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ORIGINAL _ 1/ 0 Lessor BSFS Equipment Leasing, A Component of General Electric Capital Corporation Master Lease/Purchase Agreement Lessee Indian River County Contact Frances Sherwood K t l/t/ UTi _ . ��? e . c r f ✓ J 0q & Title Address Telephone Number Facsimile Number Master Lease/Purchase Agreement No, 1840 25th Street 772-567-8000 ext. 772-567-9999 7297850 1533 City County State Zip Code Vero Beach FL 32960 TERMS AND CONDITIONS ( The Reverse side contains Terms and Conditions which are also a part of this Agreement) 1. LEASE: Lessor shall purchase and lease to Lessee the equipment and associated percent (10%) of each such overdue amount, but not exceeding the lawful maximum, if items ("Equipment") that shall be described in any Equipment Schedule ("Schedule") any. All payments provided herein shall be payable to Lessor at its address set forth in which is executed from time to time by Lessor and Lessee and makes reference to this Section 18 hereof or such other place as Lessor directs, in writing. Agreement. This Agreement shall be incorporated into each Schedule. When computer 4. NONAPPROPRIATION: This Section is applicable only if the inclusion of such a programs and related documentation ("Software") are furnished with the Equipment, and nonappropriation provision is legally required . Lessee's obligations to pay Rent and any a non-exclusive license and/or sublicense is granted to Lessee in an agreement other amounts due for each Fiscal Period (as set forth in the applicable Schedule) is ("Supplier Agreement") with the suppliers ("Supplier") identified on the Schedule, to the contingent upon approval of the appropriation of funds by its governing body. In the extent permitted, Lessor grants Lessee a similar non-exclusive sublicense to use the event funds are not appropriated for any Fiscal Period equal to amounts due under the Software only in conjunction with the Equipment for so long as the Equipment is leased Lease, Lessee may terminate the Lease effective on the first day of such Fiscal Period, hereunder. The Equipment and Software include, but are not limited to, all additions, ("Termination Date"), if. (a) Lessee has used due diligence to exhaust all funds legally attachments and accessions thereto and replacements thereof (collectively, "System"). available; and (b) Lessor has received written notice from Lessee at least thirty (30) days Any reference to "Lease" shall mean this Agreement, the Schedule, the Consent of before the Termination Date. Upon the occurrence of such nonappropriation, Lessee Supplier, if applicable, the Acceptance Certificate, Annexes A through D, and any riders, shall not be obligated for payment of any Rent for any Fiscal Period for which funds have amendments and addenda thereto, and other documents as may from time to time be not been so appropriated, and Lessee shall deliver the System to Lessor in accordance made a part hereof. with Section 9 of the Schedule. If Lessee terminates a Lease pursuant to this Section , As conditions precedent to Lessor's obligation to purchase any Equipment, not later than unless the following would affect the validity of a Lease, for a period of three hundred the Commitment Date as set forth on the applicable Schedule, (a) Lessee and Lessor sixty (360) days from the effective date of such termination, Lessee will not purchase, shall execute this Agreement, a Schedule and other documentation contemplated herein lease, rent, seek appropriations for, or otherwise obtain a system serving the same including, but not limited to, Certificates of Resolution, Incumbency and as to Non- function as the System; and such an obligation will survive termination of this Lease. Arbitrage and Essential Use and an Opinion of Counsel in the form of Annexes A through 5. DELIVERY: All transportation, delivery and installation costs relative to a System D, respectively, attached hereto and incorporated into each Lease, and (b) there shall (unless included in the Price) are the sole responsibility of Lessee. Lessee assumes all have been no material adverse change in Lessee's financial condition. Upon Lessors risk of loss and damage ff the Supplier fails to deliver or delays in the delivery of any execution of the Schedule, Lessee assigns to Lessor its rights to receive title to the System, or if any System is unsatisfactory for any reason. Equipment and any non-exclusive sublicense to use the Software as of the date the System is delivered to the location shown on the applicable Schedule ("Installation Site") 6, NON-CANCELABLE NET LEASE: Subject only to the provisions of Section 4 herein, and delegates to Lessor its duty to pay to the Supplier the Price (as defined in Section 3 Lessee's obligations under the Lease are absolute and unconditional, and shall not be below) for the System under the Supplier Agreement, but delegates no other right, subject to any delay, reduction , setoff, defense, counterclaim or recoupment for any interest or obligation thereunder, all of which are retained by Lessee. reason including any failure of the System, or any misrepresentations of any supplier, 2. TERM : The lease term for each Schedule shall commence on the date of execution of manufacturer, installer, vendor or distributor. Lessor is not responsible for the delivery, an Acceptance Certificate pursuant to Section 3 of the Schedule ("Commencement installation, maintenance or operation of any System. Date") and, unless earlier terminated as provided for in the Lease, shall continue for the 7. WARRANTIES: Lessor and Lessee acknowledge that any third-party warranties, if number of whole months or other Payment Periods set forth in the applicable Schedule any, inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim directly ("Term"), commencing on the first day of the month following the Commencement Date against such third party and shall not pursue any such claim against Lessor. Lessee (or commencing on the Commencement Date if such date is the first day of the month). shall continue to pay Lessor all amounts payable under any Lease under any and all The Term may be earlier terminated upon: (a) the nonappropriation of funds pursuant to circumstances. Section 4 herein , (b) an Event of Loss pursuant to Section 13, or (c) an Event of Default by Lessee and Lessors election to terminate pursuant to Section 16. 8. QUIET ENJOYMENT: During the Lease Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the System provided that an Event of Default has 3. RENT AND PAYMENT: Lessee shall pay to Lessor the amounts shown in the not occurred . applicable Amortization Annex ("Rent") attached to a Schedule except as such Rent may be adjusted pursuant to this Section and Sections 2 and 8 of a Schedule, plus any 9. TAXES AND FEES: Unless Lessee first provides proof of exemption therefrom, additional amounts due under the Lease. Rent shall consist of a partial repayment of the Lessee shall promptly reimburse Lessor, upon demand , as additional Rent, or shall pay Price of the System and interest. Rent shall be paid either at the beginning or at the end directly, if so requested by Lessor, all license and registration fees, sales, use, personal of a Payment Period as indicated on a Schedule. If the Commencement Date is not the property taxes and all other taxes and charges imposed by any federal, state, or local first day of a calendar month (or other Payment Period), Lessee shall pay to Lessor on governmental or taxing authority, whether assessed against Lessee or Lessor, relating to demand interim rent prorated daily based on a 360-day year for each day from and the purchase, ownership, leasing, or use of the System or the Rent, excluding all taxes including the Commencement Date to and including the last day of such month or other computed upon the net income of Lessor. Payment Period. 10. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES Rent is based upon the Price of the System and acceptance of the System by Lessee on THAT (a) THE SIZE, DESIGN, CAPACITY OF THE SYSTEM AND THE or before the Commitment Date. "Price" shall mean the actual purchase price of the MANUFACTURER AND SUPPLIER HAVE BEEN SELECTED BY LESSEE; (b) System as set forth in the Supplier Agreement and shall exclude all other costs, including LESSOR IS NOT A MANUFACTURER, SUPPLIER, DEALER, DISTRIBUTOR OR sales or other taxes included in the Supplier Agreement as part of the purchase price. If INSTALLER OF THE SYSTEM ; (c) NO MANUFACTURER OR SUPPLIER OR ANY OF the Price is increased or decreased as a result of a job change order ("JCO"), the THEIR REPRESENTATIVES IS AN AGENT OF LESSOR OR AUTHORIZED TO WAIVE Lessee authorizes Lessor to adjust the Rent and Amortization Annex. If the OR ALTER ANY TERM OR CONDITION OF A LEASE; AND (d) EXCEPT FOR Commencement Date occurs after the Commitment Date, and Lessor waives the LESSOR'S WARRANTY OF QUIET ENJOYMENT, LESSOR HAS NOT MADE AND condition precedent that the Commencement Date occur on or before the Commitment DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, Date, Lessors then-current Lease Rate Factor for similar transactions shall apply and WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AS TO ANY MATTER the Lessee authorizes Lessor to adjust the Rent and Amortization Annex, accordingly, if WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE DESIGN, QUALITY, required by Lessor. CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR Whenever any payment of Rent or any other amount due under a Lease is not made LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, OR AS TO ANY within ten (10) days after the date when due, to the extent permitted by applicable law, PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE LEASES EACH Lessee agrees to pay on demand (as a fee to offset Lessors collection and SYSTEM "AS IS, WHERE IS". administrative expenses), the greater of twenty-five dollars ($25) per month or ten Except as otherwise provided in Section 3 of this Agreement and Sections 2, 3, and 8 of a Schedule, any modifications, amendments or waivers to a Lease shall be effective only if mutually agreed upon in a writing, duly executed by authorized representatives of the parties, BSFS Equipment Leasing, A Component of General Electric Capital Indian River County Corporati By BY ��E%29GC� t/ C�Yt✓ Aut orized Representative Authorized RkAresentailive PRINT NAM PRINT NAME _Camine p , Ginn TITLE DATE 41 2d p C% TITLE _Chairman DATE May 4 . 2004 SLGMLPA 7/12/99 Counterpart No. a of 3serially numbered , manually executed counterparts . To the extent that this Master Lease Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any jurisdiction ), no security interest in this Master Lease Agreement may be created through the transfer or possession of any counterpart hereto other than Counterpart No. 1 .