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Item C28BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: April 16, 2003 Division: Management Services Bulk Item: Yes X No _ Department: Technical Services AGENDA ITEM WORDING: Approval of Bellsouth Financial Services (BSFS) Master Lease Agreement including, a Form of Certificate of Resolutions & Incumbency, an Amendment, and four (4) Schedules for the Purchase of Equipment and/or Service; and, approval to waive Monroe County Purchasing Policies & Procedures and authorization for Mayor to execute same. ITEM BACKGROUND: This Contract was negotiated with BSFS leasing to eliminate repair charges and save additional costs on upgrades to County phone systems. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS: Approval. TOTAL COST: $193,304.40/5 years BUDGETED: Yes X No COST TO COUNTY: $193,304.40/5 years SOURCE OF FUNDS: Ad Valorem Taxes REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty X OMB/Purchasing X Risk Management X DEPARTMENT DIRECTOR APPROVAL: Todd Erickson DIVISION DIRECTOR APPROVAL: a Sheila A. Barker DOCUMENTATION: Included X To Follow Not Required DISPOSITION: AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: BSFS Contract # Effective Date: April 16,2003 Expiration Date: April 16,2008 Contract Purpose/Description: Equipment Leasing for all County Telephone PBX's to be upgraded to current Release. Contract Manager: Lisa Druckemiller 5100 Technical Services/5B (Name) (Ext.) (Department/Stop #) for BOCC meeting on 04/16/03 Agenda Deadline: 04/02/03 COSTS Total Dollar Value of Contract: $ 193,304.40 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: 001-06002-530-440- Grant: $ - - County Match: $ - - - 3,221.74 ADDITIONAL COSTS Estimated Ongoing Costs: For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Changes Date Out Date In Needed � ��� C� Revie�yver 14 Division Director Yes�No / IDuz-�"- 3 2- 8 0 3 Risk Management �l/- A� Yes NoE� O.M.B./Purchasing Yes No� 'J" County Attorney Yes NoE:] Comments: 1 0 BSEv Equipment Leasing March 14, 2003 Ms Lisa Druckemiller Monroe, County of 1200 Truman Ave Key West, FL 33040 Dear Ms Druckemiller: Thank you for choosing BSFS Equipment Leasing for your financing solution. The following is a list of documents that are required for the lease of your system: Master Lease Agreement Equipment Schedule Equipment and Software Listing Agreement Addendum Florida SLG Addendum Form of Certificate of Resolutions Installation Site Addendum Insurance Letter Sales/Property Tax & Billing Address Verification Lease Rate Factor Addendum Acceptance Certificate Following are the 5 easy steps necessary to complete the documentation package: 1) Please have an Authorized Representative execute the documents by signing where indicated by the red check marks. Federal Tax ID # must be provided with signed documents. >/ 2) If an invoice has been included, enclose a business check for the amount indicated. Please reference the above account schedule number on the face of the check. 3) Return executed original documents/check in the prepaid FedlEx Package to Carol Rehder. 4) Retain the Acceptance Certificate until your system is installed and operating. 5) Once your system is installed and operational, please execute the Acceptance Certificate by signing where indicated by red check marks and fax it to 1-800-442-2090. After you have faxed the Acceptance Certificate, please mail the copy with your original signature to: 501 Corporate Centre Suite 600, Franklin, TN 37067 Attention: Funding/Booking Dept. The document package should be signed and returned to our office within (5) five business days in order to expedite your system order. Please Note that the monthly rent amount on the enclosed lease agreement excludes applicable sales/use and property taxes. These taxes will be billed by BSFS Equipment Leasing in accordance with local taxing authority's assessment unless you have elected a $1 Purchase Option in which case You are responsible for promptly reporting and paying personal property taxes. BSFS Equipment Leasing will invoice you for any sales/use taxes unless you Provide us with a copy of your Exemption Certificate with your signed documents. Should you have any questions, please contact me at (205) 991-4244 and reference account number 7206980-001. Sincerely, Susan Moore "t— Account Manager -T � � 14 1- Lessor BSFS Equipment Leasing Lessee Monroe, County of Master Lease Agreement contact Ms Lisa Drudcemiller Title IT Address Telephone Number Facsimile Number Master Lease Agreement No. 1200 Truma n Ave ::](305) 295-5100 (305) 295-5105 7206980 city County/Province State/Country Zip Code Corporation Proprietorship Partnershi Key West Monroe FL 33o4n p Other r M(Ms AND CONDITIONS The Reverse side contains Tet 1. LEASE: Lessor shall purchase and lease to Lessee the equipment and associated items ("Equipment") described in any Equipment Schedule ("Schedule') executed from time to time by Lessorand Lessee that makes reference to this Master Lease Agreement ("Agreemenr'). This Agreement shall be incorporated into each Schedule. When computer programs and related documentation are furnished with the Equipment, and a non-exclusive license and/or sublicense (collectively, "Software") is granted to Lessee in an agreement ("Supplier Agreement") with the suppliers (collectively, "Supplier") identified on the Schedule, Lessor, to the extent permitted, grants Lessee a similar non- exclusive sublicense to use the Software only in conjunction with the Equipment for so long as the Equipment is leased hereunder. The Equipment and Software include, but are not limited to, all additions, attachments and accessions thereto and replacements therefore (collectively, 'System"). Any reference to "Lease" shall mean with respect to each System, this Agreement, a Schedule, a Consent of Supplier, an Acceptance Certificate, any riders, amendments and addenda thereto, and any other documents as may from time to time be made a part thereof. As conditions precedent to Lessor's obligation to purchase any Equipment and obtain any Software, not later than the Commitment Date set forth on the applicable Schedule (a) Lessee and Lessor shall execute this Agreement, a Schedule, an Acceptance Certificate and other documentation contemplated herein, and (b) there shall have been no material adverse change in Lessee's financial condition. Upon Lessor's execution of a Schedule, Lessee assigns to Lessor its rights to receive title to the Equipment and any non-exclusive sublicense to use the Software described in the Supplier Agreement as of the day the System is delivered to the Installation Site set forth in the applicable Schedule but no other right or any warranty thereunder. In consideration of such an assignment and subject to the terms and conditions herein, Lessor agrees to pay to the Supplier the Price (as defined in Section 3 below) for the System pursuant to the Supplier Agreement, I not to perform any other obligation thereunder. Unless Lessee exercises its Purchase Option as set forth in the applicable Schedule, Lessee hereby assigns to Lessor all of Lessee's then -remaining rights pursuant to the applicable Supplier Agreement effective uPon the termination or expiration of the Term (as set forth in the applicable Schedule) for any reason. 2. TERM, RENEWAL AND EXTENSIONS: If all other conditions precedent to a Lease have been met, the Lease Term for the System described on each Schedule shall commence on the date of Lessee's execution of an Acceptance Certificate ("Commencement Date'), and continue for the number of whole months or other periods set forth in such Schedule ("Initial Term'), the first such full month commencing on the first day of the month following the Commencement Date (or commencing on the Commencement Date if such date is the first day of the month). If Lessee selects Purchase Option B or C in the applicable Schedule, on the expiration date of the Initial Term, the Lease shall be automatically renewed for a six-month period ("Renewal Term") unless, by giving written notice to Lessor six (6) months prior to the expiration date, the Lessee elects to terminate the Lease. After the Renewal Term, at Lessor's option, the Lease shall be automatically extended on a month -to -month basis until either party gives the other not less than thirty (30) days prior written notice of its intention to terminate the Lease. Any renewals and extensions shall be on the same terms and conditions as during the Initial Term. 'Tenn" shall mean the applicable Initial Term, the Renewal Term, if any, and any extension thereof as provided herein. 3. RENT AND PAYMENT: Lessee shall pay to Lessor all the rental payments as shown in the applicable Schedule ("Rent") during the Term of the Lease, except as such Rent may be adjusted pursuant to this Section and Sections 2 and 8 of a Schedule, plus such I additional amounts as are due Lessor under the Lease. Rent shall be paid as designated in the applicable Schedule in advance on the first day of each Payment Period ("Rent Payment Date"). If the Commencement Date is not the first day of a calendar month (or other Payment Period), Lessee shall pay to Lessor, on demand, interim Rent prorated daily based on a 360-day year for each day from and including the Commencement Date to and including the last day of such month or other Payment Period. The Rent is based upon the Price of the System and the acceptance of the System by Lessee on or before the Commitment Date set forth in the applicable Schedule. The I "Price" of the System shall be as set forth in the Schedule, and shall exclude all other costs, including sales or other taxes included in the Supplier Agreement as part of the purchase price. If the Price is increased or decreased as a result of a job change order ("JCO"), the Lessee authorizes Lessor to adjust the Rent. If the Commencement Date I occurs after the Commitment Date, and Lessor waives the condition precedent that the a BSFS Equipment Leasing A Division of General Electric Capital Corporation Except as otherwise provided In Sec too 13 of this Agreement and Sections 2, 3, and 8 of a Schedule, waivers to a Lease shall be effective only ff mutually a reed upon in a wridna_ dttt, h., Monroe, County of BY BY Authorized Representative PRINT NAME PRINT NAME" TITLE DATE �/ TITLE MLA 11/1/99 Telecom Financial Services Legal Staff Ins and Conditions which are also a Part of this A reement —1 ant Commencement Date occur on or before the Commitment Date, Lessor's then -current Lease Rate Factor for similar transactions shall apply and the Lessee authorizes Lessor to adjust the Rent, accordingly. Whenever any payment of Rent or other amount is not made within ten (10) days after the date when due, Lessee agrees to pay on demand (as a fee to offset Lessor's collection and administrative expenses), the greater of twenty-five dollars ($25.OD) or ten percent (10%) of each such overdue amount, but not exceeding the lawful maximum, if any. All payments shall be payable to Lessor in U.S. dollars at Lessor's address set forth in Section 18 or such other place as Lessor directs in writing. If Lessee requests changes or amendments to any Lease, Lessor may charge Lessee Lessor's reasonable costs and expenses of negotiation and documentation, including fees of legal staff or outside counsel. 4. DELIVERY: All transportation, delivery and installation costs (unless included in the Price) are the sole responsibility of Lessee. Lessee assumes all risk of loss and damage if the Supplier fails to deliver or delays in the delivery of any System, or if any System is unsatisfactory for any reason. 5. NET LEASE: Lessee's obligations under each Lease are absolute, unconditional and non -cancelable and shall not be subject to any delay, reduction, setoff, defense, counterclaim or recoupment for any reason including any failure of any System, or any misrepresentations of any supplier, manufacturer, installer, vendor or distributor. Lessor is not responsible for the delivery, installation, maintenance or operation of any System. S. WARRANTIES: Lessor agrees that third -party warranties, if any, inure to the benefit of Lessee during the Term and on exercise of the Purchase Option. Lessee agrees to pursue any warranty claim directly against such third party and shall not pursue any such claim against Lessor. Lessee shall continue to pay Lessor all amounts payable under any Lease under any and all circumstances. 7. QUIET ENJOYMENT: Lessor shall not interfere with Lessee's quiet enjoyment and use of the System during the Term if no Event of Default has occurred and is continuing. S. TAXES AND FEES: Lessee shall promptly reimburse Lessor, upon demand, as additional Rent, or shall pay directly, if so requested by Lessor, all license and registration fees, sales, use, personal property taxes and all other taxes and charges imposed by any federal, state, or local governmental or taxing authority, relating to the purchase, ownership, leasing, or use of the System or the Rent excluding, however, all taxes computed upon the net income of Lessor. 9. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES THAT (a) THE SIZE, DESIGN, CAPACITY OF EACH SYSTEM AND THE MANUFACTURER AND SUPPLIER HAVE BEEN SELECTED BY LESSEE; (b) LESSOR IS NOT A MANUFACTURER, SUPPLIER, DEALER, DISTRIBUTOR OR INSTALLER OF ANY SYSTEM; (c) NO MANUFACTURER OR SUPPLIER OR ANY OF THEIR REPRESENTATIVES IS N AGENT OF LESSOR OR AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF ANY LEASE; AND (d) EXCEPT FOR LESSOR'S WARRANTY OF QUIET ENJOYMENT SET FORTH IN SECTION 7, LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRNTY OR COVENANT, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER NCLUDING, WITHOUT MATERIAL, WORKMANSHIP, OPEIRATION, CONDITION, MERCHANTAON, THE DESIGN, QUALITY, BILITY CAPACITY FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR LATENT DEFECTS, OR AS TO ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE LEASES EACH SYSTEM "AS IS, WHERE IS." LESSOR SHALL HAVE NO LIABILITY TO LESSEE OR ANY THIRD PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SORT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL NJURY, LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER DAMAGES, WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE, WHETHER RESULTING FROM USE OF A SYSTEM OR BREACH OF A LEASE OR OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAGES FOR PERSONAL NJURY OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY LESSOR'S ACTIVE ROSS NEGLIGENCE OR WILLFUL MISCONDUCT. modifications, amendments or Wresentatfves of the hart nc DA I±; IF LESSEE HAS ELECTED PURCHASE OPTION B OR C, ARTICLE 2A OF THE UCC applicable, or, if such rate is not permitted by law, then at the lowest permitted rate. The MAY APPLY TO THE LEASE AND LESSEE MAY HAVE CERTAIN RIGHTS amounts set forth in subsections (b) and (c) above shall be the agreed upon damages THEREUNDER. IF SO, LESSEE ACKNOWLEDGES THAT SUCH A LEASE IS A ("Lessors Loss"). Lessor may also charge Lessee interest on the Lessor's Loss from the FINANCE LEASE AS DEFINED IN UCC §2A-103. TO THE EXTENT PERMITTED BY date of the Event of Default until paid at the rate of one and one-half percent (1-1/2%) per LAW, LESSEE HEREBY WAIVES ANY RIGHTS OR REMEDIES LESSEE MAY HAVE month, but in no event more than the maximum rate permitted by law; demand the UNDER UCC §§ 2A-508-522 INCLUDING, WITHOUT LIMITATION, RIGHTS OF Lessee return any System to Lessor in the manner provided in Section 9 of the Schedule; REJECTION, REVOCATION, CANCELLATION, GRANTING OF SECURITY and take possession of, render unusable, or disable any System wherever located, with INTERESTS, AND RECOVERY FOR BREACH OF WARRANTY. or without demand or notice or any court order or any process by law. 10. INSURANCE: At its expense, Lessee shall keep each System insured against all Upon repossession or return of a System, Lessor shall have the right to sell, lease or risks of loss and damage for an amount equal to the installed replacement cost of such otherwise dispose of the System, with or without notice and by public or private bid, and System with Lessor named as a loss payee. Lessee shall also maintain comprehensive shall apply the net proceeds thereof, if any, toward Lessors Loss but only after deducting general liability insurance, with Lessor named as an additional insured. All insurance from such proceeds (a) in the case of any reletting of the System, the rent due for any policies shall be with an insurer having a rating of "B+" or better by A.M. Best Company, period beyond the scheduled expiration of the Lease; (b) in the case of sale, (i) if Lessee Inc., and be in such form, amount and deductibles as are satisfactory to Lessor. Each has elected Purchase Option B, the estimated fair market value of the System as of the such policy must state by endorsement that the insurer shall give Lessor not less than scheduled expiration of the Term of the Lease, or (il if Lessee has elected Purchase thirty (30) days prior written notice of any amendment, renewal or cancellation. Lessee Option C, an amount equal to the Percent Option Amount; and (c) all expenses including, shall, upon request, furnish to Lessor satisfactory evidence that such insurance coverage without limitation, reasonable attorneys' fees incurred in enforcement of any remedy. is in effect Lessee may self insure for such coverages only with Lessors prior written Lessee shall be liable for any deficiency if the net proceeds available after the permitted consent. deductions are less than Lessors Loss. No right or remedy is exclusive of any other co co CASUALTY If any System, in whole or in part, is lost, stolen, damaged or Provided herein or permitted by law or equity. All rights and remedies shall be cumulative destroyed, or is taken in any condemnation or similar proceeding (an "Event of Loss'j, and may be enforced concurrently or individually from time to time. Lessee shall immediately notify Lessor. Lessee shall, at its option (a) immediately place 16. ASSIGNMENT: Lessor may, without notice to or the consent of Lessee, sell, assign, the affected Equipment and Software in good condition and working order, (b) replace grant a security interest in, or pledge its interest in all or a portion of a System and/or a the affected item with like equipment or software in good condition and transfer clear title Lease and any amounts payable hereunder to any third party ("Assignee"). Lessee shall, and any sublicense to Lessor, or (c) pay to Lessor, within thirty (30) days of the Event of if directed, pay all Rent and other amounts due to Assignee free from any claim or p Loss, an amount equal to the Stipulated Loss Value ("SLV") as defined below, for such counterclaim, defense or other right which Lessee may have against Lessor. Lessor affected Equipment or Software plus any other unpaid amounts then due under the shall be relieved of its future obligations under the Lease as a result of such assignment if Lease. If an Event of Loss occurs as to part of a System for which the SLV is paid, a Lessor assigns to Assignee its interest in the System and Assignee assumes Lessors e SLV payment is received by Lessor. future obligations. WITHOUT LESSOR'S PRIOR W prorate amount of Rent shall aRITTEN CONSENT, LESSEE bate from the date the Upon payment of the SLV, title to the applicable Equipment and the sublicense to the SHALL NOT ASSIGN, SUBLEASE, TRANSFER, PLEDGE, MORTGAGE OR applicable Software shall pass to Lessee with no warranties, subject to the rights, if any, OTHERWISE ENCUMBER ("TRANSFER") ANY SYSTEM OR ANY LEASE OR ANY OF ITS RIGHTS THEREIN OR PERMIT ANY LEVY, LIEN OR ENCUMBRANCE of the insurer. The SLV shall be an amount equal to all future Rent from the last Rent Payment Date for THEREON. Any attempted non-consensual Transfer by Lessee shall be void ab initio. No Transfer shall relieve Lessee of any of its obligations under a Lease. which Rent has been paid to the end of the Term with each such payment discounted to present value at a simple interest rate of five percent (5%) per annum or the Lease Rate, 17. ORGANIZATION AND AUTHORITY: Lessee is duly organized, validly existing and as applicable, or, if such rate is not permitted by law, then at the lowest permitted rate, in good standing under the laws of its State of formation and in any jurisdiction where a plus (a) if Lessee selects Purchase Option B, twenty percent of the product obtained by System is located. Lessee has the power and authority to execute, deliver and perform multiplying the total number of Rent payments shown on the Schedule for the applicable each Lease. The person executing this Agreement and any Schedules on behalf of Term by the then periodic Rent, or (b) if Lessee selects Purchase Option C, the percent Lessee has been given authority to bind the Lessee and each Lease constitutes or will set forth in the Purchase Option C election in the Schedule times the Price as it may constitute a legally binding and enforceable obligation of the Lessee. The execution, have been adjusted ("Percent Option Amount"). If Lessor receives any insurance delivery and performance of each Lease is not and will not be in contravention of, or will proceeds, Lessor shall apply such proceeds to Lessee's outstanding obligations with any not result in a breach of, any of the terms of Lessee's organizational documents, and any remaining sums to be delivered to Lessee. agreements, contracts or instruments to which Lessee is a party or under which it is 12. INDEMNITY: Lessee shall indemnify Lessor against, and hold Lessor harmless bound. from, and covenants to defend Lessor against, any and all losses, claims, liens, 18. NOTICES: Notices, demands and other communications shall be in writing and shall encumbrances, suits, damages, and liabilities (and all costs and expenses including, be sent by hand delivery, certified mail (return receipt requested), or overnight courier without limitation, reasonable attorneys' fees) related to the Lease including, without service, or facsimile transmission (effective upon transmission) with a copy sent by one of limitation, the selection, purchase, delivery, ownership, condition, use, operation of a the foregoing methods, to Lessee at the address or facsimile number stated above and to System, or violation of a Software sublicense, or arising by operation of law (excluding Lessor at 501 Corporate Centre Drive, Suite 600, Franklin, Tennessee 37067, Attention: any of the foregoing to the extent caused by the active gross negligence or willful V.P. Finance, or facsimile no. (615) 771-6292. Notices shall be effective upon the earlier misconduct of Lessor). Lessee shall assume full responsibility for or, at Lessors sole of actual receipt or four days after the mailing date. Either party may substitute another option, reimburse Lessor for the defense thereof. This Section shall survive the address by written notice. termination of the Lease but not longer than the applicable statute of limitations. 19. JURISDICTION AND GOVERNING LAW: EACH LEASE SHALL BE GOVERNED 13. TAX INDEMNITY: If Lessee selects Purchase Option B, the Lease is entered into BY THE LAWS OF THE STATE OF TENNESSEE AND THE LESSEE CONSENTS based upon the assumptions ("Assumptions') that for federal, state, and local income tax AND AGREES THAT, AT LESSOR'S OPTION, PERSONAL JURISDICTION, SUBJECT purposes, Lessor shall be entitled to deduct, at the highest marginal rate of tax imposed MATTER JURISDICTION AND VENUE SHALL BE WITH THE COURTS OF THE on corporations, the maximum depreciation or cost recovery allowances provided in the STATE OF TENNESSEE, OR THE FEDERAL COURT FOR THE MIDDLE DISTRICT Internal Revenue Code of 1986, as amended, and under state and local law in effect on OF TENNESSEE. the date Lessee executes the applicable Schedule. If, in its reasonable opinion, Lessor 20 MISCELLANEOUS: (a) Any failure of Lessor to require strict performance by determines that its net after-tax economic yield or after-tax cash flow ("Net Economic Lessee, or any waiver by Lessor of any provision of a Lease, shall not be construed as a Return") has been adversely affected as a result of a change in the Assumptions (a consent to or waiver of any other breach of the same or of any other provision. (b) If "Loss'), Lessee agrees to pay to Lessor, on demand, an amount which will cause there is more than one Lessee, the obligations of each Lessee are joint and several. (c) Lessors then Net Economic Return to equal the Net Economic Return that Lessor would rees to execute and deliver, upon demand, any documents necessary, in have received had such Loss not occurred. Lessee shall have no right to inspect the tax Lessee a Lessors reasonable opinion, to evidence the intent of a Lease, and/or to protect Lessors returns of Lessor. interest in a System. Lessee appoints Lessor as its attorney -in -fact for the sole purpose 14. DEFAULT: Any of the following shall constitute an Event of Default: (a) Lessee falls of executing and delivering any UCC financing statements. Lessee agrees to pay to pay when due any Rent or other amount payable under a Lease that is not paid within Lessors out-of-pocket costs of filing and recording such documentation. (d) Lessee shall ten (10) days of Lessee's receipt of written notice of nonpayment; (b) Lessee fails to deliver to Lessor such additional financial information as Lessor may reasonably request. perform any other material term in any Lease or other agreement given in connection (e) If any provision shall be held to be invalid or unenforceable, the validity and with any Lease that continues uncured for twenty (20) days after Lessee's receipt of enforceability of the remaining provisions shall not in any way be affected or impaired. (f) written notice thereof; (c) the inaccuracy of any material representation or warranty made In the event Lessee fails to pay or perform any obligations under a Lease, Lessor may, at by Lessee or any guarantor in connection with any Lease and the continuation thereof for its option, pay or perform such obligation, and any payment made or expense incurred by thirty (30) days or more; (d) Lessee attempts to make a Transfer (as defined in Section Lessor in connection therewith shall be due and payable by Lessee upon Lessors 16) without Lessors prior written consent, (e) Lessee dissolves or ceases to do business demand with interest thereon accruing at the maximum rate permitted by law until paid. as a going concern; (f) Lessee sells all or substantially all of its assets, merges or (9) Time is of the essence in each Lease. (h) Lessee shall pay Lessor, on demand, all consolidates with or into, or reorganizes with any entity; (g) Lessee becomes insolvent, costs and expenses, including reasonable attorneys' and collection fees, incurred by makes an assignment for the benefit of creditors, files a voluntary petition or has an Lessor in enforcing the terms and conditions of a Lease or in protecting Lessors rights involuntary petition filed or action commenced against it under the United States and interests in a Lease or a System. (1) LESSOR INTENDS TO COMPLY WITH ALL Bankruptcy Code or any similar federal or state law; (h) Lessee fails to perform its APPLICABLE LAWS, INCLUDING THOSE CONCERNING THE REGULATION OF obligations under any other Lease federal agreement with Lessor, e s Any partner of Lessee INTEREST. Therefore, no lease charge, late charge, fee or interest, if applicable, is or any guarantor takes any actions described in subsections (e), (f), or (g) above. intended to exceed the maximum amount permitted to be charged or collected by 15. REMEDIES: If an Event of Default has occurred, Lessor shall have the right to applicable law. If one or more of such charges exceed such maximum, then such exercise one or more of the following remedies set forth below. Lessor may (a) terminate charges will be reduced to the legally permitted maximum charge and any excess charge and/or declare Event of Default under any Lease or other agreement with Lessee (b) will be used to reduce the future Rent and/or the Price of the System or refunded. (J) Each Lease may be executed by one or more of the parties on any number of separate recover from Lessee all Rent and any and all amounts then due and unpaid and (c) counterparts (which may be originals or copies sent by facsimile transmission), each of recover from Lessee all Rent and other amounts to become due, by acceleration or which counterparts shall be an original. (k) Each Lease constitutes the entire agreement otherwise (plus, if the System is not returned in accordance with Section 9 of the applicable Schedule, an amount equal to (i) Lessors reasonable estimate of the fair between Lessor and Lessee with respect n the subject matter thereof and supersedes all market value of the System at the end of the applicable Term if Lessee selects Purchase Previous writings and understandings of any nature whatsoever. o No agent, employee, Option B in the Schedule, or a if Lessee selects Purchase Option C in the Schedule, the or representative of Lessor has any authority to bind Lessor to any representation or (ii) warranty concerning any System and, unless such representation or warranty is valued using a five percent The amounts simple interest rate per auburn or the)Lease Rate resent specifically included in a Lease, it shall not be enforceable by Lessee against Lessor. Lessor BSFS Equipment Leasing ----- 1W1V111 vc, %IVuf lCy VI Billing Address 1200 Truman Ave City Key West Installation Site See attached Installation Site Addendum Supplier Name BellSouth Communication Systems, LLC Agreement NoJSchedule No. 7206980-001 Date of Schedule 3/14/2003 Commitment Date 9/10/2003 Price $186,227.96 Initial Term (months) 60 Payment Period ® Monthly Q Other City County/Province Monroe Equipment Schedule Attention Ms Lisa Druckemiller statercountry Zip Code FL 33040 countyiprovince State/Country Zip Code Purchase Option Advance Payment 0 (A) $1.00 $0.00 I ® (B) FMV The Advance Payment shall be applied to the first 0 and last 0 Rent 0 (C) payment(s). Payment Nos. Lease Rate Factor Rent 1 - 60 0.017300 $3,221.74 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 Agreement between Lessor and Lessee referenced above are made a part of this Schedule. Lessor and Lessee hereby agree to the terms defined above and further agree as set forth herein. 1. ADVANCE PAYMENT: Lessee shall pay to Lessor, upon the execution and delivery of this Schedule, the advance payment set forth above ("Advance Payment") in consideration of the Lessor holding funds available to purchase the Equipment and obtain the Software and as compensation for Lessor's review of Lessee's credit and document preparation. Upon Lessor's acceptance of the Lease, the Advance Payment shall be applied to the payment of Rent as set forth above. Any Advance Payment shall be non- refundable if Lessee fails to timely provide all documentation or satisfy all conditions required by this Lease. 2. PURCHASE PRICE PAYMENTS: Lessee acknowledges that it has signed and received a copy of the Supplier Agreement. If Lessee is required to make payments to Supplier under the Supplier Agreement prior to the Commencement Date ("Purchase Price Payments"), Lessee requests Lessor 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 Payment. Each such price adjustment shall be computed by multiplying the Purchase Price Payment paid by Lessor to Supplier by a rate equal to the "Base Lending Rate" from time to time designated by Citibank N.A., NY, NY in effect on the date Lessor makes the first Purchase Price Payment plus two and one-half percent, divided by 360, and multiplied by the actual number of days elapsed from the date of the Purchase Price Payment to the Commencement Date or, if the Lease does not commence, to the date Lessee refunds the Purchase Price Payments to Lessor in accordance with Section 3. In no event will all or any price adjustment(s) exceed any limits imposed by applicable law. The periodic Rent shall be increased as a result of adding to the Price of the System an amount equal to the total price adjustment(s). 3. ACCEPTANCE: Lessee agrees to accept the System for purposes of this Lease by signing the Acceptance Certificate within ten (10) days after the System has met the accentance crifarin c—ifi-4 it fke A complete description of the System is set forth on the BSFS Equipment Leasing A Division of General Electric Capital Corporation BY If Lessee fails or refuses to sign the Acceptance Certificate within such (10) ten day period, Lessor may declare Lessee's assignments and Lessor's agreement to pay the Price set forth in Section 1 of the Agreement and Section 2 of this Schedule to be null and void ab initio and thereupon the Lease shall terminate. Lessor shall then have no obligations under the Lease and Lessee shall, within ten (10) days of a demand therefore, immediately pay to Lessor all Purchase Price Payments and all price adjustment(s) under Section 2 herein as well as Lessor's out-of-pocket expenses. 4. MAINTENANCE, USE, AND OPERATION: At all times during the Term, at its sole cost and expense, Lessee shall maintain the System in good repair, condition and working order, ordinary wear and tear excepted. Lessee shall use the System and all parts thereof for its designated purpose and in compliance with all applicable laws, shall keep the System in its possession and control and shall not permit the System to be moved from the Installation Site set forth above without Lessor's prior written consent. S. PERSONAL PROPERTY: The System is, and shall at all times remain, personal property even if the Equipment is affixed or attached to real property or any improvements thereon. At Lessor's request, Lessee shall, at no charge, promptly affix to the System any tags, decals, or plates furnished by Lessor indicating Lessor's interest in the System and Lessee shall not permit their removal or concealment. At Lessee's expense, Lessee shall (a) at all times keep the System free and clear of all liens and encumbrances, except those described in Section 6 and those arising through the actions of Lessor, and (b) otherwise cooperate to defend Lessor's interest in the System and to maintain the status of the System and all parts thereof as personal property. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the System from any party having an interest in the real estate or building in which the System is located. Lessor may inspect the System and any related maintenance records at any time during Lessee's normal business hours. 6. TRUE LEASE AND SECURITY INTEREST: If Lessee has selected Purchase Option B, (a) Lessor holds title to the Equipment and the right to use the Software and Lessor shall be entitled to all tax benefits resulting the o (b) Lessee shall have no right, title or interest therein, other than possessi n use as a lessee and non-exclusive sublicensee, and c Lessee and Lessor i n rft and Software Listing attached hereto and made a part hereof. :E Monroe, County of p � w U O� V) BY Q � Authorized Representative PRINT NAME TITLE DATE: PRINT NAME O iu TITLE V DAT < I this Lease to create a true lease and not a security interest, and the provisions of this Section or the filing of any financing statements with respect to this Lease shall not be deemed evidence of any contrary intent but of an attempt to protect Lessor's rights and title. Regardless of the purchase option selected, and without limiting or negating the foregoing sentence, to secure the performance of Lessee's obligations under this Lease including, without limitation, the repayment of any Purchase Price Payments, price adjustments and out-of-pocket expenses under Section 3 above, Lessee hereby grants to Lessor a first priority security interest in Lessee's existing and future right, title and interest in, to and under (i) the System including all additions, attachments, accessions, and leased Modifications and Additions (as defined in Section 7 below) thereto, and replacements therefor, (ii) the applicable Supplier Agreement, and (iii) all products and proceeds of the foregoing including, without limitation, insurance proceeds, rents and all sums due or to become due to Lessee with respect to any of the foregoing, and all monies received in respect thereof. 7. MODIFICATIONS, ADDITIONS AND ALTERATIONS: After the Commencement Date of this Lease and without notice to Lessor, Lessee may, at Lessee's expense, alter or modify any item of Equipment with an upgrade, accessory or any other equipment that meets the specifications of the System's manufacturer for use on or in connection with the System ("Modification") or with Software or other associated items or materials that meet the specifications of such manufacturer and are to be used on or in connection with such System ("Addition"). Any other modification or addition ("Alteration") shall be permitted only upon written notice to Lessor and at Lessee's expense and risk, and any such Alteration shall be removed and the System restored to its normal, unaltered condition at Lessee's expense prior to its return to Lessor. If not removed upon return of the System, any Modification or Addition shall become, without charge, the property of Lessor free and clear of all encumbrances. Restoration will include replacement of any parts removed in connection with the installation of an Alteration, Modification or Addition. Any Equipment or Software installed in connection with warranty or maintenance service or manufacturer's upgrades provided at no charge to Lessee shall be the property of Lessor. ' 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 Lessor's then -current Lease Rate Factor for similar transactions based upon the remaining length of the Tenn. 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. Lessor shall promptly pay to Supplier the appropriate price of the CSO Equipment after the later of (a) the date the CSO Equipment is installed and functioning, or (b) 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 at the time of the CSO. 9. RETURN OF SYSTEM: (a) Upon any termination of this Lease pursuant to the term hereof prior to the end of the Term, (b) at Lessor's request upon the occurrence of an Event of Default, or (c) if Lessee has not exercised its Purchase Option set forth herein at the end of the applicable Term, 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 immediately return the System to Lessor as required, Lessee shall pay to Lessor, on demand, an amount equal to the then -current Rent prorated on a daily basis for each day from and including the termination or expiration date of the Lease through and including the day Lessee ships the System to Lessor in accordance with this Section. Lessee shall pay to Lessor, upon written demand, any amount necessary to place the System in good repair, condition and working order, ordinary wear and tear excepted. 10. PURCHASE OPTION: At the expiration of the Initial Term or any Term, if Lessee has performed all terms and conditions of the Lease, except the return of the System pursuant to Section 9 herein, Lessee shall have the right to purchase all, but not less than all, of the Equipment and all leased Modifications and to receive an assignment of all, but not less than all, non-exclusive sublicenses to use the Software and Additions, if any, for the purchase price described below subject to the following terms and conditions: If Lessee has elected Purchase Option B or C above, Lessee shall provide written notice to Lessor at least six (6) months prior to such purchase that Lessee has elected to exercise its Purchase Option. In any event, upon exercise of its purchase option, Lessee shall purchase the Equipment and all leased Modifications and obtain a non-exclusige sublicense to use the associated Software and Additions AS -IS, WHERE-15, WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN SECTION 9 OF THE AGREEMENT. Lessee also shall be responsible for the payment of any sales tax or other fees in connection with Lessee's exercise of this Purchase Option. The purchase price shall be due and payable to Lessor by Lessee at the expiration of the applicable Term. Upon satisfaction by Lessee of the purchase conditions, Lessor's sole and exclusive obligations under this Purchase Option shall be to deliver to Lessee good title to such Equipment and leased Modifications such as Lessor received from the Supplier, to assign to Lessee a non-exclusive sublicense, as described in the Supplier Agreement, to use the associated Software and Additions, free and clear of all liens, encumbrances and rights of others arising solely out of or created by Lessor's actions. Lessor's assignment of the sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all applicable terms and conditions of the license and/or sublicense set forth in the Supplier Agreement. The purchase price shall be as follows: (a) Purchase Option A. If Lessee has selected Purchase Option A above, the purchase price shall be $1.00. (b) Purchase Option B. If Lessee has selected Purchase Option B above, the purchase price shall be the installed fair market value thereof assuming the System is in good repair, condition and working order, ordinary wear and tear excepted ("FMV"). The FMV shall be determined by Lessor and Lessee. If Lessor and Lessee are unable to agree, the FMV shall be determined by an independent appraiser selected by Lessor and approved by Lessee which approval shall not be unreasonably withheld or delayed. Lessee shall bear the fees of the appraiser. (c) Purchase Option C. If Lessee has selected Purchase Option C, the purchase price shall be the product obtained by multiplying the Price, as it may have been adjusted, by the percent set forth in Option C above. 11. LEASE RATE: By signing a Lease with a Purchase Option A or Purchase Option C, Lessee agrees to pay Rent (consisting of a principal payment for Equipment and, if applicable, Software, maintenance, and/or other costs) based on the Price of such items and a Lease charge derived from an implied interest rate ("Lease Rate"). The Lease Rate, as used to calculate the portion of each monthly Rent payment that constitutes a lease charge, may be determined by applying to the Price, the rate that will amortize such Price (adjusting for any Advance Rent) down to the amount of the Purchase Option at a constant rate over the Initial Tenn by payment of the monthly Rent. The Lease Rate is the constant rate referred to in the preceding sentence. The Lease Rate can also be calculated using the Price as the present value, the Purchase Option as the future value, the Rent as the payment and the stated Tenn. SCHED 3198 © Telecom Financial Services Legai atar Lessor BSFS Equipment Leasing Form of Certificate of Resolutions and Incumbency Lessee Monroe, County of Agreement No./Schedule No. 7206980-001 I, y do hereby certify that I am the duly elected or appointed, qualified, and acting Secretary/Clerk of the -A —+.. Q� M otir-vc. a body corporate and politic and a political subdivision duly orcjbnized and existing under the laws of the State f o r da ("Lessee"), and that the following resolutions have been presented to, and duly adopted by, the Lessee at a meeting convened in accordance with applicable law on the day of ✓✓ and that the following resolutions are in full force and effect on the date hereof, WHEREAS, the governing body of the Lessee has determined that a true and very real need exists for the acquisition of the use of the equipment and associated software licenses (collectively, "System") described in the Master Lease Agreement and related Equipment Schedules thereto between Lessee and Lessor, as each may have been amended (collectively, "Lease") and as described in the contract of purchase ("Supplier Agreement") between the Lessee and / ("Supplier"); and D' WHEREAS, the Lessee has complied with all applicable laws relative to the execution, delivery and performance of the Supplier Agreement and the Lease including, without limitation, laws governing open meetings and bidding requirements. NOW, THEREFORE, BE IT RESOLVED, by the governing body of Lessee that the terms of the Supplier Agreement and the Lease are in the best interests of Lessee for the acquisition of the use of such System and are approved, and the governing body of Lessee designates and confirms that any of the following persons are authorized to (a) execute and deliver the Supplier Agreement and the Lease and any related documents and instruments as may, in their discretion, be necessary or expedient to the consummation of the transactions contemplated by the Supplier Agreement and the Lease, together with any amendments thereto, their execution to be conclusive evidence of Lessee's approval of such amendment(s) and (b) do any and all such acts as may, in their discretion, be necessary or desirable to implement or comply with the intent of this Resolution. Title Title I do further certify that the persons whose names, titles, and signatures appear below are 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 AYuTitle of Officer Signature of Officer 1 j I have duly executed this certificate as the Secretary/Clerk and affixed the seal of the Lessee hereto, if applicable, this _ day of 20 By: (S E A L) Print Name: I/ Date: PLEASE NOTE: 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 (BY THE RED CHECKS) AND SIGN AT THE BOTTOM OF THE CERTIFICATE. BY AS TO i SUFFiCI 3/25/99 S:\Originations\Customer Folders\BellSouth\Monroe, County of\Cert Resol001.D0C J/ c 7 V Paoe 1 of 1 Lessor BSFS Equipment Leasing Equipment and Software Listing Lessee Monroe, County of Agreement No./Schedule No. 7206980-001 Lessor and Lessee agree that the following described Equipment and Software are subject to the Master Lease Agreement and Schedule referenced above. See attachments 3/98 © Telecom Financial Services Legal Staff EQPLSTVA AMENDMENT This Amendment, dated , 2003, shall serve to modify the terms and conditions of the MASTER AGREEMENT FOR PURCHASE OF EQUIPMENT AND/OR SERVICES between BELLSOUTH COMMUNICATION SYSTEMS, LLC ("BellSouth") and MONROE COUNTY, FLORIDA ("Customer") dated 200_, Agreement Number (the "Agreement"), with respect only to Order No. (the "Order"). The parties agree to the following changes to the Agreement with respect to this Order: 1. Customer's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. 2. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 3. BellSouth warrants that it has not employed, retained or otherwise had acted on its behalf any former Customer officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any Customer officer or employee in violation of Section 3 of Ordinance No. 10- 1990. For breach or violation of this provision the Customer may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former Customer officer or employee. Except as specifically modified above, all provisions of the Agreement remain in full force and effect. Monroe County, Florida BellSouth Communication Systems, LLC IM Name: Title: C Name: Title: i/wwb/Agreements/Amendment.Monroe County F7orida.3.27.03.doc Schedule For The Purchase Of BELLSUTH �) V Equipment And/Or Service Customer Name MONROE COUNTY Customer Location 0000037116 0000021 Agreement CPE50416 2798 OVERSEAS HWY City, State, Zip MARATHON, FL 33050 Quote FMMPTKF030207111908 ❑ Refurbished Customer Reference (For Informational Purposes Only) Customer Initials Except As Otherwise Noted Warranty Length Months Type: Pill (FWS� Depot ( D Total Equipment Prina Maintenance Service Type Full=FMS n—^#=n&ec 1 No. of Units/ Station/ D-4. Price Per Unit/ Station/ D-4. I Total Maintenance Prlra 1 OPTION 11C MAIN CABINET AC I X X I 1,508.00 I NONE I 0 I 0.001 0.001 ION 11C SYSTEM CORE 0.00 NONE I 0 I 0.001 0.00 I1 I CARD I I I I I1 I - MAIN CABINET CABLE KIT ( I I 0.00 I NONE I 0 I 0.001 0.00 I1 I ` MAIN/EXPANSION CABINET I I I 0.00 I NONE I 0 I 0.001 0.00 I1 I - AC/DC POWER SUPPLY I I I 0.00 I NONE I 0( 0.001 0.00 41 ANALOG LINE CARD W/MSG X X( 8,120.00 NONE I 16 I 0.001 0.00 WAITING I I I X( X 3,770.00 NONE O 0.001 0.00 I1 I SOOFITWARE PKG (INCR12 0 TN'S) I I I I I 1 OPTION X X 145.00 NONE O I 0.001 0.00 I DISPLAYICUSTOMIZATIONNG I I I I I 2 MULTIPURPOSE DIGITAL 0.00 NONE I 24 I 0.001 0.00 I INTERFACE (TMDI) I I I I 2 " 1.5MB DTI/PRI/TMDI 0.00 NONE 0 0.00 O.00 I I ADMINISTRATION/MAINTENANCE I I I I 2 r:i nnF OPTION 11C TMDI PACKAGE X X 4,640.00 NONE I 0 I 0.001 0.0C 11 I I arESD Rev. 10 Page 1 Except As Otherwise Noted Warranty Length Months Type: Full (FWS) Depot. Type: Total Equipment Prira Maintenance Service Type Full=FMS ne....t-nue No. of Units/ Station/ D-.►. Price Per Unit/ Station/ D-,#. Total Maintenance Prinp 2 * 1.544 MBIT CARRIER CABLE I I 0.00 I NONE ( 0 I 0.001 0.001 I1 I CLOCK CONTROLLER CARD I X I X I 580.00 ( NONE I 0 I 0.001 0.001 1 I ENT.BUS. S/W ADDL.100 TN I X I X I 4,350.00 I NONE ( 0 I 0.001 0.001 1 OPTION 11C EXPANSION CABINET X X 1,044.00 NONE 0 I 0.001 0.00 I I AC I I I I I 1 CABLE-33FT PLASTIC FIBER 0.00 NONE I 0 I 0.001 0.00 (( I I I I 1 I * EXPANSION CAB. CABLE KIT I I I 0.00 I NONE I 0 I 0.001 0.00 I1 I * GROUND BAR I I 0.00 ( NONE ( 0 I 0.001 0.00 1 FIBER RECEIVER CARD (30 0.00 NONE I 0 I 0.001 0.00 I F I I I OPTION 11C-30 FOOT EXPANSION X X 290.00 NONE I 0 I 0.001 0.00 I1 I I I I I FIBER DAUGHTERBOARD (30 X X 580.00 NONE I 0 I 0.00I 0.00 I1 I I I I I I2 I POWER SUPPLY CABLE I X I X I 46.40 I NONE I 0 I 0.001 0.00 1 - MERIDIANRGRATED MEDIA 0.00 NONE 32 1 0.001 0.00 CARD (32I PORT) I I I I I 1 I * 4 PORT SDI CABLE I I I 0.00 I NONE I 0 I 0.001 0.00 1 * SHIELDED 50 PIN KEY 0.00 NONE 0 0.00 O.00 I I TELEPHONE TO DB9 SERIAL+TWIN I I ( I I I 1 FTWr-PNFT An PANEL 0.00 NONE 0 0.001 O.00 I MOUNTING CONNECTOR I I I I I I L DCHI INTERFACE CABLE 0.00 NONE 0 0.001 0.0( I1 I (6 FT) I I I I I I 1 TRUNK HANNEL IP X X 0.00 NONE 0 0.001 0.0( STARTER KIT I I I I I I I I1 I * PC MAINT. CABLE I I I 0.00 I NONE I 0 I 0.001 0.0( I1 I OPTA 1 SYSTEM AMP-100 I X I X I (2,455.79) I NONE I 0 I 0,001 0.0( Page 2 Except As Otherwise Noted Warranty Length Months Type: Full (FWS) Depot. Type: Total . Equipment Primne....a=niutc Maintenance Service Type Full=FMS No. of Units/ Station/ o.,.i� Price Per Unit/ Station/ D^r+. Total Maintenance Priro 1 MERIDIAN EXPRESS MPR05002 I X X I (3,371.93) I NONE I 0 I 0.001 0.001 1 I SEB II, 512K, 2 PORTS, 14.4K BPS I X I X I 1,960.03 I NONE I 0 I 0.001 0.001 1 I PROGRAMMING CHARGES ( X( X( 597.98 I NONE I 0 I 0.001 0.00 1 I " PANASONIC KXP3123 PRINTER I I i 423.71 I NONE I 0( 0.00I 0.00 - ADAPTER SERIAL PTR 2K 142.44 NONE O 0.001 0.00 I1 I USE WlBT 007 KXP-312319 I I I I I I 2 ABLE SEE 34.36 NONE 0 0.001 0.00 (084380 253 CABLE III I I I 1 • MM/OPT 11 DEC TERM 576.52 NONE 0 0.00I 0.00 PKGE.VT520CABLE,F/F GNDR III I I I 1 amnia it nnr. PAPER PIN FEED 80 COL 30.68 NONE 0 0.00I 0.00 I 8.5X 11 I I I I I I 1 ( MTC PKG FOR SL1 W/O MODEM I X I X I 0.00 ( NONE I 0 I 0.001 0.00 LAY SET, GRAY 226.20 NONE 0 0.00I 0.00 I1 I STANDARD SET I I I I I 1 - CABLE CONNECTOR6FEE (16') M/M 63.80 NONE 0 0.00I 0.00 (MALE MALE) I ( I I I I 1 MT.UPS W/EXT. X X 1,596.67 NONE 0 0.00I 0.00 I RUN TIME I I I I I I 2 I BATT. PACK ONXBC-417 I X I X I 1,040.32 ( NONE I 0 I 0.001 0.00 2 CABLE 2 DB15F/RJ48 X X 138.60 NONE 0 0.001 0.00 I MODULAR I I I I I ( I 20 MISC EQUIPMENT - 1/2 X X 0.00 NONE 0 0.00I 0.00 I I HOUR I I I I I I 20 MISC EQUIPMENT -1/2 X X 0.00 NONE 0 0.001 O.00 I HOUR I I I I ( I 75 INSTALL N EQUIPMENT 1121 X X 0.00 NONE 0 0.00I O.00 HOUR PREMIUM I I I I I I I120 ( REUSED WIRING CHARGES I X I X I 0.00 I NONE I 0 I 0.00I O.00 2 ACE W/ X X 1,345.34 NONE 0 0.001 0.0( I POWER SUPPLY I I I I I I arESD Rev. 10 Page 3 arESD Rev. 10 Page 4 Equipment/Services Payment Maintenance Payment Installation $8,429.74 Total Monthly Maintenance Shipping $350.74 Cash ❑ Monthly Char e 9 Customer Initials Excluding Taxes % With Order ❑ Annually Total Price $36,202.81 Total Number 0 % At Delivery ❑ Quarterly ExcludingTaxes oI Monthp (Maintenance ern) Telephone Color % At Cutover Lease (Applies to all telephones unless Customer Initials Estimated otherwise noted in the equipment Maintenance Service Cutover Commencement Date description.) nata Customer Initials Lease ID # Additional equipment may be required to increase line/station size in excess of the equipped capacity as shown above, up to the system's maximum capacity. Exempt ❑ Yes Maintenance Service Electrical Damage Repair ❑ No After Warranty Service for Key Systems Only ❑ Accepted ❑ Accepted ❑ Declined ❑ Declined Tax Exempt Certification Number Customer Initials Customer Initials Persuant to the terms and conditions of the Agreement referenced above. Customer agrees to purchase and BellSouth Connnunicalion Systems,11.,C agrees to provide Equipment and/or Services described in this Order. This Order shall automatically incorporate therein all the terns and conditions ofthe agreement, and any and all terms and conditions on any Customer order fortis, purchase orders or other Customer documents shall be deemed deleted. If Customer elects the "Lease" option and for any reason the lease is not fmalrzed Customer agrees to pay "Cash" per BelLSouth's then standard payment terms for the Equipment and/or services covered by this order. Payment for Installation Services is due upon completion of the Installation Services and invoicing to the Customer. If the Implernentalion of this Order is delayed, by no fault of BellSouth, sixty (60) or more days from the original agreed Implementation date, or if there is no agreed date, for ninety (90) or more days from the acceptance of the Order by BellSouth.. BellSouth will have the following options: (i) revise the Total Equipment Price to reflect then current BellSouth pricing, (ii) require; payment for &Iuiprnent delivered and Services pertomred to that tine, or (ni) cancel the Order and collect reasonable termination charges, including manufacturer's restocking charges plus non -recoverable materials and labor e-pended and lost margin. Customer By BellSouth Communication Systems, LLC By: BellSouth Business Systems, Inc. Accepted by: By Authorized Signature Date Authorized Signature Date Name (Type or Print) Title Name (Type or Print) Title arESD Rev. 10 Page 5 a FMMPTKF030207111908 Schedule For The Purchase Of A BELLSOU t T H CO Equipment And/Or Service Customer Name Customer Location Agreement 0000037116 0000006 CPE50416 88800 OVERSEAS HWY City, State, Zip Quote PLANTATION KEY, FL 33070 FMMPTKF030207113522 ❑ Refurbished Customer Reference (For Informational Purposes Only) Customer Initials Except As Otherwise Noted Warranty Length I\tonths Type: FLdl (FWS) Depot (DWS) Total Equipment Prices Maintenance Service Type Full=FMS n--- #=nRAQ No. of Units/ Station/ 0-4. Price Per Unit/ Station/ D-". I Total Maintenance PrirP 1 ' OPTION 11C SYSTEM CORE I 0.00 I NONE I 0 I 0.001 0.001 CARD I 1 I I 'MAIN CABINET CABLE KIT I I I 0.00 I NONE I 0 ( O.00I 0.00 1 I I ' MAIN/EXPANSION CABINET I I I 0.00 I NONE I O I O.00I 0.00' 1 I ' AC/DC POWER SUPPLY I I I I 0.00 I NONE I 0 I 0.001 0.00 1 I OPTION 11C MAIN CABINET AC I I X I X I 1,586.00 I NONE I 0 I 0.001 0.00 4 ANALOG LINE CARD W/MSG X X 8,540.00 I NONE I 16 I 0.001 0.00 I WAITING I I I 1 OPTION 11C ENTERPRISE X X 3,965.00 NONE 0 I 0.00 I 0.00 I SOFTWARE PKG (INCL 200 TN'S) I I I I I 1 OPTION 11C ELEC BRANDING X X 152.50 NONE I 0 I 0.00 I 0.00 I DISPLAY CUSTOMIZATION I I I I 2 OPTION 11C TMDI PACKAGE X X 4,880.00 I NONE I 0 I 0.001 0.0( I I 1.5MB I I I 2 I ' 1.544 MBIT CARRIER CABLE I I I 0.00 I NONE 0 I 0.001 0.0( 2 ' 1.5MB DTI/PRI/TMDI 0.00 NONE 0 0.00 I 0.0( I I ADMINISTRATION/MAINTENANCE I I I r_i ling= Rev. 10 Page 1 Except As Otherwise Noted Warranty Length Months Type: Full (FWS) Depot. (DWG _ Total Equipment Prir.P Maintenance Service Type Full=FMS n--- #=nuc No. of Units/ Station/ o-t. Price Per Unit/ Station/ 0-+. Total Maintenance Prira 2 ' TI MULTIPURPOSE DIGITAL 0.00 NONE 24 0.001 0.001 INTERFACE (TMDI) I I I ( I 1 I CLOCK CONTROLLER CARD I X I X I 610.00 I NONE I 0( 0.001 0.001 I1 I ENT.BUS. S/W ADDLA00 TN I X I X I 4,575.00 I NONE I 0 I 0.001 0.001 i OPTION 11C EXPANSION CABINET X X( 1,098.00 NONE 0 0.001 0.01 I AC t I I ( I I I 1 I " GROUND BAR I I I 0.00 I NONE ( 0 I 0.001 0.001 I1 I ' EXPANSION CAB. CABLE KIT I I ( 0.00 ( NONE I 0 I 0.001 0.001 1 ' FIBER RECEIVER CARD (30 0.00 NONE 0 0.001 0.00 I FT) I I I I I I 1 ' CABLE-33FT PLASTIC FIBER 0.00 NONE 0 0.00 0.00 I (11E/11C) ( I I 1 OPTION 11C-30 FOOT EXPANSION X X 305.00 NONE 0 0.001 0.00 I1 I ( I I I I I FIBER DAUGHTERBOARD (30 X X 610.00 NONE 0 0.001 0.00 I1 I I I I I I I 2 I POWER SUPPLY CABLE I X I X I 48.80 I NONE I 0 I 0.001 0.00 1(' PC MAINT. CABLE I I I 0.00 I NONE I 0 I 0.001 0.00 1 TRUNK HANNEL IP X X 0.00 NONE 0 0.001 0.00 I STARTER KIT I I I I I I 1 L DCHI INTERFACE CABLE 0.00 NONE 0 0.001 0.00 ((6 FT) I I I I I I 1 PANEL 0.00 NONE 0 0.001 0.00 I MOUNTING CONNECTOR I I I I I I 1 (ELDED 50 PIN KEY 0.00 NONE 0 0.001 0.00 I PHONE TO DB9 SERIAL+TWIN I TELEPHONE LL I I I I I I PNIPT An 1 MERIDIANRGRATED MEDIA 0.00 NONE 32 0.001 0.00 (CARD PORT) I ( I I I I 1 I '4 PORT SDI CABLE I I ( 0.00 I NONE I 0 I 0.001 0.00 1 I OPTA1 SYSTEM AMP-100 I X I X I (2,582.81) ( NONE I 0 I 0.001 0.00 10 Page 2 Except As Othentise Noted Warranty Length Months Type: Fu11(FWS) Depot (DWG Total Equipment Prira Maintenance Service Type Full=FMS ne. m=nuc No. of Units/ Station/ D-4. Price Per Unit/ Station/ D. #. Total Maintenance Prira 1 MERIDIAN EXPRESS MPRO5002 I X X I (3,371.93) I NONE I 0 I 0.001 0.001 1 I SEB II, 512K, 2 PORTS, 14.4K BPS I X I X I 2,061.41 I NONE I 0 I 0.001 0.00 II I -PROGRAMMING CHARGES I X I X I 902.19 I NONE i 0( 0.001 0.00 1 ' PAPER PIN FEED 80 COL 32.27 I NONE I 0 I 0.001 0.00, I 18.5X11 I I I 2 * 15' RS232 M/M CABLE SEE 36.14 NONE I 0 I 0.001 0.00 1084380 25' CABLE I I I I 1 * MM/OPT 11 DEC TERM 606.34 NONE I 0 I 0.001 0.00 I I PKGE.VT520CABLE,F/F GNDR III I 11 I' aninR itnnr. PANASONIC KXP3123 PRINTER I I i 445.63 I NONE I 0 I 0.001 0.00 1 CABLECONNECTOR (16') M/M 67.10 NONE I 0 I 0.001 0.00 I I (MA E) 6 FEET i I I I 1 ( MTC PKG FOR SL1 W/O MODEM I X I X ( 0.00 I NONE I 0 I 0.001 0.00 ADAPTER SERIAL PTR 2K 149.80 NONE i O I 0.001 0.00 I1 SE W/BT0007 KXP 3 2319 I U- I I I I LAY SET, GRAY 237.90 I NONE I 0 I 0.001 0.00 I1 I STANDARD SIFT I I I 2 I BATT. PACK ONXBC-417 I X I X I 1,094.14 i NONE I 0 I 0.001 0.00 1 OR MT.UPS W/EXT. X X 1,679.26 NONE I 0 I 0.001 0.0( I RUN TIME I I I I 2 I T-1/DSL CPE PROTECTOR I X I X I 77.70 I NONE I 0 I 0.001 0.0( INSTALL COMMON EQUIPMENT 112 X X 0.00 NONE i 0 I 0.001 0.0( I96 HOUR PREMIUM I I I I I 20 MISC EQUIPMENT - 1/2 X X 0.00 NONE I 0 I 0.001 0.0( I I HOUR I I I I 2 CABLE 2 DB15F/RJ48 X X 145.78 NONE I 0 I 0.001 0.0( I MODULAR I I I I I 20 MISC EQUIPMENT - 1/2 X X 0.00 NONE I 0 I 0.001 0.01 I I HOUR I I I I 120 I REUSED WIRING CHARGES I I X I X I 0.00 I NONE I 0 I 0.001 0.01 Rev. 10 Page 3 Except As Otherwise Noted Warranty Length Months Type: Full (FWS) Depot . (DWG Total Equipment PrirR Maintenance Service Type Full=FMS ne..n#--naAC No. of Units/ Station/ 0-4. Price Per Unit/ Station/ 0-6. Total Maintenance Prirw 2 ADTRAN T1 ESF CSU ACE W/ X X 1,414.94 NONE 0 0.001 0.001 POWER SUPPLY I I I I I L DCHI INTERFACE CABLE 0.00 NONE 0 0.001 0.001 I2 I (6 FT) I I I ( I I 2( - PC MAINT. CABLE I I I 0.00 I NONE I 0 I 0.001 0.001 2 I ` 4 PORT SDI CABLE I ( I 0.00 ( NONE I 0 I 0.001 0.001 2 MERIDIANI MEDIA 0.00 NONE 32 0.001 0.001 (CARD PORT) I I I I I I 2 PANEL 0.00 NONE 0( 0.001 0.001 I MOUNTING CONNECTOR I I I I I 2 MERIDIAN ITG 2.1 TRUNK -SMALL X X 11,882.80 NONE 0 0.00 0.00 AND LARGE SYSTEMS PACKAGE I I I I I I 2 ' SHIELDED 50 PIN KEY 0.00 NONE 0 0.00 0.00 TELEPHONE TO DB9 SERIAL+TWIN I I I I I ETHERNET An Page 4 Equipment/Services Payment Maintenance Payment Installation $10,175.49 Total Monthly Maintenance Shipping $356.04 Cash ❑Monthly Char 9 e Customer Initials Excluding Taxes % With Order ❑ Annually Total Price $51,780.49 er Total Number 0 c At Delivery /o ❑ Quarterly Excluding Taxes t MO > �2ont Yerm Telephone Color % At Cutover Lease (Applies to all telephones unless Customer Initials Estimated otherwise noted in the equipment Maintenance Service Cutover Commencement Date description.) nntp Customer Initials Lease ID # Additional equipment may be required to increase line/station size in excess of the equipped capacity as shown above, up to the system's maximum capacity. Exempt ❑ Yes Maintenance Service Electrical Damage Repair ❑ No After Warranty Service for Key Systems Only ❑ Accepted ❑ Accepted ❑ Declined ❑ Declined Tax Exempt Certification Number Customer Initials Customer Initials Persuant to the tenors and conditions of the Agreement referenced above. Customer agrees to purchase and BellSouth Communication Systems,11,C agrees to provide Equipment anal/or Services described in this Order. This Order shall automatically incorporate therein all the terms and conditions of the agreement, and any and all terms and conditions on any Customer order forms, purchase orders or other Customer documents shall be deemed deleted. If Customer elects the "..ease" option and for any reason the lease is not finalized Customer agrees to pay "Cash" per BellSouth's then standard payment tears for the Equipment and/or services covered by this order. Payment for Installation Services is due upon completion of the Installation Services and invoicing to the Customer. If the Implementation of this Order is delayed; by no fault of BellSouth, sixty (60) or more days from the original agreed Implementation date, or if there is no agreed date, for ninety (90) or more days from the acceptance of the Order by BellSouth, BellSouth will have the following options: (i) revise the Total Equipment Price to reflect then current BellSouth pricing, (ii) require payment for Equipment delivered and Services performed to that time, or (iii) cancel the Order and collect reasonable termination charges, including rnanufacturer's restocking charges plus non -recoverable materials and labor eNpended and lost margin. Customer By BellSouth Communication Systems, Li_U By: BellSouth Business Systems, Inc. Accepted by: By Authorized Signature Date Authorized Signature Date Name (Type or Print) Title Name (Type or Print) Title 4 ������,���ttstet�ar���t►���r��t�ae�t��'t�n�z�'���.' arESD Rev. 10 Page 5 FMMPTKF030207113522 Schedule For The Purchase Of ,A_ BELLSOUTH,,, Equipment And/Or Service Customer Name MONROE CTY BOARD NEW Customer Location 0000037116 0000058 Agreement CPE50416 1100 SIMONTON STREET ATTENTION LISA DRUCKEMILL City, State, Zip KEY WEST, FL 33040 Quote FNMKZWCO21028134352 ❑ Refurbished Customer Reference (For Informational Purposes Only) Customer Initials Except As Otherwise Noted Warranty Length Months Type: Pill (FWS� Depot Type: Total Equipment Prirn Maintenance Service Type FuIi=FMS ne....r_nuc No. of Units/ Station/ 0—#. Price Per Unit/ Station/ D—t. Total Maintenance Price 2 68060 ENHANCED 128MB CALL X X 13,110.00 NONE 0 0.001 0.001 PROCESSOR I i I 1 I CD-ROM MEDIA REQUEST I X I X I 0.00 I NONE I 0 I 0.001 0.001 12 I PRI/DTI TO CLK CONTR CBL I X I X I 51.30 I NONE I 0 I 0.001 0.00 3 I SL-1 TAPE PREP CHG I X I X I 2,351.94 I NONE i 0( 0.001 0.00 100 N EQUIPMENT 1121 INSTALL COMMON X X 0.00 NONE 0 0.001 0.00 I I OUR I I I I I I2 I DUAL PORT DTI/PRI PACKAGE I X i X I 13,680.00 I NONE i 48 ( 0.001 0.00 I4 I - DTI/PRI/1/O TO MDF CABLE 50 FT I I I 0.00 I NONE I 0 i 0.001 0.00 I2 I ` DUAL PORT DTI/PRI (DDP) CARD I I I 0.00 I NONE I 48 I 0.001 0.00 2 I " MERA TRUNK T/R CABLE 8FT ( I I 0.00 ( NONE I 0 I 0.001 0.00 4 I DDP TO CLOCK CBL. 14 FT I X I X I 171.00 I NONE I 0 I 0.001 0.00 11 QUAD SDI PADDLE BOARD I X I X I 1,624.50 I NONE I 0 I 0.001 0.00 UNA ttI1�1G54',iQ4iRGtt[1,`^�!`; arESD Rev. 10 Page 1 Except As Otherwise Noted Warranty Length Months Type: Full (FWS) Depot Type: - Total Equipment Prir.P Maintenance Service Type Full=FMS ne. #=nruc No. of Units/ Station/ D-,*. Price Per Unit/ Station/ D-0. Total Maintenance Prir.P 4 SDI PDLBRD TO 110 CABLE ( X X I 205.20 I NONE I 0 I 0.001 0.001 1 I MAT DATA BUFFERING 11 ACCESS I X I X I 855.00 I NONE I 0 I 0.001 0.001 I1( CARD M P SERIAL DATA I X I X I 2,565.00 I NONE I 0 I 0.001 0.001 2 I DOWNLOADABLE DCHI FOR DDP I X I X I 2,565.00 I NONE I 0 I 0.001 0.00 3 ACE W/ X( X 1,983.21 NONE 0( 0.001 0.00 I I POWER SUPPLY I I I I 20 MISC EQUIPMENT - 1/2 X X 0.00 NONE 0 I 0.001 0.00 IINSTALL I UR I I I I I 1 I FAST TONE AND DIGIT SW I X I X I 0.00 I NONE I 0 I 0.001 0.00 5 I NETWORKING SOFTWARE I X I X I 3,562.50 I NONE I 0 I 0.001 0.00' 5 I ISDN NETWORKING - 25.40 I X I X I 6,412.50 I NONE I 0 I 0.1 0.00 5( PRIVATE ISDN NETWORKING I X I X ( 1,425.00 I NONE I 0 I 0.001 0.00 I5 I PUBLIC ISDN ACCESS I X I X I 2,280.00 I NONE I 0( 0.001 0.00 I3 I IN-HOUSE CONVERSION FEE I X I X I 2,275.95 I NONE I 0 I 0.001 0.00 I1(* PC MAINT. CABLE I I I 0.00 I NONE I 0 I 0.001 0.00 1(* 4 PORT SDI CABLE I I I 0.00 I NONE I 0 I 0.001 0.00 1 MERIDIANRGRATED MEDIA 0.00 NONE 32 0.001 0.00 I CARD PORT) I I I I I I 1 * SHIELDED 50 PIN KEY 0.00 NONE 0 0.001 0.0C TELEPHONE TO D139 SERIAL+TWIN I I ( I ( ( I 1 FTHFRNFT An PANEL 0.00 NONE O 0.001 O.00 I MOUNTING CONNECTOR I I I I I I TUNK HANNEL IP X X( 0.00 NONE 0 0.001 0.0( I1 STARTER/D- I I I I I I 1 L DCHI INTERFACE CABLE 0.00 NONE 0 0.001 0.0( I (6 FT) I I I I ( I cte drd ° dty t to i t � tt�t �icR1 499t tindc Ovarian :. arESD Rev. 10 Page 2 Except As Otherwise Noted Warranty Length Months Type: Full (FWS) Depot Maintenance No. of Price Per (DWS) Total Service Type Units/ Unit/ Total Equipment Full=FMS Station/ Station/ Maintenance Prir.P n.--+--niuc o-.4. D-4. Pricn 1 COLUMN SPACER KIT 2.751N. I I I X X I I 199.50 I I I NONE I 0 ( I 0.001 I 0.001 I I 10 Page 3 Equipment/Services Payment Maintenance Payment Installation $6,412.96 Total Monthly Maintenance Shipping $146.00 Cash ❑Monthly Charge 9 Customer Initials Excluding Taxes • With Order ❑ Annually Total Price $61.876.56 Total Number 0 % At Delivery ❑ Quarterly Excludin Taxes of Month (Maintenance erm) Telephone Color % At Cutover Lease (Applies to all telephones unless Customer Initials Estimated Maintenance Service otherwise noted in the equipment Cutover Commencement Date description.) data Customer Initials Lease ID # Additional equipment may be required to increase line/station size in excess of the equipped capacity as shown above. up to the system's maximum capacity. Exempt ❑ Yes Maintenance Service Electrical Damage Repair ❑ No After Warranty Service for Key Systems Only ❑ Accepted ❑ Accepted ❑ Declined ❑ Declined Tax Exempt Certification Number Customer Initials Customer Initials Persuant to the terms and conditions of the Agreement referenced above, Customer agrees to purchase and BellSouth Communication Systems, L -)C agrees to provide Equipment and/or Services described in this Order. This Order shall automatically incorporate therein all the terns and conditions of the agreement, and any and all temis and conditions on any Customer order forms, purchase orders or other Customer documents shall be deemed deleted. If Customer elects the "Lease" option and for any reason the lease is not finalized Customer agrees to pay "Cash" per BellSouth's then standard payment temrs for the Equipment and/or services covered by this order. Payment for Installation Services is due upon completion of the Installation Services and invoicing to the Customer. If the Implementation of this Order is delayed, by no fault of BellSouth, siAv (60) or more days from the original agreed Implementation date, or if there is no agreed date, for ninety (90) or more days from the acceptance of the Order by BellSouth, BellSouth will have the following options: (i) revise the Total Equipment Price to reflect then current BellSouth pricing, (ii) require payment for Equipment delivered and Services performed to that time, or (iii) cancel the Order and collect reasonable tennination charges, including manufacturer's restocking charges plus non-recovetable materials and labor upended and lost margin. Customer By Authorized Signature Name (Type or Print) ,APPROVED A,) C) FORM ,Nra—L-FGAL S0FFIoW—Y. B tieiiboutn Vommunicauon aySTeM5, L-Lk, By: BellSouth Business Systems, Inc. Accepted by: By Date Authorized Signature Title Name (Type or Print) 10 Page 4 Date Title FNMKZWCO21028134352 Schedule For The Purchase. Of f(ABELLSOUTH Equipment And/Or Service Customer Name MONROE CTY BRD OF CTY COM Customer Location 0000037116 0000012 Agreement CPE50416 490 63RD STREET, OCEAN City, State, Zip MARATHON, FL 33050 Quote FMMPTKF030210142111 ❑ Refurbished Customer Reference (For Informational Purposes Only) Customer Initials Except As Otherwise Noted Warranty I..ength Months Type: Ftdl (FWS) Depot (DWS) Total Equipment Prira Maintenance Service Type Full=FMS ne.,..#.--nu¢ No. of Units/ Station/ 0, 6. Price Per Unit/ Station/ D-+a Total Maintenance PrirP 1 OPTION 11C MAIN CABINET AC I X X I 1,508.00 ( NONE ( 0 I 0.001 0.001 1 -OPTION 11C SYSTEM CORE 0.00 NONE 0 0.001 0.001 I CARD I I I I I I 1 I ' MAIN CABINET CABLE KIT I I I 0.00 I NONE I 0 I 0.001 0.001 I1 I ` MAIN/EXPANSION CABINET I ( I 0.00 I NONE I 0 I 0.001 0.00 I 1 I " AC/DC POWER SUPPLY I I I 0.00 I NONE I 0 I 0.001 0.00 1 I DIGITAL LINE CARD (DLC) I X I X I 2,030.00 I NONE I 16 I 0.001 0.00 3 ANALOG LINE CARD W/MSG X X 6,090.00 NONE 16 0.001 0.00 WAITING I I I I I ( I OPTION 11 EN RPRISENCL X X 3,770.00 NONE 0 0.001 0.00 I1 SOFTWARI TN I I I I ( I I 1 I DISA S/W - OPT.11C REL.22 I X I X I 0.00 I NONE I 0 I 0.001 0.00 11 OPTION 1 IC LEC BRANDING RA D NG X X 145.00 NONE 0 I 0.001 0.00 DISPLAY ( I I I j 21 OPTIOON 11C TMDI PACKAGE X X 4,640.00 NONE 0 0.001 0.00 I I I j I /V ' ��gtest` et�ntxarlSodictxneY wrrantys arESD Rev. 10 Page e1 Except As Otherwise Noted Warranty Length Months Type: Full (FWS) Depot (DWG Total Equipment Prir.P Maintenance Service Type Full=FMS n--- *=niuc No. of Units/ Station/ o-4. Price Per Unit/ Station/ D-4. Total Maintenance PrIrA 2 ' 1.544 MBIT CARRIER CABLE I I 0.00 I NONE I 0 I 0.00I 0.00I 2 ' 1.5MB DTI/PRI(FMDI 0.00 NONE 0 0.00I 0.001 I ADMINISTRATION/MAINTENANCE ( I ( I I I 2 rl nnF DIGITAL 0.00 NONE 24 0.00I 0.00 I INTl TERFACE (RPOSE III I ( I 1 I CLOCK CONTROLLER CARD I X I X I 580.00 I NONE I 0 I 0.001 0.00 II I ENT.BUS. S/W ADDL.100 TN I X I X I 4,350.00 ( NONE I 0 I 0.001 0.00 1 OPTION 11C EXPANSION CABINET X X 1,044.00 NONE 0 I 0.001 0.00 I AC I I I ( i I OPTION 11C-30 FOOT EXPANSION X X 290.00 NONE 0 I 0.001 0.00 I I KIT I I I I i CABLE-33FT PLASTIC FIBER 0.00 NONE 0 I 0.00I 0.00 11 I ( III ( I FIBER RECEIVER CARD (30 0.00 NONE 0 I 0.001 0.00 11 I I I I I I 1 ( ' EXPANSION CAB. CABLE KIT I I I 0.00 I NONE I 0 I 0.00I 0.00 1 I' GROUND BAR I ( I 0.00 I NONE I 0 I 0.00I 0.00 FIBER DAUGHTERBOARD (30 X X 580.00 NONE 0 0.001 0.00 II I I I I I I I 2 I POWER SUPPLY CABLE I X I X I 46.40 I NONE I 0 I 0.00I 0.00 11 I' PC MAINT. CABLE I I I 0.00 I NONE I 01 0.00I 0.00 11 I ' 4 PORT SDI CABLE I I I 0.00 I NONE I 0 I 0.00I O.00 1 INTERGRATED MEDIA 0.00 NONE 32 0.00I O.00 I CARDMERIDIAN I I I I I I I 1 ' SHIELDED 50 PIN KEY 0.00 NONE 0 0.00 0.0C TELEPHONE TO DB9 SERIAL+TWIN I I I I I I 1 FTHFR I T An MSDL DCHI INTERFACE CABLE 0.00 NONE 0 0.00I 0.0( I (6 FT) I I I I I I PANEL 0.00 NONE O 0.001 0.0( I1 I MOUNTING CONNECTOR III I I I rye+ tss [�tOFEI}i�t?�i�nitY�i- 4' k arESD Rev. 10 Page 2 Except As Otherwise Noted Warranty Length Months Type: Fidl (F�VS) Depoc. - (DWG Total Equipment Prira Maintenance Service Type Full=FMS n-m-nuc No. of Units/ Station/ c-#- Price Per Unit! Station/ 0-6. Total Maintenance Prira 1 TRUNK W/D-CHANNEL IP X X 0.00 I NONE I 0 I 0.001 0.001 STARTER KIT I I 1 I OPTA 1 SYSTEM AMP-100 I X I X I (2,455.79) I NONE I 0 I 0.001 0.00 1 I I MERIDIAN EXPRESS MPR05002 I X I X I (3,371.93) I NONE I 0 I 0.001 0.00 1 I I SEB 11, 512K, 2 PORTS, 14.4K BPS ( X I X I 1,960.03 I NONE I 0 ( 0.001 0.00 1 I PROGRAMMING CHARGES I X I X I 597.98 I NONE I 0 I 0.001 0.00 1 - ADAPTER SERIAL PTR 2K 142.44 NONE I O I 0.001 0.00 I I USE W/BT 007 KXP-312319 I I I I 1 ` M2008HF DISPLAY SET, GRAY 226.20 I NONE I 0 I 0.001 0.00 I I STANDARD SET I I I 1 CABLECO) (16') M/M 63.80 I NONE I 0 I 0.001 0.00 I I (MA 6 FEET I I I 1 ' PAPER PIN FEED 80 COL 30.68 I NONE I 0 I 0.001 0.00 I 18.5X11 I I I 2 ' 15' RS232 M/M CABLE SEE 34.36 NONE I 0 I 0.001 0.00 I 1084380 25' CABLE I, I I I 1 MM/OPT 11 DEC TERM 576.52 NONE I 0 I 0.001 O.OQ I F GNDR I I I I I I1 RmnR nn I Rn PANASONIC KXP3123 PRINTER I I I 423.71 ( NONE I 0 I 0.001 0.0( 1 I I MTC PKG FOR SL1 W/O MODEM I X I X I 0.00 I NONE I 0 I 0.001 0.0( CABLEOR (16') M/M X X 63.80 NONE I 0 I 0.001 0.0( I1 (MALE/MALE) I I I I I 1 PIN FEED 80 COL X X 30.68 NONE I 0 I 0.001 0.0( I 18P 5XER I I I I I1 I T-1/DSL CPE PROTECTOR I X I X I 36.94 I NONE I 0 I 0.001 0.01 I100 I REUSED WIRING CHARGES I X I X I 0.00 I NONE I 0 I 0.001 0.01 2 MT.UPS W/EXT. X X 3.193.34 NONE I 0 I 0.001 0.0 I I RUN TIMEFLOOR I I I I 2� BATT. PACK ONXBC-417 I X I X I 1,040.32 I NONE I 0 I 0.001 0.0 arESD Rev. 10 Page 3 Except As Otherwise Noted Warranty Length Months TType: Full (FVVS) I).epot. - ype: Total Equipment Priro Maintenance Service Type Full=FMS n---+--neAC No. of Units/ Station/ D—f. Price Per Unit/ Station/ 0-,+. Total Maintenance Prirw 2 CABLE 20' SHLD DB15F/RJ48 X X 138.60 NONE 0 0.001 0.001 MODULAR I I I I I 20 MISC EQUIPMENT - 1/2 X X 0.00 NONE 0 0.001 0.001 I I HOUR I I I I I I 20 MISC EQUIPMENT - 1/2 X X 0.00 NONE 01 0.001 0.001 I I HOUR I I I I I 75 INSTALL COMM N EQUIPMENT 1121 X X 0.00 NONE 0 0.001 0.001 I I HOUR I I I I I I I I I I Exte�dn�e reedhtz,►a►tttamt�napcertrmtt�rproduciundrwt�r arESD Rev. 10 Page 4 Equipment/Services Payment Maintenance Payment Installation $8,163.51 Total Monthly Cash Maintenance ❑ Monthly Shipping $399.51 Charge Customer Initials Excluding Taxes • With Order ❑ Annually Total Price $36,368.10 Total Number 0 • At Delivery ❑ Quarterly ExcludingTaxes r mtena�nce%. ( 1 Telephone Color % At Cutover Lease Customer Initials (Applies to all telephones unless Maintenance Service Estimated otherwise noted in the equipment Cutover Commencement Date description.) nafa Lease ID # Customer Initials Additional equipment may be required to increase line/station size in excess of the equipped capacity as shown above, up to the system's maximum capacity. Exempt ❑ Yes Maintenance Service Electrical Damage Repair ❑ No After Warranty Service for Key Systems Only ❑ Accepted ❑ Accepted ❑ Declined ❑ Declined Tax Exempt Certification Number Customer Initials Customer Initials Persuant to the terms and conditions of the Agreement referenced above, Customer agrees to purchase and BellSouth Communication Systems, U.,C agrees to provide Equipment and/or Services described in this Older. This Order shall automatically incorporate therein all the terms and conditions of the agreement, and any and all terms and conditions on any Customer order forms, purchase orders or other Customer documents shall be deemed deleted. If Customer elects the "Lease" option and for any reason the lease is not finalized Customer agrees to pay "Cash" per BellSouth's then standard payment terms for the Equipment and/or services covered by this order. Payment for Installation Services is due upon completion of the Installation Services and invoicing to the Customer. If the Implementation of this Order is delayed, by no fault of BellSouth, sixty (60) or more days from the original agreed Implementation date, or if there is no agreed date, for ninety (90) or more days from the acceptance of the Order by BellSouth, BellSouth will have the following options: (i) revise the Total Equipment Price to reflect then current BellSouth pricing, (ii) require payment for Equipment delivered and Services performed to that time, or (iii) cancel the Order and collect reasonable termination charges, including manufacturer's restocking charges plus non -recoverable materials and labor e. ended and lost margin. Customer By Authorized Signature Name (Type or Print) pAr'7ROV D AS TO FORM N' Qi SJF- I N by '3 t 3 arESD Rev. 10 BellSouth Communication Systems, LLC By: BellSouth Business Systems, Inc. Accepted by: By Date Authorized Signature Title Name (Type or Print) Page 5 Date Title FMM PTKF030210142111 Lessor BSFS Equipment Leasing Agreement Addendum Lessee Monroe, County of Agreement No./Schedule No. 7206980-001 Contemporaneously with entering into the Schedule to the Agreement referenced above, Lessee and Lessor agree to the following changes to the Agreement only with respect to the Schedule: 3. Rent and Payment. The second sentence 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 Monroe, County of A Division of General Electric Capital Corporation BY BY Authorized Representative PRINT NAM Authorized Representative PRINT NAME TITLE DATE TITLE V/ DAT sYYRGvED AS Iv i'Vltm © Telecom Financial Services Legal Staff a,Y;J AL SUF C MT 11/1/99 SAOriginations\Customer Folders\BellSouthVAonroe, County oflCore 001.doc Lessor BSFS Equipment Leasing Lessee Monroe, County of Florida SLG Addendum Agreement No. 7206980 Contemporaneously with entering into the Master Lease Agreement referenced above, Lessee and Lessor agree as follows: 1. Section 12. INDEMNITY: The words "To the maximum extent permitted by applicable law," are added as the first words of Section 12. 2. Section 13. TAX INDEMNITY: The words "to the maximum extent permitted by applicable law," are added after the parenthetical "(a "Loss")," in the second sentence of Section 13. 3. Section 15. REMEDIES: Notwithstanding anything to the contrary contained in Section 15, upon the occurrence of an Event of Default, Lessor may recover from Lessee all Rent and other amounts to become due by acceleration or otherwise only to the extent permitted by applicable law and only from legally available funds. 4. Section 17. ORGANIZATION AND AUTHORITY: The title and text of Section 17 are deleted and the following substituted in lieu thereof: "SPECIAL REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee represents and warrants to Lessor that as of the date of, and throughout the Term of, each Lease as follows: (a) Lessee is a State or a political subdivision of the State in which it is located. Lessee is duly organized and existing under the Constitution and laws of such State, and is duly authorized to enter into and to carry out its obligations under the Lease, and any other documents required to be delivered in connection with the Lease (collectively, "Documents"). (b) The Documents have been authorized, executed and delivered by Lessee in accordance with all applicable laws, rules, ordinances and regulations including, without limitation, those governing open meetings, public bidding and appropriations required in connection with the Lease. The person(s) signing the Documents on Lessee's behalf have the authority to do so, are acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signatures, each of which are genuine. The Documents are valid, legal, binding agreements, enforceable in accordance with their terms. (c) The use of the System is essential to the proper, efficient and economic functioning of Lessee. The System will be used during the Term of the Lease only by Lessee and only to perform such function. (d) No provision of the Lease constitutes a pledge of the tax or general revenues of Lessee, and any provision which is so construed by a court of competent jurisdiction is void from the inception of the Lease. (e) All payments due under the Lease for the current fiscal period of Lessee are within the fiscal budget for such year, are included within an unrestricted and unencumbered appropriation currently available for the lease of the System and are not in contravention of any applicable limitation of indebtedness. BSFS Equipment Leasing BY PRINT NAME TITLE Authorized Representative DATE 0- Monroe, County of < Z6 0- 0 nrl BY ;/ CL tl Authorized Representative PRINT NAIyIE TITLE �/ DATE 415/99 SAOriginations\Customer Folders\BellSouth\Monroe, County of\SLG Addend001.doc Page 1 of 2 Lessor BSFS Equipment Leasing Lessee Monroe, County of Florida SLG Addendum Agreement No. 7206980 (continued) Lessee will take all necessary action to include in its annual budget any funds required to fulfill its obligations for each fiscal year of Lessee during the Term of the Lease. (f) The financial statements, certificates or summaries relating to Lessee's financial condition, fiscal budget of the assessment and collection of taxes delivered by Lessee to Lessor fairly present the activity and position of Lessee as of the stated date(s) and period(s). Since the date of the most recently delivered certificate or summary, there has been no material change in the budget of, and no material adverse change in the financial condition of Lessee. (g) No event which would be defined as a nonappropriation herein has occurred nor is it presently known that any such event will occur under any lease or contract by which Lessee is bound. (h) If requested by Lessor, Lessee will execute and deliver to Lessor in connection with each Lease, a Certificate of Resolutions and Incumbency and/or an Opinion of Counsel in form and substance satisfactory to Lessor." 5. Section 19. JURISDICTION AND GOVERNING LAW: The title and text of Section 19 are deleted and the following substituted in lieu thereof: "GOVERNING LAW. EACH LEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA." 6. The following two new additional Sections are added to the Agreement: "NONAPPROPRIATION: In the event, notwithstanding Lessee's best efforts and exhaustion of all available administrative appeals, Lessee is not allotted funds for a fiscal period and Lessee has no other funds from non -ad valorem sources legally available to be allocated line item to the payment of its obligations under a Lease, Lessee may terminate the Lease effective on the first day of such fiscal period ("Termination Date"), if Lessor has received written notice from Lessee at least thirty (30) days before the Termination Date. At Lessor's request, Lessee shall promptly provide supplemental documentation as to such nonappropriation. Upon the occurrence of such nonappropriation, Lessee shall not be obligated for payment of any Rent for any fiscal period for which funds have not been so appropriated, and Lessee shall deliver the System to Lessor in accordance with Section 9 of the applicable Schedule. Lessor acknowledges that Rent is payable from sources other than ad valorem taxes. LIMITATIONS:. The parties intend that the collection of any damages, the exercise of any remedy, the enforceability of any indemnity, and any requirements of Lessee relative to nonappropriation set forth in a Lease are subject to any limitations imposed by applicable law." 4/5/99 Page 2 of 2 SAOriginations\Customer Folders\BellSouthWlonroe, County of\SLG Addend001.doc r Lessor BSFS Equipment Leasing I Lessee Monroe, County of Installation Site Addendum Agreement No./Schedule No. 7206980-001 Contemporaneously with entering into the Schedule to the Master Lease Agreement referenced above, Lessor and Lessee agree that the System described on the Schedule is located at the following Installation Sites: Street City County/Province State/Country Zip Code 490 63rd Street, Ocean Marathon Monroe FL 33050 2798 Overseas Highway Marathon Monroe FL 33050 88800 Overseas Highway Plantation Key Monroe FL 33070 1100 Simonton Street Key West Monroe FL 33040 BSFS Equipment Leasing Monroe, County of BY BY Authorized Representative Authorized Representative PRINT NAME PRINT NAME TITLE DATE TITLE V DATE 3/98 ©Telecom Financial Services Legal Staff PP [7 AS T0 I' R Page 1 S:\Originations\Customer Folders\BellSouth\Monroe County of\INSTALL001.doc '�N L SUFFi g BY Lessor BSFS Equipment Leasing Lessee Monroe, County of Lease Rate Factor Addendum Agreement No./Schedule No. 7206980-001 Contemporaneously with entering into the Schedule to the Master Lease Agreement referenced above, Lessor and Lessee hereby agree that the fourth sentence of the second paragraph of Section 3 of the Agreement, only with respect to the Schedule, is deleted and the following substituted in lieu thereof: The Lease Rate Factor of 0.01730000 quoted by Lessor on 3/4/2003 ("Quote Date") shall be increased or decreased based upon changes from the Quote Date until the Commencement Date in five year Treasury Constant Maturities' yield ("Yield") as reported by the Federal Reserve Statistical Release (H.15 Report). For each 25 basis points of increase or decrease (rounded downward to the nearest whole 25 basis point increment or decrement) in the Yield, the Lease Rate Factor shall be increased or decreased, respectively by 0.000108. This adjusted Lease Rate Factor shall be the Lease Rate Factor used to determine the Rent relative to the Schedule, unless the Commencement Date occurs after 9/4/2003, in which event Lessor's then -current Lease Rate Factor for similar transactions shall be used to determine the Rent. Lessee authorizes Lessor to adjust the Rent, if required. BSFS Equipment Leasing A Division of General Electric Capital Corporation BY Authorized Representative PRINT NAME TITLE 3/98 © Telecom Financial Services Legal Staff LRFAQUOTE DATE Monroe, County of BY Authorized Representative PRINT N7E TITLE DATE APPROVED AS T t c� "T At\i7 LEG. AL SUFF= �� BSFS Equipment Leasing 501 Corporate Centre Drive, Suite 600 Franklin, TN 37067 1-800-451-6534 3/14/2003 RE: Required Insurance Coverage Monroe, County of Agreement No./Schedule No. 7206980-001 Dear Ms Druckemiller: Under the terms of the Lease referenced above, insurance covering the System is required in the amounts and specifics as outlined below: Insurance All Risk Property Insurance General Liability Bodily Injury Property Damage OR Combined single limit (for bodily injury and property damage) Amount Replacement Cost of System $1 Million per Occurrence $1 Million per Occurrence $2 Million per Occurrence Lessor 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 4333 Edgewood Road, Suite 400 Cedar Rapids, IA 52499 Thank you for your prompt attention to this matter. Sincerely, BSFS Equipment Leasing 3/98 © Telecom Financial Services Legal Staff INSLTR Lessor BSFS Equipment Leasing Sales/Property Tax & Billing Address Verification Lessee Monroe, County of Agreement No. / Federal Tax ID No. Schedule No. 7206980-001 (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 complete the answers. Information on docs correct? Billing Address: ❑ Yes ❑ No Billing Contact Name: Phone Number: Information on docs correct? System Installation Location: ❑ Yes ❑ No Township (if other than city): County: Purchase Order No. (Enclose Copy): Start Date: Expiration Date: Please indicate your sales tax status below. The equipment is exempt from sales tax. 0 Yes ❑ No If the above answer is no, please sign below and return with the lease documents. If the above answer is yes, attach the appropriate exemption certificate. (Note: Certificates are required for all states in which the system is located.) Executed certificates (or letter, if government agency) must be submitted with signed lease documents, otherwise we will be required to bill you for applicable taxes. Preparer: -,/ Date Prepared: 9198 © Telecom Financial Services Legal Staff TAXVERI Lessor BSFS Equipment Leasing Lessee Monroe, County of This Acceptance Certificate is made with respect referenced above. Capitalized terms used herein shall Agreement and the Schedule. Acceptance Certificate Agreement No./Schedule No. 7206980-001 to that Master Lease Agreement and Schedule have the same meanings assigned to them in the On behalf of Lessee, I hereby certify that all of the System described in the Schedule to the Agreement has been delivered to and received by the Lessee. The System has been examined by the Lessee and is in good operating order and condition and is satisfactory to the Lessee. Therefore, the System is irrevocably accepted by the Lessee for all purposes under the Lease as of the following date: (insert Date otAcceptance) Monroe, County of BY Authorized Representative PRINT NAME TITLE DATE NOTE: When you are ready to accept your System, Please sign this form and then Fax to: (800).442-2696— AND ) q -7'�G, Mail to: 501 Corporate Centre Drive Suite 600 Frankiin, TN 37067 Attention: Funding/Booking 3/98 ® Telecom Financial Services Legal Staff ACCEPT ® BELLSOUTH ADDENDUM 1 This Addendum 1("Addendum") to the Master Agreement Number CPE50416 ("Agreement") is made by and between BellSouth Communication Systems, LLC ("BellSouth"), with corporate offices at 1936 Blue Hills Drive, Roanoke, Virginia 24012, a Georgia limited liability company and Monroe County Board Of County Commission (Monroe County) with main offices located at 1200 Truman Avenue, Suite 211, Key West, FL 33040. This Addendum becomes effective as of the last signature date set forth below (the "Addendum Effective Date"). Except as specifically stated below, all terms and conditions of the Agreement remain in full force and effect. BellSouth and Monroe County Board Of County Commission hereby agree as follows: 1. BellSouth will provide 20% discount on all future purchases of Nortel PBX hardware upgrades, and free base software upgrades to the existing PBX systems for the five-year duration of the Dedicated Technician Maintenance as described on Order Number 51582473. 2. BellSouth may increase the annual rate of maintenance by 3 percent or CPI, which ever is greater on the anniversary date of this contract. Additionally, BellSouth may adjust the material billing due to changes in port count and peripheral equipment on the anniversary date. This adjustment may result in either an increase or a decrease in maintenance billing. IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the Addendum Effective Date. By: Name: Title: Date: Monroe County BellSouth Communication Systems, LLC M ,AL SUF By: Name: Title: Date: BellSouth Proprietary Document Not for disclosure without prior written permission