Loading...
HomeMy WebLinkAbout2004-048fie+ RESOLUTION NO. 2004- 048 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA, APPROVING A LEASE/PURCHASE AGREEMENT WITH BELL SOUTH FINANCIAL SERVICES EQUIPMENT LEASING FOR LEASE AND PURCHASE OF A 911 EQUIPMENT UPGRADE AND SPECIAL SERVICE ARRANGEMENT AGREEMENT WHEREAS, Indian River County has established a County -wide 911 emergency system and the Indian River County Department of Emergency Services is the appointed 911 emergency services coordinator for the County; and WHEREAS, the County's current lease for its 911 emergency system equipment and service agreement is about to expire and after seven years of service, the system's technology is outdated and it is becoming difficult to service and maintain; and WHEREAS, recent advances in technology have allowed for expanded capabilities for 911 emergency equipment. Emergency systems now have improved software and other system features that dramatically increase the level of service available to the citizens of Indian River County; and WHEREAS, improving the County's 911 emergency system is in the best interests of the citizens and would improve the health, safety and welfare of the citizens of Indian River County; and WHEREAS, the County receives 911 surcharge tax funds from the State of Florida. Those funds must be spent on improvements to the County's 911 system or they escheat to the State; and WHEREAS, the Board recognizes that a true need exists for the. acquisition of the equipment and associated software licenses (the system) described in the attached Master Lease/Purchase Agreement, related schedules and 'amendments and Special Service Arrangement Agreement thereto; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, that: 1. The terms of the Master Lease/Purchase Agreement, related schedules and amendments and Special Service Arrangement Agreement are approved and in the best interests of the County. The Chairman of the Indian River County Board of County Commissioners, Caroline D. Ginn, is hereby authorized to execute the following documents on behalf of the Board: a. Master lease/purchase agreement and addendums thereto b. Certificate as to Non -Arbitrage c. IRS Form 8038-G, Information Return for Tax -Exempt Government Obligations d. Special Service Arrangement Agreement F:Wttorney\Bill\Dictation\Committees\911 lease purchase reso.doc RESOLUTION NO. 2004-.048 2. In order to expedite the consummation of the transactions contemplated by the above referenced documents, John King, the Director of Emergency Services, is hereby authorized to execute the following documents on behalf of the Board of County Commissioners: a. Amortization table b. Sales tax exemption form c. Acceptance Certificate d. Equipment Schedule e. Equipment and software listing 3. The Clerk to the Board is hereby directed to complete and execute the Certificate of Incumbency. The resolution was moved for adoption by Commissioner Adams and the motion was seconded by Commissioner Neuberger , and, upon being put to a vote, the vote was as follows: Chairman Caroline D. Ginn AAS Vice Chairman Arthur R. Neuberger Aye Commissioner Kenneth R. Macht Aye Commissioner Thomas B. Lowther 42 - Commissioner Fran B. ,Adams Aye The Chairman�ythereupon dec ared the resolution duly passed and adopted this athdayof May, 200.,4 - - INDIAN RIVER COUNTY czFrd N,., ; P .. Board of County Commissioners Attest J: K •Btirton• Clerk n By�uc2� B Caroline D. Ginn, C irman puty Clerk Approved fob fa :and g I BCC approval date May 4 2004 Assistant :5raai . nty-Attorney 6 Lessor BSFS Equipment Leasing, A Component of General Electric Capital Corporation Master Lease/Purchase Agreement Lessee Indian River County r/ Contact Frances Sherwood / ? �� 1. ,?i ;%lir✓ +r `?. � lAb-6 � ; : ,. 0','d Title Address 6; 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 I Vero Beach FL 32960 TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Agreement) LEASE:. Lessor shall purchase and lease to Lessee the equipment and associated ms ("Equipment")(that shall be described in any Equipment Schedule ("Schedule") rich is executed from time to time by Lessor and Lessee and makes reference to this reement. This Agreement shall be incorporated into each Schedule. When computer )grams and related documentation ("Software") are fumished with the Equipment, and non-exclusive license and/or sublicense is granted to Lessee in an agreement Supplier Agreement") with the suppliers ('Supplier") identified on the Schedule, to the tent permitted, Lessor grants Lessee a similar non-exclusive sublicense to use the ftware only in conjunction with the Equipment for so long as the Equipment is leased reunder. The Equipment and Software include, but are not limited to, all additions, achments and accessions thereto and replacements thereof (collectively, "System"). iy reference to "Lease" shall mean this Agreement, the Schedule, the Consent of ipplier, if applicable, the Acceptance Certificate; Annexes A through D, and any riders, iendments and addenda thereto, and other documents as may. from time to time be ade a part hereof. conditions precedent to Lessors obligation to purchase any Equipment, not later than 3 Commitment Date as set forth on the applicable Schedule, (a) Lessee and Lessor all execute this Agreement, a Schedule and other documentation contemplated herein :luding, but not limited to, Certificates of Resolution, Incumbency and as to Non- bitrage and Essential Use and an Opinion of Counsel in the form of Annexes A through respectively, attached hereto and incorporated into each Lease, and (b) there shall ve been no material adverse change in Lessee's financial condition. Upon Lessor's ecution of the Schedule, Lessee assigns to Lessor its rights to receive title to the luipment and any non-exclusive sublicense to use the Software as of the date the stem is delivered -to the location shown on the applicable Schedule ("Installation Site") d delegates to Lessor its.duty to pay to the Supplier, the. Price (as defined in Section 3 tow) for the System under the Supplier Agreement, but delegates no other right, erest or obligation thereunder, all of which are retained by Lessee. . TERM: The lease term for each Schedule shall commence on the data of execution of Acceptance Certificate. pursuant to Section 3 of the Schedule ("Commencement rte") and, unless earlier terminated as provided for in the Lease, shall continue for the mber of whole months or other Payment Periods set forth in the applicable Schedule ern"), commencing on the first day of the month following the Commencement Date commencing on the Commencement Date if such date is the first day of the month). ie Term may be earlier terminated upon: (a) the nonappropriation of funds pursuant to action 4 herein, (b) an Event of Loss pursuant to Section 13, or (c) an Event of Default Lessee and Lessor's election to terminate pursuant to Section 16. RENT AND PAYMENT: Lessee shall pay to Lessor the amounts shown in the placable Amortization Annex ("Rent") attached to a Schedule except as such Rent may adjusted pursuant to this Section and Sections 2 and 8 of a Schedule, plus any ditional amounts due under the Lease. Rent shall consist of a partial repayment of the ice of the System and interest. Rent shall be paid either at the beginning or at the end a Payment Period as indicated on a Schedule. If the Commencement Date is not the at day of a calendar month (or other Payment Period), Lessee shall pay to Lessor on !mand interim rent prorated daily based on a 360 -day year for each day from and :luding the Commencement Date to and including the last day of'such month or other iyment Period. i ant is based upon the Price of the System and acceptance of the System by Lessee on before the Commitment Date. "Price" shall mean the actual purchase price of the rstem as set forth in the Supplier Agreement and shall exclude all other costs, including ies or other taxes included in the Supplier Agreement as part of the purchase price. If e Price is increased or decreased as a result of a job change order ("JCO"), the .ssee authorizes Lessor to adjust the Rent and Amortization Annex. If the 3mmencement Date occurs after the Commitment .Date, and Lessor waives the indition precedent that the Commencement Date occur on or before the Commitment ate, Lessor's then -current Lease Rate Factor for similar transactions shall apply and e Lessee authorizes Lessor to adjust the Rent and Amortization Annex, accordingly, if quired by Lessor. henever any payment of Rent or any other amount due under a Lease is not made thin ten (10) days after the date when due, to the extent permitted by applicable law, :ssee agrees to pay on demand (as a fee to offset. Lessors collection and Iministrative expenses)„the greater of twenty-five dollars ($25) per month or ten percent (10%) of each such overdue amount, but not exceeding the lawful maximum, if any. All payments provided herein shall be payable to Lessor at its address set forth. in Section 18 hereof or such other place as Lessor directs, in writing. 4. NONAPPROPRIATION: This Section is applicable only if the inclusion of such' a nonappropriation provision is legally required. Lessee's obligations to pay Rent and any other amounts due for each Fiscal Period (asset forth. in the applicable Schedule)„is contingent upon approval of the appropriation of funds by its' governing body. In the event funds are not appropriated for any Fiscal Period equal to amounts due under the ` Lease, Lessee may terminate the Lease effective on the first day of such Fiscal Period; ("Termination Date'), if: (a) Lessee has used due diligence to exhaust all funds legally available; and (b) Lessor has received written notice from Lessee at least thirty (30) days before the Termination Date.' Upon the occurrence of such nonappropriation; Lessee shall not be obligated for payment of any y Rent for any Fiscal Period for which funds have not been so appropriated, and Lessee shall deliver the System to Lessor in accordance with Section 9 of the Schedule: If Lessee terminates a Lease pursuant to this Section, unless the following would affect the validity of a Lease, for, a period of three hundred sixty (360) days from the effective data of such termination, Lessee will not purchase, lease, rent, seek appropriations for, or otherwise obtain a system serving, the same function as the System; and such an obligation will survive termination of this Lease. 5. DELIVERY: All transportation, delivery and installation costs relative to a System (unless included in the Price) are the sole responsibility of Lessee. Lessee assumes all risk of loss and damage if the' Supplier fails to deliver or delays in the delivery.of any System, or if any System is unsatisfactory for any reason. 6. NON -CANCELABLE NET LEASE: Subject only to the provisions of Section 4: herein, Lessee's obligations under the Lease are absolute and unconditional, and shall not be subject to any delay, reduction, setoff, defense, counterclaim or recoupment for any reason including any failure of the System, or any misrepresentations of any supplier, manufacturer, installer, vendor,or distributor. Lessor is not responsible for the delivery, installation, maintenance or operation of any System. 7. WARRANTIES: Lessor and Lessee acknowledge that any third -parry warranties, if any, inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim. directly against such third party and shall not pursue any such claim against Lessor.” Lessee shall continue to pay Lessor all amounts payable under any Lease under any and all circumstances. 8. QUIET ENJOYMENT: During the Lease ;Tenn, Lessor shalt not interfere with Lessee's quiet enjoyment and use of the System provided that an Event of Default has not occurred. 9. TAXES AND FEES: Unless Lessee first provides proof of exemption. therefrom, Lessee shall promptly reimburse Lessor, upon demand, as additional Rent, or shall pay directly, if so requested by Lessor, all license and registration fees, sales, use, personal property taxes and all other taxes and charges imposed by any federal, state, or local governmental or taxing authority, whether assessed against Lessee or Lessor,; relating, to the purchase, ownership, leasing, or use of the System or the Rent, excluding all taxes computed upon the net income,of Lessor. 10. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES THAT (a) THE SIZE, DESIGN, CAPACITY OF THE , SYSTEM AND THE MANUFACTURER AND.. SUPPLIER HAVE BEEN SELECTED BY.. LESSEE; (b) LESSOR IS NOT A MANUFACTURER, SUPPLIER, -DEALER, DISTRIBUTOR OR INSTALLER OF THE SYSTEM; (c) NO MANUFACTURER OR SUPPLIER OR ANY OF THEIR REPRESENTATIVES IS AN AGENT OF LESSOR OR AUTHORIZED TO WAIVE OR ALTER ANY. TERM OR, CONDITION OF A LEASE; AND (d) EXCEPT FOR LESSOR'S WARRANTY OF QUIET. ENJOYMENT, LESSOR HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT,. WRITTEN OR ORAL, STATUTORY, EXPRESS OR. IMPLIED, AS TO ANY MATTER WHATSOEVER INCLUDING,, WITHOUT LIMITATION, THE DESIGN, QUALITY, CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, MERCHANTABILITY OR FITNESS' FOR A PARTICULAR PURPOSE, HIDDEN OR LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, OR AS TO ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE LEASES EACH SYSTEM "AS IS, WHERE IS". 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 onlv if mutuallv agreed upon in a writing. dulv executed by authorized representatives of the Parties. BSFS Equipment Leasing, A Component of General Electric Capital Corporati i� BY Au orized Representative Indian River County BY Z=a7GC�C�f� Authorized resentative PRINT NAM PRINT NAME _Caroline n . Ginn TITLE DATE ell 2-d p Lj TI.TLE , Chairman DATE May 4, 2004 St.GMLPA7112199 Counterpart No.? of 3 serially 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 LESSOR SHALL HAVE NO LIABILITY TO LESSEE OR ANY THIRD PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER DAMAGES, WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE, AND WHETHER RESULTING FROM USE OF THE SYSTEM OR BREACH OF THE LEASE OR OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAGES FOR LESSOR'S BREACH OF A LEASE OR FOR PERSONAL INJURY OR,PROPERTY DAMAGE ONLY TO THE EXTENT CAUSED BY LESSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 11. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee represents, covenants and warrants to Lessor that: (a) Lessee is a public body corporate and politic, duly organized and validly existing, and has the power to execute, deliver and perform each Lease; (b) the person executing this Agreement and any Schedules and related documents on behalf of Lessee has been given authority to bind Lessee; (c) this Agreement and all related documents have been duly authorized and constitute valid, legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) there are no actions or proceedings. pending or threatened against Lessee which, if adversely determined, will have a material adverse effect on the ability of Lessee to perform its obligations under a Lease; (e) Lessee qualifies as a state or a political subdivision of a state within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended ("Code"); (f) Lessee will not take any action which, or omit to take any action which, would adversely affect the exemption of the interest component of Rent payments from federal income taxation; (g) Lessee shall file Internal Revenue Form 8038-G or Form 8038 -GC, as applicable; and (h) the' obligation of Lessee to pay. Rent shall constitute a current expense of Lessee and is not in contravention of any applicable limitation of indebtedness. 12. INSURANCE: At its expense, Lessee shall keep each System insured against all risks of loss and damage for an amount equal to the installed replacement cost of the System, with Lessor named as a loss payee. Lessee shall also maintain comprehensive general liability insurance, with Lessor named as an additional insured. All insurance policies shall be with an insurer having a rating of B+ or better by A.M. Best Company, Inc., and be in such form, amount and deductibles as are satisfactory, to Lessor. Each such policy must state by endorsement that the insurer shall give Lessor not less than thirty (30) days prior written notice of any amendment, renewal or cancellation. Lessee shall, upon request, fumish to Lessor satisfactory evidence that such insurance coverage is in effect. Lessee may self insure with respect to the above coverages with Lessor's prior written consent. 13. CASUALTY: If any System, in whole or in part, is lost, stolen, damaged or destroyed, or is taken in any condemnation or similar proceeding (an. "Event of Loss"), Lessee shall promptly notify Lessor. Lessee shall, at its option (a) immediately place the affected Equipment and Software in good condition and working order, (b) replace the affected item with like equipment or software'in good condition and transfer clear title or the sublicense thereto to Lessor, or (c) to the extent. permitted by law, pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss Value ("SLV") (as hereinafter defined) for such affected Equipment or Software plus any other unpaid amounts then due under the Lease. If an Event of Loss occurs as.to part of a System for which the SLV is paid, a prorate amount of Rent shall abate from the date the SLV payment is received by Lessor.; The SLV shall be an amount equal to, surn of (a) all future Rent payments from the last Rent Payment Date to the end of the Term with each such payment discounted to present value, at a simple interest rate equal to. the applicable Lease Rate or if such rate is not permitted by law, then at the lowest permitted rate; plus (b) as liquidated damages, and not as a penalty, to the extent permitted by law, one percent (1 %) of the Price of the System, as such Price may have been amended from time to time. 14 INDEMNITY: To the maximum extent permitted by applicable law, Lessee shall indemnify Lessor against, and hold Lessor harmlessfrom, and covenants to defend Lessor against, any and all losses, claims, liens, encumbrances, suits; damages,,and liabilities (and all costs and expenses including, without limitation, reasonable attorneys' fees) related to the Lease including, without limitation, the selection; purchase, delivery, ownership, condition, use, operation of the System, or violation of the Software. sublicense, or arising by operation of law (excluding. the gross negligence or willful misconduct of Lessor). Lessee shall. assume full responsibility for, or at Lessors sole option, reimburse Lessor for the defense thereof. This Section :shall survive the termination of the Lease but not longer than the applicable statute of limitations. The Lease is entered into based upon the assumption that the interest portion of the Rent will not be includable in Lessors gross income for federal income tax purposes. If Lessee causes Lessors after-tax economic yield to be adversely affected,.to the extent permitted by law, Lessee shall pay Lessor, on demand, an amount which will- .cause Lessor to have the same economic return had such a loss not occurred. Thw tern "Lessor" shall include any affiliated group for filing consolidated returns. 15. DEFAULT: Any of the following shall constitute an Event of.Default: (a) failure by Lessee to pay any Rent or other amounts payable under a Lease for a period of ten (10) days or more after Lessee's receipt of written notice thereof; (b) failure by Lessee to perform any other material term in any Lease or any other agreement of Lessee given in connection with the Lease, and such failure continues uncured for twenty (2b) daysafter Lessee's receipt of written notice thereof; (c) the inaccuracy of any material representation or warranty made by the Lessee in connection with any Lease which failure or inaccuracy shall continue for a period of thirty days or more; (d) Lessee's attempt to make a Transfer (as defined in Section 17 herein) without Lessors prior written consent; (e) Lessee dissolves or ceases to exist; (f) Lessee becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary. petition or has an involuntary petition filed or action commenced against it under the United States Bankruptcy Code or any similar federal or state law; or (g) failure by Lessee to perform any of its obligations under any other Lease or agreement with Lessor. 16 REMEDIES: If an Event of Default has occurred, Lessor shall have the right to exercise one or more of the following remedies: (a) terminate and/or declare an Event of Default under any Lease or other agreement with Lessee; (b) recover from Lessee all Rent and any and all amounts then due and unpaid; (c) to the extent permitted by applicable law, recover from Lessee all Rent and other amounts to become due, by acceleration or otherwise, such amounts described in subsection (c) being present valued using the lesser of the applicable Lease Rate or such lower rate as may be SLGMLPA 7/12/99 permitted under applicable law, with the amounts set forth in subsections (b) and (c) above being the agreed upon damages ("Lessors Loss"); (d) charge Lessee interest on the Lessors Loss from the date of the Event of Default until paid at the rate of one and one-half (1-1/2%) percent per month, but in no event more than the maximum rate permitted by law; (e) demand the Lessee return any System to Lessor in the manner provided in Section 9 of the Schedule; and (f) take possession of any System wherever located, with or without demand or notice, or any court order or any process by law. Upon repossession or return ofe System, Lessor shall sell, lease or otherwise dispose of the System in a commercially reasonable manner, with or without notice and by public or private bid, and apply the net proceeds thereof, if any, toward Lessors Loss but only after deducting all expenses including, without limitation, reasonable attorneys' fees incurred in enforcement of any remedy. Lessee shall be liable for any deficiency if the net proceeds available after the permitted deductions are less than Lessors Loss. No right or remedy is exclusive of any.other provided herein or permitted by law or. equity. All rights and remedies shall be cumulative and may be enforced concurrently or Individually from time to time. 17. ASSIGNMENT: Lessor may, without notice to or the consent of Lessee, sell', assign, grant a security interest in, or pledge its interest in all. or any portion of a System and/or a Lease and any amounts due or to become due hereunder to any party ("Assignee"). No such assignment shall be effective until Lessee shall have received a notice identifying the Assignee. Upon receiving notice from Lessor Lessee shall. pay all,Rent and other amounts due to Assignee free from any claim or counterclaim, defense .or other right which Lessee may have against Lessor. Pursuant to Section 149(a) of the Code, Lessee hereby appoints Lessor as "Agent" of.the Lessee to maintain a' record of any Assignee. Lessor shall be relieved of its future obligations under the Lease as a result of such assignment if Lessor assigns to Assignee its :interest in the'System and Assignee assumes Lessor's future obligations. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT ASSIGN, SUBLEASE,; TRANSFER, . PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER ("TRANSFER") THE SYSTEM OR THE LEASE OR ANY OF ITS RIGHTS THEREIN OR PERMIT ANY LEVY, LIEN OR ENCUMBRANCE THEREON. .Any. attempted non -con sensual, Transfer by Lessee shall be void ab initio. No Transfer shall relieve Lessee of any of its obligations under the Lease. 18. NOTICES: Notices, demands and other communications shall be in writing and shall be sent by hand delivery, certified mail (return receipt requested), or overnight courier service or facsimile transmission (effective upon transmission) with a copy sent by one of the foregoing methods, to Lessee at the address or facsimile number stated above and to Lessor at 501 Corporate Centre Dr., Suite 600, Franklin, Tennessee, 37067, Attention: Manager Operations, or facsimile no. (615) 77.1-6292. Notices. shall be effective, upon the earlier of actual receipt or four days after the mailing date. Either party may substitute another address by such written notice. 19. GOVERNING LAW: EACH LEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE LESSEE IS LOCATED. 20. MISCELLANEOUS: (a) Any failure of Lessor to require strict performance by Lessee or any waiver by Lessor of any provision of the Lease shall not be construed as a consent to or waiver of any other breach of the same or of any other provision. (b) If there is more than one Lessee,. the obligations of each Lessee are joint and several. (c) Lessee agrees to execute and deliver, upon demand, any documents necessary, in Lessors reasonable discretion,; to. evidence the intent of the Lease, and/or to protect Lessors interest in the System: Lessee agrees.to.pay the costs of'filing and recording such documentation. (d) Lessee shall deliver to Lessor such additional financial information as Lessor may.reasonably request. (e) If any provision shall be held to.be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.. (f) In the event Lessee fails to pay or perforin any obligations under the Lease, Lessor may, at its option, pay or perform such obligation, and any payment made or expense' incurred by Lessor in connection therewith shall be due and payable by Lessee upon demand by Lessor with interest thereon accruing at the maximum rate permitted by law until paid. (g) Time is of the essence in each Lease and in each of the Lease provisions: (h) Lessee shall pay Lessor on demand all costs and expenses, including reasonable attorneys' and collection fees incurred' by Lessor in enforcing the terns and conditions of a Lease, or in protecting Lessors rights and interests in the Lease or the System. (i) No lease charge, late charge, fee or interest, as applicable, is intended to exceed the maximum amount permitted to be charged or collected by applicable law. If one or more of such charges exceed such maximum, then such charges will be reduced to, the legally permitted maximum charge and any excess charge will be used to reduce the Price of the System or refunded. (j) The Lease may, be executed by one or more of the parties on any number of separate counterparts .(which' may be originals or copies sent by facsimile transmission) each of which counterparts shall . be an original. (k) Each Lease constitutes the entire agreement between Lessor and Lessee with respect to the subject matter thereof and supersedes all previous writings, and understandings of any. nature whatsoever. No agent, employee, or representative of Lessor has any authority to bind Lessor to any representation or warranty concerning the System and,. unless such representation or warranty is, specifically included in the Lease, it shall not be enforceable by Lessee against Lessor. Lessor BSFS Equipment Leasing, A Component of General Electric Capital Corporation Lessee Indian River County Florida. Agreement Addendum Agreement NoJSchedule No. 7297850 A. AMENDMENTS TO MASTER LEASE/PURCHASE AGREEMENT. Contemporaneously with entering into the Master Lease/Purchase Agreement referenced above, Lessee and Lessor hereby agree to the following changes to the Master Lease/Purchase Agreement: 1.. Section 4. N ONAP PROP RIATION: The second sentence of Section 4 of the Agreement is deleted and the following substituted in lieu thereof: "A "nonappropriation is defined as an occurrence in which, notwithstanding Lessee's best efforts and exhaustion of all available administrative appeals, Lessee is not allotted line item funds for the payment of Rent hereunder for a' Fiscal Period and Lessee has no other: funds from non -ad valorem sources legally available to be allocated to the payment of its obligations under a Lease. Lessor acknowledges that Rent is payable from sources other than ad valorem taxes." 2. Section 12. INSURANCE: The last sentence of Section 12 is deleted and the following substituted in lieu thereof: "Lessor consents to Lessee self-insuring with respect to the. above coverages. However, in the event Lessee ceases 'to be self-insured, Lessee will comply with the provisions of this Section. To the maximum extent permitted by applicable law, Lessee hereby indemnifies Lessor against, and holds Lessor harmless from, and covenants to defend Lessor against, any and all losses, claims, liens, encumbrances, actions, suits, damages,.obligations, and liabilities (and all costs and expenses including, without limitation, reasonable attorneys' fees incurred by Lessor, in connection therewith) arising out of or in any way related to Lessee's election to self -insure." 3. Section 16. REMEDIES: The text of Section 16(f) is deleted and the following substituted in lieu thereof: "(f) take possession of any System wherever located, with demand and notice but without any court order or any process by (as long as such actions will not be a breach of the peace)." B. AMENDMENTS TO EACH EQUIPMENT SCHEDULE. Contemporaneously with entering into the Master Lease/Purchase Agreement referenced above, Lessee and Lessor hereby agree to the following changes to each Equipment Schedule to the Master Lease/Purchase Agreement: 1. Section 6 of each Schedule. SECURITY INTEREST; TITLE: The third sentence of Section 6 of each Schedule entered into pursuant to this Agreement is deleted. C. NO OTHER AMENDMENTS. Except as expressly modified hereby, all other terms and provision of the Master Lease/Purchase Agreement referenced above and each Equipment Schedule thereto shall remain in full force and . effect. BSFS Equipment Leasing, A Component of General Electric Capital Corporation BY Authorized Representative PRINT NAME �1��eSV IL DATE q/7.tJ/() Indian River County BY Authorized Rep tative PRINT NAME Caroline D. Ginn TITLE Chairman DATE 05/04/2004 Page 1 Lessor BSFS Equipment Leasing -A Component of Equipment Schedule General Electric Capital Corporation Lessee Indian River County Billing Address Attention 1840 25 St. Francis Sherwood City County State Zip Code Vero Beach FL 32960 Installation Site City County State Zip Code 4055 41st Ave. Sheriffs Office Vero Beach FL 32960 1055 20th Street - Vero PD Vero Beach FL 32960 Supplier Name Rent is Paid Advance Payment BellSouth Communication Systems, LLC $0.00 First Day The Advance Payment shall be X Last Day of applied to the first 0 and last 0 Rent Payment Period payment(s). Agreement NoJSchedule No. Price Lessee's Fiscal Period Lease Rate Factor Rent 7297850-001. $393,169.00 From: 0.013707 (See Amortlzatitin Date'of Schedule Term (months) 4/20/2004 84 Annex attached Lease Rate 4.08000000 To: hereto) Commitment Date 9/24/2004 Payment Period ®_ Monthly Q Other. TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Schedule) The terms and .conditions of the Master Lease/Purchase Agreement by and 3. ACCEPTANCE: Lessee agrees to accept the System for purposes of this between Lessor and Lessee as referenced above are made a part of this Lease by signing the Acceptance Certificate within ten (10) days after the Schedule. Lessor and Lessee hereby agree to the terms defined above and System has met the acceptance. criteria specified in the Supplier Agreement. further agree as set forth herein. If Lessee fails.or refuses to sign the Acceptance Certificate within such (10). ten day period, or if the Lease does not commence by the Commitment Date, 1.. ADVANCE ,PAYMENT: Lessee shall pay to Lessor, upon the execution . Lessor may declare Lessee's assignments and Lessor's agreement to pay the and delivery of this. Schedule, the advance payment set forth above Price set forth in Section 1 of the Agreement and Section 2 of this Schedule to ("Advance Payment") in consideration of the Lessor holding funds available to be null. and void ab initio. and thereupon the.Lease shall terminate. Lessor purchase the Equipment and obtain the Software and as compensation for shall then have no obligations: under the Lease and. Lessee shall, within ten Lessor's review of Lessee's credit and document preparation. Upon Lessor's (10) days of'a demand, therefore, immediately pay to Lessor, all Purchase acceptance of the Lease, the .Advance Payment shall be applied to the Price Payments and all price adjustment(s) under Section 2 herein as well as payment of Rent as .set forth, above. Any Advance Payment shall be non- Lessor's out-of-pocket expenses. refundable if Lessee fails to timely provide all documentation or satisfy all 4. MAINTENANCE, USE, AND OPERATION:' At all times during the Tenn, conditions required by this Lease. at its sole cost and expense, Lessee shall maintain the System in good repair, condition and working order, ordinary wear and tear excepted. Lessee shall 2. PURCHASE PRICE PAYMENTS: Lessee acknowledges that it has use the System and all parts thereof for il designated purpose and in signed and received a copy of the Supplier Agreement. If Lessee is required compliance with all applicable laws as welll as keep the System in its to make payments to Supplier under the Supplier Agreement prior to the possession and control and not permit such System to be moved from the Commencement Date' ("Purchase Price. Payments"), Lessee requests Lessor Installation Site without Lesso7s'prior written consent. to pay such payments subject to the following terms and conditions. The Price will be increased by adding a price adjustment for each Purchase Price 5. PERSONAL PROPERTY: The System is, and shall at all times remain, Payment. Each such price adjustment shall be computed by multiplying the personal property even if the. Equipment is affixed or attached to real property Purchase Price Payment paid by Lessor to Supplier by a rate equal to the or any improvements thereon. At Lessor's request, Lessee shall, at no "Base Lending Rate" from time to time designated by Citibank N.A., NY, NY in charge, promptly affix to the. System, any_tags, decals,. or plates furnished by effect on the date Lessor makes the first Purchase Price Payment plus two . Lessor indicating Lessor's interest in the System and Lessee shall not permit and one-half percent, divided by 360, and multiplied by the actual number of their removal or concealment. At Lessee's expense, Lessee shall (a) at all days elapsed from the date of the Purchase Price Payment to the times keep the System free and clear of all liens and encumbrances, except Commencement Date or, if the Lease does not commence, to the date those arising through the actions of: Lessor, .and (b) otherwise. cooperate to Lessee refunds the Purchase Price Payments to Lessor in accordance with defend Lessor's interest...in the.. System and to maintain the status of the Section 3. In no event will all or any price adjustment(s) exceed any limits System and all parts thereof as personal property. If requested by Lessor, imposed by applicable law. The periodic Rent shall be increased as a result Lessee will, at Lessee's. expense, fumish a waiver of any interest in the of adding, to the Price of the System an amount equal to the total price System from any party having an interest in any such real estate or building in adjustment(s). which the System is located. Lessormay inspect the System and any related maintenance records at any time during normal business hours of Lessee. A complete description of the System is set forth on the Equipment and Software Listing attached hereto and made a part hereof. BSFS Equipment Leasing, Indian River County A Component of General Electric Capital Corporation BY BY. Au razed RepresentativeAuthors Representative PRINT NAME �l -V ./ L� PRINT NAME 01ofinKi:ni TITLE-� 1 f!e�Y DATE: LL> av TITLE Emergency Services DATE S.y.oY SLGSCHED 7/1"9 Document/ Errors Reference source not found. Counterpart No3_ ofa serially numbered, manually executed counterparts. To the extent that this Equipment Schedule constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any jurisdiction), no security interest in this Equipment Schedule may be w -w 4-A \L- —h 61— i- —f - n- w..n-w..w lwn wi ww.. ww..waw-ww.a Lw.waw -6L... ♦L..w 1 .. ..�-.....a \I- A 6. SECURITY INTEREST; TITLE: Unless otherwise required by the law, upon the Commencement Date, legal title to the Equipment shall vest in Lessee subject to Lessor's rights hereunder, provided that title shall thereafter immediately and without any action by Lessee revest in Lessor, and Lessee shall immediately surrender possession of the System to Lessor, upon the occurrence of an Event of Default. Lessee shall execute any such instruments as Lessor may request to evidence such transfer. To secure Lessee's obligations under this Lease, Lessee hereby grants to Lessor a first priority security interest in Lessee's existing and future right, title and interest in the Lease and the System, which includes all additions, attachments, accessions, and leased Modifications and Additions (as defined in Section 7 below) thereto and replacements therefor as well. as all proceeds of the foregoing including, without limitation, insurance proceeds, rents and all sums due or to become due to Lessee with respect to any of the foregoing, and all monies received in respect thereof and the Supplier Agreement. 7. MODIFICATIONS; ADDITIONS; ALTERATIONS: After the Commencement Date of this Lease and without notice to Lessor, Lessee may, at Lessee's expense, alter or modify any item of. Equipment with an upgrade, accessory or any other equipment which meets, the specifications of the manufacturer of the System for use on or in connection with the System ("Modification") or with Software or other associated items or materials which meet the specifications of the manufacturer of the System and are to be used on or in connection with the System ("Addition"). Any other modification or addition ("Alteration") shall be permitted only upon written notice to Lessor and at Lessee's expense and risk, and any such Alteration shall be removed and the Equipment restored to its normal, unaltered condition at Lessee's expense prior to its return to Lessor. If not .removed upon return of the System, any Modification or Addition shall become, without charge, the property of Lessor free and clear of all encumbrances. Restoration will include replacement of any parts removed in connection with the installation of an Alteration, Modification or Addition. Any Equipment or Software installed in connection with warranty or maintenance service or manufacturer's upgrades provided at no charge to Lessee shall be subject to this Lease. S. LEASES FOR MODIFICATIONS AND ADDITIONS: During, the Term of this Lease, at Lessee's_ request, , Lessor may elect to lease to Lessee Modifications and Additions . ("CSO Equipment") subject to the terms of this Lease. While the CSO Equipment shall be added.to and become a part of this Lease as of the CSO Commencement Date (as defined below), the CSO Lease Addendum shall be assigned a separate Schedule number. The lease for CSO Equipment shall expire at the same. time as this Lease. The applicable Lease Rate Factor shall be Lessors then -current -Lease, Rate Factor for similar transactions based upon the remaining length of the Term. The rent for CSO Equipment shall be determined by. Lessor who shall adjust the then -current Rent and notify Lessee in' writing of such adjustment(s), which shall be effective as of the first day of the month following the date of the notice (or the date of the notice if it is the first day of the month) ("CSO Commencement Date"). Any adjustment notice shall be added to and become a part of this Lease. CSO Equipment must be ordered by Lessee from the Supplier. On the date any CSO Equipment is delivered to Lessee, Suppplier shall pass title to such CSO Equipment ((other than any Software which shall be licensed and/or sublicensed) direcily to. Lessor. Such title shall. be good and marketable and free and clear of any and all. liens and encumbrances of. any nature whatsoever except Lessee's Interests hereunder. Lessor shallpromptl pay to Supplier the appropriate price of the CSO Equipment after the later of ro the date the CSO Equipment is Installed and functioning, or (ii) Lessor's receipt of a full and complete listing of.the CSO Equipment and the Supplier's invoice. No interest shall be payable by Lessor to Supplier with respect to such payment. Lessor's agreement to lease any,CSO Equipment is subject to the condition that the Price payable to Supplier with respect thereto shall not exceed $100,000.00 or be less than $1,000.00 and is subject to satisfactory credit review by Lessor of Lessee's credit. 9. RETURN OF SYSTEM: (a) Upon any termination of this Lease pursuant to the terms hereof prior. to the end of the Term or, (b) at Lessor's request upon the occurrence of an Event of Default, Lessee shall, at its own risk and sole expense, immediately return the System to Lessor by properly removing, disassembling and packing it for shipment, loading it on board a carrier acceptable to Lessor, and .shipping the .same. to a destination in the continental United States specified by Lessor, freight and insurance prepaid. The returned System shall be in the same condition and operating order as existed when received, ordinary wear and tear excepted. If Lessee does not SLGSCHED 711"9 CADocuments and SettingstshadiADesktop\Indian River 002 County SLG $bo .doc immediately return the System to Lessor as required herein, Lessee shall pay to Lessor, upon demand, an amount equal to the then current Rent prorated on a daily basis for each day from and including the termination or expiration date of the Lease through and including the day Lessee ships the System to Lessor in accordance with this Section. Lessee shall pay to Lessor, upon written demand, any amount necessary, to place the System in good repair, condition and working order, ordinary wear and tear excepted. 10. PURCHASE OPTION: Provided that there is no Event of Default,or an .event which with notice or lapse of time, or both, could become an'Event of Default, then existing and. continuing, upon payment by Lessee of $1.00 at, the end of the Term hereof. Lessor shall transfer, assign, and convey its interest in all of the Equipment to Lessee, and Lessor. shall assign, any nonexclusive sublicense to Lessee to use all of the Software. Lessee also shall be responsible for the payment of all sales taxes, transfer fees and other similar charges, if any, which may, arise in connection with Lessee's payment of the purchase price. Upon satisfaction by Lessee of such purchase conditions, Lessor's sole and exclusive obligation after payment of the purchase price shall be to deliver to Lessee any and all right,- title and interest it may have in and to such Equipment, such as Lessor shall have received from the Supplier, warranted only to be free and clear of all liens, encumbrances, rights, title and interests of others arising solely out of Lessor's actions, to release Lessor's security interests in the Equipment and to assign to Lessee a non-exclusive Software sublicense as described in the Supplier Agreement. Lessor's assignment of the sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all applicable terms and conditions of the license and/or sublicense set forth in the Supplier Agreement: Lessee purchases the Equipment and receives the sublicense to use the Software AS -IS, WHERE -IS; WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN THE LEASE. Lessor BSFS Equipment Leasing, A Component of General Electric Capital Corporation Equipment and Software Listing Lessee Indian River County Agreement No./Schedule No. 7297850-001 Lessor and Lessee agree that the following described Equipment and Software are subject to the Master Lease/Purchase Agreement and Schedule referenced above. QUANTITY DESCRIPTION 8 21 Inch NEC Flatscreen- Touch Screen 1 BASIC INTERCEPTOR CONTROLLER 1 LINE CARD SHELF 1 PRIMARY STATION CARD SHELF 14 CALLER ID CARD 5 911 TRUNK CARD 3 STATION SLOT COVER 7 LINE CARD SLOT COVER InterAct Interceptor Position Equipment 1 FIRST CTI POSITION INTERCEPTOR 6 ADDITONAL CTI POSITIONS INTERCEPTOR 7 PRIMARY STATION CARD 7 TELEPHONE RADIO HEADSET INTERFACE 7 TDD OPTION 7 INSTANT RECALL RECORDER InterAct Interceptor Training TRAINING INTERCEPTOR - SETUP 1 FEE 32 TRAINING INTERCEPTOR - USER - each 4 TRAINING INTERCEPTOR - SUPERVISOR - each 2 TRAINING INTERCEPTOR MIS SYSTEM -USER -each 7 S3200 OPERATOR MANUAL InterAct Interceptor Spare Parts Kit 1 STATION CARD, PRIMARY - SPARE 2 911 TRUNK CARD - SPARE 1 CALLER ID LINE CARD - SPARE InterAct Interceptor MIS 1 INTERCEPTOR MIS SYSTEM 2 MIS APPLICATION - USER $ 0 Misc. 3/98 © Telecom Financial Services Legal Staff C:\Documents and Settings\shadir\Desktop\lndian River SLG $bo .doc I CONTRACT PREPARATION CHARGE 4 21 Inch NEC Flatscreen- Touch Screen 1 BASIC INTERCEPTOR CONTROLLER 1 PRIMARY STATION CARD SHELF. 5 CALLER ID CARD 3 911 TRUNK CARD 7 STATION SLOT COVER??QTY 6 LINE CARD SLOT COVER??QTY InterAct Interceptor Position Equipment 1 FIRST CTI POSITION INTERCEPTOR 2 ADDITONAL CTI POSITIONS INTERCEPTOR 3 PRIMARY STATION CARD 3 TELEPHONE RADIO HEADSET INTERFACE 3 TDD OPTION 3 INSTANT RECALL RECORDER InterAct Interceptor Training TRAINING INTERCEPTOR - 1 SETUP FEE 16 TRAINING INTERCEPTOR - USER - each 4 TRAINING INTERCEPTOR - SUPERVISOR - each 2 TRAINING INTERCEPTOR MIS SYSTEM -USER -each 3 S3200 OPERATOR MANUAL. InterAct Interceptor Spare Parts Kit 1 STATION CARD, PRIMARY -SPARE 2 911 TRUNK CARD - SPARE 1 CALLER ID LINE CARD - SPARE InterAct Interceptor MIS 1 INTERCEPTOR MIS SYSTEM 2 MIS APPLICATION - USER $ 0 Misc. 1 CONTRACT PREPARATION CHARGE SIGNATURE: ` Jh King Em rgency Se ces Director Form 8038-G (Rev. November 2000) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate Instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC. OMB No. 1545-0720 Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number Indian River County 3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number 15 1840 25th Street 16 5 City, town, or post office, state, and ZIP code 18 6 Date of issue Vero Beach, FI LZ. 4/01/2004 7 Name of issue (c) Stated redemption price at maturity 8 CUSIP number A/C 7297850-001 21 n/a $ 393,169.00 9 Name and title of officer or legal representative whom the IRS may call for more information10 ..Telephone number of officer or legal representative % Ms. Francis Sherwood ( 772 ) 567-8000 Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 12 13 14 15 16 17 18 19 20 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . E3 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . ❑ Transportation . . . . . . . . . . . . . . . . . . . 0 Public safety . . . . . . . . . . . . . . . . . . . . ❑ Environment (including sewage bonds) . . . . . . . . . . . . . ElHousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . ❑ Utilities . . . . . . . . . . . . . . . . . . . . . ... . . . . , ❑ Other. Describe ► If obligations are TANS or RANs, check box ► El obligations are BANS, check box ► El If obligations are in the form of a lease or installment sale, check box 10-0 11 12 13 14 393,169.00 15 16 17 18 LZ. IVIII Description of Obligations. Complete for the entire issue for which this form is beinq filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted: average maturity (e) Yield 21 n/a $ 393,169.00 $ n/a 7 years % Uses of Proceeds of Bond Issue(including underwriters' discount 22 23 24 25 26 27 28 29 30 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . .. . . . Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . Proceeds used for bond issuance costs (including underwriters' discount) . 24 n/a Proceeds used for credit enhancement . . . . . . . . . . . . 25 n/a Proceeds allocated to reasonably required reserve or replacement fund . . 26 n/a Proceeds used to currently refund prior issues . . . . . . . . 27 n/a Proceeds used to advance refund prior issues . . . . . . . . 28 n/a Total (add lines 24 through 28) . . . . . . . . . Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here) . 22 n/a 23 n/a 29 n/a 30 n/a JiM Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . No. n/a years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded ► n/a years 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ► n/a 34 Enter the date(s) the refunded bonds were issued ► n/a FUMM Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 n/a 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a n/a b Enter the final maturity date of the guaranteed investment contract ► 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► 38 If the issuer has designatedthe issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑ 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . ► ❑ 40 If the issuer has identified a hedge, check box► ❑ Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. Sign , Here 05/04/2004 ' Caroline D. Ginn, Chairman Signature of issuer's authorized repretkfitative Date Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat. No.63MS Form 8038-G (Rev. 11-2000) Lessor BSFS Equipment Leasing - A Component of Certificate of Incumbency General Electric Capital Corporation Annex B Lessee Indian River County Agreement No./Schedule No. 7297850-001 The Officer who will execute the lease documents must sign in the body of the Certificate. The Secretary/Clerk certifying to that signature must complete the remaining information and sign at the bottom of the Certificate. I, , do hereby certify that I am the duly elected or appointed, qualified, and acting Secretary/Clerk Mto Board of County Commissioner,sa body corporate and politic and a political subdivision duly organized and existing under the laws of the State of F1 or; da ("Lessee"), and I do further certify that the persons whose names, titles, and signatures appear below are the duly elected or appointed, qualified, and acting officers of Lessee and hold on the date of this Certificate the offices set forth opposite their respective names, and that the signatures appearing opposite their respective names are the genuine signatures of such officers. Name of Officer Caroline D. Ginn John King Title of Officer Chairman Emer5zency Services Director Signature of Offic��erII IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Lessee this r day of 2004. [SEAL] , Clerk. to the Bo d of County Commissioners A Print Name Lessor BSFS Equipment Leasing -A Component of General Electric Capital Corporation Certificate as to Non -Arbitrage Annex C Lessee Indian River County Agreement No./Schedule No. 7297850-001 1, the undersigned officer of the Lessee, being the person duly charged, with others, with responsibility for issuing the Lessee's obligation in the form of that certain agreement entitled "Master Lease/Purchase Agreement No. 7297850" and "Equipment Schedule No. -001" and other related documents and instruments as each may have been amended (collectively, "Lease"), HEREBY CERTIFY that: 1. The Lease was executed by the Lessee in order to finance the acquisition of certain equipment ("Equipment") and software licenses ("Software") described therein (collectively, the "System"). 2. Pursuant to the Lease, the Lessee is entitled to purchase the System in consideration for the obligations of the Lessee under the Lease. The System will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell/lease the Equipment or sublicense the Software (or otherwise dispose of the System) during the term of the Lease. The Lessee will not receive any monies, funds, or other "proceeds" as a result of the Lease. 3. The use of the System is a governmental use as that term is defined in Section 141 of the Internal Revenue Code of 1986, as amended, and is essential to the proper, efficient and economic functioning of the Lessee. The System will be used by the Lessee only for the purpose of performing its governmental functions and will not be used in a trade or business for any private commercial activity. 4. The Lessee expects to make payments under the Lease from its general funds on the basis of annual appropriations in amounts equal to the required payments under the Lease. 5. Lessee has not established, and will not establish any fund, designated or restricted, to pay principal or interest on the payments due under the Lease. 6. Lessee's obligations hereunder are not guaranteed by the United States of America or any agency or instrumentally thereof. 7. Lessee has fully complied with all applicable laws governing open meetings and such public bidding requirements as may be applicable to the Lease and the acquisition of the System thereunder. To the best of my knowledge, information and belief, the representations expressed herein are true and correct as of the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Lessee on this 4th day of Mav 2004 By (signature)�Arra��1: (yiy Officer of Legsee Print Name Caroline D. Ginn Print Title BOARD OF COUNTY COMMISSIONERS OFFICE OF COUNTY A TTORNE Y William G. Collins H, County Attorney Marian E. Fell, Assistant County Attorney William K. DeBraaL Assistant County Attorney April 23, 2004 BSFS Equipment Leasing A Component of G.E. Capital Corp. 10 Riverview Drive Danbury, CT 06810 Ladies and Gentlemen: We are counsel to the Board of County Commissioners of Indian River County ("Lessee"), and, in that capacity, we have examined that certain Master Lease/Purchase Agreement No. 7297850, between Lessee and Lessor, associated Equipment Schedule No. 7297850-001 and all other documents executed and delivered by Lessee in connection therewith (collectively, "Lease"). As a result of our examination of the Lease, the proceedings taken by the Lessee to authorize and execute the Lease, and such other examinations as we deemed appropriate, we are of the opinion as follows: 1. Lessee is a duly created and validly existing political subdivision of the State of Florida, and has the power and authority to enter into the Lease and carry out its obligations thereunder. 2. The execution, delivery, and performance of the Lease by the Lessee has been duly authorized and constitutes a valid, legal,- and binding agreement, enforceable in accordance with its terms. 3. No approval, consent, withholding of objection or other documents are required from any other governmental authority with respect to the execution and performance by Lessee of the Lease and the transactions contemplated thereby. 4. The entering into and performance of the Lease will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the equipment or software subject to the Lease (other than to Lessor) pursuant to any instrument to which Lessee is a party or by which it or its assets may be bound. 1840 25th Street, Vero Beach, Florida 32960 • (772) 567-8000, Ext. 1424 • Fax (772) 569-4317 ircattomeyG ircgov.com 5. There are no actions, suits or proceedings pending or, to our knowledge, threatened against or affecting. Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under the Lease. 6. Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, and has the legal right to issue tax-exempt obligations under Section 103 of the Internal Revenue Code of 1986, as amended and, consequently will be exempt from federal income taxes. Very truly your William K. DeBraal Assistant County Attorney Til FAAttorney\Nancy\DOCS\DOC\bsfs 911 funds ems.doc Lessor BSFS Equipment Leasing - A Component of Amortization Annex General Electric Capital Corporation Lessee Indian River County Agreement No./Schedule No. 7297850-001 Rent Payment Principal Interest Number Rent Component Component SEE ATTACHED AMORTIZATION TABLE FOR ACCTG. PURPOSES ONLY. DOES NOT REPRESENT A BUY OUT, CASUALTY OR TERMINATION VALUE. CUSTOMER Indian River County AMOUNT $393,169.00 RATE 4.08% L.R.F.= .013707 TERM 84 ADV or ARR ARR PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 0 393,169.00 0.00 0.00 0.00 393,169.00 1 393,169.00 1,337.73 4,051.44 5,389.17 389,117.56 2 389,117.56 1,323.94 4,065.23 5,389.17 385,052.33 3 385,052.33 1,310.11 4,079.06 5,389.17 380,973.27 4 380,973.27 1,296.23 4,092.94 5,389.17 376,880.34 5 376,880.34 1,282.30 4,106.86 5,389.17 372,773.47 6 372,773.47 1,268.33 4,120.84 5,389.17 368,652.64 7 368,652.64 1,254.31 4,134.86 5,389.17 364,517.78 8 364,517.78 1,240.24 4,148.93 5,389.17 360,368.85 9 360,368.85 1,226.13 4,163.04 5,389.17 356,205.81 10 356,205.81 1,211.96 4,177.21 5,389.17 352,028.60 11 352,028.60 1,197.75 4,191.42 5,389.17 347,837.19 '12 347,837.19 1,183.49 4,205.68 5,389.17 343,631.51 13 343,631.51 1,169.18 4,219.99 5,389.17 339,411.52 14 339,411.52 1,154.82 4,234.35 5,389.17 335,177.17 15 335,177.17 1,140:41 4,248.75 5,389.17 330,928.41 16 330,928.41 1,125.96 4,263.21 5,389.17 326,665.20 17 326,665.20 1,111.45 4,277.72 5,389.17 322,387.49 18 322,387.49 1,096.90 4,292.27 5,389.17 318,095.22 19 318,095.22 1,082.29 4,306.87 5,389.17 313,788.34 20 313,788.34 1,067.64 4,321.53 5,389.17 309,466.81 21 309,466.81 1,052.94 4,336.23 5,389.17 305,130.58 22 305,130.58 1,038.18 4,350.99 5,389.17 300,779.60 23 300,779.60 1,023.38 4,365.79 5,389.17 296,413.81 24 296,413.81 1,008.52 4,380.64 5,389.17 292,033.16 25 292,033.16 993.62 4,395.55 5,389.17 287,637.61 26 287,637.61 978.66 4,410.50 5,389.17 283,227.11 27 283,227.11 963.66 4,425.51 5,389.17 278,801.60 28 278,801.60 948.60 4,440.57 5,389.17 274,361.03 29 274,361.03 933.49 4,455.68 5,389.17 269,905.36 30 269,905.36 918.33 4,470.84 5,389.17 265,434.52 31 265,434.52 903.12 4,486.05 5,389.17 260,948.47 32 260,948.47 887.86 4,501.3.1 5,389.17 256,447.16 33 256,447.16 872.54 4,516.63 5,389.17 251,930.53 34 251,930.53 857.17 4,531.99 5,389.17 247,398.54 35 247,398.54 841.75 4,547.41 5,389.17 242,851.12 36 242,851.12 826.28 4,562.89 5,389.17 238,288.24 37 238,288.24 810.76 4,578.41 5,389.17 233,709.83 38 233,709.83 795.18 4,593.99 5,389.17 229,115.84 39 229,115.84 779.55 4,609.62 5,389.17 224,506.22 40 224,506.22 763.86 4,625.30 5,389.17 219,880.91 41 219,880.91 748.13 4,641.04 5,389.17 215,239.87 42 215,239.87 732.34 4,656.83 5,389.17 210,583.04 CUSTOMER Indian River County AMOUNT $393,169.00 RATE 4.08% L.R.F.= .013707 TERM 84 ADV or ARR ARR PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 43 210,583.04 716.49 4,672.68 5,389.17 205,910.37 44 205,910.37 700.59 4,688.57 5,389.17 201,221.79 45 201,221.79 684.64 4,704.53 5,389.17 196,517.26 46 196,517.26 668.63 4,720.53 5,389.17 191,796.73 47 191,796.73 652.57 4,736.59 5,389.17. 187,060.14 48 187,060.14 636.46 4,752.71 5,389.17 182,307.43 49 182,307.43 620.29 4,768.88 5,389.17 177,538.54 50 177,538.54 604.06 4,785.11 5,389.17 172,753.44, 51 172,753.44 587.78 4,801.39 5,389.17 167,952.05 52 167,952.05 571.44 4,817.72 5,389.17 163,134.32 53 163,134.32 555.05 4,834.12 5,389.17 158,300.21 54 158,300.21 538.60 4,850.56 5,389.17 153,449.64 55 153,449.64 522.10 4,867.07 5,389.17 148,582.58 56 148,582.58 505.54 4,883.63 5,389.17 143,698.95 57 143,698.95. 488.92 4,900.24 5,389.17 138,798.71 58 138,798.71 472.25 4,916.92 5,389.17 133,881.79 59 133,881.79 455.52 4,933.65 5,389.17 128,948.14 60 128,948.14 438.74 4,950.43 5,389.17 123,997.71 61 123,997.71 421.89 4,967.28 5,389.17 119,030.44 62 119,030.44 404.99 4,984.18 5,389.17 114,046.26 63 114,046.26 388.03 5,001.13 5,389.17 109,045.13 64 109,045.13 371.02 5,018.15 5,389.17 104,026.97 65 104,026.97 353.94 5,035.22 5,389.17 98,991.75 66 98,991.75 336.81 5,052.36 5,389.17 93,939.39 67 93,939.39 319.62 5,069.55 5,389.17 88,869.85 68 88,869.85 302.37 5,086.80 5,389.17 83,783.05 69 83,783.05 285.06 5,104.10 5,389.17 78,678.95 70 78,678.95 267.70 5,121.47 5,389.17 73,557.48 71 73,557.48 250.27 5,138.89 5,389.17 68,418.59 72 68,418.59 232.79 5,156.38 5,389.17 63,262.21 73 63,262.21 215.24 5,173.92 5,389.17 58,088.29 74 58,088.29 197.64 5,191.53 5,389.17 52,896.76 75 52,896.76 179.98 5,209.19 5,389.17 47,687.57 76 47,687.57 162.25 5,226.91 5,389.17 42,460.65 77 42,460.65 .144.47 5,244.70 5,389.17 37,215.96 78 37,215.96 126.62 5,262.54 5,389.17 31,953.41 79 31,953.41 108.72 5,280.45 5,389.17 26,672.96 80 26,672.96 .90.75 5,298.41 5,389.17 21;374.55 81 21,374.55 72.73 5,316.44 5,389.17 16,058.11 82 16,058.11 54.64 5,334.53 5,389.17 10,723.57 83 10,723.57 36.49 5,352.68 5,389.17 5,370.89 84 5,370.89 18.27 5,370.89 5,389.17 0.00 TOTALS 59,521.07 393,169.00 452690.07 Initials: Date: May 4, 2004 Lessor BSFS Equipment Leasing, A Componant of General Electric Capital Corporation Payment Arrears Addendum Lessee Indian River County Agreement No./Schedule No. 7297850-001 Contemporaneously with entering into the Schedule to the Master Lease Agreement referenced above, Lessee and Lessor agree to the following changes to the Agreement only with respect to the Schedule: Section 3. RENT, PAYMENT AND LATE .CHARGES. The second sentence of the first paragraph of Section 3 of the Agreement is deleted and the following substituted in lieu thereof: Rent shall be paid as designated in the applicable Schedule in arrears on the last day of each Payment Period ('Rent Payment Date'). . -� - w.,l - C( BSFS Equipment Leasing, Indian River County A CME ctPiZ M -Corporation BY BY r �-' epresentaHve AuMwlnd presentative PRINT N E -E5z�/t/ j2w,& C_ PRINT NAME Caroline D. Ginn TITLE ��L DATE k dL/ TITLE Chairman DATE 05/04/2004 2002\10-23\Pymt Arrears Add BSFS Equipment Leasing, A Component of General Electric Capital Corporation Lessee: Indian River Cou Agreement No./Schedule No. Federal Tax ID Number- 59-6000674 7297850-001 (NOTE: FEDERAL TAX ID NUMBER MUST BE PROVIDED WITH SIGNED DOCUMENTS) If your taxing jurisdiction requires Lessor to pay sales tax up front, WE WILL ADD THIS AMOUNT TO YOUR PRICE (as set forth in the Lease) unless you direct us to bill you for the sales tax by checkinq below: ❑ Invoice Lessee for upfront sales tax: do not add to Price. Please note: If you have elected a $1 Purchase Option, then you are responsible for promptly reporting and paying personal property taxes. To insure we bill you correctly, please review the questions below. If the information on your lease documents is correct, you do not need to complete the blanks, only check the Yes box next to that section. If the information on the documents is incorrect, please insert the correct information below. Information on documentation correct? ❑ Yes ❑ No Information on documentation correct? ❑ Yes ❑ No Billing Address: Billing Contact Name: Phone Number: System Installation Address: City: Zip: County: If applicable, enclose a copy of Lessee's Purchase Order. Purchase Order Number: Start Date: iration Date: State: Please indicate your sales tax status below. The system is exempt from sales tax. Q ❑ No Yes If the above answer is no, please sign below and return with the lease documents. CADocuments and Setdn9s\shadMDesktop\Indian River SLG $bo .doc SLG 11/1/99 If the above answer is yes, attach the appropriate exemption certificate. (Note: Certificates are required for all states in which any portion of the System is located.) Executed certificates (or letter, if a state or local government or agency) must be submitted with signed lease documents, otherwise we will be required to bill you for applicable taxes. Preparers Date Prepared John&ecy g Emer Service Director CADocuments and Set ings\shadir\Desktop\Indian River SLG $bo .doc SLG 1111199 FLORIDA SALES TAX EXEMPTION CERTIFICATE This is to certify that all purchases made by INDIAN RIVER COUNTY are for the exclusive use of a F1'orida County Government. 38 Consumer's Certificate of Exemption DEPARTMENTIssued Pursuant to Chapter 212, Florida Statutes OF REVENUE - 41 -D5 -012529-53C 06/03/00 06/03/05 Ct DR -1 R. 10/9 Certlticate Number Effective Date Expiration Date 4a � 2 ore CH This certifies that5 BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTY 1.840 25TH *ST a(�, VERO BEACH FL 32960-3384 �. ��w, t"" ` c is exempt from the payment of Florida sales and use tax on real property rented, transient feraalip�opary reH'ted; Tangible personal property purchased or rented, or services purchased. - ---- BSFS Equipment Leasing -A Component of General Electric Capital Corporation 10 Riverview Drive Danbury, CT 06810 1-800-681-4709 Subject: Required Insurance Coverage Dear Customer: Under the terms of the Lease referenced above, insurance covering the System is required in the amounts and specifics as outlined below. Insurance All Risk Property Insurance General Liability Bodily Injury Property Damage OR Combined single limit (for bodily injury and property damage) Amount Replacement Cost of System $1 Million per Occurrence $1 Million per Occurrence $2 Million per Occurrence Lessor is to be named as Additional Insured and Loss Payee as its interests appear. Lessor shall be given thirty (30) days written notice of cancellation or any material change in coverage. Please forward this information to your company's carrier as soon as possible. Insurance certificates are to be sent to the address reflected below within thirty (30) days of document execution. BSFS Equipment Leasing - A Component of General Electric Capital Corporation 4333 Edgewood Road, Suite 400 Cedar Rapids, IA 52499 Thank you for your prompt attention to this matter. Sincerely, BSFS Equipment Leasing - A Component of General Electric Capital Corporation t;tk--io-�UU4 'IHU 03;4:; P!'1 AJG PRM UNIT rAk NO, 4073550742 P. 05 AgoRn CERTIFICATE OF LIABILITY INSURANCE OP ID ]; DATEINLIIDO1nYYI 2NDIAiiR 04/15/04 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE A. J. Gallagher & Cc - Orlando HOLDER, THIS CERTIFICATE DOZES NOT AMEND, EXTEND OR 7380 Sand Lake Rd. Suite 390 ALTER THE COVERAGE AFFORDED SY THE POUCIES BELOW. Orlando FL 32819 Phone: 407-370-2320 Fax; 407-37 D-3057 INSUR9RSAFFORDING COVERAGE MAIC 8 INbUREO INSURA: Caieed ubsioaa: Yauurance Ce. +~ RPI Indian Inver AOCC INSURER G: Seth 3ordau Disk Xanager INSURER C; .1840 25th S�. INSURCRD: Vero BeaCh FL 32960 ---r—'— ;0VERAGES THE POLICIC•S OF INSURANCE LISTED BELOW NAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT W" RESPECTTD WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PEri TA•N, THE INSURANCE AFFORDED BY THE POLICES DESCP.IBED HEREIN IS SUEJECT TC ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POUCI=S. ALCREGATE LIMITS SHOWN MAY WAVE SEEN KD'JCED BY PAID CLAIM°u: IRSR NSRC — TYPE OF INSURANCE —^ POU NUM4lxZk I OLQdnTFTOTIV T7C7E5� 1TiTtJ DATE MMIMIYY DArk IM16VDD1YY' LIWTS A I ERAL LIABILITY L-oz'-"tO&iVERCIALGP14ERALLLABiLrry x OCCUR CLAIME ,X7 CP 00 6 5.4 6 9 10/01/03 10 /01 / D4 �? EACH OCCURRENCE S P t£A� ilk Se ee occurence; I S MaD HAT IAnY Dne Amon) { 3 900,000 :Cs $100,000 PERSONAL&ADV INJURY S sir GENERAL AGGREGATE $1000000 GEN'LgGGREOATELINITAPPLIESPER;I POLICY 7 29Tr. LOC - PRODUCTS-GOMPlOPAGG S including . AUTOMORMEUABILNY ANY AUTO I 'THIS INSLWNCE is � •� OQN®INED SINGLE LIMIT S (Ea acdaent) ALL owNt D Aur05 1 SCHEDULED AUTOS(Per IiIREDAUTOS ! NON•C,'WNEQAUTDS l I -• • I _... THE F1 L7RIDA !!( p PERSONS INSURED If CARRIERS DO NOT HA OF THE FLORIDA INN ACT TO THE EXTENT FE2COVERY FOR THE O LM �pj u UM Lima*(per T ANC6 AW IWHT OP t3ATOq!! OF N I I -.— D Y INJURY S acnan) --i BODILY INJURY � b � 1Poracudert) —I - --• --- FROPEity OAMAOF. I L (Peraeeaenq GAARAGELIMLITY AUTO ONLY - EA ACCIDENT E OTrC-RTHAN I ACC S AUfO ONLY! AGC F -�ANYAUTO I EXC&SSIUMBRELLA LIABILITY I EACH OCCURRENCE _ OCCUR LJ CLAIMS MADE I AGGREGATE p ,. S OEOJCTI9LE 5 RETENTION STH WORKERS COMPENSATION AND EMPLOYERS' LIABILRY ANY PROF'RIETORIPARTNER/EXECIITNE OFFICERIMEMSER EXCLUDED? ' TORY LIMfTS i ER E.L.EACHACCIDENT to E.L. DISEASE - EA EMPLOYES S tt YyCS pnsrrihe undo' SP£GXLAL PROVISIONS below E.L. DIS[ASE -POLICY UNI f $ OTHER A PROPERTY COVERAGE CPDD65469 10/01/03: 10/01/04 real & $1,000,000 $900K XS $100K ersonal incl sir G£SCRIF i 1014 OF `}PERAT)CNS 1 LOCATIONS I VEHICLES I EXCLUSIONS ADDED 8Y ENDORSEMENT I SPEWAL PROVISIONS As proof of insurance for Indian Xiver. County IBOCC regarding their lease/purchase of equipment as shown on schedule seat to 10G dated 04/7.4/04. Certificate Holder is loss Paye® in relation to the list of itAn CERTIFICATE MOLDER CANCELLATION $Jr�+.�lliQD SHOULD ANY OFTHE ASOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DA79 YHEREOF. THE ISSUING INSURER %V" ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFIGA7& MOLDER NAMED TO THE LEFT, BUY FAILURE TO DO SO SHALL HBFS Equipment Leasing IMPOSE NO00LIGATIONORLIA81 YOFANYKINDUPONTHA RER.IT$AGENTSO 4333 Edgewood Rd, Suite 400 Cedar Rapids Iii 5.2499 hEPRE3ENTATIVE$_'_.._._..._ ACORD 25 CORPORATION 1988 APR -15-2004 THU 03:44 PM AJG PRM UNIT FAX N0. 4073550742 - p, 06 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement($). If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain policies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), DISCLAIMER The Certificate of Insurance on the reverse wide of this form does not constitute a contract between the issuing insurar(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 This Special Service Arrangement (SSA) Agreement ("Agreeint") is by and between BellSouth Telecommunications, Inc., a Georgia corporation, d/b/a BellSouth, ("Company") and INDIAN RIVER COUNTY ("Customer or Subscriber"), and is entered into pursuant to Tariff Section A5 of the General Subscriber & Private Line Services Tariff. This Agreement is based upon the following terms and conditions as well as any Attachment(s) affixed and the appropriate lawfully filed and approved tariffs which are by this reference incorporated herein. Subscriber requests and Company agrees, subject to the terms and conditions herein, to provide the service described in this Agreement at the monthly and nonrecurring rates, charges, and conditions as described in this Agreement ("Service"). The rates, charges, and conditions described in this Agreement are binding upon Company and Subscriber for the duration of this Agreement. For the purposes of the effectiveness of the terms and conditions contained herein, this Agreement shall become effective upon execution by both parties. For purposes of the determination of any service period stated herein, said service period shall commence the date upon which installation of the service is completed. 2. Company agrees to provide Subscriber notice of any additional tariffed services required for the installation of the Service.' Subscriber agrees to be responsible for all rates, charges and conditions for any additional tariffed services that are ordered by Subscriber. This Agreement is subject to and controlled by the provisions of Company's or any of its affiliated companies' lawfully filed and approved tariffs, including but not limited to Section A2 of the General Subscriber Services Tariff and No. 2 of the Federal Communications Commission Tariff and shall include all changes to said tariffs as may be made from time to time. All appropriate tariff rates and charges shall be included in the provision of this service. Except for the expressed rates, charges, terms and conditions herein, in the event any part of this Agreement conflicts with the terms and conditions of Company's or any of its affiliated companies' lawfully filed and approved tariffs, the tariff shall control. 4. This Agreement maybe subject to -the appropriate regulatory approval prior to commencement of installation. Should such regulatory approval be denied, after a proper request by Company, this Agreement shall be null, void, and of no effect. 5. If Subscriber cancels this Agreement prior to the completed installation of the Service, but after the execution of this Agreement by Subscriber and Company, Subscriber shall pay all reasonable costs incurred in the implementation of this Agreement prior to receipt of written notice of cancellation by Company. Notwithstanding the foregoing,. such reasonable costs shall not exceed all costs which would apply if the work in the implementation of this Agreement had been completed by Company. 6. The rates, charges, and conditions described in this Agreement may be based upon information supplied to Company by the Subscriber, including but not limited to forecasts of growth. If so, Subscriber agrees to be bound by the information provided to Company. Should Subscriber fail to meet its forecasted level of service requirements at any time during the term of this Agreement, Subscriber shall pay all reasonable costs associated with its failure to meet its projected service requirements. PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR`PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT.. Page 1 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 7. (a) If Subscriber cancels this Agreement at any time prior to the expiration of the service period set forth in this Agreement, Subscriber shall be responsible for all termination charges. Unless otherwise specified by the tariff, termination charges are defined as all reasonable charges due or remaining as a result of the minimum service period agreed to by the. Company and, Subscriber and set forth in this Agreement. (b) Subscriber further acknowledges that it has options for its telecommunications services from providers other than Company and that it has chosen Company to provide the services in this Agreement. Accordingly, if Subscriber assigns this Agreement to a certified reseller of Company local services and the reseller executes a written document agreeing to assume all requirements of this Agreement, Subscriber will not be billed termination charges. However, Subscriber agrees that in the event it fails to meet its obligations under this Agreement or terminates this Agreement or services purchased pursuant to this Agreement in order to obtain services from a facilities based service provider or a service provider that utilizes unbundled network elements, Subscriber will be billed, as appropriate, termination charges as specified in this Agreement. 8. This Agreement shall be construed in accordance with the laws of the State of Florida. 9. Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing,.hand delivered, or United States mail, postage prepaid, addressed to the appropriate party at the address set forth below. Either party hereto may change the name and address to whom all notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party. Company BellSouth Telecommunications, Inc. Assistant Vice President 13450 W.Sunrise Blvd, Ste 600 Sunrise, FL 33323 Subscriber INDIAN RIVER COUNTY 1840 25TH ST VERO BCH, FL 32960 10. Subscriber may not assign its rights or obligations under this Agreement without the express written consent of Company and only pursuant to the conditions contained in the appropriate tariff. 11. In the event that one or more of the provisions contained in this Agreement or incorporated within by reference shall be invalid, illegal, or unenforceable in any respect under any applicable statute, regulatory requirement or rule of law, then such provisions shall be considered inoperative to the extent of such invalidity, illegality, or unenforceability and the remainder of this Agreement shall continue in full force and effect. 12. Subscriber acknowledges that Subscriber has read and understands this Agreement and agrees to be bound by its terms and conditions. Subscriber further agrees that this Agreement, and PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT.. Page 2 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 any orders, constitute the complete and exclusive statement of the Agreement between the parties, superseding all proposals, representations, and/or prior agreements, oral or written, between the parties relating to the subject matter of the Agreement. 13. Acceptance of any order by Company is subject to Company credit and other approvals. Following order acceptance, if it is determined that: (i) the initial credit approval was based on inaccurate or incomplete information; or (ii) the customer's creditworthiness has significantly decreased, Company in its sole discretion reserves the right to cancel the order without liability or suspend the Order until accurate and appropriate credit approval requirements are established and accepted by Customer. 14. This Agreement is not binding upon Company until executed by an authorized employee, partner, or agent of Subscriber and Company. This Agreement may not be modified, amended, or superseded other than by a written instrument executed by both parties, approved by the appropriate Company organization, and incorporated into Company's mechanized system. The undersigned warrant and represent that they have the authority to bind Subscriber and Company to this Agreement. PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT.. Page 3 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 Offer Expiration: This offer shall expire on: 7/24/04. Estimated service interval following acceptance date: Negotiable weeks. Service description: This Special Service Arrangement provides a one-time charge for purchase and installation of E911 Public Safety Answering Position (PSAP) equipment and software provided by InterAct Systems, Inc. The monthly rate for maintenance is also provided. This Agreement is for sixty (60) months. The service interval will be negotiated. This Agreement shall be extended for additional one-year terms under the same terms and conditions herein unless either party provides written notice of its intent not to renew the Agreement at least sixty (60) days prior to the expiration of the initial term or each additional one-year term. Customer Initials GC - PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 4 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the dates set forth below. Accepted by: Subscriber: INDIAN RIVER COUNTY By:i?/ll� J lJ Authorized Signature Printed Name: Caroline D. Ginn Title: Chairman Date: May 4, 2004 Company: BellSouth Telecommunications, Inc. By: BellSouth Business Systems, Inc. By:�' Authorized Signature / Printed Name: �����lZ,��!�� Title: (���J IC/'/.i Date: PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 5 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 RATES AND CHARGES Rate Elements 1. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct CAD/GIS/CTI Monitor - Flatscreen, 17 Inch a) each 2. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct CAD/GIS/CTI Monitor - Flatscreen, 21 Inch a) each 3. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Vertical Software Modules - GIS Interface with CAD Software a) each 4. InterAct Training GIS (standalone) - User a) each 5. InterAct Training GIS - Supervisor a) each 6. InterAct Documentation GIS - User a) each Non -Recurring Monthly $1,106.00 $45.00 USOC W11JS $1,439.00 $59.00 WllJT $5,711.00 $37.00 W11J1 $286.00 $.00 W 11J9 $714.00 $.00 W11KA $71.00 $.00 W11KO 7. InterAct $71.00 $.00 W 11 KP Documentation GIS - Supervisor a) each 8. Nonrecurring Charge = Customer $6,350.00 $.00 W 112T Purchase (includes installation) Monthly Rate = Maintenance InterAct PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 6 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 RATES AND CHARGES Time Sync Package - GPS, 4 Port a) each 9. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct TimeTap Module a) each 10. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Time Sync Package - TimeTap Module Cable a) each 11. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Appian Quad Video Card a) each 12. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct ESRI Arcview 3.2 q) each 13. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Flatscreen Monitor 21 inch - Touchscreen a) each 14. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Basic InterAct Interceptor Controller (2 Position, 2 Trunks) $1,100.00 $100.00 $723.00 $1,785.00 $5,199.00 $29,604.00 $.00 $.00 $20.00 $70.00 $254.00 W112U W112V 1wmi WllK3 W11K4 W114A PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 7 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 RATES AND CHARGES a) each 15. Nonrecurring Charge = Customer $17,317.00 $77.00 WI 14B Purchase (includes installation) Monthly Rate = Maintenance InterAct CTI Interceptor First Position - without Monitor a) each 16. InterAct $12,468.00 $55.00 W 114C CTI Interceptor Additional Positions - without Monitor a) each 17. InterAct $2,025.00 $18.00 W l 1X8 Station Card, Primary a) each 18. InterAct $2,489.00 $24.00 W 114D Secondary Shelf for Interceptor a) each 19. Nonrecurring Charge = Customer $1,066.00 $9.00 W 114E Purchase (includes installation) Monthly Rate = Maintenance InterAct Secondary Station Card Shelf for Interceptor a) each 20. Nonrecurring Charge = Customer $2,493.00 $25.00 W 114F Purchase (includes installation) Monthly Rate = Maintenance InterAct Additional Line Card Shelf (holds 10 line cards or 911 trunk cards) a) each 21. Nonrecurring Charge = Customer $2,493.00 $25.00 W1 14G Purchase (includes installation) Monthly Rate = Maintenance InterAct Additional Station Card Shelf (holds up to 10 positions) PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 8 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 RATES AND CHARGES a) each 22. Nonrecurring Charge = Customer Purchase (includes installation) .Monthly Rate = Maintenance InterAct AC SIG/Lamp/Ring Supply a) each 23. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct AC Talk Supply a) each 24. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Caller ID Card for Interceptor a) each 25. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Additional 911 Trunk Cards a) each 26. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Cable and Block for Additona125 lines a) each 27. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct 83 Inch High Floor Cabinet a) each $923.00 $1,009.00 $628.00 $1,219.00 $152.00 $1,939.00 $10.00 $11.00 $5.00 $12.00 $1.00 $15.00 WI 14H W11H1 WI 14J WI 14K W114P WI 14R 28. InterAct $1,666.00 $.00 WI 14V PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 9 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 RATES AND CHARGES Training Interceptor - Setup Fee - Customer location (Note: If training at InterAct, Setup Fee will not apply.) a) each 29. InterAct Training Interceptor - User a) each 30. InterAct Training Interceptor - Supervisor a) each 31. InterAct Training Interceptor - MIS System - User a) each 32. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Telephone Radio Headset Interface a) each 33. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Instant Recall Recorder a) each 34. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Station Card, Primary (spare) a) each 35. Nonrecurring Charge = Customer Purchase (includes installation) Monthly Rate = Maintenance InterAct Secondary Station Card a) each $238.00 $333.00 $524.00 $486.00 $959.0.0 $1,596.00 $1,066.00 $.00 W114W $.00 W114X $.00 W114Z $4.00 W 11 X13 $11.00 W11XP $18.00 W11XU $9.00 W11HS PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 10 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of I RATES AND CHARGES 36. Nonrecurring Charge= Customer $2,208.00 $6.00 W11XW Purchase (includes installation) Monthly Rate = Maintenance InterAct 911 Trunk Card (spare) a) each 37. Nonrecurring Charge = Customer $15,145.00 $82.00 WI IX2 Purchase (includes installation) Monthly Rate = Maintenance InterAct Interceptor MIS System a) each 38. Nonrecurring Charge= Customer $452.00 $5.00 Wl 1HT Purchase (includes installation) Monthly Rate = Maintenance InterAct MIS Application - User a) each 39. Nonrecurring Charge = Customer $24.00 $.00 Wl 1X4 Purchase (includes installation) Monthly Rate = Maintenance Station Slot Cover a) each 40. Nonrecurring Charge = Customer $14.00 $.00 W 11X5 Purchase (includes installation) Monthly Rate = Maintenance InterAct Line Card Slot Cover a) each 41. Nonrecurring Charge = Customer $491.00 $5.00 W 11X6 Purchase (includes installation) Monthly Rate = Maintenance InterAct Caller ID Line Card a) each 42. InterAct $14.00 $.00 W 11 X 1 S3200 Operator Manual 43. InterAct $100.00 $.00 W1196 PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 11 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 RATES AND CHARGES Mapping using customer's existing centerline data, Per hour 44. InterAct $60.00 $.00 W1197 InterAct developed centerline data, Per Road mile 45. Nonrecurring Charge = Customer $1,080.00 $11.00 W1198 Purchase (includes installation) Monthly Rate = Maintenance InterAct Time View 400 Wall Display, Each 46. InterAct $1,452.00 $.00 W1199 Train the Trainer, Per day, 47. Contract Preparation Charge $223.00 $.00 WGGVF PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 12 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option I of 1 RATES AND CHARGES NOTES: Note 1: A termination liability charge will be applicable if the Customer terminates all or any part of the service provided in this Agreement prior to the end of the sixty (60) month service period. The applicable charge is equal to the number of months remaining in the Agreement term multiplied by sixty percent (60%) of the monthly rates. Note 2: The Customer must subscribe to rate elements within the first twelve (12) months of acceptance of the Agreement. Addition of equipment beyond the initial twelve (12) month period will require a new Special Service Arrangement. Note 3: Rates and charges herein are in addition to any applicable tariff rates and charges. Rules and regulations of the General Subscriber Services Tariff apply. Note 4: This Agreement does not cover the following: damages caused by disasters such as fire, flood, wind, or earthquake. damages caused by unauthorized disconnects or de -powering of the equipment. damages caused by power surges, under voltage, over voltage, brownouts, or ground faults caused by commercial AC power and/or Customer provided generators. damages caused by modifications to the equipment, unauthorized attachments, alterations, modification or relocation of the equipment by an unauthorized person. damage during shipment other than original shipment to the Customer. damage caused by consumables or spilled liquids, impact with other objects. - damage caused by any other abuse, misuse, mishandling, misapplication. damage caused by software viruses, however introduced. In addition, in the case of damage, loss, theft or destruction of the equipment or software due to the negligence or willful act of the Customer or other persons authorized to use the equipment or software, and not due to ordinary wear and tear, the Customer shall be required to pay the expense incurred by the Company in connection with the replacement of the equipment damaged, lost, stolen or destroyed or the expense incurred in restoring it to its original condition. Note 5: The Customer must provide proper grounding and bonding of the equipment as specified in the E9-1-1 PSAP Site Requirements (a document separate from this Agreement). Note 6: Devices not provided by the Company will not be maintained by the Company even though interconnected or integral to the system. The Customer also agrees to obtain prior written approval from the Company before additional software is added to the system and agrees to pay current time and material charges for problems attributable to non -approved software. PRIVATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 13 of 14 SPECIAL SERVICE ARRANGEMENT AGREEMENT Case Number FL04-4173-00 Option 1 of 1 Note 7: Trademarks or service marks herein are the property of the respective owners. Note 8: In the event that all or any part of this Agreement is terminated at the Customer's request prior to the expiration of the Agreement term, the Customer will be required to pay the applicable termination charge as stated in this Agreement. The Agreement provisions concerning termination liability shall be inapplicable to any state, county, or municipal governmental entity when there is in effect, as a result of action by such entity and through a duly constituted legislative, administrative, or executive body: 1. a statute; 2. an ordinance; 3. a policy directive; or 4. a constitutional provision which restricts or prohibits an additional contractual payment for early termination of a contract by any such entity, or agency thereof, due to an unavailability of funding. When service is being provided and funding to the governmental entity for such service becomes unavailable, the governmental entity may cancel the service without additional payment obligation. Absent any official statute, ordinance, policy directive, or constitutional provision, the Customer shall be responsible for the termination charge. END OF ARRANGEMENT AGREEMENT OPTION 1 PRNATE/PROPRIETARY CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT. Page 14 of 14