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Lessor BSFS Equipment Leasing, A Component of General Electric
<br />Capital Corporation
<br />Master Lease/Purchase Agreement
<br />Lessee Indian River County
<br />r/ Contact Frances Sherwood
<br />/ ?
<br />�� 1. ,?i ;%lir✓ +r `?. � lAb-6 � ; : ,. 0','d Title
<br />Address 6; Telephone Number Facsimile Number Master Lease/Purchase Agreement No.
<br />1840 25th Street 772-567-8000 ext. 772-567-9999 7297850
<br />1533
<br />City County State Zip Code I
<br />Vero Beach FL 32960
<br />TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Agreement)
<br />LEASE:. Lessor shall purchase and lease to Lessee the equipment and associated
<br />ms ("Equipment")(that shall be described in any Equipment Schedule ("Schedule")
<br />rich is executed from time to time by Lessor and Lessee and makes reference to this
<br />reement. This Agreement shall be incorporated into each Schedule. When computer
<br />)grams and related documentation ("Software") are fumished with the Equipment, and
<br />non-exclusive license and/or sublicense is granted to Lessee in an agreement
<br />Supplier Agreement") with the suppliers ('Supplier") identified on the Schedule, to the
<br />tent permitted, Lessor grants Lessee a similar non-exclusive sublicense to use the
<br />ftware only in conjunction with the Equipment for so long as the Equipment is leased
<br />reunder. The Equipment and Software include, but are not limited to, all additions,
<br />achments and accessions thereto and replacements thereof (collectively, "System").
<br />iy reference to "Lease" shall mean this Agreement, the Schedule, the Consent of
<br />ipplier, if applicable, the Acceptance Certificate; Annexes A through D, and any riders,
<br />iendments and addenda thereto, and other documents as may. from time to time be
<br />ade a part hereof.
<br />conditions precedent to Lessors obligation to purchase any Equipment, not later than
<br />3 Commitment Date as set forth on the applicable Schedule, (a) Lessee and Lessor
<br />all execute this Agreement, a Schedule and other documentation contemplated herein
<br />:luding, but not limited to, Certificates of Resolution, Incumbency and as to Non-
<br />bitrage and Essential Use and an Opinion of Counsel in the form of Annexes A through
<br />respectively, attached hereto and incorporated into each Lease, and (b) there shall
<br />ve been no material adverse change in Lessee's financial condition. Upon Lessor's
<br />ecution of the Schedule, Lessee assigns to Lessor its rights to receive title to the
<br />luipment and any non-exclusive sublicense to use the Software as of the date the
<br />stem is delivered -to the location shown on the applicable Schedule ("Installation Site")
<br />d delegates to Lessor its.duty to pay to the Supplier, the. Price (as defined in Section 3
<br />tow) for the System under the Supplier Agreement, but delegates no other right,
<br />erest or obligation thereunder, all of which are retained by Lessee. .
<br />TERM: The lease term for each Schedule shall commence on the data of execution of
<br />Acceptance Certificate. pursuant to Section 3 of the Schedule ("Commencement
<br />rte") and, unless earlier terminated as provided for in the Lease, shall continue for the
<br />mber of whole months or other Payment Periods set forth in the applicable Schedule
<br />ern"), commencing on the first day of the month following the Commencement Date
<br />commencing on the Commencement Date if such date is the first day of the month).
<br />ie Term may be earlier terminated upon: (a) the nonappropriation of funds pursuant to
<br />action 4 herein, (b) an Event of Loss pursuant to Section 13, or (c) an Event of Default
<br />Lessee and Lessor's election to terminate pursuant to Section 16.
<br />RENT AND PAYMENT: Lessee shall pay to Lessor the amounts shown in the
<br />placable Amortization Annex ("Rent") attached to a Schedule except as such Rent may
<br />adjusted pursuant to this Section and Sections 2 and 8 of a Schedule, plus any
<br />ditional amounts due under the Lease. Rent shall consist of a partial repayment of the
<br />ice of the System and interest. Rent shall be paid either at the beginning or at the end
<br />a Payment Period as indicated on a Schedule. If the Commencement Date is not the
<br />at day of a calendar month (or other Payment Period), Lessee shall pay to Lessor on
<br />!mand interim rent prorated daily based on a 360 -day year for each day from and
<br />:luding the Commencement Date to and including the last day of'such month or other
<br />iyment Period. i
<br />ant is based upon the Price of the System and acceptance of the System by Lessee on
<br />before the Commitment Date. "Price" shall mean the actual purchase price of the
<br />rstem as set forth in the Supplier Agreement and shall exclude all other costs, including
<br />ies or other taxes included in the Supplier Agreement as part of the purchase price. If
<br />e Price is increased or decreased as a result of a job change order ("JCO"), the
<br />.ssee authorizes Lessor to adjust the Rent and Amortization Annex. If the
<br />3mmencement Date occurs after the Commitment .Date, and Lessor waives the
<br />indition precedent that the Commencement Date occur on or before the Commitment
<br />ate, Lessor's then -current Lease Rate Factor for similar transactions shall apply and
<br />e Lessee authorizes Lessor to adjust the Rent and Amortization Annex, accordingly, if
<br />quired by Lessor.
<br />henever any payment of Rent or any other amount due under a Lease is not made
<br />thin ten (10) days after the date when due, to the extent permitted by applicable law,
<br />:ssee agrees to pay on demand (as a fee to offset. Lessors collection and
<br />Iministrative expenses)„the greater of twenty-five dollars ($25) per month or ten
<br />percent (10%) of each such overdue amount, but not exceeding the lawful maximum, if
<br />any. All payments provided herein shall be payable to Lessor at its address set forth. in
<br />Section 18 hereof or such other place as Lessor directs, in writing.
<br />4. NONAPPROPRIATION: This Section is applicable only if the inclusion of such' a
<br />nonappropriation provision is legally required. Lessee's obligations to pay Rent and any
<br />other amounts due for each Fiscal Period (asset forth. in the applicable Schedule)„is
<br />contingent upon approval of the appropriation of funds by its' governing body. In the
<br />event funds are not appropriated for any Fiscal Period equal to amounts due under the `
<br />Lease, Lessee may terminate the Lease effective on the first day of such Fiscal Period;
<br />("Termination Date'), if: (a) Lessee has used due diligence to exhaust all funds legally
<br />available; and (b) Lessor has received written notice from Lessee at least thirty (30) days
<br />before the Termination Date.' Upon the occurrence of such nonappropriation; Lessee
<br />shall not be obligated for payment of any y Rent for any Fiscal Period for which funds have
<br />not been so appropriated, and Lessee shall deliver the System to Lessor in accordance
<br />with Section 9 of the Schedule: If Lessee terminates a Lease pursuant to this Section,
<br />unless the following would affect the validity of a Lease, for, a period of three hundred
<br />sixty (360) days from the effective data of such termination, Lessee will not purchase,
<br />lease, rent, seek appropriations for, or otherwise obtain a system serving, the same
<br />function as the System; and such an obligation will survive termination of this Lease.
<br />5. DELIVERY: All transportation, delivery and installation costs relative to a System
<br />(unless included in the Price) are the sole responsibility of Lessee. Lessee assumes all
<br />risk of loss and damage if the' Supplier fails to deliver or delays in the delivery.of any
<br />System, or if any System is unsatisfactory for any reason.
<br />6. NON -CANCELABLE NET LEASE: Subject only to the provisions of Section 4: herein,
<br />Lessee's obligations under the Lease are absolute and unconditional, and shall not be
<br />subject to any delay, reduction, setoff, defense, counterclaim or recoupment for any
<br />reason including any failure of the System, or any misrepresentations of any supplier,
<br />manufacturer, installer, vendor,or distributor. Lessor is not responsible for the delivery,
<br />installation, maintenance or operation of any System.
<br />7. WARRANTIES: Lessor and Lessee acknowledge that any third -parry warranties, if
<br />any, inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim. directly
<br />against such third party and shall not pursue any such claim against Lessor.” Lessee
<br />shall continue to pay Lessor all amounts payable under any Lease under any and all
<br />circumstances.
<br />8. QUIET ENJOYMENT: During the Lease ;Tenn, Lessor shalt not interfere with
<br />Lessee's quiet enjoyment and use of the System provided that an Event of Default has
<br />not occurred.
<br />9. TAXES AND FEES: Unless Lessee first provides proof of exemption. therefrom,
<br />Lessee shall promptly reimburse Lessor, upon demand, as additional Rent, or shall pay
<br />directly, if so requested by Lessor, all license and registration fees, sales, use, personal
<br />property taxes and all other taxes and charges imposed by any federal, state, or local
<br />governmental or taxing authority, whether assessed against Lessee or Lessor,; relating, to
<br />the purchase, ownership, leasing, or use of the System or the Rent, excluding all taxes
<br />computed upon the net income,of Lessor.
<br />10. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES
<br />THAT (a) THE SIZE, DESIGN, CAPACITY OF THE , SYSTEM AND THE
<br />MANUFACTURER AND.. SUPPLIER HAVE BEEN SELECTED BY.. LESSEE; (b)
<br />LESSOR IS NOT A MANUFACTURER, SUPPLIER, -DEALER, DISTRIBUTOR OR
<br />INSTALLER OF THE SYSTEM; (c) NO MANUFACTURER OR SUPPLIER OR ANY OF
<br />THEIR REPRESENTATIVES IS AN AGENT OF LESSOR OR AUTHORIZED TO WAIVE
<br />OR ALTER ANY. TERM OR, CONDITION OF A LEASE; AND (d) EXCEPT FOR
<br />LESSOR'S WARRANTY OF QUIET. ENJOYMENT, LESSOR HAS NOT MADE AND
<br />DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT,.
<br />WRITTEN OR ORAL, STATUTORY, EXPRESS OR. IMPLIED, AS TO ANY MATTER
<br />WHATSOEVER INCLUDING,, WITHOUT LIMITATION, THE DESIGN, QUALITY,
<br />CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION,
<br />MERCHANTABILITY OR FITNESS' FOR A PARTICULAR PURPOSE, HIDDEN OR
<br />LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, OR AS TO ANY
<br />PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE LEASES EACH
<br />SYSTEM "AS IS, WHERE IS".
<br />Except as otherwise provided in Section 3 of this Agreement and Sections 2, 3, and 8 of a Schedule, any modifications, amendments or waivers
<br />to a Lease shall be effective onlv if mutuallv agreed upon in a writing. dulv executed by authorized representatives of the Parties.
<br />BSFS Equipment Leasing, A Component of General Electric Capital
<br />Corporati
<br />i�
<br />BY
<br />Au orized Representative
<br />Indian River County
<br />BY Z=a7GC�C�f�
<br />Authorized resentative
<br />PRINT NAM PRINT NAME _Caroline n . Ginn
<br />TITLE DATE ell 2-d p Lj TI.TLE , Chairman DATE May 4, 2004
<br />St.GMLPA7112199 Counterpart No.? of 3 serially numbered, manually executed counterparts. To the extent that this Master Lease Agreement
<br />constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any jurisdiction), no security
<br />interest in this Master Lease Agreement may be created through the transfer or possession of any counterpart hereto other than
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