THIS LEASE FOR GOODS AND SERVICES ("Lease") is hereby entered into by and
between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety
("City"), and Toshiba Business Solutions, an entity duly authorized to do business in the State of
Indiana ("Lessor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Lessor acknowledges that it has read and understands this Lease, and agrees that its execution of same
constitutes its acceptance of all terms and conditions.
2. PERFORMANCE:
City agrees to Lease the goods and/or services (the "Goods and Services") from Lessor using City budget
appropriation number 1160/4353004 funds. Lessor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Lease by applying at all times the highest technical and industry
standards.
3. PRICE AND PAYMENT TERMS:
3.1 Lessor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Six Thousand Five Hundred Dollars ($6,500.00) (the "Estimate"). Lessor shall
submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services
provided to City within such time period. City shall pay Lessor for such Goods and Services within
sixty (60) days after the date of City's receipt of Lessor's invoice detailing same, so long as and to
the extent such Goods and Services are not disputed, are in conformance with the specifications set
forth in Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Lessor has otherwise performed and satisfied all the terms and conditions of this
Lease. In connection with any financing of the Goods and Services, the Parties shall use the form of
lease attached hereto as Exhibit A (the "Lease"). Notwithstanding any provision herein to the
contrary, the Lease shall be the entire agreement between City and Lessor only in connection with
any financing of the Goods and Services, and no other agreement, including (without limitation) this
Agreement, any request for proposal, response or any other bidding document, shall govern the
financing of the Goods and Services.
3.2 Lessor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Lessor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Lessor expressly warrants that the Goods and Services covered by this Lease will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Lessor by
City and/or by Lessor to and accepted by City all of which documents are incorporated herein by
reference, and that the Goods and Services will be delivered in a timely, good and workmanlike
manner and free from defect. Lessor acknowledges that it knows of City's intended use and
expressly warrants that the Goods and Services provided to City pursuant to this Lease have been
selected by Lessor based upon City's stated use and are fit and sufficient for their particular purpose.
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Toshiba Business Systems
Mayor-2014
Appropriation#1160/4353004; Y.O. #31761
Contract Not To Exceed$6,500.00
5. TIME AND PERFORMANCE:
This Lease shall become effective as of the last date on which a party hereto executes same ("Effective
Date"),and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Lease.
6. DISCLOSURE AND WARNINGS:
If requested by City, Lessor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto, At the time of the delivery of the Goods and Services provided hereunder, Lessor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Lessor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Lessor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Lessor's sole cost and expense.
8. DEFAULT:
In the event Lessor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Lease,
including Lessor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to
make progress so as to endanger timely and proper provision of the Goods and Services and does not
correct such failure or breach within five (5) business days (or such shorter period of time as is commercially
reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or(d)
becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or
dissolves, each such event constituting an event of default hereunder, City shall have the right to (1)
terminate all or any parts of this Lease, without liability to Lessor; and (2) exercise all other rights and
remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Lessor shall procure and maintain in full force and effect during the term of this Lease, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Lessor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Lessor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Lessor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Lessor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Lessor's
provision of Goods and Services pursuant to or under this Lease or Lessor's use of City property.
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Toshiba Business Systems
• Mayor-2014
Appropriation#1160/4353004; P.O.#31761
Contract Not To Exceed$6,500.00
Lessor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses,caused by any actor omission of Lessor and/or of any of Lessor's agents, officers,
employees, contractors or subcontractors in the performance of this Lease. These indemnification obligations
shall survive the termination of this Lease.
10. GOVERNMENT COMPLIANCE:
Lessor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Lessor's performance of its obligations under this Lease, and all relevant
provisions thereof are incorporated herein by this reference. Lessor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Lease.
11. NONDISCRIMINATION:
Lessor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Lease with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. E-VERIFY
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E-Verify Law"), Lessor is required to enroll in and verify the work
eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Lessor shall provide the City with
documentation indicating that it has enrolled and is participating in the E-Verity program. Should
Lessor subcontract for the performance of any work under and pursuant to this Lease, it shall fully comply
with the Indiana E-Verify Law as regards each such subcontractor. Should the Lessor or any subcontractor
violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure
is performed, terminate this Lease in accordance with either the provisions hereof or those set forth in the
Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease
to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Lease shall not affect
the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of
a breach of any provision of this Lease constitute a waiver of any succeeding breach of the same or any
other provision hereof.
14. NON-ASSIGNMENT:
Lessor shall not assign or pledge this Lease, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Lease without City's prior written consent.
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Toshiba Business Systems
Mayor-2014
Appropriation#1160/4353004; P.O. #31761
Contract Not To Exceed$6,500.00
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Lease, and neither Lessor nor any of its
officers, employees, contractors, subcontractors and agents are employees of City. The contract price set
forth herein shall be the full and maximum compensation and monies required of City to be paid to Lessor
under or pursuant to this Lease.
16. GOVERNING LAW; LAWSUITS:
This Lease is to be construed in accordance with and governed by the laws of the State of Indiana, except
for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive
their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana
only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Lease is invalid or unenforceable under any statute, regulation, ordinance, executive order
or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same,and the remaining provisions of this Lease shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Lease will be sufficient if it is in writing and is delivered by postage prepaid
U.S.certified mail, return receipt requested, to the party to be notified at the address specified herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
Sharon Kibbe Carmel, Indiana 46032
If to Vendor: Toshiba Business Systems
12650 Hamilton Crossing Blvd. Suite 100
Carmel, IN 46032
Telephone: 317-875-6000
ATTENTION: Ken Hartsock
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Lease, City may, upon notice to Lessor,
immediately terminate this Lease for cause, in the event of a default hereunder by Lessor and/or if
sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be
provided hereunder. In the event of such termination, Lessor shall be entitled to receive only
payment for the undisputed invoice amount representing conforming Goods and Services delivered
as of the date of termination, except that such payment amount shall not exceed the Estimate
amount in effect at the time of termination, unless the parties have previously agreed in writing to a
greater amount.
19.2 City may terminate this Lease at any time upon thirty (30) days prior notice to Lessor. In the event of
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Toshiba Business Systems
Mayor-2014
Appropriation#1160/4353004; P.O.431761
Contract Not To Exceed$6,500.00
such termination, Lessor shall be entitled to receive only payment for the undisputed invoice amount
of conforming Goods and Services delivered as of the date of termination,except that such payment
amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties
have previously agreed in writing to a greater amount.
19.3 The City may terminate this Lease pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Lease and that the persons
executing this Lease have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Lessor understands and agrees that City may, from time to time, request Lessor to provide additional goods
and services to City. When City desires additional goods and services from Lessor, the City shall notify
Lessor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Lessor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Lessor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Lessor
to City. A copy of the City's authorization documents for the lease of additional goods and services shall be
numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Lease shall be in effect from the Effective Date through December 31, 2014 and shall, on
the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Lease are inserted for convenience only and do not form a part of this Lease
nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms,warranties and obligations
set forth in Lease.
25. NO THIRD PARTY BENEFICIARIES
This Lease gives no rights or benefits to anyone other than City and Lessor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Lessor shall certify that, in signing this document, it
does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Lease and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Lease, and enter into same freely,
voluntarily, and without any duress, undue influence or coercion.
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Toshiba Business Systems
Mayor-2014
Appropriation#I160/4353004; P.O.#31761
Contract Not To Exceed$6,500.00
28. ENTIRE LEASE:
This Lease, together with any exhibits attached hereto or referenced herein, constitutes the entire Lease
between Lessor and City with respect to the subject matter hereof, and supersedes all prior oral or written
representations and Leases regarding same. Notwithstanding any other term or condition set forth herein,
but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to
this Lease or in any document referenced herein conflicts with any term or condition contained in this Lease,
the term or condition contained in this Lease shall govern and prevail. This Lease may only be modified by
written amendment executed by both parties hereto, or their successors in interest.
IN WITNESS WHEREOF,the parties hereto have made and executed this Lease as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By: By:
1. Awaie1
I''mes Brainard, Presiding Officer Authorizes :ig ature
Dal- •
fir
I � ✓�`�► Printed Name
Mary nn Burke, I-mber /�
Date: - �b �7 C?
Title
!.
Lori S:'Wat-r,n,,Member FID/TIN:
Date:lV / / � I /y
Last Four of SSN if Sole Proprietor:
ATTEST:
Date: ,//
Fang Cordray, I' •, Clerk-Trea urer
ate: (-/// /V/
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•
LEASE WITH MAINTENANCE AGREEMENT
TOSHIBA
BUSINESS SOLUTIONS IaT.
•
APPLICATION NUMBER AGREEMENT NUMBER
—
The web Lessee,you,and your refer b the customer.The words Lessor.we,us and our refer to Toshiba Financial eeMCes,The Testae Equipment b covered by
the tams of the Toshiba Quarry comities(a copy of With may be obtained from your Toshiba Business Sokdkns(IBS)provider.We own the Equipment
(excbdng sorbay)and you have the light to use it under the terns of N as
is Lee. -
'CUSTOMER CONTACT INFORMATION •
Legal Company Name: CITY OF CARMEL Fed.Tax ID q:
Contact Person: SHARON KIBBE Bill-To Phone: Bill-To Fax:
Billing Address: ONE CIVIC SQUARE City,State-Zip: Carmel IN 46032
Equipment Location: ONE CIVIC SQUARE 3RD FL city,Stale-Zip:
016flerent from above)
•
IBS LOCATION
Contact Name: HEATHER ROUSH Subsidiary Location:
EQUIPMENT WITH CONSOLIDATED MINIMUMS
ITEM DESCRIP1ION1i;�pj£y"i.,_Luti51 ?#.;kl-:a'LIBTY-[ r ( iSSA ig.rd_�' j_sir;a¢;§Ya�r`T:' Nap rPtgiiglakd UegFSkSERIAUNUMBERERF:4'32] OM STARING METER$ ,
1. 5540 W/LCT-FAX, SADDLE STITCH
2,
3.
•
LEASE TERM & PAYMENT-SCHEDULE
•Number el Payments: 48 of $ 367.95 'Searityoeposit None ❑ Received (plus applicable taxes)
Payment includes: 2,166 B&W Images Per Month-Excess Images at $0,00690 Per BBW Image P&a i MT., CM:.j z t7
Enema of Lease Opbonso + at the _
Payment includes: 2000 Color Images Per Month-Excess Images at $0,04900 Per Color Image You will have Na follanrg opiwnstet the end of r�'
Yoc
Payment includes: N/A Scan Images Per Month Excess Images at
anginal term probQeddseLeasehastwltemneledp-
aY 9 e N/A Per scan image
eadyand roc event of default uMer the Lease hasYgh,
Payment Includes: N/A Black Print Images Per Month-Excess Images at N/A Per Black Print Image oocunedand lsw bntn µyTare�-�Lp$' �4
1.Rjirchase theeEguipment at Fair�et Value pq
Payment Includes: N/A Color Print Images Per Month-Excess Images at N/A Per Color Print Image i1benew the Lease per section i t 1 % 9 teat'
Excess Images Billed: ❑Monthly E Quarterly Lease payment period is monthly unless otherwise indicated. g Return Equlpmenl{.4:WR,tit �yyy °e;
Y Q Y I p Y x iTZV thane n.tr., v'qa- 1i iStlDDIG r
Documentation Fee: $75.00(included in First Invoice) ❑See Attached form(Schedule"A")for Additional Equipment
'Security Depoait The security deposit Ls non nwestMarin end bb mama your petemarca under It Agreement Pay smarty deposit made maybe appted by as to say my amount owed by you n,In winch event you bill promptly restore the comity
deposit b its M I amount asset forth above.tl all conditions are luny=Read MT and provided you have not ever been In default of the Agreement in the Default sedan.the security deposit win be refunded b you aster M rebut of the equbmnt In accordance
with the Rebm of Equipment mason
THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT.THIS AGREEMENT,CANNOT BE CANCELLED OR TERMINATED.
LESSOR ACCEPTANCE
Toshiba Financial Services Signature:X Title: Date:
'CUSTOMER ACCEPTANCE
You hereby acknowledge and agree tat your ebctanic signature briber shall consibie an enforceable and oipnal signature for all purposes.TNVtease may be mooted in counteracts.The executed counterpart Mach has Lessor's cdginS erase aids S In
Lessees possession that cantata chattel paper as that term is detnud In the UniformCommercial Code('DCCT and shall constitute theayial ageemsnl la at purposes,nddbg,Abbot Imitation,(1)any hewing,trial proceeding width rasped to Ns Lease,
and(i)any determination as to which version of tin Lease constitutes the single true original item of chattel papa under the UCC.M Lessee signs and Divamlts We Lease to Lessor by faulmib a other eiectonk fansredan,the tansmNed copy.upon execution
by Lesser,shat be binding upon the pates.Lessee agrees that be laaynie or other electronic transmission of tls Lease manvaty signed by Lesser,when attached to the lacunae a other elecDonk copy signed by Lessee,chat constitute the original agreement
to of purposes,Including,vrMout Mitten,those Wined above In this Becton Without embed and satiable to foregoing,the pates bailer agree that for purposes of exAng tds Lease.(ape document signed and tanvrdtled bylecurtlle or other electronic
tanmiss ss shall be treated as an alethaldocument,(b)the signature clan pay on such document Nat be cantered as en aiglnal ugadre,(c)the document transmitted shat have the same ailed as amnarpatthxeol retaining original aigna irea,and
(d)at the request of Lessor,Lessee.afro exeWdd this Lease and transmitted signature bylaosbnb.mother Schenk transmission shat Rabe the counterpart of this Lease mdalrng Lessee's original manual signature to Lessor. No perry say raise as
swiss toMa enforcement olthis Lease vial a facsimile pother ebcSardc tradmissbn was used b transmit any signalae of a pay to Ws Lease.
Pint Name:I ISignatue:X_I Tutee spate:
PERSONAL GUARANTY
To nduco sa b enter lob this Lease and my supplement the undersigned e nyn lee
hearing against instth iumtdsgn d. Manners b us the agrees la pa el reasonable attorney's or n fees ndlotr e p ns usdathe bysu all ns nofdem/We Mtlmor iso udr bgomye
undeed aaa s nom a Egobthrebtu ce hee ay Ober aemedy befoce or demag sgofnm kind io Mich t The dndersigdedaybee u d al reamrobb ed cons fees and other exmnses oy us by reason us and the by lessee a a the tndasigeeof The or under shined waNee or an of other Wipers hereof and of all other out roams o demands t of my kind b Minh the orbero rod may be ensued. h The btga cewd conceder si any extla=blue a modification if the see bell bee and ke release or anpto compromise d any
bankrupttSdbste aderone abtees ad guarantors to ei repaid any meinahegvautdwiaymdfrom M1lser pans.This hereunder.The Guaranty and Mali not edicsautedcndauetednM irelesseewnnebmd shot bnkme alidedurgedhem
bankruptcy,and the undersigned alms m b seek b be repaid by nssee n the event the undersigned mud pay us.This or a mntT The u dLane lid well aiv insofar a affected by law by death Di of Ne y kr ay undersigned,shall bind the belie s.You hereby by ngemldge and agree electronofuMauenel and may be baneicaMNederailelnapts°for all successor of us.The undersgeed and we waive inWla as permitted by law anyfuel by lay fr any dram between the parties YW hereby
acknowledge and agaethdym electronic signature habwshatconstbne nen!amable and agthal dgnaue for a1 prposes.
By prooiig a telephone sumac for a comer phone or other aimless seMce,you we expressly mrentng b receiving commuriwaon(for NON-Alakedrg or solicitation papaws)at Na number,including.but not Wad to,prerecorded or"Yodel voice
'message rab,text messages,and cob made by an aubmalc telephoned'utg system tom lesser and it atilns and agents.This express consent Wes to each such telephone number that you provide bus new or In tie here and perms such cats.The
mils and messages may incur feu from your cellular provider. `
Print Name of 1st Guarantor Signature:X Date:
1 Of 2 SEE PAGE 2 FOR ADDITIONAL TERMS AND CONDITIONS -TES LEASE WITH MAINTENANCE-060110
it EXHIBIT A 1 °c •
•
TERMS AND CONDITIONS'`
I.Lease Agreement:You agree to ban tan us to egapmenl denoted under'ITEM DESCRIPTION'end on any atacAtl Schedule thwehater.AO el replacement pas.rapers,dams ad acceeeeets.retied to n the'Equipment)ad ea maw by
S wismenb b this Lease torn ben to lire signed by you and us.Wu aawna us to Warta correct missing armadas co this Lease Una bg yw scares bgal mares,merit ambers and wry other bib:talon desmltg the Equipment you Awn us lo
change to begun of base payment by not more than 15%due to changes Into equipment angwatn Mich may oar prior to our eaeptara of Ns base or adjustment b noted pptabb eels Wes.We WI send you copies of any drapes You
agree to provide updated annual*Arlo(quarterly Mandel atabmenb b s upon request You adobe usa m agent to obtain credit repaid and mate add;mutes regadnq you ended tmmdasoc&n end to wade Your donra:on WAN payment
berth to out assignees or lad patss hang an eaemb inbred In tb Lewes the Equipment Toshiba FInmda Minims[TES)Is not reaparebb far saMa or manbmm ate ointment and we not party bey u ndoe maintenance agreement
1.Law Commencement:This Lean W,I commence upon you acceptance of the appicable Equipment Wien you nano the Equipment you agree to impact r and verily yew acceptance by telephone cr,bas request by dot*of wad evidence el
Kepmrsce satisfactory to us.Upon capWia.yes obgdns under Ifs Lease aces become abwbb and unconditional,end are not wild b canmnton,reducton a sate Ice any reason whatsoever.Al pafinero wed be made to us in accordance Ai le
applicable Schedule at our dress or at ouch other pen as we may dedgna:e In W eng,You agree b pry an b eim rent payment equal b Wet of the malty renal,mut$od by te number of days between rent commencement dab aid he dab of M
begnmig of the edrenul parted.For any payment nape notreceved by Ps due dab,you agree to pay ebb charge equal to higher c4 10%of to amount dues 522(not b exceed see madmen deed bylaw)as seasonabne co0ectm ebb
3.Image Charges:Each math damp M Tam ant Lean,you agree b red to us the Leaee Payment and al caw tame when des and matte to he address we Provide byes tan tine Latin.In aunt to Lew payment pot we*died to product te
Mawr Hunter of lopes In each apptbabl hags type each moan You alb agree to pay us the Excess per Image Charge he set melded mage that exceeds to appieae IMlman Number of bugs.We remove the right animals te amber of
images used of you do M provide us was meta readirpa MOMtereendays of tenet We vat anisette estantad serge tar assemblages upon went of actual meter mange Nobttapdvg any adjustment,you WI never remits,us bee than he khte'n
Payment each month.You agree baths reserve the right to Stream to boa Payment ands,the Ears per huge Charge earth yea ding the Term of the Schedule by as amount not to exceed ton perant(10%)ON Leah peynent dim be Exaee per
Image Charge in erectile end of the prior annual prod At ow opta,you W(a)provide meter readings W an donated weboua When requedd by us.We may charge e fee to recover the cost of mad coledme if meters are requested but act maned
through see grind Webb.(b)Provide us by telephone or lacshdb to AA meta readings when requested by us.(e)Alow YA(a w gent)aurae to the MulPrnent by ahn meta read:ga(d)Atone W(a w head to Attach an Moment netrreedtg
device to Equipment We mar sad he summate nbr reeding device eidetically. you have a dispute Wn TBS,you contaet pay us a1 Lwe payments and Earns per hap Cages Sane deductoma wttbdng deduedems
d.WARRANTY DISCLAIMER:WE LM(E NO WARRANTY EXPRESS OR WSW°,INCLUDING THAT THE EOUPLENT IS HT FOR A PARTiCU AR PURPOSE OR THAT THE EQUPMENT IS MERCNANTA&E YOU AGREE THAT YOU HAVE SELECTED
EACH ITEM OF EQUIPMENT MD TBS BASED UPON YOUR OW JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPREsENTATDNs MADE BY U.S. YOU LEASE THE EQIPMEYT'A51S-. NO REPRESENTATION OR
WARRANTY OF IBS WITH RESPECT 70 THE EQUIPMENT WLL MUD US,NOR WILL ANY BREACH THEREOF RELIEVE YOU OF MY OF YOUR°ROGATIONS FERELNOER YOU AGREE TINT WE WAL HOT BE RESPONSIBLE TO PAY YOU ANY
CONSEQUENTIAL OR INCIDENTAL DMMGES FOR ANY DEFAULT BY US INDER THIS LEASE.
5.QetACry Mince Lease: You Nose dal ntsteas qualifies ese dANy Naha base under Aide SA of M tndai COmmerdal Code.Tote extent you ore painted ty gpkabb law,you waive d rights and remedies Inferred upon a bssee by Mole
2A(sections 508-522)of the u nt i m Cormorant Code.
O.Searlty Interest You authorize a to w a Mending statmerarth respectb Fe eflrrent If ties Lease is deemed to bee neared tansxton you grant tie a waits Introit lithe Equipment to mare al you'obgatone under males.
T.Use Maintenance and Repaid of Equipment: YOU MALL USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS AND NOT FOR PERSONAL,HOUSEHOLD OR FAMILY PURPOSES You W O not acne are Badmen from be
equipment baton listed on Me schedule%MWut our balance eaten consent You at gin us reasonable amass to the Equipment w that we can check to Equlpnmts ebsaa.,cadNco and proper manbvne.At your coat you Ws keep the Equipment in
good repair,oondfbn and ending order,seamy seer and tea excepted.You WI not make any permanent bretam tae Equipment You ell keep the Equipment he and deb of al liens.You aWpi bus d aywrght%but none o you obga ds,weer
any pachase agreement Sot the Equipment We aaagrhb you bur ngthUdet wry TBS wnaaq ecbg aye we of in deta&'t
It Taxes end lose Charges:You agree to pay ail Wee,oats tad expenses hared by us as a consequence of the amerob p,sae,led or use of to Equipment,ncbdtp a1 naba use and docunenWy atop Ws My he Waged under this Agreement
may baba a profit and is said to epplats,Wee.
t,Wendy:You will I leandy ad hob us harmless from any aided Willy.damage,,bwa or gabs Ir dfgteaxnebb adrneyciw,aiing on of theownrate,use,conaan a possession of the Equipment,swept lo the extent Wedgy caused gw
gross nggence Or MINI gwaduct We nerve the right to control ModeNms.and to vebct or approve defense counsel.This lrdeane arid fa tamhatin of this tease.
ID Risk or Lose;Insurance:You in seabnenb for risk of Ina or ter any deetwen of or damps roteequp oint No ant loss odaaageand Gem You ta l thepaynsnobgetoruuMr Mk Lean. You agree to keep the Equipmenlm:y hewed panes •
be.watt Leine is pad(0 as and te have us and our anions named a bee payee.You also agree b mend pubic lablIt Inwaweaverng both personal injury and property damage and you dolma us and our assigns as dame geared.Upon
request you agree to provide uamtteM or evidence of insurance moquette la ',you do not pone evidence cf a%epbbb insane,(a we hen be night both*obligation to oast Murano.aaeing our Whet lad only es ireareegh M Edpment
torteLease Mm,and renewab.My entrance weobtan will not Pure you egana Mid party or ImleycWru end may be cassette by us at any tae.You ell be Mildred topry us m addtonal Ghent hub amrdn In be Innate end adMMetaive M.The
coat may be more than Fe owl of°Mating your own inwrabe and se may mare a poet You greet cooped An us,oar nave and our pent In the placement of overage and Al cant o(b)we may wain Fe Insurance requhment end charge you
monthly popery damage surcharge in be mount of 0035 of the tots than of payments b osaw aeda M.edmbdetahe costs and other coats and in Act we may make a profit Once an aapdble bidet or railed of Intranet Is drawl my
such leas AN be dbantwed.If any of the Egu'pment Is bat stoles a damaged you ell at your opts and cash'tee(a)repay the tom or replace me item with a orprabb di reasonably aaeptabb to us,or(g pay us the sum set bed In le Rendes
coda.
I t Right to Perform:If tad to car*with any provision of fhb Lew,we root a our option,perform such°elpatauon your behal Upon brace you WI reimburse us fa as mats barred by us bpeHmn Rich obge:one
I2 Representations:(a)yes represent ad wmeltto us that(1)you have be I,ld and and dimity to ens,Into this Lease,and(2)see edMalw sgrg this Lease had been duly authorized lo do to on pm behalf,(3)you WI wade us awn bads)
'rbnbn as we may resauby regea km time mdme,(41 to Nanda Inlxmefan boded(a bb pcaded)Is(a sea be)actuate and anode in at ma rlalr
trre be change in your name she ofiomakm,a ovnwnhip,and NS)you W]We action we repreentand drat tyonat(I)w voting if Laed weerrnd arks/jail en*,business a
wry numMyrepadm pobawrgro uhte Fgtlpmant(b)We represent and b you nat(1)wahae see trAld grouse and aRwlyb ens,into fts
Lam,and(2)the IndMdueb donee he Lew have been dug authorized to des won err behalf.
13.Debut You will be b debut under this Lew th(a)we do not wan any payment due under that Lewaiat ten(10)drys alter to due dale,(b)you tail to meet any of your obgstne n Me Lease(other than payment obgatns)and d0 not awed such
Spat wrdn 10 days atm vs mend you rte notm of such derart ICI You dame Imokant of egradated or dunked,merge,bawler amalaW prtn of your emend kited a assets,stop doing bond,or wed right a neetf W Me tenet(of
cream,(d)a peltan la Med by or gmdyou ceder any bankruptcy or Wand law,(e)any repeerdalon made by you Is false or m:Madtrg Inrry medal nyreet o 0 You afaaa any oar plerrert ban ueawaeegns.
1/.
Remedies:If you we h mfaq we may,Sts gem,do any D of the laming:(a)retain your acuity dope*if wry,lb)dmkab pro leas,(c)woke that you pry,swryawabn for Sant bapin and net es a Pena',the sum a(1)al arenas
doe end payable by you or aascnd under this Lease,aka(2)the preset value of alfemaning payment to become des under this Leone(cIlsothmeie a16%o he Mart MA Mend by be).end(3)(i)te areuntol any eschew onion and,d rove b waled,
2DX
note algid equipment cost en'dr represents our anerpaed residual yaw In the Equipment (e)retail the Equipment to a beaten deagnabd by us and pry to sou M exam t any.of the amount payable under clause 319 above over he Fat Mabel
Wee of the retuned Equipment N debnined by in h our reasonable deaden,(di recover Inbred on any twat balarce at the rate oA%per annum ad(e)enrdse any caw mooedes sealable bus at Ira a'n poly.You agree to pay our reasonable
coneys lees and sad old costs nadi g any cost of appeal',a have Wake passion of the Egapnt you epee to pry the coat d repossession and we may eel or anent lieerpipnent at lama we den rni e,at or one pubic pinta nabs,
with awabut rode to you,and spy M net proceeds niter deducing any robbed expenses)to yw dagatoe.You may roman table for any deficiency Wt any excess being retained by us.
15.Purchase Option:Alto end ate Tem pwided you we not in delete and upon 30 days prior rtbn cob tom yes,you we enter(a)tarn ate Equipment a(b)pre rWhe all the Equipment as Is,Abut any*wranyb oondrym vale or We b see
FE Market Yak*of the Equpont as debated by h Si our reasonable discrete'plus!bpi cable ads and oar Wee.
16.Automele Renewal:Thb Leah W:I sumrnatay renewer a monnbnwt basis der the Team wits cmodbd by ether pay upon b days pYr wain notice,and you Mad pay us te sane Moe payments and bas chases as applied dreg M Term
(and be subject to the arms and ccnd&ns of this teasel until the Equipment-mammal b us a you pa wits ppbbe grams pries(ad Wes).
17.Return of Equipment:If(a)a deravt cads,or(b)you do of posthaste Eoganeo ae She end of to Terra daunt esabd Purchase optwt you all hmediaby ratan to equipment to any locaben(3We may&egret In the continental Lend Slabs,
The Egaprentmusibe reamed m'AVege Sabana Donate and property perked be ragman eamdau bah currrumrendeime rnpepscabpnahayht pepad and haired.'Average Saleable Condign'Hare that et of to Equipment is L•medaey
aeabbte sou uae bye bird pa',other Pan yes,%Moult.need#any repay arMubiehoent All Equpment sea be nee el maldngs.You wD pay' any misigordefeoeve pas or accessories.
10.Asagrrment:We may,Wthoa your consent assign Of tads(m''Egedment or Ws Lease,or any rights awing under this Lease,end in such Mr(Our assignee atanenee WI have the tights,power,pbegeu and ramedbaofleso hweunder.to none
of to obgadone.Upon such assignment you agree mio assert as gran car Synee,any debate,betel,leoupnent dam or ounbadah tat you may have aganss us You are ml assign.tame asubbase this Lease or any lights Maunder or any
Equipment euNect b thb Lease Mahal w prize wnhn consent
in Personal Properly Tan(PPf, You dee M w ditaetn b(a)reenters*as wisely In an personal property end similes taws beaded ban the owe/ship,paasesean or use of the Equlpmnta Mint us bath bEg period or atone of the
pared equhaenla such Wes.You agree to pry us an lignite-Me fee fan paestig of snob Wee.
20,Tax Indearty:You dee to Lndemdy es for the tom of any Income W becelaused by your bob or missions toadstool Mt or*dared b cabin W benefits hoar of Me NOME'
21,OoveMng Lan.BOTH PARTES AGREE TO WAIVE ALL RIGHTS TO A AIRY TRIAL,This Agreement and any supplement Mat be dean Nth executed and penMaed In M dab of Lessor or b Assignee's propel place of buaneea and dud be
governed by and onatued In sordan Abs tic axe,acne Lassa or its Adenee shall bring any hailed proceedng11 ration b°Amato,wising uldrnls Agreement you nevaity ogee not MYsae Tishri may be adedged or delermned in ant bat or
Doan It the sate of to Lessor or Ms Magnet's principal piece of busies,a h any our or mob of your stab of seadente,or In any other court having pasted over you or your Met,al at the tab election of the Lessor or to Assignee.You hereby
nmoceby are bona generally and doncitordth b thejuisddinton of arm each seta elected by Lana of hAMR"In rad,to ach nos.
22.abet/Iambus:The Law=bin te entre agreement demean you and us and may not be moiled except as podded toren or In Wang signed by you and us.We Mg not acceptpmsantln cash It you to mast and we panes the eeiy termination of
this Lease,you dee to pry ate for such(Wier.Notices mat be kudos ad Wlbe deemed glen tndaye ate melba lo yew or as ding scow.to coedt de any envision of Ws Lease to be unallowable,at over terms of tat Lease WI/meg n
erect and entrceabl.You ogee hat any delay neat enlace ow ghts ndsthin Lease do of prowl us tom enforcing any had al e hat see.In no event wit we chap or wart any aomb In ands al pbee dead by Methane tow.The Is a
ow amnia.You agree Mee laaale copy of the Lena sib fanindle sip sabres may be tread as an orgnsl and WI be admissible as Whose of be lean.You hereby acknowledge and cant the you hen not swathed wry W,hvndet ecommtg a
legaadice from us,the manuactrer suppler of to Equipment Mlle Lessees sole and exclusive respisidiy to asinine thaall data tom Odd d%a or magnetic medaae erased any esee dam and bhamalen
23.TBS OBLGATIONS FOR MANTDUNCE AND SUPPLIES
a.TBS dies provide Nn sa'elne macdnace Mung der,developer and part neuessayb adduce m tnage.TBS wWpovde innpeetons as Ward.which may be mw nwpaaton War repute a imbed y dyke bib],sand Is Madded at tone
Man than durtp Tens coma hard tide le Washed upon yob'request you WJ be Waged at Tins aaowsy retie TBS eel not be negated to provide service for rapers mode necessary by carelessness d he opener,'oddest rrgww(baking
Ma TO lobe the manaecbredspNlshed operating maw*abuse,neglect the gint vandalism,Ighnig,eeciicel posse fibre Re,wMu,o other moray,orb repairs made ninety harwtotswvin by Pentad oouttMbd by TBS atne Lee of
webs bar tan thosepwtded by IBS Sepses Wages to repaho pace replacement due to ne foregoing!MN bag by you.
b.Except as podded bets,TBS W1 rep'ace at amend pat,comsmabbs ad supply Mama without liege.You agree to swim any pea,onsumabbe aid apply item as a result dcrebsences on the pal ant operate,accident.mews(nctdvg Wire
to fad Ss*maMaiure's polished Operui g minus)abuts.neglect bet,rot vendettas.Ighthkg,eMCtbal per false,are,wad,or der casualty.
c.If you are in default under this leant TEE teas be right Is deny pn'browg any area ardor wopyi g any products,
to under tie Lew.TBSs[tab Iy1Rw respedto any prepay damage or My(Inclig death)to person ding cut of or connected we news adorned uncle;he Lease a thirty bed to that Imposed by tow end Men is no contedlmaenp ray weeSsr
degree of labiily,
e.Tae to an supplies hanished hreadee nckdug tom and mm bags mouths Mn TBS unit you amore said apphes to the extent they may net be barter unload In l Lange edtg process.We may chase ma way freight fee to cow the cost of
*peke wpplea.You pee to use t the sobs prnad arm chase'on tee Equipment You Wgoukeba}Tad nupgiesfromEgaprrw*to be used any other ea'enedo cared by Mb Agreement You nst Wctw papa end swiss spray.
Send wppy item yields represent 10%°Ima:amra anted yields based on standard'bar dze copies Wn 6%Image Ohmage.N the end of each annual bi5ngperd or bang cycle,yeu will be bled be any brim used In excess of that required Ivied or
sleds aced above. E�F—�- ^l fl,t
2012
• EXE! )I 1 A `fit %' FS SE WITH MAINTENANCE-060110
•
Toshiba Financial Services AGREEMENT NO
1810830
TERMS AND CONDITIONS ADDENDUM
Addendum to Agreement # 1810830, dated , between City of Cannel, as Customer and Toshiba
Financial Services,as Lessor/Secured Party.
The parties wish to amend the above-referenced Agreement as set forth below:
The following provision(s)shall be revised from the terms and conditions of the Agreement:
Paragraph 1: Lease Agreement:
Sentence 3 has been modified to read as follows:
'You authorize us to change the amount of each lease payment only due to adjustments in applicable sales taxes."
Sentence 5 has been removed in its entirety:
'You agree to provide updated annual and/or quarterly financial statements to us upon request."
Paragraph 2: Lease Commencement:
The last sentence has been removed in its entirety:
'For any payment that is not received by its due date,you agree to pay a late charge equal to the higher of 10%of the amount due or$22
(not to exceed the maximum allowed by law)as reasonable collection costs.'
Paragraph 3: Image Charges:
Sentences 7-9 have been removed in their entirety:
'You agree that we reserve the right to increase the lease Payment and/or the Excess per Image Charge each year during the Term of the
Schedule by an amount not to exceed ten percent(10%)of the Lease payment and/or the Excess per Image Charge in effect at the end of
the prior annual period. At our option,you will(a)provide meter readings via an automated website when requested by us. We may charge
a fee to recover the cost of meter collections if meters are requested but not submitted through the automated website.'
Paragraph 6: Security Interest:
Sentence 2 has been modified to read as follows:
'If this Lease is deemed to be a secured transaction,you grant us a security interest in the Equipment only to secure all your obligations
under this Lease.'
Paragraph 10: Risk of Loss;Insurance:
Sentence 4 has been modified to read as follows:
'You also agree to maintain public liability insurance covering both personal injury and property damage"
Paragraph 14: Remedies:
This paragraph has been modified to read as follows:
'If you are in default,we may,at our option,do any or all of the following:(a)retain your security deposit,if any,(b)terminate this Lease,(c)
require that you pay,as compensation for loss of our bargain and not as a penalty,the sum of(1)an amounts due and payable by you or
accrued under this Lease,plus(2)the present value of all remaining payments to become due under this Lease(discounted at 6%or the
lowest rate allowed by law), and (3)(i)the amount of any purchase option and, if none is specified, 20%of the original equipment cost,
which represents our anticipated residual value in the Equipment or(ii)return the Equipment to a location designated by us and pay to us
the excess,if any,of the amount payable under clause 3(i)above over the Fair Market Value of the returned Equipment as determined by
us in our reasonable discretion,(d)recover interest,to the extent permitted by appropriations,on any unpaid balance at the rate of 4%per
annum,and(e)exercise any other remedies available to us at law or in equity. However,in no event shall we be entitled to recover any
amount in excess of the maximum permitted by applicable law. If on our demand after your default you pay to us all amounts owing under
this Agreement (including the anticipated purchase price), we will transfer to you any interest we have in the Equipment, without any
representations or warranties. To the extent permitted by law, the non-prevailing party agrees to pay the prevailing party's reasonable
attorney's fees and actual court costs including any cost of appeal. If we have to take possession of the Equipment,we will provide you
advance notice and you agree to pay the costs of repossession. II interest is charged or collected in excess of the maximum lawful rate,we
WA refund such excess to you,which will be your sole remedy."
Page 1 of 2 (Signatures on Page 2)
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE
SHALL BE CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS
SPECIFICALLY STATED OTHERWISE.
A500 REV10/11
"EXHIBIT A 3`c (o ■
Paragraph 21: Governing Law:
The state of law,jurisdiction,and venue has been changed to be the State of Indiana.
By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor/Secured
Party to make such changes. In all other respects, the terms and conditions of the Agreement remain in full force and
effect and remain binding on Customer.
Toshiba Financial Services City of Carmel
Lessor! 'cure ar Customer
X
Sign ure Signature
Title ale Title Date
•
Page 2 of 2
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE
SHALL BE CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS
SPECIFICALLY STATED OTHERWISE.
A500 REV10/11
STATE AND LOCAL
GOVERNMENT ADDENDUM
Toshiba Financial Services
AGREEMENT #
1810830
Addendum to Agreement # 1810830, dated , between City of Carmel, as Customer and Toshiba
Financial Services, as Lessor.
The parties wish to amend the above-referenced Agreement to add the following language:
REPRESENTATIONS AND WARRANTIES OF CUSTOMER: Customer hereby represents and
warrants to Lessor that: (a) Customer has been duly authorized by the Constitution and laws of the
applicable jurisdiction and by a resolution of its governing body (Which resolution, if requested by
Lessor, is attached hereto), to execute and deliver the Agreement and to carry out its obligations
hereunder; (b) All legal requirements have been met, and procedures have been followed, including
public bidding, in order to ensure the enforceability of the Agreement; (c) The Agreement is in
compliance with all laws applicable to Customer, including any debt limitations or limitations on interest
rates or finance charges; (d)The Equipment will be used by Customer only for essential governmental
or proprietary functions of Customer consistent with the scope of Customer's authority and will not be
used in a trade or business of any person or entity, by the federal government or for any personal,
family or household use; Customer's need for the Equipment is not expected to diminish during the
term of the Agreement; (e) Customer has funds available to pay contracted Payments until the end of
its current appropriation period, and it intends to request funds to make contracted Payments in each
appropriation period, from now until the end of the term of the Agreement; (f) Customer's exact legal
name is as set forth on page one of the Agreement; and (g) Customer will not change its legal name in
any respect without giving thirty(30)days prior written notice to Lessor.
NON-APPROPRIATION: If either sufficient funds are not appropriated to make contracted Payments
under the Agreement or (to the extent required by applicable law) the Agreement is not renewed, the
Agreement shall terminate and Customer shall not be obligated to make contracted Payments under
the Agreement beyond the then-current fiscal year for which funds have been appropriated. Upon such
an event, Customer shall, no later than the end of the fiscal year for which contracted Payments have
been appropriated, deliver possession of the Equipment to Lessor. If Customer fails to deliver
possession of the Equipment to Lessor, the termination shall nevertheless be effective but Customer
shall be responsible for the payment of damages in an amount equal to the portion of contracted
Payments thereafter coming due that is attributable to the number of days after the termination during
which the Customer fails to deliver possession and for any other loss suffered by Lessor as a result of
Customer's failure to deliver possession as required. Customer shall notify Lessor in writing within
seven (7) days after either the failure of the Customer to appropriate funds sufficient for the payment of
the contracted Payments or (to the extent required by applicable law) the Agreement is not renewed,
but failure to provide such notice shall not operate to extend the Agreement term or result in any liability
to Customer.
ENTIRE AGREEMENT: Customer agrees that the terms and conditions of the Agreement and any
supplement or schedule thereto and any related acceptance certificate constitutes the entire agreement
regarding the financing or lease of the Equipment and supersedes any purchase order, invoice, request
for proposal or other document.
The parties wish to amend the above-referenced Agreement by restating the following:
Any provision in the Agreement stating that the Agreement shall automatically renew unless the
Equipment is purchased, returned or a notice requirement is satisfied is hereby amended and restated
as follows: "This Agreement will renew for month-to-month terms unless you purchase or return the
Equipment (according to the conditions herein) or send us written notice at least 30 days (before the
end of any term) that you do not want it renewed."
10162 REV 11/13 Pagel of 2 -
"EXHIBIT
•
Any provision in the Agreement stating that you shall indemnify and hold us harmless is hereby
amended and restated as follows: "You shall not be required to indemnify or hold us harmless against
liabilities arising from the Agreement. However, as between you and us, and to the extent permitted by
law and legally available funds, you shall bear the risk of loss for, shall pay directly, and shall defend
against any and all claims, liabilities, proceedings, actions, expenses, damages or losses arising under
or related to the Equipment, including, but not limited to, the possession, ownership, lease, use or
operation thereof, except that you shall not bear the risk of loss of, nor pay for, any claims, liabilities,
proceedings, actions, expenses, damages or losses that arise directly from events occurring after you
have surrendered possession of the Equipment in accordance with the terms of the Agreement to us or
that arise directly from our gross negligence or willful misconduct."
Any provision in the Agreement stating that a default by you under any agreement with our affiliates or
other lenders shall be an event of default under the Agreement is hereby amended and restated as
follows: "You will be in default if: (a) you do not pay any Payment or other sum due to us under the
Agreement when due or if you fail to perform in accordance with the covenants, terms and conditions of
this Agreement, (b) you make or have made any false statement or misrepresentation to us, (c) you or
any guarantor dies, dissolves or terminates existence, (d) there has been a material adverse change in
your or any guarantor's financial, business or operating condition, or(e)any guarantor defaults under any
guaranty for this Agreement."
Any provision in the Agreement requiring you to pay amounts due under the Agreement upon the
occurrence of a default, failure to appropriate funds or failure to renew the Agreement is hereby
amended to limit such requirement to the extent permitted by law and legally available funds.
Any provision in the Agreement stating that the Agreement is governed by a particular state's laws and
you consent to such jurisdiction and venue is hereby amended and restated as follows: "This
Agreement will be governed by and construed in accordance with the laws of the state where Customer
is located. You consent to jurisdiction and venue of any state or federal court in such state and waive
the defense of inconvenient forum."
By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes
Lessor to make such changes. In all other respects, the terms and conditions of the Agreement remain in full
force and effect and remain binding on Customer.
Toshiba Financial Services City of Carmel
Lessor Customer
/ X
ignatur• Signature
/9/77
�a Title Date
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED
TO BEAN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT.UNLESS SPECIFICALLY STATED OTHERWISE.
10162 REV 11/13 Page 2 of 2
"EXHIBIT {a J