Master Lease Agreement, Amendment No. 1 to Lease Agreement, and Lease Proposal – Dell Financial Services LLC

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AMENDMENT NO. 1 DATED DECEMBER 2, 2019 TO THE MASTER LEASE AGREEMENT DATED DECEMBER 2, 2019 BETWEEN CITY OF SOUTH BEND, INDIANA AND DELL FINANCIAL SERVICES L.L.C. This Amendment is made part of and modifies the Master Lease Agreement 1844711999-60992 and any subsequent amendments thereto (hereinafter referred to as the "Agreement") between CITY OF SOUTH BEND, INDIANA ("Lessee") and DELL FINANCIAL SERVICES L.L.C. ("Lessor"). Terms not defined otherwise herein shall have the meaning ascribed to them in the Agreement. To the extent of any conflict or inconsistency between this Amendment and the terms and conditions of the Agreement, this Amendment will prevail. The Agreement is hereby modified as follows: Section 4 "bent° Taxes Pa m en Obli ation", Add the following new Subsection 4(d): "In no event wily the exercise of any right or remedy or performance under this Agreement or any Schedule result in a violation of applicable law, or regulation or in either party's (or its assignee's) unjust enrichment or double recovery of amounts owed. Except as otherwise agreed in writing, each party retains all rights and remedies available at law or in equity. The parties agree to perform and enforce obligations under this Agreement using commercially reasonable standards of good faith and fair dealing." 2. Section 9 "Risk of Loss` Maintenancei Insurance". Restate Subsection 9(a) as follows: "From the time the Products are delivered to Lessee's ship to location until the Products are returned to Lessor's designated return location or purchased by Lessee, Lessee agrees: (i) to assume the risk of loss or damage to the Products; (ii) to maintain the Products in good operating condition and appearance, ordinary wear and tear excepted, (iii) to comply with all requirements necessary to enforce all warranty rights; and (iv) to promptly repair any repairable damage to the Products. During the Lease Term, Lessee at its sole discretion has the option to purchase a maintenance agreement from the provider of its choice (including, if it so chooses, to self -maintain the Products) or to forgo such maintenance agreement altogether; regardless of Lessee's choice, Lessee will continue to be responsible for its obligations as stated in the first sentence of this Section. At all times Lessee shall provide casualty loss and liability insurance with coverage in an amount not less than required by City Ordinance No. 6657-79, pursuant to Indiana Code 34-13-3-4, as amended from time to time. Lessee shall provide to Lessor at least ten (10) days prior written notice of a material change or cancellation of such insurance." Add the following new final sentence in Subsection 9(b): "In no event will Lessee's performance under this Section 9 result in Lessor's (or its assignee's) unjust enrichment or double recovery of amounts owed." Except as amended hereby, the Agreement is restated and shall remain in full force and effect. IN WITNESS WHEREOF, this Amendment has been duly executed by each party as of the day and year first above written. LESSOR: LESSEE: DELL FINANCIAL SERVICES L.L.C. CITY OF SOUTH BEND, INDIANA ,x vtol? 3vram By: Title114 Tiller Dated City of South Bend IN - DFS MLA Arasd_ I_rqs.docx X ,..,,... .., .2-Dec-19