Mayor's Office-Lease - Toshiba copier 4/2014 expires April 2018Toshiba 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-
firI 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
TOSHIBABUSINESSSOLUTIONSIaT.
APPLICATION NUMBER AGREEMENT NUMBER
The web Lessee,you,andyour referbthe customer.The wordsLessor.we,us and our refer to ToshibaFinancial eeMCes,The Testae Equipmentb 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
excbdngsorbay)andyouhavethelight to useitundertheterns of N asisLee.
CUSTOMER CONTACT INFORMATION
Legal Company Name: CITY OF CARMEL Fed.Tax IDq:
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 STARINGMETER$ ,
1. 5540 W/LCT-FAX, SADDLE STITCH
2,
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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 thePaymentincludes: 2000 Color Images Per Month-Excess Images at $0,04900 Per Color Image You will have Na follanrg opiwnstet the end of r'Yoc
Payment includes:N/A Scan Images Per Month Excess Images at anginal term probQeddseLeasehastwltemneledp-aY 9 e N/A Per scan image eadyand roc event of default uMer the LeasehasYgh,
Payment Includes:N/A Black Print Images Per Month-Excess Images at N/A Per Black Print Image oocunedand lswbntn µyTare-Lp$' 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 theLeasepersection i t 1 % 9 teat'
Excess Images Billed: Monthly E Quarterly Leasepayment 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- iStlDDIG r
Documentation Fee: $75.00(included in First Invoice) See Attached form(Schedule"A")for Additional Equipment
Security Depoait The security depositLs non nwestMarinend bb mama your petemarca under It Agreement Pay smartydeposit made maybe appted byastosay my amountowed by youn,In winch event youbill promptly restore the comity
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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
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to of purposes,Including,vrMoutMitten,thoseWined above In this Becton Without embed and satiable toforegoing,the pates bailer agree that forpurposes of exAng tds Lease.(ape document signed and tanvrdtled bylecurtlle or other electronic
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swiss toMa enforcement olthisLease vial a facsimile potherebcSardc tradmissbnwas used b transmit anysignalaeof a pay toWsLease.
Pint Name:I ISignatue:X_I Tutee spate:
PERSONAL GUARANTY
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Print Name of 1stGuarantor 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:Youagree tobantan us to egapmenl denotedunder'ITEM DESCRIPTION'end on anyatacAtl Schedule thwehater.AO el replacement pas.rapers,dams ad acceeeeets.retied to n the'Equipment)adeamaw bySwismenbbthisLeasetornbentoliresignedbyyouandus.Wu aawna ustoWarta correct missing armadas co this Lease Unabg yw scares bgal mares,merit ambersand wryother bib:talon desmltg the Equipment youAwn uslochangetobegunofbasepaymentbynotmorethan15%due to changes Into equipment angwatn Mich mayoar prior to our eaeptara of Nsbase oradjustment bnoted pptabbeels Wes.WeWI sendyou copies of anydrapes Youagreetoprovideupdatedannual*Arlo(quarterly Mandel atabmenbb supon request You adobe usa m agent toobtain creditrepaid and mate add;mutesregadnqyou ended tmmdasoc&n endto wade Your donra:on WAN paymentberthtooutassigneesorladpatsshanganeaembinbredIntbLewestheEquipmentToshibaFInmdaMinims[TES)Is not reaparebb far saMa or manbmm ate ointmentand we notparty beyu ndoe maintenance agreement1.Law Commencement:This Lean W,I commence upon you acceptance ofthe appicable Equipment Wien you nano the Equipment you agree to impact randverily yew acceptance by telephone cr,bas request by dot*ofwad evidenceelKepmrscesatisfactorytous.Upon capWia.yesobgdns under Ifs Leaseaces become abwbb and unconditional,end are notwildb canmnton,reducton a sate Ice any reason whatsoever.Al pafinerowed be made to usinaccordance Ai leapplicableScheduleatourdressoratouchotherpenaswemaydedgna:e In W eng,You agree b pry an b eim rentpaymentequal b Wet of themalty renal,mut$od by te number of days between rentcommencementdab aid he dab of Mbegnmigoftheedrenulparted.For any paymentnapenotreceved by Ps duedab,you agree to pay ebbcharge equalto higherc4 10%of to amount dues 522(notbexceed see madmen deed bylaw)as seasonabne co0ectmebb3.Image Charges:Each math damp MTam antLean,you agree bredtous the Leaee Paymentand alcaw tamewhendes and matte tohe addresswe Provide byes tan tine Latin.Inaunt to Lewpaymentpot we*died toproductteMawrHunteroflopesIneachapptbablhagstypeeachmoanYoualbagreetopayustheExcessperImageChargehesetmeldedmagethatexceedstoappieaeIMlmanNumberofbugs.We remove the rightanimals te amber ofimagesusedofyoudoMprovideuswasmetareadirpaMOMtereendaysoftenetWevatanisetteestantadsergetarassemblagesuponwentofactualmetermangeNobttapdvganyadjustment,you WInever remits,us bee than he khte'nPaymenteachmonth.You agree baths reserve the right to Stream to boaPayment ands,the Ears per hugeCharge earth yeadingthe Termof theSchedule byas amount notto exceed tonperant(10%)ON Leah peynent dim beExaeeperImageChargeinerectileendofthepriorannualprodAtowopta,you W(a)providemeterreadings W an donated webouaWhen requedd byus.We maychargeefee torecover the costofmad coledme ifmeters arerequested but act manedthroughseegrindWebb.(b)Provide us bytelephone or lacshdb to AAmetareadingswhenrequested byus.(e)Alow YA(a w gent)aurae totheMulPrnentbyahn metaread:ga(d)AtoneW(a w head toAttach an MomentnetrreedtgdevicetoEquipmentWemarsadhesummatenbrreedingdeviceeidetically. you have a dispute Wn TBS,youcontaet payus a1 Lwepayments and Earns per hap CagesSane deductomawttbdng deduedems
d.WARRANTY DISCLAIMER:WE LM(E NOWARRANTY EXPRESS ORWSW°,INCLUDING THAT THEEOUPLENT IS HT FOR APARTiCU AR PURPOSE OR THATTHE EQUPMENTIS MERCNANTA&E YOU AGREE THAT YOU HAVE SELECTEDEACHITEMOFEQUIPMENTMDTBSBASEDUPONYOUROWJUDGMENTANDDISCLAIMANYRELIANCEUPONANYSTATEMENTSORREPREsENTATDNsMADEBYU.S. YOU LEASE THE EQIPMEYT'A51S-. NO REPRESENTATION ORWARRANTYOFIBSWITHRESPECT70THEEQUIPMENTWLLMUDUS,NOR WILL ANY BREACH THEREOF RELIEVE YOU OF MY OF YOUR°ROGATIONS FERELNOER YOU AGREE TINTWE WALHOT BE RESPONSIBLE TO PAYYOU ANYCONSEQUENTIALORINCIDENTALDMMGESFORANYDEFAULTBYUSINDERTHISLEASE.
5.QetACryMince Lease: You Nose dal ntsteas qualifies ese dANyNaha base underAideSAofM tndai COmmerdalCode.Tote extent you ore painted ty gpkabblaw,youwaive d rights andremediesInferred upona bsseebyMole2A(sections 508-522)oftheunt im Cormorant Code.
O.Searlty Interest Youauthorize a to w a Mendingstatmerarth respectb Fe eflrrent If ties Leaseisdeemedtobee nearedtansxtonyou granttie a waitsIntroit lithe Equipment tomare al you'obgatoneunder males.
T.UseMaintenance 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 WO not acne are Badmenfrom be
equipment baton listedon Me schedule%MWutour balance eatenconsent You at gin us reasonable amass tothe Equipment wthat we can check to Equlpnmtsebsaa.,cadNco and proper manbvne.At your coat you Wskeep the Equipment ingoodrepair,oondfbn and endingorder,seamy seer and tea excepted.You WI notmake anypermanent bretam tae Equipment You ell keep the Equipmenthe and debofal liens.You aWpi bus d aywrght%but none oyou obgads,weeranypachaseagreementSottheEquipmentWeaaagrhbyouburngthUdetwryTBSwnaaqecbgayeweofindeta&'t
ItTaxes end lose Charges:You agree to pay ail Wee,oats tad expenses hared byus asa consequence of the amerobp,sae,led or use of to Equipment,ncbdtp a1 naba use and docunenWy atop Ws My he Waged under thisAgreementmaybabaaprofitandissaidtoepplats,Wee.
t,Wendy:You willI leandy adhob usharmless from anyaidedWilly.damage,,bwa or gabsIr dfgteaxnebb adrneyciw,aiing onoftheownrate,use,conaan a possessionofthe Equipment,sweptlo theextentWedgy causedgwgrossnggenceOrMINIgwaductWenervetherighttocontrolModeNms.and tovebctor approvedefensecounsel.This lrdeane arid fa tamhatin ofthis tease.
ID Risk or Lose;Insurance:Youin seabnenb forriskof Ina or terany deetwen of or damps roteequp oint NoantlossodaaageandGemYou tal thepaynsnobgetoruuMr Mk Lean. Youagree tokeep the Equipmenlm:y hewed panesbe.watt Leine is pad(0 as andte have us and our anions nameda bee payee.You also agree b mend pubic lablIt Inwaweaverng both personal injuryand propertydamage and you dolma us and our assigns as dame geared.Upon
request you agree to provide uamtteM or evidenceof insurance moquette la ',you do notpone evidencecf a%epbbb insane,(awehen be nightboth*obligation to oastMurano.aaeing our Whetlad only es ireareeghM EdpmenttorteLeaseMm,and renewab.Myentrance weobtan will notPureyou egana Mid partyor ImleycWru end may be cassette by us at any tae.You ell beMildred topryus m addtonal Ghenthub amrdn Inbe Innate endadMMetaive M.ThecoatmaybemorethanFeowlof°Matingyour own inwrabeand se may marea poet You greet cooped An us,oar nave and ourpentIn theplacementofoverage andAl cant o(b)we maywain Fe Insurance requhment end charge you
monthly popery damage surcharge in be mount of 0035 of thetots than of payments b osaw aeda M.edmbdetahe costs and other coatsand in Act wemay make a profit Once an aapdble bidet or railed ofIntranetIs drawl mysuchleasANbedbantwed.If anyof the Egu'pmentIs bat stoles a damaged you ellat youropts and cash'tee(a)repay the tom or replace me item with a orprabbdi reasonably aaeptabb to us,or(gpay us the sum set bed In le Rendes
coda.I t Right to Perform:If tad tocar*withany provision offhb Lew,we root a our option,perform such°elpatauon your behal Upon braceyou WIreimburse usfa as matsbarredby us bpeHmn Rich obge:oneI2Representations:(a)yesrepresent ad wmeltto us that(1)youhave be I,ld and and dimity to ens,Into this Lease,and(2)see edMalw sgrgthis Lease had been duly authorized lodo to on pm behalf,(3)you WI wade us awnbads)rbnbn as wemay resauby regeakm timemdme,(41toNanda Inlxmefanboded(a bb pcaded)Is(a sea be)actuate and anode inat ma rlalr
trre be change in yourname she ofiomakm,a ovnwnhip,and NS)youW]We action we repreentand drat tyonat(I)w
voting if
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businessa
wry numMyrepadm pobawrgro uhte Fgtlpmant(b)We representand b you nat(1)wahae see trAld grouse and aRwlyb ens,into fts
Lam,and(2)the IndMdueb doneehe Lewhave been dugauthorizedto deswonerr behalf.
13.Debut You will beb debut under this Lew th(a)we donot wan any paymentdue under that Lewaiatten(10)drysalter todue dale,(b)you tail to meet any ofyour obgstne n Me Lease(other than payment obgatns)and d0not awed suchSpatwrdn10daysatmvsmendyourtenotmofsuchderartICIYoudameImokantofegradatedordunked,merge,bawler amalaW prtnofyouremend kited a assets,stopdoing bond,or wed right a neetf W Me tenet(ofcream,(d)a peltanlaMedby or gmdyou cederanybankruptcy or Wand law,(e)any repeerdalon madeby you Isfalseorm:Madtrg Inrry medal nyreet o 0 Youafaaaanyoar plerrertban ueawaeegns.
1/.Remedies:Ifyou weh mfaq wemay,Sts gem,doany Dofthelaming:(a)retainyour acuitydope*if wry,lb)dmkab pro leas,(c)woke that you pry,swryawabn for Sant bapin and net esa Pena',the suma(1)al arenas
doe end payableby you or aascnd under this Lease,aka(2)the preset valueofalfemaning paymentto become des under this Leone(cIlsothmeie a16%o he MartMAMendby be).end(3)(i)te areuntol any eschew onionand,droveb waled,
2DX note algid equipment cost en'dr represents our anerpaed residualyawIn the Equipment (e)retailthe Equipment to a beaten deagnabd by us and prytosou M exam t any.ofthe amount payable under clause 319 above over he Fat Mabel
Wee of the retuned EquipmentN debnined by in h ourreasonable deaden,(di recover Inbred on anytwat balarce at the rate oA%per annum ad(e)enrdse any cawmooedes sealable bus atIra a'n poly.You agree topayour reasonableconeysleesandsadoldcostsnadiganycostofappeal',a have Wake passion oftheEgapnt youepee topry the coatd repossession and we may eelor anentlieerpipnent at lama weden rni e,at or one pubicpinta nabs,
with awabut rode to you,and spyM netproceedsniterdeducing any robbed expenses)to yw dagatoe.You may roman table for anydeficiency Wt anyexcessbeing retained byus.
15.Purchase Option:Alto endate Tempwidedyou we notin deleteand upon 30days priorrtbn cob tom yes,you we enter(a)tarn ate Equipment a(b)pre rWhe allthe Equipmentas Is,Abut any*wranyboondrym valeorWe b seeFEMarketYak*ofthe Equpont as debatedbyh Siour reasonable discrete'plus!bpicable ads andoar Wee.
16.AutomeleRenewal:ThbLeahW:I sumrnatay renewer a monnbnwt basisder the Team wits cmodbd by ether payupon bdays pYrwain notice,andyouMad pay ustesane Moepayments and baschasesas applied dreg MTermandbesubjecttothearmsandccnd&nsof thisteasel untilthe Equipment-mammalbusa you pawits ppbbe gramspries(ad Wes).
17.Return of Equipment:If(a)aderavt cads,or(b)you do of posthaste Eoganeoae She end ofto Terra daunt esabd Purchase optwt you all hmediaby ratanto equipment to any locaben(3Wemay&egret Inthe continental Lend Slabs,The Egaprentmusibe reamed m'AVege SabanaDonate andproperty perked beragman eamdau bahcurrrumrendeime rnpepscabpnahayht pepad and haired.'Average SaleableCondign'Hare that et ofto Equipmentis L•medaeyaeabbtesouuaebyebirdpa',otherPanyes,%Moult.need#anyrepay arMubiehoent AllEqupmentseabenee elmaldngs.You wDpay' anymisigordefeoeve pas oraccessories.
10.Asagrrment:We may,Wthoayour consent assign Of tads(m''Egedment or WsLease,or any rightsawing under thisLease,end in such Mr(Ourassignee atanenee WI havethe tights,power,pbegeuand ramedbaofleso hweunder.to noneoftoobgadone.Uponsuch assignment you agree mio assert as gran car Synee,any debate,betel,leoupnent damor ounbadah tat you mayhave aganssus You are ml assign.tame asubbase thisLease oranylights Maunder or anyEquipmenteuNectbthbLeaseMahalwprizewnhnconsent
in Personal Properly Tan(PPf, You dee M w ditaetn b(a)reenters*as wisely In anpersonal property end similes tawsbeaded ban the owe/ship,paasesean or use of the Equlpmnta Mint usbath bEg period or atone oftheparedequhaenlasuchWes.You agree to pry usan lignite-Me fee fanpaestig ofsnobWee.
20,Tax Indearty:YoudeetoLndemdyes for the tom ofanyIncome W becelaused by yourbobormissions toadstoolMt or*dared b cabinW benefitshoar ofMe 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'spropel place of buaneea and dud begovernedbyandonatuedInsordanAbsticaxe,acne Lassa oritsAdenee shallbring any hailedproceedng11 ration b°Amato,wising uldrnls Agreement younevaity ogeenot MYsae Tishri maybe adedged ordelermned in ant bator
Doan It the sate of to Lessor or Ms Magnet's principal piece of busies,a h anyour or mob of your stab of seadente,or In any other courthavingpasted over you or yourMet,al atthe tabelection ofthe Lessor or to Assignee.You herebynmocebyarebonagenerallyanddoncitordthbthejuisddintonofarmeachsetaelectedbyLanaofhAMR"In rad,to ach nos.
22.abet/Iambus:The Law=binte entre agreementdemeanyou and usandmay notbe moiled except aspodded toren or InWang signed byyou and us.WeMg notacceptpmsantln cash Ityou tomast and we panesthe eeiy terminationofthisLease,youdee topry ateforsuch(Wier.Notices mat bekudosadWlbe deemed glen tndayeate melba lo yeworas dingscow.tocoedt deany envision ofWs Leasetobe unallowable,atoverterms oftat Lease WI/megn
erect and entrceabl.You ogee hatany delay neatenlaceow ghtsndsthin Leasedo ofprowlustom enforcing any had al e hatsee.In noevent wit we chaporwartany aomb In ands al pbee dead byMethane tow.The Isaowamnia.You agree Mee laaalecopy ofthe Lena sib fanindle sipsabres may be tread as an orgnsl andWI be admissibleas Whose of be lean.You herebyacknowledge and cant the youhen notswathed wryW,hvndet ecommtg alegaadicefromus,the manuactrer suppler oftoEquipment Mlle Lessees sole and exclusive respisidiytoasinine thaall datatomOdd d%a or magnetic medaaeerased any esee dam and bhamalen23.TBS OBLGATIONSFOR MANTDUNCE AND SUPPLIES
a.TBSdiesprovideNnsa'elne macdnace Mung der,developerand part neuessayb adduce m tnage.TBS wWpovdeinnpeetons as Ward.which maybe mw nwpaaton War repute a imbed y dyke bib],sand IsMadded at tone
Man thandurtp Tens coma hard tide le Washed upon yob'request you WJ be Waged at Tins aaowsy retie TBS eel notbe negated to provide serviceforrapers mode necessary by carelessness d he opener,'oddest rrgww(bakingMaTOlobethemanaecbredspNlshedoperatingmaw*abuse,neglect the gint vandalism,Ighnig,eeciicel posse fibre Re,wMu,o othermoray,orb repairsmade ninety harwtotswvin by PentadoouttMbdby TBS atne LeeofwebsbartanthosepwtdedbyIBSSepsesWagestorepahopacereplacementduetoneforegoing!MN bag by you.
b.Exceptaspoddedbets,TBSW1 rep'ace at amendpat,comsmabbs ad supplyMama without liege.You agree to swimany pea,onsumabbeaidapply item asa resultdcrebsences on the pal ant operate,accident.mews(nctdvgWiretofadSs*maMaiure's polished Operui g minus)abuts.neglect bet,rot vendettas.Ighthkg,eMCtbal per false,are,wad,or dercasualty.
c.Ifyouare indefaultunder thisleantTEEteas be rightIs denypn'browgany areaardorwopyi g anyproducts,
to under tie Lew.TBSs[tab Iy1Rw respedto anyprepay damage or My(Inclig death)to person ding cutof or connected we news adorned uncle;heLease athirtybedto that Imposed by tow endMen isno contedlmaenp ray weeSsrdegreeoflabiily,
e.Tae to an supplies hanished hreadee nckdug tom and mmbags mouths Mn TBSunityou amore said apphes to the extent they may net be barter unload In l Lange edtg process.We maychase maway freight fee tocow the costof
peke wpplea.You pee tousetthesobsprnad arm chase'ontee Equipment YouWgoukeba}Tad nupgiesfromEgaprrw*tobe used anyotherea'enedocaredby MbAgreement YounstWctw papa endswissspray.Send wppy itemyields represent 10%°Ima:amra anted yields basedon standard'bar dze copies Wn6%ImageOhmage.Nthe end ofeach annual bi5ngperd orbang cycle,yeu willbe bledbe anybrim used Inexcessofthat required Iviedor
sledsaced above.
E F—- l fl,t2012EXE! )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 5hasbeen 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 ourdemand 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.
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