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Toshiba Business Solutions/Eng/1,400/Toshiba Copier LeaseTOSHIBA SERIAL NUMBER STARTING METER �. e-studio5506ACT TOSHIBA: BUSINESS SOLUTIONS 3 FINANCIAL SERVICES TERM & PAYMENT Number of Payments 39 SCHEDULELEASE of $ 280,27 ' security CcFcsit U Received (plus applicable taxesl Payment includes. 2,000 E&W Images Per Month - Excess Images at $0,00500 Per S&W Image APPLICATION NUMBER AGREEMENT NUMBER The wads Loss", ym, wicl yourtehlt to Moum. Ttw —tds Laaw,, we, us and OW rata, 'o Teshiba rinar, :ii Services The Tdehiba r-q*m nl ie cawed Payment incl es by tin terms c! the Tcchiba Ciu*y Co"atmen6 a copy of wr:ch maybe obiarwd from yaw Toshiba 6ucaiess Sdusms ;TBS; ptorider rie uwn d+e Egv pmtarl Black Print Images Per Month - Excess Images at S - Per Black Print Image {exdivrg sohv,ae;. am ya: nave the 6gRt to vsa :; vnae•;ra farms d! Tis Loaso Color Print Images Per Month - Excess Images at S- Per Color Print Image Excess Images Billed: 3 '_'= Monthly CUSTOMER •NTACT INFORMATIO Documentation Fee: $75.00 (included in Firs! Invoice) Lj See Attached form (Schedule "A") for Additional Equipment Sacunry Dapost. Tha sw my decasit is nm ,merest beenp end s to secure your paAomance undw bs Agreen»nl.. Any secutty deposit madry airy amount owed by yaa ir, r which event ydu wd prampsy recon 171 security deposit to its Ua anicuM as set bnh 111 d all card+Dons are k:lly camo wad wit+ and provided you have nd aw been in data,, di tire Agreaner>t in the Defaut section, die security deport vne be re.t,, J ] to ya, OW trice roan d Te egWpm..ant in eccodance wide 4he Return el t-quiprienl secliw. tegai Company Name. City Of Carmel Fed. Tax ID 35-6000972 canWPerson Kate Lustig BIS-ToPnom 317-571-2432 Bill -To Fay B;aingAddress 1 Civic Square City Staile-zip: Carmel, IN 46032 EgtaMwtLocaton. -Engineering 1 Civic S En ineerin city, state -zip . iif dMerent from above) q 9 9 Carmel. IN 46032 Contact Name: Stefanie Carel I Subsidiary Location: Indiana EQUIPMENT WITH CONSOLIDATED ITEM DESCRIPTION SERIAL NUMBER STARTING METER �. e-studio5506ACT 2. 3 TERM & PAYMENT Number of Payments 39 SCHEDULELEASE of $ 280,27 ' security CcFcsit U Received (plus applicable taxesl Payment includes. 2,000 E&W Images Per Month - Excess Images at $0,00500 Per S&W Image End -of -Lasso Options: You will have the following options at the end of your crignal term, provided the Lease has not terminated 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: 1,000 Color Images Per Month - Excess Images at $0,030 Per Color Image Payment incl es Scan Images Per Month - Excess Images at $- Per Scan image Payrwhncltdes: Black Print Images Per Month - Excess Images at S - Per Black Print Image Payment includes: Color Print Images Per Month - Excess Images at S- Per Color Print Image Excess Images Billed: 3 '_'= Monthly U-7 Quarterly I Lease payment period is montriy uniess otherwise indicated. Documentation Fee: $75.00 (included in Firs! Invoice) Lj See Attached form (Schedule "A") for Additional Equipment Sacunry Dapost. Tha sw my decasit is nm ,merest beenp end s to secure your paAomance undw bs Agreen»nl.. Any secutty deposit madry airy amount owed by yaa ir, r which event ydu wd prampsy recon 171 security deposit to its Ua anicuM as set bnh 111 d all card+Dons are k:lly camo wad wit+ and provided you have nd aw been in data,, di tire Agreaner>t in the Defaut section, die security deport vne be re.t,, J ] to ya, OW trice roan d Te egWpm..ant in eccodance wide 4he Return el t-quiprienl secliw. THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED, CONDITIC Lease Agreement: You agree to lease from us the equipment described WOW 'ITEM DESCRIPTION' and on any abacrbd Sctrodule ihaemaRer, will all regacernxtt parts, reoaas,addmens and accessories, retained to as the'Ewipment') and as ovAhrid by Sapuemcnts loLhb lease from kms b time signed by you and us. You authorize us to mos! a correct on this Lease, including your aocutam iegal name, $aria nunvbera any any dthotodo-ation doscnbN ;tor Equipmani. You suitionze us to change the arropt of each Was payment by not more than 15% due to Manilas n he eoupmem confWrapor which may, occur price to our acceptance of his IBaee N zcluswtmis 10 reflect appicable saes axes. We will sand you capes of eery Manges You agree to povids updated annual andAor quarterly snantal slatrwas W us upon request. You sumor:ze us or our agent b obtain Credit repos$ and make credit :rqursc regarding you and Your financial cond:kon and W DWON yew inbrmakm, ockr rp payment history, to err ase+giees a third parties having an e onom:ic interest n %a Lease or This Ecuipmenl To"a %ancien SenWes (TFSi is net responsiLie !ser ser—or mariammus other aqupment and —nor pr y to any aervia mamtenar>aa ageerrer:t 2 Lest Commencement, Tyvs Leasevwy convnence upon your acceptance of the appliabe Equipmentmien you racers the Equipment- you aXar b inspect N and vent' your acceplana by telephone a, at our request; by delivery of wnben "dance of Acceptance ustaclay to us. Upon acceptance. your obligations under Cis Lease suis become absckele and unconditional. and are not suoyct to cancellation, tedueson Or soot ke any reason whatsoever At payments will be made to :is � accordance will, he appacablr Schadut al our address or at such other place as we may desgnater in sur ang. You agree to pay an inteeam real pavmm1 equol to ,301. of Tae rnonin!y renal, ;^applied by rumber of days betation rare! commencement -date and one date of slit tegrj, ng of ere Est remai peteod. For any peymenl that b n01 racts"d by ht due date, you a" to pay a late Cbw9e equal 10 the signer of 10% of Ce arnount due or $22 (o to exceed the maximum allowed by taw) as reasonable miecivv, costs 3 Image Charges: Each month it -rig the Term or Fels Lease. you agoo W Wer to us the Lease payment and ai Ce- suns when Je and PavaINO to to address we provide W you from pone b kms. n ietwn Wr the Lease paymoni. you we eNeed to prwduct it Imt=.^.mum Num ON of eviages IN tach aspiccahio ihage type eau h month. You also mires to pay us it,,e Excret pr stage Charge for each nWYered image hat steeds the aianacabte Murmurs Number Of mages Ne reserve the rr}hf to estimate Ca number of anagen used 4 you do not p;w ds us will male, readings *.-thin seven days of ragtaest We vnl adjust the aslormad shag. b excers images upoo ratepl of actual mala r eadngs. Norw nwaduig my a>$usarerils. you will never remit b us loss Can ahv M,rxmum Pa}mnem each nWrh YOU agree Cat we reserve Ce right too crease Lha tease Payment wxyw tw Excess per image Charge each yea during hs Tam of he Schedule by an amount trot to accord ten percent (10%) efh lease paymerl and.a! he Excess par Image Clogs n abe::t at the and of IW prior annual period. Ad con option. you wil (a) provide mBbr tea0kegs via aC aOm. at o websib when raidueaad by us. Ws may charge a lee b recover les cat d m*W colacbms e rra'ws are roiyuasled big nor submitted through the automated websile. (b) Prorate us by elePlat9 or facs m:e this actual meter readings win re; eared by us. (C) New us (or out agent) access to the soltapm. ON to obtain male, readrgs. (d) New us (a Our aganl) to attach ark aulomapc mater reading deice to ca Equipment. We may audit the aranaac mater reading derive pwWdicaly. T you have a dispute wilt TBS, you cpMinus to pay us al leans payments and Excess pr Image Charges without deductions a w thhodlog deduclicm a WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EOUIPMEN'I S FIT FOR A PARTOCULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTAtt,E YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT AND TBS BASED UPON YOUR OWN JUDGMENT ANO DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US, YOU LEASE THE EOUIPMENT'AS IS', NO REPRESENTATON OR WARRANTY OF TBS WITH RESPECT TO THE EQUIPMENT WILL BIND US, NAR WILL ANY BREACH THEREOF RELIEVE YOU OF ANY OF YOUR OBLIGATIONS HEREUNDER. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YCU ANY CONSEOUENTK OR INCIDENTAL DAM k3ES FOR ANY DEFAULT 8Y US UNDER THIS LEASE. 5, Stautory Finance Lam'. You agree that lis lease quaill as a statutory frim" !®ore under Node 2A of h Uniform co moorcial Code TO lou oxfont you are Frustrated by applicable Law, you waive all rights and remedial owf%-Od upon a bases by Nide 2A (seokoits 50&522} of the Uniform Camwcial Code 6. Se call Instead: You suMaaa us to dib a kna+dng serer eM with rasped ki the tris Lease is cashed b be a soured bmsadw, you grant us a shanty xderect in to Egteprnanll b wore as your otA gatiuns under This Lease. T. Use Alsltnlenow and RapW of Equipment: YOU W LL USE THE EQU iPMEN I OriLY IN THE LAWTLIL CONDUCT OF YOUR BUSINESS AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. You with nor mov'9 cue Equeor sof tan Ce equpmeM lobation listed at Tfe schedule, without out advance emieen consanl. You wry give us tessmaber access to This Ewomartl so That cos can ',~heck to Ewromlea s Wass nce. Condition nal proper mainlmance.. N your cost, you wit keep the Equpment of good tapak,.condim and waking orow. ordinary west and br tsceptad. You will not make any permanent alwartms to Tv Ea+nynnt. You will: keep this Equipment ler sod cies of all liths. You attgn to us all of your f9hit, btu nor* of you oal.gwi ns. order my puchase agreement IN, the Equwmnm Wo asspn to you all or tight under any 186 ormanaoa. to long as you we nal in default. 8. Tara and Lent Charges: You agree b pay At taxes, cats am evpansss incutred by us as a Consequence of " Ownership, salebast a use of he EiWomenl including eq sates, use and doornemuty zfarp ;ante Any fee cbarged under ms Agraoment may include a Profit and is subject to app ecabse taxes. 9. indemnity: You *,A indemnify and hold as harmless tram any and as IiaMkty, damages, losses of irgries actudug reaeonade attorney s leas, arising Cut of the owns shop, uses, comMion a paesessron of the Equipment, except tic to extmh directly caused by err goes negt:gesWecewisfW miacorduct. YVsmwvehrio,trocwk*radeeriseaMtosolocl(xapprovedetantecwnW TYksrhdemmywil arviveme Nomination dfthia Leat. 10. Risk or loss; Insurance' You weresponsible for riser of doss N kr any destruction dor damage b Ton sgapment No such loss ordamage shay mieve you from the payment obligations under Tis Lease. Yw apnea t0 keep Ise Equ'pmer,i fiaiy insrrd against loss unto Chs Lease ,$ paid n ;al and to have us and our assip it named as loss payee. You also agree to maintain pubic iisb!4y ,oauranoe covering both personal drywy and property damage and you shall name us ad ou aseirpts u add.;0rat insured. Upon tequesa, you agree to provide us osrtfealas of evidence of M Lancs acceptable to usl you do net pfrivkde evidence of acceptable Insurance, (a) we have he right put no obligation to obtain insurance Covering cur inkiest (and Only Our inMrat) e, he Equipment b Ce Leate term, ad renewals. Any insurance we cblan willred unsure you against Card party or list-rty claims and may be cancelled by us al any Time You vas be required to pay us n addiicinal amount each ",,h V the senna and ado it srakve h e Tne Cal maybe more than to cos! of Cion ng your con Os none and we may make a profit You agree b cooperate with us, our issue and our agent in fre placement d coverago and with corns. of (t) wt may wane the inawafWa nequvemau and charge you a morAry property darn" suchage m dee ion"t Of W36 of the t04v steam of paymeris b cover our Credit risk. w1mimskaivs Colts ad other cats and in which we may male a profit Ana anaccapabs Certgcae o endenca of inxurame :s sul—lied, my such lots ray be drsominued. If any of the Equipment is !at :Wien re damaged you wing at Your opbrn and Cat. w1w.. (a) repair :no dem a repace ger Ixiin will a common ie iters reasonably aoceplabe to us, a (b) pay us co sum ser `ovm in the Rained" section. 11. Right to Perform: If you alae b cargty with any provision of Its Loam" may. at w option, perform such op4igabons on your behalf upon nvosxe you will reimburse us hr al-. costs moused by us to perform such Obligations 12. Rapreeerdatlom: (a) YOU rtprOW4 and warm to us that (1) you have to lawfa power and authority to ante ince this Lease, and (2) it* individuals sgring Rs Lease have been duly aumonzed W d0 so on your behalf, (3) you of provide us seen Inancta information as we may reaserabyi request from kms to lime, (a) it financial nkxmaficr provided (a W be provale!) W (o we bei accirate and contnleb mat mapaialrespects, (5) you wig promply, ndily us s w ong ;f you move your pmcal place of business a there is a chain r )off name stale of to mal on, or owneruYp, and (6) you w,l take any acl:ai wriraasC at:y requed b protect ou nglt in the Equn . i, (b)'49 repeanl ant warrant to you thal (1 i we have Ce 40w power and amba:ry W emu into this Lease, ant (2) me ndivduals sk q this lease have beer, duly sumot,zed W do w on 0u boar t3. Default: You is be or dtfau3 under this Lease'I (a) ire do nal receve my pavment dare undo, fha '_ease colon. len (10) days arm tic due date, (b) you cul to mai any of your obligations in h Lam (cher, Can paYmerd Coligalions) and do not —1-1 swh defaust within 10 days of of we send you .,thin. Prow! of such dofaue, (c) you beta^* inseivmE, are liquidated Of dissolved, merge, awakes a material portion of your ownership enteral or assels, step dory business, or assge rights or property br the benefit of C vdtas. (d) a pehtwn its fled by of aganct you under any bankruptcy a irsolvioncl favi. (a) any ropr95enaaM made by you is false of misleading in my malarial rasped, Of (I) you default on any Weer agreement wan a of Our assigns 14. Remac in: d you ore m default, we may, of Our pafoei, do my or all of the fpiowirg (ori ,91.41 your soc,,lyr deposit, if any, (b) terminate h:s Lame.. (c) require that you pay, as compensation for lost of des began and not as a pehatty, h am of (1) al amcxints due and payable by You at accrued underCis Lease. pkis (2) the present value of all r emwmng payin .'s to became due under Itis lease (discounted at 6% of via batast rate mfowed by taw), and (3)(i) he amount ct any purchase option and, if none is specified. 20% of the signal equipment cal whish mopesent our anbcpated resduat value in the Equ-1 N ;ii) return he Equipment to a location desgnadod by us and pay to us me excess, of ay, of he amount paystiae under cLute 3g) above over me Far Matter Vaiiie of the of rine Equyimant as derernknad by us in Our reasonable discretion, (d) recover o -W ost on any unpaid balance, at the (art of 4% per annum, and (e) exorcise Any olio, remedies available to us M taw a ir. equity. You agree to payout reasoonahie Nromeys fees and actual coral oafs including any earl of appeal. d wB have ro take paaesspn of TN Ewiipmool, you agree b pay me ca! of repossession and we may sell Or re -fed the equipment at lams ore detemne, a. as N more pubic N private saes. corm a w trout fmtcu to you, and apply The net pro eeds Wer deductnq any related expenses) to your Obligations. You may remain kable for any dehciemy with any excess tang rNamed by us. 15 Purcfiaa Option: N Ce and of me Tam provided you are not in defwlt. nal upon K days priorwnlerr nol from you, you cont ahsr (a) ierun of tire Egapmenl, or (b)prchm a aerie Equipment as is. wimwt any wawarty !0 eonotim, vague of ide kr Tit Fair Marxet Value of the Eakop meat, as dolerm oved 4 us in sur reasonable daoniton plus "kaDEe sales aid other taxes 16 Automatic Renewal: Tins Least cosy agomaimGy renew on a mio m-tomronm boat aver the Torm unless csicei!ed by either party upon 30 days Mia comas nate, and You shat pay us he same !ease paymams and lease Charges as appied during One Tam (mal be sutird to the terms and cor ,bons of this Lease) until me Equipment is resumed to us of you pay us the appkcabk "chase price (rd taxes). 17 Return of Equipment: If (ori a default ear a (b) youdo nor purchase rue Equipment at The end of the Term pursuant to a slated purchase option. you," immla liatery retum the eequell rant to any lccaicirr we may des4'fate in The Contrive l t:: ted States. The c"quproti raest D9 rekr!fed m -Average Saleable CondibOn' and MOpeny packed M SNpman: in accordance sum our recommendations or specikaW.4, icght prepaid and mored 'Average Sa!oable Coridiion' mans that sli of" Equipment is—scialay avaiabs br ze by a this pay MW than Yw, wimout the need for nY rqpair ce rekfpMrrW.I Al Ecc;ipneni m id be freed marks : Js. You willpay sec o any out, g a rlebclne Pslc a xcassa:es. 18. Assgnmrm: We may, wihwl'yor oonsant, sstgn N amefer any Eguipri—I a !his Lease, of any n" ening under hic Lease and n such event err assignee Or transfer" wing have he rights, power, piv.%os and remade s of ossa hereunder. tut rione l ore obiggaiM6 upon b assiyhma:t Yw agree nor Ie asst,:, as aganst ox asugnete.. my datertse, WCr. rtcalpmenl. dam Or Cwtolive imr that You may have 83ainsi us Yw coil notassign, Ianslar to s tease this Lease a any rights thereunder or any Eq,* -.W subject to his Lease a,mwt our prior widen eonsenl. IS Personal Property Tea (Piet): You agree at wr d*cwvori to (a) lernburss us stnua€ly for at personal property and axes assocamed with the ownership, possaaw Or use of the Equipment a (bj remit to us each biting period our edrnant of the prorated mquivatad of such taxes. You alga In pay a an admnissrapve fee br the processing of such taxes 20. Tar Indtmr*r You agreeb erdemin fy us for the las of any income lax bereft caused 4 you acts a omissaans inconsisvent with Or enbsemerl to certain tax benefits as amen Of!hs Equipment. 21. Governing Lser: 80TH PART IES AGREE TO NAVE ALL RIGHTS TAA JURY TRIAL. 'hit Agreamernl and my supplement s W be 66" 1Wy executed aro periamod in the state d Lassa a its Arignee's principal pace of busiooss and shalt be governed by and Construed ore accordance wRh iter laws. If aro Lessor or its Assignee shat bong any juxt pfeeeeing in *raw to any maga &:sing under this AgresmlenL you rrevaaby agree that any such matter may be adjudged w detamined in any baud or courts in the %Is%of he Lessor or its Assignee's pnopal phot of business, of in my court or courts of your state of residence, of in ny otter court havhg,vrssdidion over you or your assets, al at Ire cede election ot're Lessor a its Asegree You hereby nevocady submit gemew.1 and uncortdikaay to tiro junskl4n of any such Court so sleeted by Lassa a lits Assgneo in retailer, to such maiers 22. MiscNbnepus: This Lease contains Ce entire ageement between you and us and may not be modified except as provided therein or n writag signed by you and us We *is not accept payment in cand you so request, and we peroral me say tanrrabm Of Cs lease, you agree to pay a toe for Such Wivilege. Notices must be in vribng and wile los deemed given live days ata maevq to your Or or mating address. If a cart Ends any provision Of tins Lease W os unaniameablo all soler axons of tot Lease wt remain in edea and er:Wrc*ate. You sgres Cat any delay or larl re b nfcea our rirg,ls under this least do sol prevent, us from enfarng any right al a iael lona, In n0 Wren( wig ire charge or collect my amamis n excess O' hoes slowed by appicable taw TLT•e a d Ce essence. You fires that a factum copy ditto Lease wfi facsim;is mratura may N treated at an agonal and with be adrrss wbNs as sodenoe d Ca Lease. You hereby xknowefdue 2nd ca,stm hat you Hare nal ,eceived airy Wer, finatc':a, accosnb:ig a egad ad eat from us. me mmi factuer or supplier of ha Equipment. 9 is rte Lessee's oda And ekctusive tesponSbiMy to ansate that 0 data from all disk drives or magnetic miedia are Nosed Of my aura data and rbrmabon. 23 TBS OBLIGATIONS FOR MAINTENANCE AND SUPPLIES a. TBS agrees to pm;d'a tug servicemx'sbnarco :ftaudrq tuna, developer and pats necessary to produce on image. TBS wie povbe mspecpas as required. which may be made in eaeuncpon w h regular N eTuKgency swm:ce callsd servror is provided at tine other Gan daring TBS's forma business oars t lumished upon yo r request. you wig be o haa:ged al TBS's customary rates TBS wig not ba ntgatel to porde service to repairs made necessary by caaessness of the operato, accident, misuse (nckitl ft"re to tot" he manufactuer t pubrsbed operating manual) abuse, neglect, hat, W. vandalism; Ighimmg aded;ica power talus, fire, water, Or Omer casualty, or to repass made necessary as a result of service by pasomne not aumduod by TBS Or the use of suppfiass deer than those provided by TBS. Sepstab charges fou radars or parts isplabommt due to the foregoing shay be bane by You b. Except as provided blow, TBS+A replace aiii coveted pats, consumatras and soppy lam9 wcho t charge. You agree W to0acs any parrs. corisrrables and supply item as a result of caraeasress on the pat d the epoialor. acciderr, mouse (ndwdng (aaue to follow me mmufarlurws psatitthed owmi np manual) Abuse, neglect, theh, mol, vandalism, kghlrwq, Weancal paver failure lee, w.sa, Or char, cast ogy, o. if you stern dofaul under bis Lease. TBS has the not W deny performing my service nda supplying any ProouCts. d Under this Lease. TBS's kabitiy with :aspect to any Property damage Or injury (including death) to poisons ming out of ce connected w,m service performed under Uis Lease is Brialy iniaed to mfr krpowd by law and has is no Conrad -Posing any ;,saw deT.ee of rabi'lly. 9 T;te the as supplies 6mished hie,^ liar including toner and tuner baps remain with TBS una you consume said supptes to the extent they may nal be hrmr uplzod in he image making process Ne may charge you a soppy SaigW e9 to cover he Coal of sh,ppang supplies, You agree to use the suipphas provided al'no C herye' on mar Equipment. You iris 90Th tare dasgra!ed supplies from Equprrent to to used in my other eggqmNX nal cowed by Cis Agreanent. You must pucliate papa and stapes separatety. f Stored supply ta!t yitids wesent 1003 of narNfaduer stated Yields based x s`,adad'lener we, copies wh 6% Image coverage N the end of earn amus bgfng period of being cycle, You will be bili ed for any toner used in excess Of MI required seed or yieldt staid above. 3 Of 4 TFS LEASE WITH MAINTENANCE - 060110 bnk CONSENT TO ASSIGNMENT VAGREEMENT # EQUIPMENT FINANCE 2401245 Re: Agreement # 2401245 between Toshiba Business Solutions ("Assignor") and Carmel City of ("Customer"), dated Customer hereby consents to the assignment of the above -referenced Agreement to U.S. Bank Equipment Finance, a division of U.S. Bank National Association ("Assignee") and, effective as of the date of this Consent to Assignment, and until further notice from Assignee to the contrary, agrees to recognize Assignee as the sole and exclusive holder of the Agreement, with all rights, benefits and privileges attendant thereto, but none of the obligations of Assignor under the Agreement. Customer further agrees to direct to Assignee, or its assignee, all payments now or hereafter becoming due pursuant to the Agreement. Customer agrees that the rights of Assignee will not be subject to any claims, defenses or set offs that Customer may have against Assignor. Toshiba Financial Services Assignor Signatur Title Date Carmel City of Customer X Signature G FFi c Ads-r.� i� hralo� 4-12-`4 It t 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. A562 REV 04/16 STATE AND LOCAL GOVERNMENT ADDENDUM AGREEMENT # 2401245 Addendum to Agreement # 2401245, 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 attomeys' 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: 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 03116 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 Lessof� Signature / 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 BEAN ORIGINAL CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE 10162 REV 03/16 Page 3 of 3 Approved and Adopted this L day of 20 41. J CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety -1 Brainard, Presiding Officer / A r -?off Lori S. Watson, Member Date: ATTEST: Christ' S. Pauley, Date: City ®f CarmeINDIANA RETAIL TAX EXEMPT �II'11 CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT ONE CIVIC SQUARE 35-6000972 CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. 7/24/2018 368235 TOSHIBA BUSINESS SOLUTIONS, USA VENDOR PO BOX 436357 LOUISVILLE, KY 40253 - PURCHASEID BLANKET CONTRACT PAYMENTTERMS 27887 QUANTITY UNIT OF MEASURE DESCRIPTION Department., 2200 Fund: 2200 Motor Vehicle Highway Account: 43-530.04 1 Each Toshiba Copier Lease Send Invoice To: City Engineering's Office Kate Lustig 1 Civic Square Carmel, IN 46032 - DEPARTMENT Page 1 of 1 PURCHASE ORDER NUMBER 101813 THIS NUMBER MUST APPEAR ON INVOICES, AIP VOUCHER, DELIVERY MEMO, PACKING SUPS, SHIPPING LABELS AND ANY CORRESPONDENCE DESCRIPTION City Engineering's Office SHIP 1 Civic Square TO Carmel, IN 46032 - Kate Lustig FREIGHT UNIT PRICE I EXTENSION $1,400.00 Sub Total $1,400.00 $1,400.00 PLEASE INVOICE IN DUPLICATE ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $1,400.00 - AID VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A SHIPPING INSTRUCTIONS PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBUGATED 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 Jeremy Kashman TITLE Director CONTROL NO. 101813 CLERK -TREASURER