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2004-101A
ORIGINAL _ 1/ 0 Lessor BSFS Equipment Leasing, A Component of General Electric Capital Corporation Master Lease/Purchase Agreement Lessee Indian River County Contact Frances Sherwood K t l/t/ UTi _ . ��? e . c r f ✓ J 0q & Title Address Telephone Number Facsimile Number Master Lease/Purchase Agreement No, 1840 25th Street 772-567-8000 ext. 772-567-9999 7297850 1533 City County State Zip Code Vero Beach FL 32960 TERMS AND CONDITIONS ( The Reverse side contains Terms and Conditions which are also a part of this Agreement) 1. LEASE: Lessor shall purchase and lease to Lessee the equipment and associated percent (10%) of each such overdue amount, but not exceeding the lawful maximum, if items ("Equipment") that shall be described in any Equipment Schedule ("Schedule") any. All payments provided herein shall be payable to Lessor at its address set forth in which is executed from time to time by Lessor and Lessee and makes reference to this Section 18 hereof or such other place as Lessor directs, in writing. Agreement. This Agreement shall be incorporated into each Schedule. When computer 4. NONAPPROPRIATION: This Section is applicable only if the inclusion of such a programs and related documentation ("Software") are furnished with the Equipment, and nonappropriation provision is legally required . Lessee's obligations to pay Rent and any a non-exclusive license and/or sublicense is granted to Lessee in an agreement other amounts due for each Fiscal Period (as set forth in the applicable Schedule) is ("Supplier Agreement") with the suppliers ("Supplier") identified on the Schedule, to the contingent upon approval of the appropriation of funds by its governing body. In the extent permitted, Lessor grants Lessee a similar non-exclusive sublicense to use the event funds are not appropriated for any Fiscal Period equal to amounts due under the Software only in conjunction with the Equipment for so long as the Equipment is leased Lease, Lessee may terminate the Lease effective on the first day of such Fiscal Period, hereunder. The Equipment and Software include, but are not limited to, all additions, ("Termination Date"), if. (a) Lessee has used due diligence to exhaust all funds legally attachments and accessions thereto and replacements thereof (collectively, "System"). available; and (b) Lessor has received written notice from Lessee at least thirty (30) days Any reference to "Lease" shall mean this Agreement, the Schedule, the Consent of before the Termination Date. Upon the occurrence of such nonappropriation, Lessee Supplier, if applicable, the Acceptance Certificate, Annexes A through D, and any riders, shall not be obligated for payment of any Rent for any Fiscal Period for which funds have amendments and addenda thereto, and other documents as may from time to time be not been so appropriated, and Lessee shall deliver the System to Lessor in accordance made a part hereof. with Section 9 of the Schedule. If Lessee terminates a Lease pursuant to this Section , As conditions precedent to Lessor's obligation to purchase any Equipment, not later than unless the following would affect the validity of a Lease, for a period of three hundred the Commitment Date as set forth on the applicable Schedule, (a) Lessee and Lessor sixty (360) days from the effective date of such termination, Lessee will not purchase, shall execute this Agreement, a Schedule and other documentation contemplated herein lease, rent, seek appropriations for, or otherwise obtain a system serving the same including, but not limited to, Certificates of Resolution, Incumbency and as to Non- function as the System; and such an obligation will survive termination of this Lease. Arbitrage and Essential Use and an Opinion of Counsel in the form of Annexes A through 5. DELIVERY: All transportation, delivery and installation costs relative to a System D, respectively, attached hereto and incorporated into each Lease, and (b) there shall (unless included in the Price) are the sole responsibility of Lessee. Lessee assumes all have been no material adverse change in Lessee's financial condition. Upon Lessors risk of loss and damage ff the Supplier fails to deliver or delays in the delivery of any execution of the Schedule, Lessee assigns to Lessor its rights to receive title to the System, or if any System is unsatisfactory for any reason. Equipment and any non-exclusive sublicense to use the Software as of the date the System is delivered to the location shown on the applicable Schedule ("Installation Site") 6, NON-CANCELABLE NET LEASE: Subject only to the provisions of Section 4 herein, and delegates to Lessor its duty to pay to the Supplier the Price (as defined in Section 3 Lessee's obligations under the Lease are absolute and unconditional, and shall not be below) for the System under the Supplier Agreement, but delegates no other right, subject to any delay, reduction , setoff, defense, counterclaim or recoupment for any interest or obligation thereunder, all of which are retained by Lessee. reason including any failure of the System, or any misrepresentations of any supplier, 2. TERM : The lease term for each Schedule shall commence on the date of execution of manufacturer, installer, vendor or distributor. Lessor is not responsible for the delivery, an Acceptance Certificate pursuant to Section 3 of the Schedule ("Commencement installation, maintenance or operation of any System. Date") and, unless earlier terminated as provided for in the Lease, shall continue for the 7. WARRANTIES: Lessor and Lessee acknowledge that any third-party warranties, if number of whole months or other Payment Periods set forth in the applicable Schedule any, inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim directly ("Term"), commencing on the first day of the month following the Commencement Date against such third party and shall not pursue any such claim against Lessor. Lessee (or commencing on the Commencement Date if such date is the first day of the month). shall continue to pay Lessor all amounts payable under any Lease under any and all The Term may be earlier terminated upon: (a) the nonappropriation of funds pursuant to circumstances. Section 4 herein , (b) an Event of Loss pursuant to Section 13, or (c) an Event of Default by Lessee and Lessors election to terminate pursuant to Section 16. 8. QUIET ENJOYMENT: During the Lease Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the System provided that an Event of Default has 3. RENT AND PAYMENT: Lessee shall pay to Lessor the amounts shown in the not occurred . applicable Amortization Annex ("Rent") attached to a Schedule except as such Rent may be adjusted pursuant to this Section and Sections 2 and 8 of a Schedule, plus any 9. TAXES AND FEES: Unless Lessee first provides proof of exemption therefrom, additional amounts due under the Lease. Rent shall consist of a partial repayment of the Lessee shall promptly reimburse Lessor, upon demand , as additional Rent, or shall pay Price of the System and interest. Rent shall be paid either at the beginning or at the end directly, if so requested by Lessor, all license and registration fees, sales, use, personal of a Payment Period as indicated on a Schedule. If the Commencement Date is not the property taxes and all other taxes and charges imposed by any federal, state, or local first day of a calendar month (or other Payment Period), Lessee shall pay to Lessor on governmental or taxing authority, whether assessed against Lessee or Lessor, relating to demand interim rent prorated daily based on a 360-day year for each day from and the purchase, ownership, leasing, or use of the System or the Rent, excluding all taxes including the Commencement Date to and including the last day of such month or other computed upon the net income of Lessor. Payment Period. 10. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES Rent is based upon the Price of the System and acceptance of the System by Lessee on THAT (a) THE SIZE, DESIGN, CAPACITY OF THE SYSTEM AND THE or before the Commitment Date. "Price" shall mean the actual purchase price of the MANUFACTURER AND SUPPLIER HAVE BEEN SELECTED BY LESSEE; (b) System as set forth in the Supplier Agreement and shall exclude all other costs, including LESSOR IS NOT A MANUFACTURER, SUPPLIER, DEALER, DISTRIBUTOR OR sales or other taxes included in the Supplier Agreement as part of the purchase price. If INSTALLER OF THE SYSTEM ; (c) NO MANUFACTURER OR SUPPLIER OR ANY OF the Price is increased or decreased as a result of a job change order ("JCO"), the THEIR REPRESENTATIVES IS AN AGENT OF LESSOR OR AUTHORIZED TO WAIVE Lessee authorizes Lessor to adjust the Rent and Amortization Annex. If the OR ALTER ANY TERM OR CONDITION OF A LEASE; AND (d) EXCEPT FOR Commencement Date occurs after the Commitment Date, and Lessor waives the LESSOR'S WARRANTY OF QUIET ENJOYMENT, LESSOR HAS NOT MADE AND condition precedent that the Commencement Date occur on or before the Commitment DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, Date, Lessors then-current Lease Rate Factor for similar transactions shall apply and WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AS TO ANY MATTER the Lessee authorizes Lessor to adjust the Rent and Amortization Annex, accordingly, if WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE DESIGN, QUALITY, required by Lessor. CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR Whenever any payment of Rent or any other amount due under a Lease is not made LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, OR AS TO ANY within ten (10) days after the date when due, to the extent permitted by applicable law, PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE LEASES EACH Lessee agrees to pay on demand (as a fee to offset Lessors collection and SYSTEM "AS IS, WHERE IS". administrative expenses), the greater of twenty-five dollars ($25) per month or ten Except as otherwise provided in Section 3 of this Agreement and Sections 2, 3, and 8 of a Schedule, any modifications, amendments or waivers to a Lease shall be effective only if mutually agreed upon in a writing, duly executed by authorized representatives of the parties, BSFS Equipment Leasing, A Component of General Electric Capital Indian River County Corporati By BY ��E%29GC� t/ C�Yt✓ Aut orized Representative Authorized RkAresentailive PRINT NAM PRINT NAME _Camine p , Ginn TITLE DATE 41 2d p C% TITLE _Chairman DATE May 4 . 2004 SLGMLPA 7/12/99 Counterpart No. a of 3serially numbered , manually executed counterparts . To the extent that this Master Lease Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any jurisdiction ), no security interest in this Master Lease Agreement may be created through the transfer or possession of any counterpart hereto other than Counterpart No. 1 . a , 1 4 LESSOR SHALL HAVE NO LIABILITY TO LESSEE OR ANY THIRD PARTY FOR ANY permitted under applicable law, with the amounts set forth in subsections (b) and (c) SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF above being the agreed upon damages ("Lessor's Loss"); (d) charge Lessee interest on ANY SORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL the Lessor's Loss from the date of the Event of Default until paid at the rate of one and INJURY, LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER one-half (1 -1 /2%) percent per month, but in no event more than the maximum rate DAMAGES, WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE, AND permitted by law; (e) demand the Lessee return any System to Lessor in the manner WHETHER RESULTING FROM USE OF THE SYSTEM OR BREACH OF THE LEASE provided in Section 9 of the Schedule; and (f) take possession of any System wherever OR OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAGES FOR LESSOR'S located, with or without demand or notice, or any court order or any process by law. BREACH OF A LEASE OR FOR PERSONAL INJURY OR PROPERTY DAMAGE Upon repossession or return of a System, Lessor shall sell, lease or otherwise dispose of ONLY TO THE EXTENT CAUSED BY LESSOR'S GROSS NEGLIGENCE OR the System in a commercial) reasonable manner, with or without notice and b WILLFUL MISCONDUCT. Y Y y public or private bid, and apply the net proceeds thereof, if any, toward Lessor's Loss but only 11 . REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee represents, after deducting all expenses including , without limitation, reasonable attorneys' fees covenants and warrants to Lessor that: (a) Lessee is a public body corporate and politic, incurred in enforcement of any remedy. Lessee shall be liable for any deficiency if the duly organized and validly existing , and has the power to execute, deliver and perform net proceeds available after the permitted deductions are less than Lessor's Loss. No each Lease; (b) the person executing this Agreement and any Schedules and related right or remedy is exclusive of any other provided herein or permitted by law or equity. documents on behalf of Lessee has been given authority to bind Lessee; (c) this All rights and remedies shall be cumulative and may be enforced concurrently or Agreement and all related documents have been duly authorized and constitute valid, individually from time to time. legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) 17. ASSIGNMENT: Lessor may, without notice to or the consent of Lessee, sell, assign, there are no actions or proceedings pending or threatened against Lessee which, if grant a security interest in, or pledge its interest in all or any portion of a System and/or a adversely determined, will have a material adverse effect on the ability of Lessee to perform its obligations under a Lease; (a) Lessee qualifies as a state or a political Lease and any amounts due or to become due hereunder to any party ("Assignee"). No subdivision of a state within the meaning of Section 103 of the Internal Revenue Code of such assignment shall be effective until Lessee shall have received a notice identifying 1986, as amended ("Code"); (f) Lessee will not take any action which, or omit to take any the Assignee. UponAssignee receiving fre notice from Lessor, Lessee shall pay all Rent and other amounts due to Assiggnee e action which, would adversely affect the exemption of the interest component of Rent e from any claim or counterclaim, defense or other right payments from federal income taxation; (g) Lessee shall file Internal Revenue Form h hick Lessee may have against Lessor. Pursuant to Section 149(a) of the Code, Lessee 8038-G or Form 8038-GC, as applicable; and (h) the obligation of Lessee to pay Rent hereby appoints Lessor as "Agent" of the Lessee to maintain a record any Assignee. Lessor shall be relieved of shall constitute a current expense of Lessee and is not in contravention of any applicable its future obligations under the Lease as a a result of such limitation of indebtedness. assignment if Lessor assigns to Assignee its interest in the System and Assignee assumes Lessor's future obligations. WITHOUT LESSOR'S PRIOR WRITTEN 12, INSURANCE: At its expense, Lessee shall keep each System insured against all CONSENT, LESSEE SHALL NOT ASSIGN, SUBLEASE, TRANSFER, PLEDGE, risks of loss and damage for an amount equal to the installed replacement cost of the MORTGAGE OR OTHERWISE ENCUMBER ("TRANSFER") THE SYSTEM OR THE System, with Lessor named as a loss payee. Lessee shall also maintain comprehensive LEASE OR ANY OF ITS RIGHTS THEREIN OR PERMIT ANY LEVY, LIEN OR general liability insurance, with Lessor named as an additional insured. All insurance ENCUMBRANCE THEREON. Any attempted non-consensual Transfer by Lessee shall policies shall be with an insurer having a rating of B+ or better by A.M . Best Company, be void ab initio. No Transfer shall relieve Lessee of any of its obligations under the Inc., and be in such form, amount and deductibles as are satisfactory to Lessor. Each Lease. such policy must state by endorsement that the insurer shall give Lessor not less than 18. NOTICES: Notices, demands and other communications shall be in writing and shall thirty (30) days prior written notice of any amendment, renewal or cancellation . Lessee be sent by hand delivery, certified mail (return receipt requested), or overnight courier shall, upon request, furnish to Lessor satisfactory evidence that such insurance coverage service or facsimile transmission (effective upon transmission) with a copy sent by one of is in effect. Lessee may self insure with respect to the above coverages with Lessors the foregoing methods, to Lessee at the address or facsimile number stated above and prior written consent. to Lessor at 501 Corporate Centre Dr., Suite 600, Franklin, Tennessee, 37067 , Attention : 13. CASUALTY: If any System, in whole or in part, is lost, stolen, damaged or Manager Operations, or facsimile no. (615) 771 -6292. Notices shall be effective upon destroyed, or is taken in any condemnation or similar proceeding (an "Event of Loss"), the earlier of actual receipt or four days after the mailing date. Either party may Lessee shall promptly notify Lessor. Lessee shall, at its option (a) immediately place the substitute another address by such written notice. affected Equipment and Software in good condition and working order, (b) replace the 19. GOVERNING LAW: EACH LEASE SHALL BE GOVERNED BY THE LAWS OF affected item with like equipment or software in good condition and transfer clear title or THE STATE IN WHICH THE LESSEE IS LOCATED. 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 20. MISCELLANEOUS: (a) Any failure of Lessor to require strict performance by Lessee ("SLV") (as hereinafter defined) for such affected Equipment or Software plus any other or any waiver by Lessor of any provision of the Lease shall not be construed as a unpaid amounts then due under the Lease. If an Event of Loss occurs as to part of a consent to or waiver of any other breach of the same or of any other provision. (b) If System for which the SLV is paid, a prorate amount of Rent shall abate from the date the there is more than one Lessee, the obligations of each Lessee are joint and several. (c) SLV payment is received by Lessor. The SLV shall be an amount equal to sum of (a) all Lessee agrees to execute and deliver, upon demand, any documents necessary, in future Rent payments from the last Rent Payment Date to the end of the Term with each Lessors reasonable discretion, to evidence the intent of the Lease, and/or to protect such payment discounted to present value at a simple interest rate equal to the Lessors interest in the System. Lessee agrees to pay the costs of filing and recording applicable Lease Rate or if such rate is not permitted by law, then at the lowest permitted such documentation. (d) Lessee shall deliver to Lessor such additional financial rate; plus (b) as liquidated damages, and not as a penalty, to the extent permitted by law, information as Lessor may reasonably request. (e) If any provision shall be held to be one percent (1 %) of the Price of the System, as such Price may have been amended invalid or unenforceable, the validity and enforceability of the remaining provisions shall from time to time. not in any way be affected or impaired. (f) In the event Lessee fails to pay or perform any obligations under the Lease, Lessor may, at its option, pay or perform such 14 INDEMNITY: To the maximum extent permitted by applicable law, Lessee shall obligation, and any payment made or expense incurred by Lessor in connection indemnify Lessor against, and hold Lessor harmless from, and covenants to defend therewith shall be due and payable by Lessee upon demand by Lessor with interest Lessor against, any and all losses, claims , liens, encumbrances, suits, damages, and thereon accruing at the maximum rate permitted by law until paid. (g) Time is of the liabilities (and all costs and expenses including, without limitation, reasonable attorneys' essence in each Lease and in each of the Lease provisions. (h) Lessee shall pay Lessor fees) related to the Lease including, without limitation, the selection, purchase, delivery, on demand all costs and expenses, including reasonable attorneys' and collection fees ownership, condition, use, operation of the System , or violation of the Software incurred by Lessor in enforcing the terms and conditions of a Lease or in protecting sublicense, or arising by operation of law (excluding the gross negligence or willful Lessors rights and interests in the Lease or the System. (f) No lease charge, late misconduct of Lessor). Lessee shall assume full responsibility for, or at Lessors sole charge, fee or interest, as applicable, is intended to exceed the maximum amount option, reimburse Lessor for the defense thereof. This Section shall survive the permitted to be charged or collected by applicable law. If one or more of such charges termination of the Lease but not longer than the applicable statute of limitations. exceed such maximum, then such charges will be reduced to the legally permitted The Lease is entered into based upon the assumption that the interest portion of the maximum charge and any excess charge will be used to reduce the Price of the System Rent will not be includable in Lessors gross income for federal income tax purposes. a or refunded. Q) The Lease may be executed by one or more of the parties on any Lessee causes Lessors after-tax economic yield to be adversely affected, to the extent number separate counterparts (which may be originals or copies sent by facsimile permitted by law, Lessee shall pay Lessor, on demand, an amount which will cause transmission) each of which counterparts shalt be original. ( Each Lease Lessor to have the same economic return had such a loss not occurred. The term constitutes the entire agreement between Lessor and Lessee ee with respect to the subject "Lessor" shall include any affiliated group for filing consolidated returns. matter thereof and supersedes all previous writings, and understandings any nature whatsoever. No agent, employee, or representative of Lessor has any authority to bind 15. DEFAULT: Any of the following shall constitute an Event of Default: (a) failure by Lessor to any representation or warranty concerning the System and , unless such Lessee to pay any Rent or other amounts payable under a Lease for a period of ten ( 10) representation or warranty is specifically included in the Lease, it shall not be days or more after Lessee's receipt of written notice thereof; (b) failure by Lessee to enforceable by Lessee against Lessor. 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 (20) days after 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 7112199 Lessor BSFS Equipment Leasing, A Component of General Electric Florida Agreement Addendum Capital Corporation Lessee Indian River County Agreement No./Schedule 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. NONAPPROPRIATION : 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 law (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 Indian River County Corporation BY — BY Authorized Representative Authorized Reonrtathre PRINT NAME 1 PRINT NAME Caroline D . Ginn TITLEJ44- DATE W2�,e) C) 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 405541st Ave. Sherifrs 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 7297850401 $3939169.00 Date of Schedule Term (months) From: 0.013707 (See Amortization 4/20/2004 84 Annex attached To: Lease Rate hereto) Commitment Date Payment Period 9/24/2004 ® Monthly Q Other 4.08000000 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 Lessors ( 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 Term , conditions required by this Lease. at its sole cost and expense, Lessee shall maintain the System in good repair, 2. PURCHASE PRICE PAYMENTS: Lessee acknowledges that it has condition and working order, ordinary wear and tear excepted . Lessee shall use the System and all parts thereof for its designated purpose and in signed and received a copy of the Supplier Agreement. If Lessee is required compliance with all applicable laws as well 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 Lessors 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 Lessors 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 Lessors 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 Lessors 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 . Lessor may 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 AutftWzed RepresentativeAutho Representative PRINT NAME �11 � �/ L`-�� �' PRINT NAME John King TITLE � hL�,= - DATE: 1-1 ,?& 70L/ TITLE Emergency Services DATE SLGSCHED 7/14/99 Documentl Errorl Reference source not found. Counterpart NO3 of 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 created through the transfer or possession of any counterpart hereto other than Counterpart No. 1 . 6. SECURITY INTEREST; TITLE: Unless otherwise required by the law, immediately return the System to Lessor as required herein , Lessee shall pay upon the Commencement Date , legal title to the Equipment shall vest in to Lessor, upon demand , an amount equal to the then current Rent prorated Lessee subject to Lessor's rights hereunder; provided that title shall thereafter on a daily basis for each day from and including the termination or expiration immediately and without any action by Lessee revest in Lessor, and Lessee date of the Lease through and including the day Lessee ships the System to shall immediately surrender possession of the System to Lessor, upon the Lessor in accordance with this Section . Lessee shall pay to Lessor, upon occurrence of an Event of Default. Lessee shall execute any such written demand , any amount necessary to place the System in good repair, instruments as Lessor may request to evidence such transfer. To secure condition and working order, ordinary wear and tear excepted . Lessee's obligations under this Lease, Lessee hereby grants to Lessor a first 10. PURCHASE OPTION : Provided that there is no Event of Default, or an priority security interest in Lessee's existing and future right, title and interest event which with notice or lapse of time, or both , could become an Event of in the Lease and the System , which includes all additions , attachments, Default, then existing and continuing , upon payment by Lessee of $ 1 .00 at the accessions , and leased Modifications and Additions (as defined in Section 7 end of the Term hereof. Lessor shall transfer, assign , and convey its interest below) thereto and replacements therefor as well as all proceeds of the in all of the Equipment to Lessee , and Lessor shall assign any nonexclusive foregoing including, without limitation , insurance proceeds, rents and all sums sublicense to Lessee to use all of the Software . Lessee also shall be due or to become due to Lessee with respect any of the foregoing , and all responsible for the payment of all sales taxes, transfer fees and other similar monies received in respect thereof and the Supplier ier Agreement. charges, if any, which may arise in connection with Lessee's payment of the 7. MODIFICATIONS ; ADDITIONS ; ALTERATIONS : After the purchase price . Commencement Date of this Lease and without notice to Lessor, Lessee may, Upon satisfaction by Lessee of such purchase conditions, Lessor's sole and at Lessee's expense, alter or modify any item of Equipment with an upgrade, exclusive obligation after payment of the purchase price shall be to deliver to accessory or any other equipment which meets the specifications of the Lessee any and all right, title and interest it may have in and to such manufacturer of the System for use on or in connection with the System Equipment, such as Lessor shall have received from the Supplier, warranted ("Modification") or with Software or other associated items or materials which only to be free and clear of all liens, encumbrances , rights, title and interests meet the specifications of the manufacturer of the System and are to be used of others arising solely out of Lessor's actions , to release Lessor's security on or in connection with the System ("Addition"). Any other modification or interests in the Equipment and to assign to Lessee a non-exclusive Software addition ("Alteration") shall be permitted only upon written notice to Lessor sublicense as described in the Supplier Agreement. Lessor's assignment of and at Lessee's expense and risk, and any such Alteration shall be removed the sublicense is limited to such sublicense as Lessor can assign without and the Equipment restored to its normal , unaltered condition at Lessee's incurring further cost and is subject to all applicable terms and conditions of expense prior to its return to Lessor. If not removed upon return of the the license and/or sublicense set forth in the Supplier Agreement. Lessee System , any Modification or Addition shall become, without charge, the purchases the Equipment and receives the sublicense to use the Software property of Lessor free and clear of all encumbrances. Restoration will AS-IS, WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME include replacement of any parts removed in connection with the installation of DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN THE an Alteration , Modification or Addition . Any Equipment or Software installed in LEASE, connection with warranty or maintenance service or manufacturer's upgrades provided at no charge to Lessee shall be subject to this Lease . 8. 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, Supplier shall pass title to such CSO Equipment (other than any Software which shall be licensed and/or sublicensed ) directly 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 Fater of i0the 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 7/14199 CADocuments and Settings\shadir\Desktop\Indian River 002 County SLG $bo .doc 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\Indian 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 53200 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 : ` ? ln g Ency Se ces Director Form 8038 = G Information Return for Tax-Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720 (Rev. November 2000) ► See separate Instructions. Impartment of the Treasury Internal Revenue Service Caution: If the issue price is under $ 100,000, use Form 8038-GC. EM 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 1840 25th Street 5 City, town, or post office, state, and ZIP code 6 Date of issue Vero Beach, FI 4/01 /2004 7 Name of issue 8 CUSIP number A/C 7297850-001 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative Ms. Francis Sherwood I ( 772 ) 567-8000 Type of Issue (check applicable box(es) and enter the issue rice) See instructions and attach schedule 11 ❑ Education 11 12 ❑ Health and hospital 12 13 ❑ Transportation 13 14 © Public safety , 14 393,169.00 15 ❑ Environment (including sewage bonds) , 15 16 ❑ Housing 16 17 ❑ Utilities 17 18 ❑ Other. Describe ► 18 19 If obligations are TANS or RANs , check box ► ❑ If obligations are BANS, check box ► ❑ 20 If obligations are in the form of a lease or installment sale, check box ► 0 JR. IM 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 (d) Weighted (e) Yield price at maturity average maturity 21 n/a $ 393, 169.00 $ n/a 7 years % • Uses of Proceeds of Bond Issue (including underwriters' discount 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 n/a 23 Issue price of entire issue (enter amount from line 21 , column (b)) . . , . . . . 23 n/a 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 n/a 25 Proceeds used for credit enhancement , . . . . . . . , . 25 n/a 26 Proceeds allocated to reasonably required reserve or replacement fund 26 n/a 27 Proceeds used to currently refund prior issues 27 n/a 28 Proceeds used to advance refund prior issues 28 n/aVER 29 Total (add lines 24 through 28) , 29 n/a 30 Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here , 30 n/a 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 . ► 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 • 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 designated the issue under section 265 (b)(3) (13)(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 repre tative Date Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 637735 Form 8038- G (Rev. 11 -2000) 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 :Wttomey\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 Ave Vice Chairman Arthur R . Neuberger A Commissioner Kenneth R . Macht Ave Commissioner Thomas B . Lowther Aga. Commissioner Fran B . Adams Aye The Chairman thereupon declared the resolution duly passed and adopted this 4±b day of May , 2004 . INDIAN RIVER COUNTY Board of County Commissioners Attest : J . K . Barton Clerk •- . ffi By Z B A� Caroline D . Ginn , C firman NA LA7puty Clerk Approved for for and g I BCC approval date May 4 s 2004 spf ci y: i X liam K . eBraal Assistant County Attorney 2 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. do hereby certify that I am the duly elected or appointed , qualified , and acting Secretary/Clerk Mto Board of County Commissionersa body corporate and politic and a political subdivision duly organized and existing under the laws of the State of Florida ("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 Title of Officer Signature of Officer Caroline D . Ginn Chairman // John King Emergency Services Director l0^ ` A� IN WITNESS WHEREOF , I have hereunto set my hand and affixed the seal of the Lessee this 44 day of MCA 1h , 2004 . 41 [ SEAL ] � � Glerk to the Bo d of County Commissioners i w2 % Qj fA L nS S Print Name Lessor BSFS Equipment Leasing - A Component of Certificate as to Non Arbitrage General Electric Capital Corporation Annex C Lessee Indian River County Agreement No./Schedule No, 7297850-001 I , 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 May 2004 By (signature) Officer of Leffsee Print Name Caroline D . Ginn Print Title _('.hal rman BOARD OF COUNTY COMMISSIONERS OFFICE OF CO UNTY A TTORNE Y William G. Collins II, County Attorney Marian E . Fell, Assistant County Attorney William K . DeBraal, Assistant County Attorney �Ic # �lORIO�' 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 25,h Street, Vero Beach, Florida 32960 • (772) 567- 8000, Ext. 1424 • Fax (772) 569- 4317 ircattorne)e 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 trul your William K . DeBraal Assistant County Attorney nhm FAAftorney\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 3935169.00 1 3939169.00 11337. 73 49051 .44 51389 . 17 389, 117 .56 2 3899117. 56 19323 . 94 4,065.23 59389 . 17 385 ,052 .33 3 385 ,052.33 1 ,310. 11 41079.06 53389. 17 380,973 .27 4 380,973 .27 1 ,296.23 41092.94 51389. 17 376, 880.34 5 3769880. 34 19282 . 30 45106. 86 59389 . 17 372,773 .47 6 372,773 .47 11268. 33 49120. 84 5 ,389 . 17 368,652 .64 7 3685652.64 1 ,254.31 41134. 86 5 ,389. 17 364,517 .78 8 364,517.78 1 ,240. 24 49148 .93 51389. 17 360,368 . 85 9 360,368 . 85 1 ,226. 13 4, 163 .04 55389 . 17 356,205 . 81 10 3569205 . 81 1 ,211 .96 4, 177.21 59389 . 17 352,028 .60 11 3529028 .60 1 , 197.75 4, 191 .42 55389 . 17 347, 837. 19 12 347,837. 19 19183 .49 49205 .68 51389. 17 3435631 . 51 13 343 ,631 . 51 1 , 169. 18 49219.99 59389 . 17 339,411 . 52 14 339,411 . 52 19154. 82 49234.35 51389 . 17 335 , 177 . 17 15 335 , 177. 17 19140.41 41248.75 5 ,389. 17 330,928 .41 16 3309928 .41 19125 . 96 4,263 .21 5 ,389. 17 326,665 .20 17 326,665 .20 19111 .45 4,277.72 59389 . 17 322,387 .49 18 3229387.49 17096.90 49292.27 5,389 . 17 3189095 .22 19 318,095 .22 15082. 29 41306. 87 5 ,389. 17 313 ,788 .34 20 313 ,788.34 1 ,067. 64 4,321 . 53 59389 . 17 309,466. 81 21 309,466. 81 11052.94 49336.23 51389 . 17 305 , 130.58 22 3059130.58 1 ,038 . 18 41350.99 5 ,389 . 17 300,779 . 60 23 300,779. 60 1 ,023 . 38 41365 .79 59389. 17 296,413 . 81 24 296,413 . 81 1 ,008 . 52 49380.64 5 ,389 . 17 2929033 . 16 25 2929033 . 16 993 .62 4,395 . 55 5 , 389 . 17 287,637 .61 26 287,637. 61 978 . 66 4,410. 50 5,389 . 17 2839227 . 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 59389 . 17 2745361 . 03 29 274,361 .03 933 .49 49455 .68 59389 . 17 269,905 .36 30 269,905.36 918 . 33 4,470. 84 53389. 17 2655434. 52 31 2659434. 52 903 . 12 4,486. 05 5 ,389. 17 260,948 .47 32 2603948.47 887. 86 4,501 . 31 59389 . 17 256,447 . 16 33 256,447. 16 872. 54 41516.63 5 ,389 . 17 251 ,930 . 53 34 251 ,930. 53 857. 17 4,531 .99 55389 . 17 2479398 . 54 35 2479398. 54 841 . 75 4, 547.41 5 ,389. 17 242,851 . 12 36 2429851 . 12 826.28 49562 . 89 5 , 389 . 17 238 ,288 .24 37 238 ,288.24 810. 76 41578.41 5 ,389 . 17 233 ,709 . 83 38 233 ,709. 83 795 . 18 4, 593 .99 51389 . 17 229, 115 . 84 39 229 , 115. 84 779. 55 45609. 62 51389. 17 224, 506 .22 40 224,506.22 763 . 86 49625 . 30 5 , 389 . 17 219,880.91 41 219, 880.91 748. 13 4,641 .04 51389. 17 215 ,239 . 87 42 215 ,239. 87 732.34 49656. 83 5 , 389 . 17 210,583 .04 CUSTOMER Indian River County AMOUNT $3939169 .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 49672 .68 59389 . 17 2059910.37 44 205 ,910.37 700. 59 49688. 57 51389 . 17 201 ,221 . 79 45 201 ,221 .79 684.64 4,704.53 5 ,389. 17 1965517.26 46 196,517.26 668 . 63 49720. 53 59389 . 17 191 ,796.73 47 191 ,796.73 652. 57 49736. 59 5,389 . 17 187,060. 14 48 1879060. 14 636.46 41752.71 5 ,389. 17 182,307 .43 49 182,307.43 620.29 41768 . 88 52389. 17 1779538 . 54 50 177,538.54 604. 06 49785 . 11 59389 . 17 172,753 .44 51 172,753 .44 587. 78 49801 .39 51389 . 17 167,952 .05 52 167,952 .05 571 .44 4,817.72 51389. 17 163 , 134.32 53 163 , 134.32 555 .05 47834. 12 59389. 17 158 ,300.21 54 158,300.21 538 . 60 49850. 56 51389 . 17 1539449. 64 55 1539449.64 522. 10 49867.07 59389 . 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 49900.24 51389. 17 138 ,798 .71 58 138 ,798 . 71 472 . 25 49916.92 59389. 17 133 ,881 .79 59 1339881 .79 455 . 52 41933 .65 53389 . 17 128,948 . 14 60 1289948. 14 438. 74 4,950.43 5 ,389. 17 123 ,997 . 71 61 1239997.71 421 . 89 41967.28 5 ,389. 17 119,030.44 62 1199030.44 404. 99 4,984. 18 5 ,389. 17 114,046.26 63 114,046.26 388 . 03 59001 . 13 55389. 17 109,045 . 13 64 1092045 . 13 371 . 02 51018. 15 55389 . 17 104,026 . 97 65 1049026.97 353 .94 51035 .22 51389. 17 989991 . 75 66 98 ,991 .75 336. 81 59052. 36 5 ,389. 17 939939.39 67 935939.39 319. 62 59069. 55 59389. 17 88,869. 85 68 88,869. 85 302. 37 51086. 80 59389 . 17 83 ,783 .05 69 83 ,783 . 05 285 .06 5 , 104. 10 59389. 17 789678 .95 70 789678 .95 267.70 51121 .47 5 ,389. 17 73 ,557.48 71 739557.48 250. 27 59138 . 89 5 ,389 . 17 68,418 .59 72 68 ,418 . 59 232 . 79 59156.38 59389 . 17 63 ,262 .21 73 639262.21 215 .24 59173 .92 5 ,389 . 17 58 ,088 .29 74 58 ,088 .29 197.64 51191 .53 5 ,389. 17 52 , 896.76 75 52 , 896.76 179. 98 5 ,209. 19 5 ,389. 17 47,687 .57 76 479687. 57 162 . 25 5 ,226.91 59389 . 17 42,460. 65 77 42,460. 65 144.47 5 ,244.70 5 ,389 . 17 37,215 .96 78 379215.96 126. 62 59262.54 59389. 17 31 ,953 .41 79 31 ,953.41 108 . 72 59280.45 5 ,389. 17 26,672 . 96 80 26,672.96 90. 75 5 ,298 .41 55389 . 17 21 ,374. 55 81 21 ,374.55 72. 73 55316 .44 59389 . 17 16,058 . 11 82 16,058. 11 54.64 55334.53 5,389 . 17 103723 . 57 83 10,723 . 57 36.49 5 ,352.68 5,389. 17 5 ,370. 89 84 55370. 89 18 . 27 5 ,370. 89 55389 . 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' ) , BSFS Equipment Leasing, Indian River County A Com f General Electr5c Capital Corporation BY BY z;;; AuthwlWWepresentatfye Authorized presA PRINT NAME 1 i e&/t/ j?Z&bePRINT NAME Caroline D . Ginn TITLE ' 9C DATE 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 County 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 checking 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? Billing Address : ❑ Yes ❑ No Billing Contact Name : Phone Number: Information on documentation correct? System Installation Address : ❑ Yes ❑ No City : State : Zip : County : If applicable , enclose a copy of Lessee ' s Purchase Order. Purchase Order Number: Start Date : - Expiration Date : Please indicate your sales tax status below . The system is exempt from sales tax. IZI ❑ No Yes If the above answer is no , please sign below and return with the lease documents . CADocuments and Settings\shadir\Desktop\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 Johng Emer &ecy Service Director CADocuments and Settings\shadir\Desktop\Indian River SLG $bo .doc SLG 11 /1 /99 s FLORIDA SALES TAX EXEMPTION CERTIFICATE This is to certify that all purchases made by INDIAN RIVER COUNTY are for the exclusive use of a Florida County Government . 38 MEMOIR Consumer' s Certificate of Exemption DR'1 R. 1019 oEPAUMEW Issued Pursuant to Chapter 212, Florida Statutes OF REVENUE - . aa:ssm.r��_: : 41 - .05 - 012529 - 53C 06 / 03 / 00 06 / 03 / 0�5 Im we ' Cerlfficate Number Effecuve Date p ma Ion Date This certifies thatOFarm SO BOARD OF COUNTY COMMISSIONERS INDIAN RIVER COUNTYxt me —Y';;- • :�_;: ' 1840 25TH ST rIm VERO BEACH FL 32960 - 3384Im , mw �3' ��y • •lry, ':- .` .. •�� _ ' ' J � T• fah Ott Is exempt from the payment of Florida sales and use tax on real property rented , transient rer�falf o a - . reHid tangible personal property purchased or rented , or services purchased. P p �ID ��0�VII2:7'jrT1.7 ' U 5i - Beach; ' FL '-` 9b0 ' •tea .� �:• 7 j f •tIC BSFS Equipment Leasing - A Componentof 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 Amount All Risk Property Insurance Replacement Cost of System General Liability Bodily Injury $ 1 Million per Occurrence Property Damage $ 1 Million per Occurrence OR Combined single limit $2 Million per Occurrence (for bodily injury and property damage ) Lessor is to be named as Additional Insured and Loss Payee as its interests appear. Lessor shall be given thirty (30 ) days written notice of cancellation or any material change in coverage . Please forward this information to your company' s carrier as soon as possible . Insurance certificates are to be sent to the address reflected below within thirty (30 ) days of document execution . BSFS Equipment Leasing - A Component of General Electric Capital Corporation 4333 Edgewood Road , Suite 400 Cedar Rapids , IA 52499 Thank you for your prompt attention to this matter. Sincerely , BSFS Equipment Leasing - A Component of General Electric Capital Corporation fs'Ft; -- Ib- 20A 'I hU 0314 P19 AJC PRM UN ] i FAX N0. 40 "13550742 P , 05 ACORD. CERTIFICATE OF LIABILITY INSURANCE OP ID It DATE (UWDDKYYY) TNDIA2dA D4 15 0@ PRODUCER THIS CERTIFICATE IS ISSUED A$ A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE A . J . Gallagher & Co - Orlaudo HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 7380 Sand Lake) Rd , Suite 390 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Orlando FL 32819 Paosie : 407 = 370 - 2320 Faxr407 - 370 - 3057 INSURERS AFFORDING COVERAGE NAIC11 INSURED NSURFRP.; Oei[ed riauoaa^ 'Yoxuraaw Ca . •..r . ` Indian River BOCC iINSURER La: Beth Jordan Risk Manager INSURER CI _ 1.840 25th 0 a INSURER D, Vero Beach FL 32960 — INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW hAVE BEEN IGSUMD TO THE INSURED NAMED ABOVE FOR THE POLI.1' PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM DR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY GE ISSUED OR MAY PERTA,N, THE INSURANCE AFFORDED BY THE POLIC ES OEECP.IBED HEREIN IS SUEdECT TC ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . AGOREOATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. RRKVDT� —��iOLttP FF �TI TICC�ESC ) t4 IRLTR NSRC TYPE OF INSURANCE POLICY NUM6Ek 1 DATE MMIA K DATk fMMVDOKYLIMNS a LI GENERAL LLgBILITY � EAC N OCCURRENCE 5 K COMMEFaALGENERALL"iLrY 080065469 10 / 01 / 03 I 10 / 01 / 04 l CLAUS MADE IXC OCCUR M1113 2KP tmy one Pmon) I S 9000000 X0 $ 100 , 000 I PERSONAL & ACV INJURY SSir GENERAL AGGREGATE $ 1000000 OEM, " AGGREI3ATELIMIT APPLIES PER; I PRODUCTS - GOMP/OPAGG 5 1nG111diYLCJ POLICY 7JEG LOC i AUTOMOBILE LIABILITY I COMBINED SINGLE LIMIT a ANY AUTO 'PHIS INSUIRANW �, tea accident) ALI, OWNED AUTOS ( TITS FILORIDA humusluffn LAS _ PERSONS INSURED � BODILY INJURY SCHEDULEOAt1TOS F1F►F.I,IB (Peroeroen) S I ~ HIREDAUTOS CARRIEM DO NQT HAVOTFT PRO ICUN NON-CWNEDAUTO5 Of THE FLORIDA INS ANt t(aDiLY tctdertlRY b r I ACT TO THE EXTENT AMT MKT op I - • • -• — _ . RECOVERY FOR THE O GATIO" OF PROPERTY DAMAGE b I � {PeraeC.oent) � GARAGE LIMUTY AUTO ONLY • EA ACCIDENT S ANY AUTO OTTER THAN EA ACC 5 AUrD ONLY! AGG 5 EXC&SSIUMBRELLA LIABILITY I EACH OC URRENCE E OCCUR G CLAIMS MADE I AGGREGATE .� DEDJCTIfILE I �_... g . RETENTION S 6 WORKERLS COMPENSATION AND STATU, Ir3T EMPLOYERS' LIABILITY TORY [VrTSJ_ I E ANY PRCIPRIETORIPARTNER/EXEGUTNE E.L. EACH ACCIDENT I S OFFICEFUMEMBER EXCLUDEDY III E.L. D15EASE • EA EMPLOYEE s KyC� tlexvl6E• tpltlL+f SPEGIIAL PROVISIONS gnaw E,L, DISEASE • POLICY LIMI r S OTHER A PROPERTY COVERAGE CPDD654691p / 01 / 03 10 / 01 / 04 real & $ 1 , 080 , 000 $ 900K XS BOOKpersonal incl sir DESCRIPTION DF OPERAT)ONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENOOR6EMENT I SPECIAL PRDVM5 S Ae proof of insurance for Indian giver . County SOCC regarding their lease / purchaze of equipment &S shown asp schedule Gent to ATUG dated 04 / 14 / 04 . Certificate Holder is loss payee in relation to the list of items . CERTIFICATE HOLDER CANCELLATION BSFSBQU SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE YHEREOF, THE ISSUING INSURER WL: , ENDEAVOR TO MAIL DAYS WRI'TTr; N NOTICO TO THE CEIRTIFIDATIE HOLDER NAMED TO THE Lin, BUT FAILURE TO DO 80 SMALL REFS Equipment Leaning IMPOSE NO ORLION OR LIAW Y O ICATF ANY KIND UPON YHA INSURER. ITS AGENTS 0 4333 Edgewood Rd , Suite 400 , Cedar Rapids 21. 52499 ROPRESEPn'ATIVL:S, FAU1,10RIZEDROPMENTATIVEhard M . Terlecki , CPCi7 , ARM ACORD 26 (2009/D8) ACORD CORPORATION 998E 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(ies) must be endorsed . A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s) . If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy, 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 side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it airtrmatively or negatively amend , extend or alter the coverage afforded by the policies listed thereon . ACORD 25 (2001108)