Equipment Lease Agreement w/ Sharp Equipment Le ase A reernent THIS L ANON_ CANCELABLE,
� LEGAL'YBINDING CONTRACT . SBS
Sharp Plaza
Lease Number: Lessee's Fed Tax ID #: Mahwah, NJ 07430
Lessee.(Customer) — Use EXACT registered name if a corp., LLC or LP Lessee's Chief Executive Office - Street City
City of Miami Beach 1700 Convention Center Drive Miami Beach
Equipment Supplier State County Zip Lessee's Telephone (not cell)
Sharp Business Systems FL Miami -Dade 33139 (305) 673 - 7900
In this agreement, as it may be amended from time to time (the "Lease "), the words "You" and "Your" mean the lessee named above. "We," "Us" and
"Our" mean the lessor, Wells Fargo Financial Leasing, Inc. "Supplier" means the equipment supplier named above. This Lease and the other
documents executed and /or delivered by Us in connection with this Lease represent the final and only agreement between You and Us regarding
the subject matter herein and supersede any other oral or written agreements between You and Us. This Lease can be changed only by a written
agreement between You and, Us. Other agreements not stated herein (including, without limitation, those contained in any purchase agreement
between You and the Supplier) are not binding on Us.
1. LEASE OF EQUIPMENT You agree to lease from Us the personal property listed below (together with all existing and future accessories, attachments,
replacements and embedded software, the "Equipment ") upon the terms stated herein. This Lease will begin on a date designated by Us after We accept
and sign this contract (referred to herein as the "Commencement Date"). The Commencement Date is set forth below Our signature below. You promise
to pay to Us the Lease Payments shown below in accordance withthe payment schedule set forth below, plus all other amounts stated herein. This Lease
is binding on You as of the date You sign it. After You sign, We may insert any information missing in the boxes herein and change the payment amount by
up to 15% due to a change in the Equipment or its cost or a tax or payment miscalculation. If the Equipment includes any software, You agree that (i) We
don't own the software, (ii) You are responsible for entering into any necessary software license agreements with the owners or licensors of such software,
(iii) you'shall comply with the terms of all such agreements, if any, and (iv) any default by You under any such agreements shall also constitute a default by
You under this Lease.
Equipment Descri tion: ® See Attached Schedule also
Quantity Equipment Make, Model & Serial Number (Required) Quantity Equipment Make, Model & Serial Number (Required)
Equipment Location (if different than "Chief Executive Office" shown above):
Initial Term: 60 months Security Deposit (if any): $ 0.00
Advance Payment.(if any): $ 0.00 applied as ❑ first payment ❑ first and last payment ❑ other:
Lease Payment: $ 14,142.17 per ® month ❑ quarter ❑ other: Check here ❑ if Lease Payment includes sales /use tax.
2. LEASE TERM: AUTOMATIC RENEWAL The initial term of this Lease will begin . on the Commencement Date and will continue for the number of
months shown above ( "Initial Term "). As used herein, "Present Term" means the term presently in effect at any time, whether it is the initial Term or a
Renewal Term (as defined below). Unless You notify Us in writing at least 60 days but not more than 120 days before the end of a Present Term
(the "Notice Period ") that You intend to return the Equipment at the end of such Present Term, then: (a) this Lease will automatically renew,for an
- additional one -year period (each, a "Renewal Term "), (b) each renewal Lease Payment will be an amount equal to 90% of each Lease Payment that was
due during the immediately preceding. Present Term, and (c) the other terms of this Lease will continue to apply.. If You do notify Us in writing within the
Notice Period that You intend- to return the Equipment at the end of a Present Term, then, promptly upon the expiration of such- Present Term, You shall.
return the Equipment pursuant to Section 13 below.
3. UNCONDITIONAL, OBLIGATION THIS LEASE IS NON - CANCELABLE DURING THE INITIAL TERM AND ANY RENEWAL TERM. You agree that:
(a) We are a separate and independent company from the Supplier, manufacturer and any other vendor (collectively, "Vendors "), and the Vendors
are NOT Our agents; (b) no statement, representation or warranty by any Vendor is binding on 'Us, and no Vendor has authority to waive or alter
any term of this Lease; (c) You, not We, selected the Equipment and the Vendors based on Your own judgment; (d) Your duty to perform Your
obligations hereunder is unconditional and irrevocable despite any equipment failure, the existence of any law restricting the use 'of the
Equipment, or any other adverse condition; (e) if You are a party to any maintenance, supplies or other contract with any Vendor, We are NOT a
paitythereto; such contract is NOT part of this Lease (even though We may, as a convenience to You and a Vendor, bill and collect monies owed
by You to such Vendor), and no breach by any Vendor will excuse You from performing Your obligations to Us hereunder; and (f) if the
Equipment is unsatisfactory or if any Vendor fails to provide any service or fulfill any other obligation to You, You shall not make any claim
against Us and shall continue to make all payments and fully perform under this Lease.
4. LEASE PAYMENTS. Lease Payments, plus applicable taxes and other charges provided for herein, are payable in advance periodically as stated herein.
Restrictive endorsements on checks will not be binding on Us. All payments received will be applied to past due amounts and to the current amount due in'
such order as We determine. Any security deposit or estimated future Governmental Charge (as defined in Section 10) that You pay is non - interest bearing,
may be commingled with Our funds, may be applied by Us at any time to past -due amounts, and the unused' portion will be returned to You within 90 days
after the end of this Lease. If We do not receive a payment in full on or before its due date, You shall pay (i) a fee equal to the greater of 10 of the amount
that is late or $29.00, plus (ii) interest on the part of the payment that is late in the amount of 1.5% per month ( "Time -Value Interest') from the due dateto the
date paid. if any check is dishonored, You shall pay Us a fee of $20.00. If the Lease Payments include amounts owed to a Vendor pursuant to a
separate maintenance contract, You acknowledge that We may increase the portion of Your Lease Payment attributable to such maintenance
charges by up to 10% annually.
5. INDEMNIFICATION You shall indemnify and defend Us against, and hold Us harmless for, any and all claims (including but not limited to
claims for personal injury and death), actions, damages, liabilities, los is (including but not limited to reasonable attorneys fees)'made
against Us, or suffered or incurred by Us, arising directly or ind' �iut® therwise relating to, the delivery, installation, possession,
ownership, use, loss of use, defect in or malfunction of the Equi t is ob ti 'n hall survive the termination of this Lease.
THIS LEASE IS NON - CANCELABLE. THE TERMS OF THIS LE A C E HE REVERSE SIDE/ NEXT PAGE. DO NOT SIGN THIS
LEASE BEFORE YOU READ AND UNDERSTAND IT. PL C L BEFORE SIGNING IF YOU HAVE QUESTIONS.
Lessee: City of Miami Beach F M & LA GU = INCORP OA�9 &A ells Fargo Financial Leasing, Inc., Des Moines, Iowa
By: 7 ! y.. 40
Print name' Title: ' 7 ncement Date: ! / _ (to be filled in by Wells Fargo)
394213 v2 Sharp (SBS) True L
ttorney (' � ate ;
i
6. NO WARRANTIES WE ARE LEASING THE EQUIPMENT TO YOU "AS IS ".. WE HAVE NOT MADE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES EXPRESS
OR IMPLIED, ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. We hereby transfer to You, without recourse to Us, all automatically transferable warranties, if any, made to Us by the Vendor(s) of the
Equipment. You agree that the transaction documented in this Lease is both a "lease" as defined in Sections 1 -203 and 2A -103 of the Uniform Commercial Code ( "UCC ") and a
"finance lease" as defined in Section 2A -103 of the UCC. To the extent permitted by law, You hereby waive any and all rights and remedies conferred upon You under UCC
Sections 2A -303 and 2A -508 through 522. If it is determined that this Lease is other than a "lease" as defined in the UCC, then You hereby grant to Us a security interest in the
Equipment and all proceeds thereof. You authorize Us to record (and amend, if appropriate) a UCC financing statement to protect Our interests. You may be entitled under Article
2A of the UCC to the promises and warranties (if any) provided to Us by the Vendor(s) in connection with or as part of the contract (if any) by which We acquire the Equipment.
You may contact the Vendor(s) for an accurate and complete statement of those promises and warranties (if any), including any disclaimers and limitations of them or of remedies.
7. DELIVERY LOCATION OWNERSHIP, USE. MAINTENANCE OF EQUIPMENT We are not responsible for delivery or installation of the Equipment. You are responsible for,
Equipment maintenance. You shall not remove the Equipment from the Equipment Location unless You first get Our permission. You shall give Us access to the Equipment
Location so that We may inspect the Equipment, and You agree to pay Our costs in connection therewith, whether performed prior to or after the Commencement Date. We will
own and have title to the Equipment (excluding any software) during the Lease. You agree that the Equipment is and shall remain personal property. Without Our prior
written consent, You shall not permit it to become (i) attached to real property or (ii) subject to liens or encumbrances of any kind. You represent that the Equipment will be
used solely for commercial purposes and not for personal, family or household purposes. You shall use the Equipment in accordance with all laws, operation manuals,
service contracts (if any) and insurance requirements, and shall not make any permanent alterations. At Your own cost, You shall keep the Equipment in good working order and
warrantable condition, ordinary wear and tear excepted ( "Good Condition ").
8. LOSS DAMAGE; INSURANCE You shall, at all times during this Lease, (i) bear the risk of loss and damage to the Equipment and shall continue performing all Your
obligations to Us even if it becomes damaged or suffers a'loss, (ii) keep the Equipment insured against all risks of damage and loss ( "Property Insurance ") in an amount equal to
its replacement cost, with Us named as sole "loss payee," and (iii) carry public liability insurance covering bodily injury and property damage ( "Liability Insurance ") in an amount
acceptable to Us, with Us named as "additional insured." You have the choice of satisfying these insurance requirements by providing Us with satisfactory evidence of Property
and Liability Insurance ( "Insurance Proof'), within 30 days of the Commencement Date. Such Insurance Proof must provide for at least 30 days prior written notice to Us before
it may cancelled or terminated and must contain other terms satisfactory to Us. If you do not provide Us with Insurance Proof within 30 days of the Commencement
Date, or if such insurance terminates for any reason, then (a) You agree that We have the right, but not the obligation, to obtain such Property Insurance andlor
Liability Insurance in such forms and amounts from an insurer of Our choosing In order to protect Our interests ( "Other Insurance "), and (b) You agree that We may
charge you a periodic charge for such Other Insurance. This periodic charge will include reimbursement for premiums advanced by Us to purchase Other Insurance, billing
and tracking fees, charges for Our processing and related fees associated with the Other insurance, and a finance charge of up to 18% per annum (or the maximum rate allowed
by law, if less) on any advances We make for premiums, (collectively, the "Insurance Charge "). We and /or one or more of our affiliates and /or agents may receive a'portion of
the Insurance Charge, which may include a profit. We are not obligated to obtain, and may cancel, Other Insurance at any time without notice to You. Any Other Insurance
need not name You as an insured or protect Your interests. The Insurance Charge may be higher than if You obtained Property and Liability Insurance on Your own.
9. ASSIGNMENT YOU SHALL NOT SELL, TRANSFER, ASSIGN OR OTHERWISE ENCUMBER (collectively, "TRANSFER ") THIS LEASE, OR TRANSFER OR SUBLEASE
ANY EQUIPMENT, IN WHOLE OR IN PART. We may, without notice to You, Transfer Our interests in the Equipment and /or this Lease, in whole or in part, to a third party (a,
"New Owner "), in which case the New Owner will, to the extent of such Transfer, have all of Our rights and benefits but will not have to perform Our obligations (if any). You agree
not to assert against the New Owner any claim, defense or offset You may have against Us or any predecessor in interest.
10. TAXES AND OTHER FEES You are responsible for all taxes (including, without limitation, sales, use and personal property taxes, and excluding only taxes based on Our
income), levies, assessments, license and registration fees and other governmental charges relating to this Lease or the Equipment (collectively, with such taxes, "Governmental
Charges"), You agree to promptly pay Us, on demand, estimated future Governmental Charges. You authorize Us to pay any Governmental Charges as they become due; and
You agree to reimburse Us promptly upon demand for the full amount (less any estimated amounts previously paid by You). You hereby appoint Us as Your attorney -in -fact to
sign Your name to any document for the purpose of filing tax returns: You agree to pay Us a fee for preparing and filing personal property tax returns, and You agree not to file any .
personal property tax returns. You also agree to pay Us upon demand (i) for all costs of filing, amending and releasing UCC financing statements, and (ii) a processing fee of
$75.00 (or as otherwise agreed) to cover Our investigation, documentation and other administrative costs in originating this Lease. You also agree to pay Us a fee, in accordance
with Our current fee schedule, which may change from time to time for additional services We may provide to You at Your request during this Lease. You agree that the fees set
forth in this Lease may include a profit.
11. SAVINGS CLAUSE If any amount charged or collected under this Lease is greater than the amount allowed by law, including, without limitation, any amount that
exceeds applicable usury limits (an ".Excess Amount "), then (i) any Excess Amount charged but not yet paid will be waived by Us and (ii) any Excess Amount
collected will be refunded to You or applied to any other amount then due hereunder.
12. DEFAULT You will be in default hereunder if: (1) You fail to pay any amount due hereunder within 15 days of the due date; (2) You otherwise breach or attempt to breach
any other term, representation or covenant herein or in any other agreement between You and Us; (3) any of Your affiliates breaches any agreement between such affiliate(s) and
Us; and /or (4) You,and /or any guarantors or sureties of Your obligations hereunder (i) die, (ii) go out of business, (iii) commence dissolution proceedings, (iv) merge or consolidate
into another entity,, (v) sell all or substantially all of Your or their assets, or there is a change of control with respect to Your or their ownership, (vi) become insolvent, admit Your or
their inability to pay Your or their debts, (vii) make an assignment for the benefit of Your or their creditors (or enter into a similar arrangement), (viii) file, or there is filed against You
or them, a bankruptcy, reorganization or similar proceeding or a proceeding for the appointment of a receiver, trustee or liquidator, or (ix) suffer a material adverse change in Your
or their financial condition and, as a result thereof, or for any other reason, We.deem Ourselves insecure.
If You default, You hereby acknowledge that We will suffer harm that will.be impossible or very difficult to quantify with certainty. You and We therefore stipulate and
agree that, if You default, We may exercise any or all of the following remedies, in Our sole discretion, which remedies You hereby agree are reasonable in light of the
anticipated harm to Us and are not intended to be a penalty: (A) cancel this Lease, (B) require You to return the Equipment pursuant to Section 13 below, (C) take possession
of and/or render the Equipment (including any software) unusable, and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or without prior
notice or other process of law, (D) require You to pay to Us, on demand, an amount equal to the sum of (i) all Lease Payments and other amounts then due and past due, (ii) all
remaining Lease Payments for the remainder of the Term discounted at a rate of 6% per annum, (iii) the residual value of the Equipment estimated by Us at the inception of
this Lease (as shown in Our books and records), discounted at a rate of 6% per annum, (iv) Time -Value Interest on the amounts specified in clauses "i ", "ii" and "iii" above from the
date of demand to the date paid, and (v) all other amounts that may thereafter become due hereunder to the extent that We will be obligated to collect and pay such amounts to a
third party (such amounts specified in sub - clauses "i" through "v" referred to below as the "Balance Due "), and /or (E) exercise any other remedy available to Us under law. You
also agree to reimburse Us on demand for all reasonable expenses of enforcement (including, without limitation, reasonable attorneys' fees and other legal costs) and reasonable
expenses of repossessing, holding, preparing for disposition, and disposition ( "Remarketing ") of the Equipment, plus Time -Value Interest on.the foregoing amounts from the date
.of demand to the date paid. In the event We are successful in Remarketing the Equipment, We shall give You a credit against the Balance Due in an amount equal to the present
value of the proceeds received and to be received from Remarketing minus the above - mentioned costs (the "Net Proceeds"). If the Net Proceeds are less than the Balance
Due, You shall be liable for such deficiency. If the Net Proceeds are greater than the Balance Due, We shall pay You such surplus. However, nothing stated herein shall be
construed as granting You any equity ownership or other ownership interest in the Equipment. Any delay or failure to enforce Our rights under this Lease shall not
constitute a waiver thereof. If We are holding any money belonging to You at any time during this Lease, You agree We may retaimand utilize it to cure or otherwise cover any
default by You hereunder.
'13. RETURN OF EQUIPMENT If You are required to return the Equipment under this Lease, You shall, at Your expense, promptly upon demand, send the Equipment to any
location(s) that We may designate and pay Us a handling /restocking fee of $250.00. The Equipment must be properly packed for shipment, freight prepaid and fully insured, and
must be received in Good Condition (as defined in Section 7 above). If the Equipment is not received within 15 days of the date of demand, You agree to continue paying Lease
Payments and all other amounts due hereunder until the Equipment is received by Us.
14. APPLICABLE LAW; VENUE; JURISDICTION This Lease shall be deemed to be performed in Polk County, Iowa (the location of Our chief executive office and the place
where We accepted and signed this Lease and will service Your account). You agree that this Lease shall be, governed by and, construed in accordance with the laws of
the State of Iowa, but without regard to Iowa's choice -of -law laws, and that all legal actions relating to this Lease shall be filed and adjudicated exclusively in a state or
federal court located in Polk County. You hereby consent to personal jurisdiction in such courts and agree not to object to venue in Polk County or to personal
jurisdiction in Iowa. You and We hereby waive the right to a trial by jury in any legal action. Each provision hereof shall be interpreted to the maximum extent possible to
be enforceable under applicable law. If any provision is construed to be unenforceable, such provision shall be ineffective only to the extent of such unenforceability without
invalidating the remaining provisions of this Lease. APpRQUED AS+ ZRIS
15. MISCELLANEOUS You shall furnish Us with current financial statements upon Our Reques . hls Lease ma d in counterparts, each of which shall be deemed
an original, but all of which together shall constitute the same document. You acknowledge that t� r�� Lease and agree that a facsimile or other copy
containing Your faxed or copied signature shall be as enforceable as the original executed Leis f (prle�,ep o Us that this Lease. is legally binding and '
enforceable against You accordance with its terms. a " ' a tr nsition period
�� vim "v
- . 16. TRANSITION BILLING You agree to pay a prorated amount for the period betwee a ins Ilation date 7! the commencement date. This payment for .
will be based on the Lease Payment prorated on a 30 -day calendar month and will be ded to y ur first invoi .
394213 v2 Sharp (SBS) True Lease YR / Long Form 10/09 'f 2 L 5 iti
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Non-Appropriation Addendu ( for State or Local Governmental Lease or Loan)
_ Lessee /Renter /Customer. Title of lease, rental or other agreement:
City of Miami Beach dated
Lessor or Lender: Wells Fargo Financial Leasing, Inc. Lease, rental or contract #:
This Non- Appropriation Addendum (this "Addendum ") is made by and between the above - referenced lessee, renter or other customer
( "Customer") and the above - referenced lessor or lender ( "Creditor ").
Introduction Customer and Creditor are simultaneously herewith entering into the above - referenced lease, rental, loan or other credit agreement
(the "Agreement "); and Customer and Creditor wish to modify and /or supplement the terms of the Agreement, as more particularly set forth herein below.
This-Addendum shall be effective as of the same date as the Agreement (the "Effective Date ").
1. Incorporation and Effect This Addendum is hereby made a part of, and incorporated into, the Agreement as though fully set forth therein.
As modified or supplemented by the terms set forth herein, the provisions of the Agreement shall remain in full force and effect, provided that, in the event of
a conflict between any provision of this Addendum and any provision of the Agreement, the prpvision.of this Addendum shall control. In entering into this
Addendum, it is the intent of Customer and Creditor to conform the terms and conditions of the Agreement to the requirements of all applicable federal, state
and local laws, rules and regulations relating to governmental entities and public finance. If any term or condition of this Addendum is unenforceable or
unlawful, then such provision shall be deemed null and void without invalidating the remaining provisions of the Agreement.
2. Definitions Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the
Agreement. As used in this Addendum, the following terms shall have the following- described meanings:
"Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods" or "Property" (or a similar term) as defined and
used in the Agreement.
3. Non- Appropriation of Funds Customer hereby represents, warrants and covenants to Creditor that: (a) Customer intends, subject only to
the provisions of this Section 3, to remit to Creditor all sums due and to become due under the Agreement for the full multi -year term thereof; (b) Customer's ,
governing body has appropriated sufficient funds to pay all amounts due to Creditor during Customer's current fiscal period; (c) Customer reasonably .
believes that legally available funds in an amount sufficient to make all such payments for the full multi -year term can be obtained; and (d) Customer intends
to do all things lawfully within its power to obtain and maintain funds from which all such payments to become due during the full multi -year term of the
Agreement, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in
accordance with applicable law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds is within the discretion of
Customer's governing body. In the event Customer's governing body fails to appropriate sufficient funds to make all payments and pay other amounts due
and'to become due during Customer's next fiscal period, Customer may, subject to the terms hereof, terminate the Agreement as of the last day of the fiscal
period for which appropriations were received (an "Event of Non - appropriation "). Customer agrees to deliver notice of an Event of Non- appropriation to
Creditor at least 30 days prior to the end of Customer's then - current fiscal period, or if an Event of Non - appropriation has not occurred by that date, promptly
upon the occurrence of any such Event of Non - appropriation and to return the Goods pursuant to the return requirements stated in the Agreement on or
before the effective date of termination. In the event the Agreement is terminated following an Event of Non - appropriation, Customer agrees (but only to the.
extent permitted by applicable law) that, for a period of one (1) year from the effective date of such termination, Customer shall not purchase, lease, rent or
otherwise acquire any personal property performing functions similar to those performed by the Goods, for use at the site where the Goods are located,
except as may be required for public health, safety or welfare purposes. Customer and Creditor understand and intend that Customer's obligation to make
payments and pay other amounts due under the Agreement shall constitute a current expense and shall not in any way be construed to be a debt in
contravention of any applicable constitutional or statutory limitations or requirements concerning Customer's creation of indebtedness, nor shall anything
contained herein constitute a pledge of Customer's general tax revenues, funds or monies.
4. Additional Representations, Warranties and Covenants of Customer In addition to the other representations, warranties and covenants .
made by Customer as set forth in the Agreement, Customer hereby represents, warrants and covenants to Creditor that: (a) Customer has the power and
authority under applicable law to enter into the Agreement and this Addendum and the transactions contemplated herein and therein and to perform all of its
obligations hereunder and thereunder, (b) Customer has duly authorized the execution and delivery of the Agreement and this Addendum by appropriate
official action of its governing body and has obtained such other authorizations consents and /or approvals as are necessary to consummate the Agreement
and this Addendum, (c) all legal and other requirements have been met, and procedures have occurred, to render the Agreement and this Addendum
enforceable against Customer in accordance with their terms, and Customer has complied with such public bidding requirements as may be applicable to
the Agreement and this Addendum and the transactions contemplated herein and therein, (d) upon Creditor's request, Customer will provide Creditor with a
copy of Customer's current financial statements within 150 days after the end of each fiscal period, and (e) during the term of the Agreement, unless and
until the Agreement is terminated in accordance with Section 3 above, Customer shall provide to Creditor, no later than 10 days prior to the end of each
` fiscal period, with current budgets or other proof of appropriation for the ensuing fiscal period, and such other financial information relating to Customer's
ability to continue the Agreement, as Creditor may request. Customer hereby acknowledges that the representations, warranties and covenants
made by Customer in this Addendum and those set forth in the Agreement are being materially relied upon by Creditor in entering into the
Agreement and this Addendum.
5. Indemnification To the extent Customer is or may be obligated to` indemnify, defend or hold Creditor harmless under the terms of the
Agreement, any such indemnification obligation shall arise only to the extent permitted by applicable law and shall be limited solely to sums lawfully
appropriated for such purpose in accordance with Section 3 above.
6. Remedies To the extent Creditor's remedies for a Customer default under the Agreement include any right to accelerate amounts to
become due under the Agreement, such acceleration shall be limited to amounts to become due during Customer's then current fiscal period.
7. Governing Law Notwithstanding anything in the Agreement to the contrary, the Agreement and this Addendum shall be governed by,
construed and enforced in accordance with the laws of the state in which Customer is located.
8. Miscellaneous This Addendum, together with the provisions of the Agreement not expressly inconsistent herewith, constitutes the entire
agreement between the parties with respect to the matters addressed herein, and shall supersede all prior• oral or written negotiations, understandings and
commitments. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together
shall be deemed to constitute one and the same agreement. A facsi " ther copy of this Addendum with facsimile or copied signatures shall have the
full force and effect of the original for all purposes, including the r evi plicable to court proceedings.
Customer: City of Miami Be ch ,. ' tor: Wells Fargo Financial Leasing, Inc.
By: X By * X
Print: i �J0"1e r u R T�m
Title: Gt pi' , L FOR t e
58514 v10 2
- • l.l..h tLN
Addendum to Equipment Lease Agreement & Non - Appropriation
Addendum
This Addendum to the Equipment Lease Agreement is made by and between Sharp Business Systems and City of Miami Beach.
This Addendum shall be effective as of the same date as the Equipment Lease Agreement. This Addendum is hereby made a part of,
and incorporated into, the Equipment Lease Agreement as though fully set forth therein. The provisions of the Equipment Lease
Agreement shall remain in full force and effect, provided that, in the event, of a conflict between any provision of this Addendum and
any provisions of the Equipment Lease Agreement, the provision of this Addendum shall control.
The Lease is the complete and exclusive agreement between Sharp Business Systems and City of Miami Beach, regarding the subject
matter therein and City of Miami Beach Lease and acquisition of the equipment described therein are governed exclusively by the
terms and conditions of the Lease. No other agreements, terms or conditions (including, without limitation, any terms or conditions
set out in any solicitation, and RFP, all Exhibits, and any other request for proposal, invitation for bid or contract award) are
incorporated, by reference or otherwise, into the Lease.
Equipment Lease Agreement:
Section 5 Indemnification:
Strike this section
Section 8 Insurance:
We are ok with letting the customer be self insured however they must provide the insurance certificate at the time of funding this
must be approved. Forced- insrrrance- will- be- plac- ed4f- t- N&insur- ante- cer- tEf-'wa# e4&- not- appra-ved— vGu -ma-y EROSSOFF –gyp to- the --51h-
sentenc- e- th4t-&taFts -vEth `SUCH- 1.N,'>-URAN M1JST- RRaVIDEL
Section 14 Applicable Law; Venue; Jurisdiction:
Change of venue to Miami Dade County -FL is approved
Non- Appropriation Addendum:
Section 4e:
We are ok adding the phrase, "and upon Creditor's request" in between the words "above," and. "Customer" within the phrase
"during the term•of the Agreement, unless and' until the Agreement is terminated in accordance with Section 3 above, Customer
shall provide to Creditor..."
We are ok striking the phrases, "no later than 10 days prior to the end of each fiscal period," and, "and such other financial
information relating to Customer's ability to continue the Agreement, as Creditor may request."
Section 5 Indemnification:
Strike this section
City of Miami Beach. ����'�
Signed: ST
i ''� INCURr uKRiLD APPROVED AS TO
Print Name / Title: rn ' {i N ; '� �t 0 FORMA & LANGUAGE
L;H . & FOR CUTION
Sharp Business Systems
Signed:
OR1e Mite
Print Name/ Title:
