12/13/2000 Agreement
DUPLICATE
MASTER LEASE-PURCHASE AGREEMENT
Dated as of December 22, 2000
This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may
from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between Banc One
Leasing Corporation ("Lessor") and the lessee identified below ("Lessee").
LESSEE: Monroe County
1, LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and
Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor,
2. CERTAIN DEFINITIONS, All terms defined in the Lease are equally applicable to both the singular and plural form of such
terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda,
riders. attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or
supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by
reference all of the terms and conditions of the Master Lease. (b) "Lease" means each Schedule and this Master Lease as
incorporated into said Schedule, (c) "Equipment" means the property described in each Schedule, together with all
attachments, additions, accessions, parts, repairs. improvements, replacements and substitutions thereto, (d) "Lien" means any
security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial
process or claim of any nature whatsoever by or of any person.
3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the first
date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier terminated as expressly
provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease,
4. RENT PAYMENTS.
4,1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in
the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents
the payment of interest as set forth in the Payment Schedule. Rent Payments will be payable for the Lease Term in U,S.
dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to time in
writing).
4,2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor
on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by
law,
4,3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION TO
THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE
ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENSE,
COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
5, DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
5,1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in
the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto
unless Lessor otherwise agrees to pay such costs as stated in the Schedule.
5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its
acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a
Schedule and if all Funding Conditions have been satisfied in full, then Lessor will payor cause to b~ P.~ldItiW1mt~emmw
Equipment as stated in the Schedule ("Purchase Price") to the applicable Supplier, ., .~..}.. 'lllJ 'Y.l3
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5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor
("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the
Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse
change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings
thereunder (collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition of Lessee or
any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor's Liens);
(f) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the
following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance
coverage required by the Lease, (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the Equipment; (4)
Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessee's governing body authorizing the
Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the
tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may
request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by
Lessor,
6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
6,1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to
make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term
commences; and that it intends to make Rent Payments for the full Lease Term as scheduled on the applicable Payment
Schedule so long as funds are appropriated in each fiscal year by its governing body. Lessee reasonably believes that moneys
in an amount sufficient to make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent
Payments shall be payable out of the general funds of Lessee or out of other funds legally available therefor. Lessor agrees
that the Leases will not be general obligations of Lessee and that the Leases shall not constitute pledges of either the full faith
and credit of Lessee or the taxing power of Lessee.
6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other
payments due under a Lease and if other funds are not available for such payments, then a "Non-Appropriation Event" shall be
deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such
Non-Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the Return Date,
Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee's sole
expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty
or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease
for which funds shall have been appropriated or are otherwise available, provided further, that Lessee shall pay month-to-
month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to fails to return the
Equipment under this Section 6,2. "Return Date" means the last day of the fiscal year for which appropriations were made for
the Rent Payments due under a Lease,
6.3 If a Non-Appropriation Event occurs, then, during the twelve month period following the Return Date, Lessee
agrees not to acquire (by purchase, lease or otherwise) replacement equipment which is functionally similar to the Equipment
covered by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment. Notwithstanding
the foregoing of this Section 6.3, the restrictions of this section 6.3 shall automatically and without further action of the parties
be ineffective and be deleted: (a) from any terminated Lease if the net proceeds of the sale of the returned Equipment is
sufficient to pay the Termination Value of the Equipment as of the Return Date; or (b) from any Lease if the application of the
restrictions in this section 6.3 would not be permitted by then applicable law or would cause such Lease to be invalid or
unenforceable in any material respect.
7, LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,
AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE VALUE, DESIGN,
CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT, For and during the Lease Term, Lessor
hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied, applicable to any Equipment
and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's sole
expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee's specifications
from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the
delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer's or Supplier's
product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor,
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and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of
said parties shall not be binding upon Lessor.
8, TITLE; SECURITY INTEREST.
8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall vest in Lessee, subject
to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6, 20
and 21 hereof.
8,2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest
in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to
execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without
limitation, uniform commercial code (UCC) financing statements and any amendments thereto.
8,3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and
payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or
indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future
Leases.
9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or
attached to real estate or any building thereon.
10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in
good condition and working order and supply and install all replacement parts or other devices when required to so maintain
the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the
Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the
purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws and
regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will
furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for
any Equipment will be provided by Lessor, Lessee will not make any alterations, additions or improvements ("Improvements")
to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to
the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the
applicable Lease shall automatically become part of the Equipment.
11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will
not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon
reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the
Equipment.
12. LIENS, SUBLEASES AND TAXES.
12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee
shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its
ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other
payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation,
to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor.
"Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the
net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use,
excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on
any of the foregoing.
13. RISK OF LOSS.
13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any
reason whatsoever ("Casualty Loss"), No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any
Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to
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Lessee's obligations under this Section 13.
13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee
shall, unless otherwise directed by Lessor, immediately repair the same.
13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"),
then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and
working order free and clear of any Liens (except Lessor's Liens) and deliver to Lessor a bill of sale covering the replacement
equipment, in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or (b) on
the next scheduled Rent Payment date, pay Lessor (I) all amounts owed by Lessee under the applicable Lease, including the
Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in the Payment
Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a
Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by
Lessee with respect to the Lost Equipment.
13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities,
proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising under or related to any
Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of
Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any
claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from
events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable
Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
14. INSURANCE.
14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks of loss or damage
from every cause whatsoever for an amount not less than the Termination Value of the Equipment. Proceeds of any such
insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense
shall at all times carry public liability and property damage insurance in amounts reasonably satisfactory to Lessor protecting
Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any
Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to
the extent of its liability, and then to Lessee,
14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory
evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the
insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests
remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by
Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor.
15, PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of
Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease
on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the
Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by
Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
Equipment "AS-IS, WHERE-IS", without representation or warranty by Lessor, express or implied, except for a representation
that such Equipment is free and clear of any Liens created by Lessor,
16. lESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations
under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing
body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
Lessee, enforceable in accordance with its terms;
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(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all
applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and
property acquisition laws) and all applicable judgments and court orders;
(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or
violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which
Lessee's properties may be bound or affected;
(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a
material adverse effect on Lessee's ability to perform its obligations under the Lease; and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's
obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.
17, TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the Code, as the same
may be amended from time to time, and such compliance shall include, but not be limited to, keeping a complete and accurate
record of any assignments of any Lease and executing and filing Internal Revenue Form 8038G or 8038GC, as the case may
be, and any other information statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to
be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the
meaning of Section 141(a) of the Code; and
(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest
portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the
Code.
18. ASSIGNMENT.
18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any
Lease or any Equipment or any interest in any Lease or Equipment.
18,2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign
a security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder
(an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT
AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER
SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any
such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An
assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against
Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such
Assignee; provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor assigns a
Lease to BANK ONE CORPORATION (or its successors or assigns) or any of its direct or indirect subsidiaries. Lessee shall
keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code.
Lessee agrees to acknowledge in writing any such assignments if so requested.
18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8,3 hereof is
hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of
Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind
in, any Non-Assigned Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases.
"Assigned Leases" means only those Leases which have been assigned to an Assignee pursuant to a written agreement; and
"Non-Assigned Leases" means all Leases excluding the Assigned Leases.
18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
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19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of anyone or more of the following
events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due
in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b)
Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18,1 hereof; (c) Lessee fails to perform or
observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not
cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made
by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to
have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents
to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a
petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding
under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60)
days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any
time with Lessor.
20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise anyone or more of the following
remedies:
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all
Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs
together with interest on such amounts at the highest lawful rate from the date of Lessor's demand for such payment;
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and
Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any
Equipment is located and repossess such Equipment without demand or notice, without any court order or other process of law
and without liability for any damage occasioned by such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or private
transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free
of any claims of Lessee, provided, that the net proceeds of any such disposition shall be applied to amounts payable by Lessee
under clause (a) above of this Section only to the extent that such net proceeds exceed the applicable Termination Value set
forth in the applicable Schedule;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law
or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses
incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section,
including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage,
repair, reconditioning or disposition of any Equipment.
None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor.
Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of
Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor
shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy.
21, RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof
pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time
to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessor's notice thereof to
Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return
the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States
selected by Lessor, Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and
depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by
the applicable Lease, shall be free and clear of any Liens (except Lessor's Lien) and shall comply with all applicable laws and
regulations, Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and
effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute
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and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such
Equipment to Lessor and to evidence the termination of Lessee's interest in such Equipment.
22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of Lessee (the "State").
23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by
certified mail to the other party at its address set forth herein or at such address as the party may provide in writing from time to
time. Any such notices shall be deemed to have been received five (5) days subsequent to mailing.
24. FINANCIAL INFORMATION. Within thirty (30) days of their completion in each fiscal year of Lessee during any Lease
Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial information of Lessee.
25. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only
and do not define or limit the scope of any provision of any Lease.
26. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of
which shall be deemed an original, but all of which shall be deemed one instrument. Only one counterpart of each Schedule
shall be marked "Lessor's Original" and all other counterparts shall be deemed duplicates. An assignment of or security interest
in any Schedule may be created through transfer and possession only of the counterpart marked "Lessor's Original",
27. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached thereto and made a
part hereof and other attachments thereto, and other documents or instruments executed by Lessee and Lessor in connection
therewith, constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and
such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any
provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the
remainder of the Lease,
LESSEE:
LESSOR:
A
Ie:
Banc One LeasinQ Corporation
By: ~Yll--e0'~/ 7f/f?~d
Title: FundinQ Authority
490 63 rd Street
Marathon, FL. 33050
1111 Polaris Parkway Suite A-3
Columbus, OH 43240
f'\(\,TF
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LEASE SCHEDULE NO. 1000108008
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Dated As Of December 22, 2000
This Lease Schedule, tooether with its Payment Schedule, is attached and made a part of the Master Lease-
Purchase Agreement described below ("Master Lease") between the Lessee and Lessor named below. All terms and
conditions of the Master Lease are incorporated herein by reference. Unless otherwise defined herein, capitalized
terms defined in the Master Lease will have the same meaning when used herein.
Master Lease-Purchase Agreement dated December 22, 2000
A. EQUIPMENT DESCRIBED: The Equipment includes all of the property described on Schedule A-1 attached
hereto and made a part hereof.
B. EQUIPMENT LOCATION:
490 63rd Street
Marathon, FL. 33050
C, ACCEPTANCE OF EQUIPMENT: AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT: (a)
LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (b) ALL EQUIPMENT IS IN GOOD WORKING
ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (c) LESSEE
ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE "AS-IS, WHERE-IS"; AND (d) LESSEE WAIVES
ANY RIGHT TO REVOKE SUCH ACCEPTANCE.
D. ESSENTIAL USE; CURRENT INTENT OF LESSEE: Lessee represents and agrees that the use of the
Equipment is essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides
to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority, Lessee currently intends for the full Lease
Term: to use the Equipment; to continue this Lease; and to make Rental Payments if funds are appropriated in each
fiscal year by its governing body,
E. RENTAL PAYMENTS; LEASE TERM: The Rental Payments to be paid by Lessee to Lessor, the commencement
date thereof and the Lease Term of this Lease Schedule are set forth on the Payment Schedule attached to this
Lease Schedule.
F, RE-AFFIRMATION OF THE MASTER LEASE: Lessee hereby re-affirms all of its representations, warranties and
obligations under the Master Lease (including, without limitation, its obligation to pay all Rental Payments, its
disclaimers in Section 7 thereof and its representations in Sections 6,1 and 16 thereof).
G. BANK QUALIFIED: LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-
EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT
DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN
ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY
ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE
DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000.
Equipment/Escrow Acceptance Date:
See Delivery & Acceptance Certificate
LESSEE:
LESSOR:
Banc One Leasino Corporation
By:~---t/fLef_~._ ~~7C
MLDS 01 (4/26/96)
490 63rd Street
Marathon. FL. 33050
PAYMENT SCHEDULE
DUPLICATE
This Payment Schedule is attached and made a part of the Lease Schedule identified below which is part
of the Master Lease-Purchase Agreement identified therein, all of which are between the Lessor and
Lessee named below.
Lease Schedule No. 1000108008
Accrual Date: 12/28/00
Amount Financed: $887,061,00
Rent Rent Rent Interest Principal Termination
Number Date Payment Portion Portion Value
$ $ $ $
12/28/00
1 07/28/01 202,785.10 27,994.17 174,790.93 726,515.42
2 07/28/02 202,785,10 38,533.81 164,251,29 558,979.15
3 07/28/03 202,785.10 29,647.82 173,137.28 382,379,11
4 07/28/04 202,785.10 20,281.09 182,504.01 196,225.02
5 07/28/05 202,785.10 10,407.62 192,377.48 0,00
LESSEE:
LESSOR:
Banc One Leasinq Corporation
BY:~~LL ~~b(A'.
Title: Fundinq Authority
MLDSA 1 (01) 4/26/96
DUPUCATE
SCHEDULE A-1
Equipment Description
Lease Schedule No. 1000108008 dated December 22.2000
The Equipment described below includes all attachments, additions, accessions, parts, repairs, improvements,
replacements and substitutions thereto,
Equipment Location:
Monroe County
490 63rd Street
Marathon, FL. 33050
Monroe County
Equipment Description:
(2) Pierce ™ Enforcer Tankers
(1) Pierce TM HDR Pumper
Expected Equipment Purchase Price
$923.054.00
$35.993,00
$887.061.00
Minus Vendor Discounts
Net Amount Financed
This Schedule A-1 is attached to the Lease Schedule or a Receipt Certificate/Payment Request relating to the Lease
Schedule.
Title: FundinQ Authoritv
MLDSA1 (01) 4/26/96
VEHICLE SCHEDULE ADDENDUM
Dated As Of December 22, 2000
DUPLICATE
Lease Schedule No. 1000108008
Dated December 22,2000
Lessee: Monroe County
Reference is made to the above Lease Schedule ("Schedule") to the Master Lease-Purchase Agreement identified in the
Schedule ("Master Lease") by and between Banc One Leasing Corporation ("Lessor") and the above lessee ("Lessee"). This
Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless
otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee
hereby agree to amend the Schedule as follows:
1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then
the following provisions shall also apply to the Schedule:
(a) each manufacturer's statement of origin and certificate of title shall state that Lessor has the first and sole lien on or
security interest in such unit of Equipment;
(b) the public liability and property damage insurance required by the terms of clause (b) of Section 14.1 of the Master
Lease shall be in an amount not less than $500,000.00 per person injured and $1,000,000,00 combined single limit per unit per
occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance amount shall be such
larger amount as may be reasonably required by Lessor) and $500,000.00 for damage to property of others;
(c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of
Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State
law with Lessor noted as lienholder and Lessee as owner.
2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.
Banc One Leasino Corporation
(Le~~ ' '-'./) , '. /
BY:~/7~_7)~
Title: Fundino Authority
THREE PARTY AGREEMENT
otJ1lll:llE
Dated as of December 22,2000
"Lessee" means: Monroe County
"Lease" means: Lease Schedule No.1 0001 08008 together with the Master Lease-Purchase Agreement dated
December 22, 2000 to the extent it relates to said Lease Schedule, as any of said agreements have been
amended
Reference is made to the Lease described above between Bane One Leasing Corporation ("Lessor")
and the Lessee identified above which relates to Equipment described therein ("Equipment") to be supplied
by Pierce Manufacturing, Inc. ("Supplier"). For good and valuable consideration, receipt of which is
hereby acknowledged, Lessee, Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease, Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for
purposes of the Lease. Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance Certificate
in the form attached hereto as Exhibit A upon the circumstances set forth in said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $923,054.00
3. Upon execution of the Lease and delivery of all documents relating thereto required by Lessor,
Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay
the balance of the Purchase Price (the "Amount Financed") stated below. Lessee agrees that the Lease Term
and Lessee's obligation to pay Rent Payments shall commence on the date set forth in the Lease
notwithstanding the delivery of the Equipment at a later date.
Amount Financed: $887,061.00
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the
Anticipated Delivery Date set forth below.
Anticipated Delivery Date: 06/28/01
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the
Outside Delivery Date set forth below and that such Equipment shall comply with all specifications and
requirements of Lessee and with the terms and conditions of any purchase order/purchase agreement relating
thereto.
Outside Delivery Date: 08/28/01
5. If Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof after
the Anticipated Delivery date but on or before the Outside Delivery Date, then Supplier agrees to pay
all interest that has accrued under the Lease from and including the Anticipated Delivery Date through the
date that Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof.
(3ptyagrmt)
Page 22
DUPLICATE
6. If for any reason whatsoever Supplier fails to comply with its agreements set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date, then Supplier hereby agrees as follows:
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the
Lessee Down Payment plus interest at the Prime Rate plus one percent (1 %) per annum from the
Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor the
Amount Financed plus interest at the Prime Rate plus one percent (1 %) per annum from the
Advance Payment Date to the date of such payment; and
(c) "Prime Rate" means the prime rate of interest announced from time to time as the prime rate
by Bank One, NA; provided, that the parties acknowledge that the Prime Rate is not intended to be
the lowest rate cif interest charged by said bank in connection with extensions of credit.
7. If Supplier makes the payments described in paragraph 6 above under the circumstances set forth
above and if Lessee has otherwise paid and performed its obligations under the Lease as of such payment
date, then Lessee and Lessor agree that the Lease shall terminate as of the date of such payments by Supplier.
8. Except as expressly set forth herein, the Lease and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby execute
and deliver this Agreement as of the date first written above.
;~~)I()~ ~F
~e: George Neugent, MAYOR
Title: -.-VI rectvv oJ' CoV\-~f Mg ~{,
Banc One Leasing Corporation
("Lessor")
BY:~--?7LttA-~~L/S--LJ~
-d. L ' ~ ,.__l - ~I
Title: AA--/~/}O ~~~L_U
(3ptyagrmt)
Page 23
DUPLICATE
DfS-.: 22.; 2~Sl~ 1~..: ~~3M
PIER,",~,,,As~~ur~.u,~~ NG CORP
000 t'.q ]~~ P i ~02/05
THREE PARTY AGREEMENT
, Dated as of December 22, :WOO
"Lessee" means: Monroe County
"Lease" means: Lease Schedule No.lOOOt08008 together with the Master Lease--Purchase Agreement dated
December 22, 2000 to the ~ent it relates to said Lease Schedule, as any of said llifCCments have been
amended
Reference is made to the Lcaae described above between Banc One Leasing Corporation ("Lessorj
and the Lessee identifled above which relaw to Equipment d~ribed therein ('*Equipment") to be supplied
by Plerc:e Manufacturing, Inc. ("Supplier"). FOT aood and valuable consideration. receipt of which is
hereby acknowledged, Lesacc, Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease, Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for
purposes of me Lease. Lessee agrees to execute and deliver to Lelisor a Delivery and Acceptance-Certificate
in the fann attached hereto as Exhibit A upon the circumstances set forth in said Certificate.
2. All parties hereto agree that the Purchase Price of the Equipment shall be as set forth below if said
Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price: $923 ,054.00
3. Upon execution of me Lease and delivery of all documents relating thoreto required by Le5$Or,
Lessee a;rees that it shall pay the Lessc:e Down Paymenl staWd below and Les$or ftJC'"S that it shall pay
the balance of the Purchase Price (the IIAmOUDt Financed"') stated ~low, Lessee agrees that the Lease Tenn
and Lessee's obligation to pay Rent Payments shall commence on the date set forth in tho Lease
notwithstanding the delivery of the Equipment at a later date.
Amount Financed: S887,061.00
4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the
ADtidpated Delivery Date set forth below.
Anticipated Deliver,,' Date: 06/28/01
(b) Supplier bereby agrees thAt it shall deliver the Equipment to Lessee no later than the
Outside Delivery Date set forth below and that such Equipment shall comply with all speoificationa and
requirements of Lessee and with the terms and conditions of any purchase order/purchase agreement relating
thereto. .
Outside Delivery Date: 08/28/0 1
S. If Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof afte~
the An*ip~ted Delivery date bat:on or be(ore tbe Outside DeliverY Date. then Suppller agrees to pay
all interest that has IIccrued under the Lease from and including the Anticipated Delivery Date through the
date that Supplier delivers the Equipment to Lessee in accordance with subparagraph 4(b) hereof.
(3ptyagrmt)
Page 22
DUPLICATE
D~~~2~~2~~~ 1~~0Z~M
PIERs,r;; ,8C.s~N.I..!~.9I NG CORP
8"'''' NO. 736. P.7
1<11<1 C'(t:l ~ ~.03/05
6. If for any reason whatsQeVer Supplier fails to comply with its agreements set forth in
~bparqrapb 4(b) of this Agreement by the Outside Delivery Pate, then Supplier hereby agrees as follows:
(a) On the first business day after the Outside Delivery Date. Supplier shall pay to Lessee the
Lessee Down Payment plus interest at the Prime Rate plus one percent (I %) per af\num from the
Advance Payment Date to the date of lluch payment;
(b) On the first businc!IS day after th~ Outside Delivery Date. Supplier shall pay to Lessor the
Amount Financed plus interest at the Prime Rate plus one percent (1%) per annum from the
Advance Payment Date to the date of such payment; and
(c) "Prime Rate" means the prime rate of interest llnnounced from time to time as ~he prIme rate
by Bank One. NA; provided. ~ the parties acknowledge that the Prime Rate is not Intended to be
the lowest rate of interest charged by said bank in connection with extensions of credit.
7. If Supplier makes the payments described in paragraph 6 above under the circumstances set forth
above and it Lesseo has otherwise: paid and perfo""ed its oblisations under the Lease a$ of such payment
date, then Lessee and Lessor agree that the Lease shall tenninate as of the date of such payments by Supplier.
8. Except as expressly set forth herein, the Lease and tenns and conditions of ~he purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below hereby CXcctlte
and deliver this Agreement as of me date first written above.
Monroe CO\lnty
C't.e.ssee")
By:
Title;
Pierce Manufacturing. Inc.
("Supplier") /
By. @!!/I/\ Uv
UP f~ (j<~
Title:
Bane One Leasing Corporation
C'LessrrJ
By: ~~Cr!t--?v~d
t /, .- --r-LI '/
Title:/(./C,/J~7 ~ ~U~<..A_..c..~f.1
U U
(3ptyagrmt)
Page 23
DUPLICATE
FLORIDA MASTER LEASE-PURCHASE ADDENDUM
(Florida Local Government Lease)
Dated As Of December 22.2000
Master Lease-Purchase Agreement Dated December 22. 2000
Lessee: Monroe County
Reference is made to the above Master Lease-Purchase Agreement ("Master Lease") by and between Banc
One Leasing Corporation ("Lessor") and the above lessee ("Lessee"). This Addendum amends and modifies the terms
and conditions of the Master Lease and is hereby made a part of the Master Lease. Unless otherwise defined herein,
capitalized terms defined in the Master Lease shall have the same meaning when used herein.
NOW, THEREFORE, as part of the valuable consideration to induce the execution of Leases, Lessor and
Lessee hereby agree to amend the Master Lease as follows:
1, Clause (b) of Section 6.2 of the Master Lease is deleted and replaced with the following:
"(b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment
covered by the affected Lease, at Lessee's sole expense, in accordance with Section 21 hereof,
provided, that if Lessee fails to so return the Equipment, then Lessee shall pay to Lessor the full
amount under Section 15 hereof as if Lessee had elected to exercise its purchase option for
Equipment;"
2.
the following:
Section 8, including subsections 8.1, 8.2 and 8.3 the Master Lease, are deleted and replaced with
"8. TITLE; UCC FILINGS.
"8,1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee,
subject to Lessor's rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof.
"8.2 Lessor shall not have a security interest in any of the Equipment under the Uniform Commercial Code
of the State of Florida, but, in order to give notice to others of Lessor's rights under Sections 6, 20 and 21 hereof, Lessee
agrees to execute and deliver to Lessor UCC financing statements relating to the Equipment and any amendments
thereto."
3. All of Section 20 is deleted and replaced with the following:
"20, REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise anyone or
more of the following remedies:
"(a) Lessor may require Lessee to pay, and Lessee agrees that it shall pay, (1) all
amounts then currently due under all Leases, (2) all remaining Rent Payments due under all Leases
during the fiscal year in effect when the Event of Default occurs, (3) to the extent permitted by
applicable law, the Termination Value due under all Leases when the Event of Default occurs after
subtracting all amounts paid by Lessee under subclause (2) of this clause (a), and (4) interest on the
foregoing amounts at the highest lawful rate from the date of Lessor's demand for such payment;
"(b) upon Lessor's request, Lessee will promptly return all Equipment to Lessor in the
manner set forth in Section 21, provided, that Lessor waives and releases any right that it may have
at law or in equity to specific or compulsory performance of the foregoing agreement of Lessee to
return the Equipment to Lessor;
"(c) if Lessee returns any Equipment to Lessor under clause (b) above, then Lessor
agrees to use commercially reasonable efforts under then current circumstances to sell, lease or
otherwise dispose of such Equipment, in whole or in part, in one or more public or private transactions,
and if Lessor so disposes of any such Equipment, then Lessor shall retain the entire proceeds of such
disposition free of any claims of Lessee up to, but not exceeding, all amounts then currently due under
all Leases, plus the Termination Value due under all Leases when the Event of Default occurs plus
DUPLICATE
the expenses set forth in clause (e) of this Section;
"(d) subject to the provisions of the Leases that restrict Lessor's right to repossess or
foreclose on the Equipment, Lessor may exercise any other right, remedy or privilege which may be
available to Lessor under applicable law or Lessor may enforce any of Lessee's obligations under any
Lease by appropriate court action at law or in equity; and/or
"(e) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-
pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default
and/or of Lessor's actions under this section, including, without limitation, any attorney fees and
expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or
disposition of any Equipment.
"None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor, Lessor's exercise of one or more remedies shall not preclude its exercise of any
other remedy, No delay or failure on the part of Lessor to exercise any remedy under any Lease shall
operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial
exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy."
4. Nothing in the Master Lease or any Schedule shall be interpreted or construed as granting Lessor a
security interest in or other lien or encumbrance on any Equipment. Notwithstanding anything to the contrary in the
Master Lease or any Schedule, Lessor waives and releases any right that it may have at law or in equity to specific or
compulsory performance of any agreement of Lessee to return the Equipment to Lessor, to transfer legal or beneficial
title to the Equipment to Lessor or to repossess or foreclose on any Equipment..
5. Lessor acknowledges that (a) no Lease will be a general obligation of Lessee, (b) no Lease will be
payable from a pledge of ad valorem taxes, and (c) no Lease shall constitute a pledge of either the full faith and credit
of Lessee or the taxing power of Lessee.
6. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Master
Lease remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
Monroe County
(Lessee)
'" ~,Tr:
.F~rrT-; ,8D38-G
Reporting Authority
Information Return for Tax-Exempt Governmental Obligatio~
~ Under Internal Revenue Code section 149(e) uU
~ See separate Instructions.
Caution: Use Form 8038-GC if the issue price is under $100,000. ~,
If Amended Return, check here ~ 0
2 Issuer's employer identification number
CjRo, 1545-0720
(Rev, May 1999)
Oepanm enl of the TreasUty
Internal RS\4enue Se~ce
Issuer's name
KlNROE 00UN'lY
3 Number and street (or P,O. box If mall is not delivered to street address)
5
City, town, or post office. state, and ZIP code
59 6000749
Room/SUite 4 Report number
G
6
Date of issue
7
MARA'J1.J(W FL
Name of issue '
Lease Schedule No.
3lO50
1000108008
8
12t28/0c)
cus nurf10er
None
9 Name and title of officer or legal representative. whom the IRS may call for more Information
ations Team er (614) 213-2147
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 0 Education, , , , , , . , , , , , , , , , , , , , , , , , , , , , , , , , , 11 I
12 0 Health and hospital, , , , , , , , , , , , , , , 12 I
13 0 Transportation 13 I
14 ~ Public safety, , , , , , , , . , , , 14 I
15 0 Environment (including sewage bonds) , , , , , , , , , , , , , , , , , , , , , , , , 15
16 0 Housing , , , , , , , , , , , , , , , , , , , , , , , , , 16
17 0 Utilities. , , . , , , , , , , , , , , , , , , . , 17
18 0 Other, Describe ~ 18
19 If obligations are TANs or RANs, check box ~ U If obligations are BANs, check box, , , ~ LJ
20 If obligations are in the form of a lease or installment sale, check box , , ~ iJel
Part III Description of Obligations. (Complete for the entire issue for which this form is being filed,)
(c) Stated redemption (d) Weighted
pnce at matunty average matunty
10
Telepnone number of officer or legal recresentatlVe
(a) Final matunty date
(b) Issue pnce
~/J
Is 887 061.00 Is n/a
Uses of Proceeds of Bond Issue (including underwriters' discount)
Proceeds used for accrued interest,
Issue price of entire issue (enter amount from line 21, column (b))
Proceeds used for bond issuance costs (including underwnters' discount)
Proceeds used for credit enhancement,
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
Part V 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 , ~ a
32 Enter the remaining weighted average maturity of the bonds to be advance refunded , ~ nl a
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.
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5)
36a Enter the amount of gross proceeds invested or to be Invested in a guaranteed Investment contract (see Inslructions)
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 govemmental units 37a n/ a
b If this Issue is a loan made from the proceeds of another tax-exempt Issue, check box.! i and enter the name of the
issuer ~ and the date of the Issue ~
:f the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box,
If the Issuer has ide ified a hedge, check box
Uncer penaltl of perjury, I cec:are ,Mat I ,cave ~'nea :hIS, turn ana accompanYing sc~eaules ana statements, anc :0 :he cest cr-ny ,ncwleage ana :ellei
Please they are true rrec:, and camOlere, /-.f:::-;
~~~: '"'',,''' ~"""". 0~::27 /00 ~""~:,:~~:, ~,,:~,:ent. MAYOR
For Paperwork Reduction Act Notice, see page 2 of the Instructions. SA =crm 8038-G 'Rev 5.,)9)
37":=' i='=S640JF
years
24
25
26
27
28
22 In a
23 I a
29 a
30 In/a
yews
years
35 I
36al
a
a
38
39
40
.:a
~
.
. I .
DUPLICATE
OEC-28-00 13,17 FROM,MONROE COUNTY ATTY OFFICE 10,3052823518
PAGE
3/3
CERTIFICATE OF INCUMBENCY
Lessee:
MOllroe CQunlL
Lease Schedule No. 1000108008 Dated O~ber 22 2000
I, the undersigned ~tary/Clerl< identified below. do hereby certify that J am the duly elected or appointed
and acting Secretary/Clerk of the above L.essee (the -Lessee"). a political subdivision duly organi%edand existing
under the laws of the State where Lessee is located, that I have the title stated belew, and that, as of the date
hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set
forth opposite their respective names.
[NOTE: Use same titJes as Authorized Representatives stated in R
YGeorge Neugent
/lJName
\/: MAYOR
/l TItle
ollltions.]
If! %~
~ Name
~ Title
:Y Signature
IN WITNESS WHEREOF, 'have duly executed this certifrcate liInd affixed the seal of such Lessee as of the
date set forth below.
Attest:
;we~~
A Print Name: Danny L. Kolhage
\~tle: Clerk and ex-officio Clerk to
~ the Board of County Commissioners
~ Da~; December '-9. ,?OOO
.... ~!' ~~; ;,; ~ .
, ,
MLOCERT (01) 4/26/96
Sent By: HP L8serJet 3100;
JetSulte;
Mar-12-01 2:56PM;
Page 1/1
Exhibit A
DELIVERY :& ACCEPT."_I\!C!: C!!:RT!F!CA TE
Lease Scbedule No. 1000108008
Reference is made to the above Lease Schedule ("Schedule") aud to the Master Lease--Purchase Agreement
("Master Lease") identified ill said Schedule, which have been executed and delivered by the undcrsilmcd u:s$ce
("lessee") and Bane One Leasing Corporation ("Lessor"), This Certificate aJn~lld) and supplements the terms and
conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized
teons defined in the Master I,ea~e or the Schedule shall ha.ve the sa.me, mcaning when used herein: provided. that
"P.~lJi~ment" ~h.an mean the F.quipmenl d~!:crjbcd in the Schedule and in any attachment or ex.bibit to this Cenificllte.
Notwithstanding anything to the contrary, express or implied, in th..: ~~hcduJe or its Payment Schedule,
Lessee agrees as follows;
I. ACCEPT A NeB OF EQUlPMENT. As of the Acceptnnce Dote stared below nnd ns between Lessee and
Le~sor, Lessee hereby agrees that: (a) Lessee has received IUJd inspc:c\A:d all EqllJpm(;"'Ill; (b) all Equiprm:nl Iii in good
wQrking order and com!llies with all !lurchase orders, contracts and spccjfjcation~; (c) l.essee accept!> an Equipment
fo~ purposes nf the Schedule "Ils-i~> whcrc-it.:"; and (d) Lessee waives any righl t() revoke such acceptance.
. .
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2. PJ:J'.JT P..^.. Y!t-..1ffi\JTS. L~~s.e' her~bj' ~;;:-~~t: th~t !...!;!t:t:~~ \~'iH P~.Y tb~ ~en! P~ymenl~ f~~r th~ Eq!.!.!~m~n! !~
th~ N"1.~"~"~ Wid VG the diCtc~ jptr;;ifi~.d in P~Jmtnl S.ch~.d~!~ ~o :.he Sc.~edu!e"
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TVIS,PRC (01) 4/26/96
CERTIFICATE OF INCUMBENCY
Lessee:
Monroe County
Lease Schedule No. 1000108008 Dated December 22,2000
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed
and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly organized and existing
under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date
hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set
forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in
YGeorge Neugent
/1JName
V: MAYOR
/\ Title
~ Danny L. Kolhage
,/ \ Name
Signatur
. ~
Clerk and ex-officio Clerk
.):- TOle to the Board ot county~
Commissioners
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the
date set forth below.
~8Y~-
A Print Name:
Xitle:
~Date:
Danny L. Kolhage
Clerk and ex-officio Clerk to
the Board of County Commissioners
December 29, 2000
MLDCERT (01) 4/26/96