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ATTACHMENT 1— TOSHIBA LEASE AGREEMENT TERMS AND CONDITIONS AGREEMENT FOR LEASE OF EQUIPMENT a Contract Between "Lessee" City of Sunny Isles Beach, 18070 Collins Avenue, Sunny Isles Beach, FL 33160 and Toshiba America Business Solutions, Inc. WHEREAS Lessee is authorized to lease under the NASPO-ValuePoint Master Agreement ("Master Agreement") and the State of Florida Participating Addendum thereto; and WHEREAS it is deemed that the lease of this equipment is both necessary and for the good of Lessee. NOW, THEREFORE, in consideration of the aforesaid premises, the parties mutually agree as follows; 1. LEASE TERM, This Agreement shall be effective from the date of delivery and acceptance of Leased Equipment for the term set forth on the (i) Attachment 6, Toshiba Lease Order Form and if applicable Attachment 7, Toshiba Lease Order Form Schedule B (collectively an "Order Form'); or (n) the Lessee's Purchase Order (PO) to which this Agreement is attached, unless sooner terminated by either party as set forth in Section 6 of this Agreement. 2. DEFINMONS. "Lease Term" means the term of this Agreement as set forth in Section 1. "Leased Equipment" means the (i)'equipment described in the Order Form, attached to this Agreement, and which is incorporated Herein; (ii) any replacement equipment provided by Lessor, and (ih) any additional equipment described under subsequent Order Forms agreed to during the term of this Agreement. "Lessor" means Toshiba America Business Solutions, Inc. or, if applicable, its permitted assignee. 3. CONSIDERATION (RENT). The parties agree that for the Lease Term, Lessor leases to Lessee the equipment described in, and for the lease payments set forth in, the Order Form, excluding meter charges, late fees and applicable taxes. Except as provided in section 6(c), lessee's payment obligations are absolute and unconditional and are not subject to cancellation, reduction or setoff for any reason whatsoever. Lessee does not agree to reimburse Lessor for expenses, unless otherwise specified in the incorporated documents. Any intervening end to a fiscal period shall be deemed a contract renewal (not changing the overall Agreement term) or a termination as. the results of legislative appropriation may be required 4. POSSESSION. TITLE AND RETURN. (a) Lessee shall have possession of the Leased Equipment for the Lease Term, unless this Agreement is earlier terminated in accordance with Section 6 below and shall keep such Leased Equipment at the location specified in the Order Form or such other location as Lessor may agree in writing. (b) Lessor covenants that it has good title to the Leased Equipment, except any intangible property or associated services such as periodic software licenses and prepaid database subscription rights included in the Leased Equipment, if any. If the Order Form indicates that this lease is a Capital (i.e, $1 Buyout) Lease and if this Agreement is deemed to be a secured transaction, Lessee grants Lessor a first priority security interest in the Leased Equipment to secure all of Lessee's obligations under this Agreement, agrees not to permit any other liens on the Leased Equipment, and shall own such Leased Equipment as of the acceptance date and Lessee authorizes Lessor to record a UCC-Ito reflect such interest. At the end of the Lease Term, if Lessee is not in default, Lessor will release any security interest it may have in the Leased Equipment subject to such Capital Lease, which will be retained by Lessee. (c) At the expiration of the term of this Agreement and provided that the Order Form does not indicate this lease is a Capital Lease, upon Lessee's written request, Lessor shall remove the hard drive from the applicable Device and provide the Lessee with custody of the hard drive before the Device is removed from the Lessor's location. Lessor may charge the Purchasing Entity fee if the Purchasing Entity elects to keep the hard drive in their possession. TOSHIDA — NASPO VALUEPOW Lease Agreement v011119 DOCUMENT A 10 764