Orange County NC Website
DocuSign Envelope ID: 7BAFA4EF- DE91- 4D64- A904- 630EDDFF2843 <br />10) Schedule A, Section 1.8 Title; Quiet Enjoyment is replaced as follows: <br />"Title; Quiet Enjoyment. Lessor will at all times retain title to the Leased Equipment. All documents of title and <br />evidence of delivery will be delivered to Lessor. Lessee hereby authorizes Lessor, at Lessee's expense, to cause the lease <br />or any statement or other instrument in respect to the lease showing the interest of Lessor in the Leased Equipment <br />including Uniform Commercial Code Financing Statements, to be filed or recorded and /or refiled and rerecorded, and <br />grants Lessor the right to execute Lessee's name thereto. Lessee agrees to execute and deliver any statement or instrument <br />requested by Lessor for such purpose, and agrees to pay or reimburse Lessor for any filing, recording or stamp fees or <br />taxes arising from the filing or recording of any such instrument or statement. Lessee will at its expense, protect and <br />defend Lessor's title against all persons claiming against or through Lessee, at all times keep the Leased Equipment free <br />from legal process or encumbrance whatsoever and, will give Lessor immediate notice thereof and will be responsible for <br />any loss caused thereby. Lessee agrees to procure for Lessor, such estoppel certificates, landlord's or mortgagees' waiver <br />or other similar documents as Lessor may reasonably request. Provided Lessee is not in default hereunder, Lessee will <br />quietly use and enjoy the Leased Equipment subject to the terms hereof." <br />11) Schedule A, Section 1.10 Net Lease; Taxes is replaced as follows: <br />"Net Lease; Taxes. Lessee intends the rental payments hereunder to be net to Lessor, and Lessee agrees to pay any <br />applicable sales, use, excise, personal equipment, stamp, documentary and ad valorem taxes, license and registration fees, <br />assessment, fines, penalties and similar charges imposed on the ownership, possession or use of the Leased Equipment <br />during the term of the lease. Lessee will pay all applicable taxes (except Lessor's federal or state net income taxes) which <br />may be imposed on Lessor or Lessee with respect to the lease payments hereunder or the ownership of the Leased <br />Equipment. Lessee will pay as additional rent, any applicable taxes documented as paid or advanced by Lessor on behalf <br />of Lessee. Lessee will file personal equipment tax returns with respect to the Leased Equipment." <br />12) Schedule A, Section 1.11 Indemnity is replaced as follows: <br />"Responsibility of Lessor. As between Lessor and Lessee, Lessee will be responsible for, and at its own expense, defend <br />itself against any and all liability, damage or loss, arising out of the ownership, selection, possession, leasing, operation, <br />control, use, condition, maintenance, delivery and return of the Leased Equipment. The obligations herein provided will <br />continue in full force and effect notwithstanding the termination of the lease." <br />13) Schedule A, Section 1.16 Remedies is replaced as follows: <br />"Remedies. If an Event of Default will occur, Lessor may, at its option, at any time (i) declare immediately due and <br />payable and recover from Lessee, as liquidated damages for the loss of a bargain and not as a penalty, an amount equal to <br />all accrued and unpaid rental payments and late charges, taxes, and other fees, plus the Loss Amount; provided, however, <br />that if an Event of Default will occur as described in Section 1.15(iv) through (vi) above, Lessor without any notice or <br />action will be deemed to have made such a declaration; (ii) automatically charge the DDA for all money amounts owed; <br />(iii) to the extent permitted by applicable Law, without demand or legal process, enter into the premises where the Leased <br />Equipment may be found and take possession of and remove the Leased Equipment, without liability for such retaking; <br />(iv) Lessor may hold, sell or otherwise dispose of any such Leased Equipment at a private or public sale; or (v) exercise <br />any other remedies available under applicable Law. If Lessor takes possession of the Leased Equipment, Lessor will give <br />Lessee credit for any sums received by Lessor from the sale or rental of the Leased Equipment after deduction of the <br />expenses of sale or rental and Lessee will remain liable to Lessor for any deficiency. Notwithstanding the foregoing, to the <br />extent any software included with the Leased Equipment is nontransferable or its transfer restricted, Lessee agrees that <br />Lessor and/or the licensor of such software will have no duty to remarket or otherwise mitigate any damages relating to <br />such software. <br />Lessee will also be responsible for all expenses incurred by Lessor in connection with the enforcement of any of Lessor's <br />remedies including all expenses of repossessing, storing, shipping, repairing and selling the Leased Equipment. Lessor and <br />Lessee acknowledge the difficulty in establishing a value for the unexpired lease term and, owing to such difficulty, agree <br />that the provisions of this Section represent an agreed measure of damages and are not to be deemed a forfeiture or <br />penalty. All remedies of Lessor hereunder are cumulative, are in addition to any other remedies provided for by Law, and <br />may, to the extent permitted by Law, be exercised concurrently or separately. The exercise of any one remedy will not be <br />deemed to be an election of such remedy or to preclude the exercise of any other remedy. No failure on the part of the <br />Lessor to exercise and no delay in exercising any right to remedy will operate as a waiver thereof or modify the terms of <br />the lease." <br />14) Schedule A, Section 1.19 Miscellaneous is replaced as follows: <br />"Miscellaneous. If Lessee fails to pay any rent or other amount required herein to be paid to Lessor within five (5) days of <br />when due, Lessee agrees to pay Lessor, in addition to the payment, a late charge of 15% of the amount past due (but at <br />least $7.50) for each late payment. Each month the past due payment remains unpaid, an additional late fee in the amount <br />defined will be assessed. Payments are applied to late fees and service charges first and then to the lease obligation. <br />Amounts will be payable in addition to all amounts payable by Lessee to Lessor as a result of exercise of any of the <br />remedies herein provided. If Lessee requests any services not provided for herein, Lessee agrees to pay an applicable fee <br />for delivery of such services. Lessee will inform Lessor of any change in Lessee's name, address, billing address, <br />USA- GOV -ELV -0218 <br />