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HomeMy WebLinkAboutToshiba Business Solutions/Admin/6,500/Lease payments, Copy Overage & Maintenance of Toshiba 5506ACT CopierTOSHIBA BUSINESS SOLUTIONS TOSHIBA FINANCIAL SERVICES APPLICATION NUMBER I AGREEMENT NUMBER I The words Lessee, you, and your refer to the customer. The words Lessor, we, us and our refer to Toshiba Financial Services The Toshiba Equipment is I t C covered by the terms of the Toshiba Quality Commitment a copy of which may be obtained from your Toshiba Business Solutions (TBS) provider. We own the O( J Equipment (excluding software) and you have the right to use it under the terms of this Lease. TBS LOCATION Contact Name: Stefanie Carel subsidiary Location: Indiana EQUIPMENT• • 1' 1 MINIMUMS ITEM DESCRIPTION SERIAL NUMBER STARTING METER 1 e-studio5506ACT 2 3 TERM & PAYMENT SCHEDULELEASE Number of Payments: 48 of $ 314.12 * Security Deposit: vi Received (plus applicable taxes) Payment includes: 2,166 B&W Images Per Month - Excess Images at $0.00500 Per B&W Image End -of -Lease Options: You will have the following options at the end of your Payment includes: 2,000 Color Images Per Month - Excess Images at $0.03500 Per Color Image original term, provided the Lease has not terminated Payment includes: Scan Images Per Month - Excess Images at $- Per Scan Image early and no event of default under the Lease has occurred and is continuing. 1. Purchase the Equipment at Fair Market Value 2. Renew the Lease per section 16 3. Return Equipment Payment includes: Black Print Images Per Month - Excess Images at $- Per Black Print Image Payment includes: Color Print Images Per Month - Excess Images at $- Per Color Print Image Excess Images Billed: LJ Monthly � Quarterly Lease payment period is monthly unless otherwise indicated. Documentation Fee: $75.00 (included in First Invoice) See Attached form (Schedule "A") for Additional Equipment ' Secunty Deposit The security deposit is non interest bearing and is to secure your performance under this Agreement Any security deposit made may be applied by us to satisfy any amount owed by you in, in which event you will promptly restore the security deposit to ds full amount asset forth above. If all conditions are fully completed with and provided you have not ever been in default of the Agreement in the Default section, the security deposit will be refunded to you after the return of the equipment in accordance with the Return of Equipment section. THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT. THIS AGREEMEN I GANNU I bt t..ANk tLLtu VIN i ErRmnvmt cv. Toshiba Financial Services I Signature: X Date. You hereby acknowledge and agree that your electronic signature below shall constitute an enforceable and original signature for all purposes. This Lease may be executed in counterparts. The executed counterpart which has Lessor's original signature and/or is in Lessors possession shall constitute chattel paper as that term is defined in the Uniform Commercial Code ('UCC') and shall constitute the original agreement for all purposes, including, without limitation. (i) any hearing, trial or proceeding with respect to this Lease, and (ii) any determination as to which version of this Lease constitutes the single We original item of chattel paper under the UCC. If Lessee signs and transmits this Lease to Lessor by facsimile or other electronic transmission, the transmitted copy, upon execution by Lessor, shall be binding upon the parties. Lessee agrees that the facsimile or other electronic transmission of this Lease manually signed by Lessor, when attached to the facsimile or other electronic copy signed by Lessee. shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section. Without limiting and subject to the foregoing, the parties further agree that, for purposes of executing this Lease. (a) a document signed and transmitted by facsimile or other electronic transmission shall be treated as an original document. (b) the sgnalure of any party on such document shall be considered as an original signature, (c) the document transmitted shall have the same effect as a counterpart thereof containing original signatures, and (d) at the request of Lessor. Lessee, who executed this Lease and transmitted its signature by facsimile.or other electronic transmission shall provide the counterpart of this Lease containing Lessee s original manual signature to Lessor. No party may raise as a defense to the enforcement of this Lease that a facsimile or other electronic transmission was used to transmit any signature of a party to this Lease. Print Name. Date: induce us to enter into this Lease and any supplement. the undersigned jointly and severally unconditionally guarantees to us the prompt payment when due of all lessee's oblgations to us under the Lease and any supplement We will not be required to need against the lessee or the Equipment or enforce any other remedy before proceeding against the undersigned. The undersigned agrees to pay all reasonable attorney's fees and other expenses incurred by us by reason of default by lessee or the fersgned. The undersigned waives notice of acceptance hereof and of all other notices or demands of any kind to which the undersigned may be entitled. The undersigned consents to any extensions or modification granted to us and the release and/or npromise of any oblgations of lessee or any other obligors and guarantors without in any way releasing the undersigned from his or her obligations hereunder. The obligations of the undersigned shall continue even if the lessee becomes insolvent or rkrupt or is discharged from bankruptcy, and the undersigned agrees not to seek to be repaid by lessee in the event the undersgned must pay us. This is a continuing Guaranty and shall not be discharged or affected by death of the undersigned, shall bind heirs, administrators, representatives, successors and assigns of undersigned, and may be enforced by or for the benefit of any assignee or successor of us. The undersigned and we waive insofar as permitted by law any trial by jury for any action ween the parties. You hereby acknowledge and agree that your electronic signature below shall constitute an enforceable and orginal signature for all purposes. providing a telephone number for a cellular phone or other wireless service, you are expressly consenting to receiving communication (for NON -Marketing of solicitation purposes) at that number, including, but not limited to, prerecorded or artificial voice ssage calls, text messages, and calls made by an automatic telephone dialing system from lessor and its affiliates and agents. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls. calls and messages may incur fees from your cellular provider. Print Name of 1st Guarantor: Signature X _ ^' T . Date: TERIVIS AND CONDITIONS 1. Lease Agreement: You agree to lease from us the equipment described under *ITEM DESCRIPTION' and on any attached Schedule (hereinafter, with all replacement parts, repairs, additions and accessories, referred to as the'Equipmentl and as modified by Supplements to this Lease from time to time signed by you and us. You authorize us to insert or correct missing information on this Lease, including your accurate legal name, serial numbers and any other information describing the Equipment You authorize us to change the amount of each lease payment by not more than 15% due to changes in the equipment configuration which may occur prior to our acceptance of this lease or adjustments to reflect applicable sales taxes. We will send you copies of any changes. You agree to provide updated annual and/or quarterly financial statements to us upon request- You authorize us or our agent to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our assignees or third parties having an economic interest in this Lease or the Equipment Toshiba Financial Services (TFS) is not responsible for service or maintenance of the equipment and are not party to any service maintenance agreement 2. Lease Commencement: This Lease will commence upon your acceptance of the applicable; Equipment When you receive the Equipment you agree to inspect it and verify your acceptance by telephone or, at our request. by delivery of written evidence of acceptance satisfactory to us. Upon acceptance, your obligations under this Lease will become absolute and unconditional, and are riot subject to cancellation, reduction or setoff for any reason whatsoever. All payments will be made to us in accordance with the applicable Schedule A our address or at such other place as we may designate in writing. You agree to pay an Interim rent payment equal to 1/30th of the monthly rental, multiplied by the number of days between rent commencement dale and the date of the beginning of the first rental period. 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. 3. Image Charges: Each month during the Term of this Lease, you agree to remit to us the Lease Payment and all other sums when due and payable to the address we provide to you from time to time. In return for the Lease payment you are entitled to produce the Minimum Number of Images for each applicable Image type each month. You also agree to pay us the Excess per Image Charge for each metered image that exceeds the applicable Minorum Number of Images. We reserve the right to estimate the number of images used if you do not provide us with meter readings within seven days of request We will adjust the estimated charge for excess images upon receipt of actual meter readings. Notwithstanding any adjustirents, you will never remit to us less than the Minimum Payment each month. 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. (b) Provide us by telephone or facsimile the actual meter readings when requested by us. (c) Allow us (or our agent) access to the equipment to obtain meter readings. (d) Allow us (or our agent) to attach an automatic meter reading device to the Equipment We may audit the automatic meter reading device periodically. If you have a dispute with TBS, you continue to pay us all Lease payments and Excess per Image Charges without deductions or withholding deductions 4. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT AND TBS BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. YOU LEASE THE EQUIPMENT 'AS IS. NO REPRESENTATION OR WARRANTY OF TBS WITH RESPECT TO THE EQUIPMENT WILL BIND US, NOR WILL ANY BREACH THEREOF RELIEVE YOU OF ANY OF YOUR OBLIGATIONS HEREUNDER. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS LEASE. 5. Statutory Finance Lease: You agree that this Lease qualifies as a statutory finance lease under Article 2A of the Uniform Commercial Code. To the extent you are permitted by applicable law, you waive all rights and remedies conferred upon a lessee by Article 2A (sections 508-522) of the Uniform Commercial Code. 6 Security Interest: You authorize us to file a financing statement with respect to the equipment If this Lease is deemed to be a secured transaction, you grant us a security interest in the Equipment to secure all your obligations under this Lease. 7. Use Maintenance and Repair of Equipment: YOU WILL USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. You will not move the Equipment from the equipment location listed on the schedule without our advance written consent You will give us reasonable access to the Equipment so that we can check the Equipment's existence, condition and proper maintenance. At your cost you will keep the Equipment in good repair, condition and working order, ordinary wear and tear excepted. You will not make any permanent alterations to the Equipment You will keep the Equipment free and clear of at liens. You assign to us all of your rights, but none of you obligations, under any purchase agreement for the Equipment We assign to you all our rights under any TBS warranties, so long as you are not in default 8. Taxes and Lease Charges: You agree to pay all taxes, costs and expenses incurred by us as a consequence of the ownership, sale, lease or use of the Equipment including all sales, use and documentary stamp taxes. Any fee charged under this Agreement may include a profit and is subject to applicable taxes. 9. Indemnity: You will indemnify and hold us harmless from any and all liability, damages, losses or injuries including reasonable attorney's fees, arising out of the ownership, use, condition or possession of the Equipment, except to the extent directly caused by our gross negligence or willful misconduct We reserve the right to control the defense and to selector approve defense counsel. This indemnity will survive the termination of this Lease. 10. Risk or Loss; Insurance: You are responsible for risk of loss or for any destruction of or damage to the equipment No such loss or damage shall relieve you from the payment obligations under this Lease. You agree to keep the Equipment fully insured against loss until this Lease is paid in full and to have us and our assigns named as loss payee. You also agree to maintain public liability insurance covering both personal injury and property damage and you shall name us and our assigns as additional insured. Upon request you agree to provide us certificates or evidence of insurance acceptable to us. If you do not provide evidence of acceptable insurance, (a) we have the right but no obligation to obtain insurance covering our interest (and only our interest) in the Equipment for the Lease term, and renewals. Any insurance we obtain will not insure you against third parry or liability claims and may be cancelled by us at any time. You will be required to pay us an additional amount each month for the insurance and administrative fee. The cost may be more than the cost of obtaining your own insurance and we may make a profit You agree to cooperate with us, our insurer and our agent in the placemenlof coverage and with claims, or (b) we may waive the insurance requirement and charge you a monthly property damage surcharge in the amount of .0035 of the total stream of payments to cover our credit risk, administrative costs and other costs and in which we may make a profit Once an acceptable certificate or evidence of insurance is submitted, any such fees will be discontinued. If any of the Equipment is lost stolen or damaged you will at your option and cost ether (a) repair the tem or replace the tem with a comparable tem reasonably acceptable to us, or (b) pay us the sum set forth in the Remedies section. 11. Right to Perform: If you fail to comply with any provision of this Lease, we may, at our option, perform such oblgations on your behalf. Upon invoice you will reimburse us for all costs incurred by us to perform such obligations. 12 Representations: (a) You represent and warrant to us that (1) you have the lawful power and authority to enter into this Lease, and (2) the individuals signing this Lease have been duly authorized to do so on your behalf, (3) you will provide us such financial information as we may reasonably request from time to time, (4) all financial information provided (or to be provided) i5 (or will be) accurate and complete in all material respects, (5) you will promptly ratily us in writing if you move your principal place of business or there is a change in your name state of formation, or ownership, and (6) you will take any action we reasonably request to protect our rights in the Equipment. (b) We represent and warrant to you that (1) we have the lawful power and authority to enter into this Lease, and (2) the individuals signing this Lease have been duty authorized to do so an our behalf. 13. Default: You will be in default under this Lease it. (a) we do not receive any payment due under that Lease within ten (10) days after its due dale, (b) you fail to meet any of your obligations in the Lease (other than payment obligations) and do not correct such default within 10 days after we send you written notice of such default (c) you become insolvent are liquidated or dissolved. merge, transfer a material portion of your ownership interest or assets, stop doing business, or assign rights or property for the benefit of creditors. (d) a petition is filed by or against you under any bankruptcy or insolvency law, (e) any representation made by you is false or misleading in any material respect or (1) you default on any other agreement with us or our assigns. 14. Remedies: If you are in defauR 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) all 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(1) above over the Fair Markel Value of the returned Equipment as determined by us in our reasonable discretion, (d) recover interest 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. You agree to pay our reasonable attorney's fees and actual court costs including any cost of appeal. If we have to take possession of the Equipment you agree to pay the cost of repossession and we may sell or re-rent the equipment at terms we determine, at one or more public or private sales, with or without notice to you, and appy the net proceeds (after deducting any related expenses) to your obligations You may remain liable for any deficiency with any excess being retained by us. 15. Purchase Option: At the end of the Term provided you are not in default and upon 30 days prior written notice from you, you will ether (a) return all the Equipment or (b) purchase all the Equipment as is, without any warranty to condition, value or title for the Fair Market Value of the Equipment as determined by us in our reasonable discretion plus applicable sales and other taxes. 16. Automatic Renewal: This Lease will automatically renew on a month-to-month basis after the Term unless cancelled by ether party upon 30 days prior written notice, and you shall pay us the same lease payments and lease charges as applied during the Tenn (and be subject to the terms and conditions of this Lease) until the Equipment is returned to us oryou pay us the applicable purchase price (and taxes). 17. Return of Equipment: If (a) a default occurs, or (b) you do not purchase the Equipment at the end of the Term pursuant to a stated purchase option, you will immediately return the equipment to any kcabon(s) we may designate in the continental United States. The Equipment must be returned in 'Average Saleable Condition' and property packed for shipment in accordance with our recommendations or specifications, freight prepaid and insured. 'Average Saleable Condition' means that all of the Equipment is immediately available for use by a third parry, other than you, without the need for any repair or refurbishment All Equipment most be free of markings. You will pay us for any missing or defective pads or accessories. 18. Assignment: We may, without your consent assign or transfer any Equipment or this Lease, or any rights arising under this Lease, and in such event our assignee or transferee will have the rights, power, privileges and remedies of lessor hereunder, but none of the obligations. Upon such assignment you agree not to assert, as against our assignee, any defense, setoff, recoupment claim or counterclaim that you may have against us. You will not assign, transfer or sublease this Lease or any rights thereunder or any Equipment subject to this Lease without our prior written consent 19. Personal Property Tax (PPT): You agree at our discretion to (a) reimburse us annually for all personal property and similar taxes associated with the ownership, possession or use of the Equipment or (b) remit to us each billing period our estimate of the prorated equivalent of such taxes. You agree to pay us an administrative fee for the processing of such taxes. 20. Tax Indemnity: You agree to indemnify us for the loss of any income tax benefit caused by your acts or omissions inconsistent with our entitlement to certain tax benefits as owner of the Equipment 21. Governing Law: BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. This Agreement and any supplement shag be deemed fully executed and perfomhed in the state of Lessor or its Assignee's principal place of business and shall be governed by and construed in accordance with its laws. If the Lessor or is Assignee shall bring any judicial proceeding in relation to any matter arising under this Agreement you irrevocably agree that any such matter may be adjudged or determined in any court or courts in the stale of the Lessor or its Assignee's principal place of business, or in any court or courts of your state of residence, or in any other court having jurisdiction over you or your assets, all at the sole election of the Lessor or is Assignee. You hereby irrevocably submit generally and unconditionally to the jurisdiction of any such court so elected by Lessoror its Assignee in relation to such matters 22. Miscellaneous: This Lease contains the entire agreement between you and us and may riot be modified except as provided therein or in writing signed by you and us. We will not accept payment in cash. If you so request and we permitthe early termination of this Lease, you agree to pay a fee for such privilege. Notices must be in writing and will be deemed given five days after mailing to your or our mailing address. If a court finds any provision of this Lease to be unenforceable, all other terms of that Lease will remain in effect and enforceable. You agree that any delay or failure to enforce our rights under this Lease do not prevent us from enforcing any rights at a later time. In no event will we charge or collect any amounts in excess of those allowed by applicable law. Time is of the essence. You agree that a facsimile copy of the Lease with facsimile signatures may be treated as an original and will be admissible as evidence of the Lease. You hereby acknowledge and confirm that you have not received any lax, financial, accounting or legal advice from us, the manufacturer or supplier of the Equipment It is the Lessee's sole and exclusive responsibility to assure that all data from all disk drives or magnetic media are erased of any lessee data and information. 23. TBS OBLIGATIONS FOR MAINTENANCE AND SUPPLIES a. TBS agrees to provide full service maintenance including toner, developer and parts necessary to produce an image. TBS will provide inspections as required, which may be made in conjunction with regular or emergency service calls. If service is provided at time other than during TBS's normal business hours is furnished upon your request you will be charged at TBS's customary rates. TBS will not be obligated to provide service for repairs made necessary by carelessness of the operator, accident misuse (including failure to follow the manufacturers published operating manual) abuse, neglect theft riot, vandalism, lightning, electrical power failure, fire, water, or other casualy, or to repairs made necessary as a resultof service by personnel not authorized by TBS or the use of supplies other than those provided by TBS. Separate charges for repairs or parts replacement due to the foregoing shall be bore by you. b. Except as provided below, TBS will replace all covered parts, consumables and supply items without charge. You agree to replace any pads, consumables and supply tem as a result of carelessness on the part of the operator, accident misuse (including failure to follow the manufacturer's published operating manual) abuse, neglect theft riot vandalism, lightning, electrical power failure, fire, water, or othercasualy. c. If you are in default under this Lease. TBS has the right to deny performing any service and/or supplying any products. d. Under this Lease. TBS's liability with respect to any property damage of injury (including death) to persons arising out of or connected with service performed under this Lease is strictly limited to that unposed by law and there is no contract imposing any greater degree of liability. e. Title to all supplies furnished hereunder including toner and toner bags remains with TBS untl you consume said supplies to the extent they may not be further utilized in the image making process. We may charge you a supply freight fee to cover the cost of shipping supplies. You agree to use the supplies provided at 'no charge' on the Equipment You will not take designated supplies from Equipment to be used in any other equipment not covered by this Agreement You must purchase paper and staples separately. I. Stated supply tem yields represent 100% of manufacturer stated yields based on standard 'letter size' copies with 6% image coverage. At the end of each annual billing period or billing cycle, you will be biped for any toner used in excess of that required based a a on yields stated above. TFS LEASE WITH MAINTENANCE • 06011 STATE AND LOCAL GOVERNMENT ADDENDUM AGREEMENT # 2357782 Addendum to Agreement # 2357782, between CARMEL CITY OF, as Customer and TOSHIBA FINANCIAL SERVICES, as Lessor. The words you and your refer to Customer. The words we, us and our refer to Lessor. The parties wish to amend the above -referenced Agreement by adding the following language: REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and warrant to us that: (a) you have been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution or other authority of your governing body to execute and deliver this Agreement and to carry out your obligations hereunder; (b) all legal requirements have been met, and procedures have been followed, including public bidding, in order to ensure the enforceability of this Agreement; (c) this Agreement is in compliance with all laws applicable to you, including any debt limitations or limitations on interest rates or finance charges; (d) the Equipment will be used by you only for essential governmental or proprietary functions of you consistent with the scope of your authority, 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, and your need for the Equipment is not expected to diminish during the term of this Agreement; (e) you have funds available to pay contracted Payments until the end of your current appropriation period, and you intend to request funds to make contracted Payments in each appropriation period, from now until the end of the term of this Agreement; and (f) your exact legal name is as set forth on page one of this Agreement. NON -APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated to make contracted Payments or any other amounts due under this Agreement or (to the extent required by applicable law) this Agreement is not renewed, this Agreement shall terminate and you 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, you shall, no later than the end of the fiscal year for which contracted Payments have been appropriated, deliver possession of the Equipment to us. If you fail to deliver possession of the Equipment to us, the termination shall nevertheless be effective but you shall be responsible, to the extent permitted by law and legally available funds, 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 you fail to deliver possession and for any other loss suffered by us as a result of your failure to deliver possession as required. You shall notify us in writing within seven days after your failure to appropriate funds sufficient for the payment of the contracted Payments or (to the extent required by applicable law) this Agreement is not renewed, but failure to provide such notice shall not operate to extend the Agreement term or result in any liability to you. TITLE TO THE EQUIPMENT: If the selected purchase option for this Agreement is $1.00 or $101.00, unless otherwise required by law, upon your acceptance of the Equipment, title to the Equipment shall be in your name, subject to our interest under this Agreement. The parties wish to amend the above -referenced Agreement by restating the following language: Any provision in the Agreement stating this Agreement supersedes any invoice and/or purchase order is hereby amended and restated as follows: "You agree 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 related document." 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 03116 Page 1 of 3 Any provision in the Agreement stating that we may assign this Agreement is hereby amended and restated as follows: "We may sell, assign, or transfer this Agreement with your prior consent, which consent will not be unreasonably withheld." Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us under any agreement is hereby amended and restated as follows: "To the extent permitted by law, you grant us a security interest in the Equipment to secure all amounts you owe us under this Agreement, and you authorize us to file a UCC -1 financing statement or be named on the vehicle title to show our interest." 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: (i) 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, (ii) you make or have made any false statement or misrepresentation to us, (iii) you dissolve, terminate your existence or file bankruptcy, or (iv) there has been a material adverse change in your financial, business or operating condition." Any provision in the Agreement stating that you shall pay our attorneys' fees is hereby amended and restated as follows: "In the event of any dispute or enforcement of rights under this Agreement or any related agreement, you agree to pay, to the extent permitted by law and to the extent of legally available funds, our reasonable attorneys' fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee." 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 of Indiana. You consent to jurisdiction and venue of any state or federal court in Indiana and waive the defense of inconvenient forum." The following paragraphs have been added to the Agreement: P24. CERTIFICATION STATEMENT REGARDING INVESTMENTS IN IRAN: Pursuant to Indiana Code 5-22-16.5 et seq., Lessor is not the target of any OFAC Sanctions and is not located within or operating from Cuba, Iran, North Korea, Sudan, Syria or the Crimea Region of Ukraine. P25. 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"), Vendor 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, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E -Verify program. The requirements of this paragraph shall not apply should the E -Verify program cease to exist. NOTE:TO BE AN ORIGINAL. CAPITALIZED TERMS SN THIS DOCUMENT ARE DEFINED AS INAME AS ON THE AGREEMENT. A ITHE AGREEMENT, UNLESS SPECIFICALLY STATED OT MILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE ERWISE.RED 10162 REV 03/16 Page 2 of 3 P26. NONDISCRIMINATION; Vendor 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 Agreement 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. By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make such changes. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. 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 Lessor Sign ure Title Date CARMEL CITY OF Customer X Signature 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 BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE. 10162 REV 03/16 Page 3 of 3 EXHIBIT D AFFIDAVIT being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by Toshiba Business Solutions, a division of Toshiba America Business Solutions Inc (the "Employer") in the position of Me(�cw- � Oca)�1+ EyeCvhy . 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E -Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the oZ day oftibrva�- ll , 20/5. v Printed: L k �a l t. aV tl I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Printed: �e 3 �Q oat a V I S Approved and Adopted this _2L day of a2 , 20 CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Officer Date: Mary A>�i Burke,llderdbe Date: � 11 � 5� 1 / Q Lori S. Wat on, )gem] Date: 3 ®jr Carmel City INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 Page 1 of 1 PURCHASE ORDER NUMBER �j FEDERAL EXCISE TAX EXEMPT 101453 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, AIP CARMEL, INDIANA 46032-2584 THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. VOUCHER, DELIVERY MEMO, PACKING SLIPS, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 3/5/2018 368053 LEASE PAYMENTS, COPY OVERAGE AND MAINTENANCE FOR TOSHIBA 5506ACT COPIER TOSHIBA FINANCIAL SERVICES Mayor's Office VENDOR PO BOX 790448 SHIP 1 Civic Square TO Carmel, IN 46032 - ST LOUIS, MO 63179--0448 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 23925 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1160 Fund: 101 General Fund Account: 43-530.04 1 Each LEASE PAYMENTS, COPY OVERAGE & MAINTENANCE OF $6,500.00 $6,500.00 TOSHIBA 5506ACT COPIER Sub Total $6,500.00 CA�q Send Invoice To: Mayor's Office 1 Civic Square Carmel, IN 46032 - PLEASE INVOICE IN DUPLICATE DEPARTMENT I ACCOUNT DEPARTMENT I ACCOUNT PROJECT PROJECTACCOUNT� PROJECT PROJECTACCOUNT AMOUNT PAYMENT $6,500.00 SHIPPING INSTRUCTIONS AQP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN 'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY TITLE CONTROL NO. 101453 CLERK -TREASURER Sharon Kibbe Executive Office Manager James Crider Administration