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Agreement No. 7281192 02/18/2004cleltdne CircukCouff Danny L. Kolhage Office (305) 292-3550 Fax (306) 295.3663 J / 'J I • i /l 'J I 3I+ / Attn: Lisa Druckemiller From: Isabel C. DeSantis, Deputy Clerk Date: Monday, March o1, 2o04 At the BOCC Meeting on February 18, 2004, the following was approved: Acceptance of Staff recommendation for award of bid to BellSouth and BellSouth Financial Services for Maintenance of Existing Northern Telecom Systems and Dedicated Technician, Upgrades and Additions to existing Northern Telecom SL 1 Systems; and adoption of Resolution No. 096-2004 concerning the acquisition of communications equipment and related software; execution of related documents necessary or expedient to the consummation of the transactions contemplated by the Supplier Agreement and the Lease, together with any amendment thereto, their execution to be conclusive evidence of Lessee's approval of such amendment(s). Attached hereto is a certified copy of the subject Resolution and duplicate originals of the above documents for your handling. Copies: Finance County Attorney File Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Master Lease/Purchase Agreement Lessee Monroe County Board of County Commissioners Address 500 Whitehead Street City Key West County State FL TERMS AND CONDITIONS The Reverse side contains Terms and Conditions which are also a 1. LEASE: Lessor shall purchase and lease to Lessee the equipment and associated items ("Equipment") that shall be described in any Equipment Schedule ("Schedule") which is executed from time to time by Lessor and Lessee and makes reference to this Agreement. This Agreement shall te incorporated into each Schedule. When computer programs and related documentation ("Software") are furnished with the Equipment, and a non-exclusive license and/or sublicense is granted to Lessee in an agreement ("Supplier Agreement") with the suppliers ("Supplier") identified on the Schedule. to the extent permitted, Lessor 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 thereof (collectively, "System"). Any reference to "Lease" shall mean this Agreement, the Schedule, the Consent of Supplier, if applicable, the Acceptalce Certificate, Annexes A through D, and any riders, amendments and addenda thereto, and other documents as may from time to time be made a part hereof. As conditions precedent to Lesso(s obligation to purchase any Equipment, not later than the Commitment Date as set forth on the applicable Schedule, (a) Lessee and Lessor shall execute this Agreement, a Schedule and other documentation contemplated herein including, but not limited to, Certificates of Resolution, Incumbency and as to Non- Arbitrage and Essential Use and an Opinion of Counsel in the form of Annexes A through D, respectively, attached hereto and incorporated into each Lease, and (b) there shall have been no material adverse change in Lessee's financial condition. Upon Lessor's execution of !he Schedule, Lessee assigns to Lessor its rights to receive title to the Equipment and any non-exclusive sublicense to use the Software as of the date the System is delivered to the location shown on the applicable Schedule ("Installation Site") and delegates to Lessor its duty to pay to the Supplier the Price (as defined in Section 3 below) for the System under the Supplier Agreement. but delegates no other right. interest or obligation thereunder, all of which are retained by Lessee. 2. TERM: The lease term for each Schedule shall commence on the date of execution of an Acceptance Certificate pursuant to Section 3 of the Schedule ("Commencement Date") and, unless earlier terminated as provided for in the Lease, shall continue for the number of whole months or other Payment Periods set forth in the applicable Schedule ("Term"), 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). The Term may be earlier terminated upon: (a) the nonappropriation of funds pursuant to Section 4 herein, (b) an Event of Loss pursuant to Section 13, or (c) an Event of Default by Lessee and Lessor's election to terminate pursuant to Section 16. 3. RENT AND PAYMENT: Lessee otlall pay to Lessor the amounts shown in the applicable Amortization Annex ("Rent") attached to a Schedule except as such Rent may be adjusted pursuant to this Section and Sections 2 and 8 of a Schedule, plus any additional amounts due under the Lease. Rent shall consist of a partial repayment of the Price of the System and interest. Rent shall be paid either at the beginning or at the end of a Payment Period as indicated on a Schedule. If the Commencement Date is not the first day of a caiendar 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 inciuding the Commencement Date to and including the last day of such month or other Payment Period. Rent is based upon the Price of the System and acceptance of the System by Lessee on or before the Commitment Date. "Price" shall mean the actual purchase price of the System as set forth in the Supplier Agreement 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 and Amortization Annex. If the Commencement Date occurs after the Commitment Date, and Lessor waives the condition precedent that the 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 and Amortization Annex, accordingly, if required by Lessor. Contact Lisa Druckemiller Telephone Number Title Facsimile Number Master Lease/Purchase Agreement No. 305-295-5100 Zip Code 33040 305-295-5105 7281192 Whenever any payment of Rent or any other amount due under a Lease is not made within ten (10) days after the date when due. to the extent permitted by applicable iaw, Lessee agrees to pay on demand (as a fee to offset Lessor's collection and administrative expenses), the greater of twenty-five dollars ($25) per month or ten percent (10%) of each such overdue amount. but not exceeding the lawful maximum, if any. All payments provided herein shall be payable to Lessor at its address set forth in Section 18 hereof or such other place as Lessor directs, in writing. 4. NONAPPROPRIATION: This Section is applicable only if the inclusion of such a nonappropriation provision is legally required. Lessee's obligations to pay Rent and any other amounts due for each Fiscal Period (as set forth in the applicable Schedule) is contingent upon approval of the appropriation of funds by its governing body. In the event funds are not appropriated for any Fiscal Period equal to amounts due under the Lease, Lessee may terminate the Lease effective on the first day of such Fiscal Period, ("Termination Date"), if: (a) Lessee has used due diligence to exhaust all funds legally available; and (b) Lessor has received written notice from Lessee at least thirty (30) days before the Termination Date. Upon the occurrence of such nonappropriation, Lessee shall not be obligated for payment of any Rent for any Fiscal Period for which funds have not been so appropriated, and Lessee shall deliver the System to Lessor in accordance with Section 9 of the Schedule. If Lessee terminates a Lease pursuant to this Section, unless the following would affect the validity of a Lease, for a period of three hundred sixty (360) dlys from the effective date of such termination, Lessee will not purchase, lease, rent, seek appropriations for, or otherwise obtain a system serving the same function as the System; and such an obligation will survive termination of this Lease. 5, DELIVERY: All transportation, delivery and installation costs relative to a System (unless included in the Price) are the sole responsibility of Lessee. Lessee assumes all risk of loss and damage if the Supplier fails to deliver or delays in the delivery of any System, or if any System is unsatisfactory for any reason. 6. NON -CANCELABLE NET LEASE: Subject only to the provisions of Section 4 herein, Lessee's obligations under the Lease are absolute and unconditional, and shall not be subject to any delay, reduction, setoff, defense, counterclaim or recoupment for any reason including any failure of the System, or any misrepresentations of any supplier, manufacturer, installer, vendor or distributor. Lessor is not responsible for the delivery, installation, maintenance or operation of any System. 7. WARRANTIES: Lessor and Lessee acknowledge that any third-party warranties, if any, inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim directly against such third party and shall not pursue any such claim against Lessor. Lessee shall continue to pay Lessor all amounts payable under any Lease under any and all circumstances. 8. QUIET ENJOYMENT: During the Lease Term. Lessor shall not interfere with Lessee's quiet enjoyment and use of the System provided that an Event of Default has not occurred. 9. TAXES AND FEES: Unless Lessee first provides proof of exemption therefrom, Lessee shall promptly reimburse Lessor, upon demand, as additional Rent, or shall pay directly, if so requested by Lessor, all license and registration fees, sales, use, personal property taxes and all other taxes and charges imposed by any federal, state, or local governmental or taxing authority, whether assessed against Lessee or Lessor, relating to the purchase, ownership, leasing, or use of the System or the Rent, excluding all taxes computed upon the net income of Lessor. 10. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES THAT (a) THE SIZE, DESIGN, CAPACITY OF THE SYSTEM AND THE MANUFACTURER AND SUPPLIER HAVE BEEN SELECTED BY LESSEE; (b) LESSOR IS NOT A MANUFACTURER, SUPPLIER, DEALER, DISTRIBUTOR OR INSTALLER OF THE SYSTEM; tc) NO MANUFACTURER OR SUPPLIER OR ANY OF THEIR REPRESENTATIVES IS AN AGENT OF LESSOR OR AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF A LEASE; AND (d) EXCEPT FOR LESSOR'S WARRANTY OF QUIET ENJOYMENT, LESSOR HAS NOT MADE AND AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, WRITTEN OR Except as otherwise provided in Section 3 of this Agreement and Sections 2, 3, and 8 of a Schedule, any modifications, amendments or waivers to a Lease shall be effective only if mutually agreed upon l11J!'yyriting, duly executed by authorized representatives of the arties. -'0-~:~""-~,... BSFS Equipment L asing, A Component of GE Capital Corpo P!o~r6Ef-c~\i' Board of count C~ BY LIST ANDARD FORMSlTax Exempt docs\Lease PurchaseIFinal DOCS\Mla2.dm4..:~ C~ BY DePUTY CLERK SUZANNE A. nON ql-. ASSISTAN~90UNT~~RNEY D...._ ~.~:a~ .. ORAL, STATUTORY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE DESIGN, QUALITY, CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF, OR AS TO ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE LEASES EACH SYSTEM "AS IS, WHERE IS". LESSOR SHALL HAVE NO LIABILITY TO LESSEE OR ANY THIRD PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY SORT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF PROFITS OR SAVINGS, LOSS OF USE, OR ANY OTHER DAMAGES, WHETHER BASED ON STRICT LIABILITY OR NEGLIGENCE, AND WHETHER RESULTING FROM USE OF THE SYSTEM OR BREACH OF THE LEASE OR OTHERWISE, EXCEPT FOR DIRECT, SPECIFIC DAMAGES FOR LESSOR'S BREACH OF A LEASE OR FOR PERSONAL INJURY OR PROPERTY DAMAGE ONLY TO THE EXTENT CAUSED BY LESSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 11. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee represents, covenants and warrants to Lessor that: (a) Lessee is a public body corporate and politic, duly organized and validly existing, and has the power to execute, deliver and perform each Lease; (b) the person executing this Agreement and any Schedules and related documents on behalf of Lessee has been given authority to bind Lessee; (c) this Agreement and all related documents have been duly authorized and constitute valid, legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) there are no actions or proceedings pending or threatened against Lessee which, if adversely determined, will have a material adverse effect on the ability of Lessee to perform its obligations under a Lease; (e) Lessee qualifies as a state or a political subdivision of a state within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended ("Code"); (f) Lessee will not take any action which, or omit to take any action which, would adversely affect the exemption of the interest component of Rent payments from federal income taxation; (g) Lessee shall file Internal Revenue Form 8038-G or Form 8038-GC, as applicable; and (h) the obligation of Lessee to pay Rent shall constitute a current expense of Lessee and is not in contravention of any applicable limitation of indebtedness. 12. INSURANCE: At its expense, Lessee shall keep each System insured against all risks of loss and damage for an amount equal to the installed replacement cost of the System, with Lessor named as a loss payee. Lessee shall also maintain comprehensive general liability insurance, with Lessor named as an additional insured. All insurance policies shall be with an insurer having a rating of B+ or better by A.M. Best Company, Inc., and be in such form, amount and deductibles as are satisfactory to Lessor. Each such policy must state by endorsement that the insurer shall give Lessor not less than thirty (30) days prior written notice of any amendment, renewal or cancellation. Lessee shall, upon request, furnish to Lessor satisfactory evidence that such insurance coverage is in effect. Lessee may self insure with respect to the above coverages with Lessor's prior written consent. 13. CASUALTY: If any System, in whole or in part, is lost, stolen, damaged or destroyed, or is taken in any condemnation or similar proceeding (an "Event of Loss"), Lessee shall promptly notify Lessor. Lessee shall, at its option (a) immediately place the affected Equipment and Software in good condition and working order, (b) replace the affected item with like equipment or software in good condition and transfer clear title or the sublicense thereto to Lessor, or (c) to the extent permitted by law, pay to Lessor, within thirty (30) days of the Event of Loss, an amount equal to the Stipulated Loss Value ("SLV") (as hereinafter defined) for such affected Equipment or Software plus any other unpaid amounts then due under the Lease. If an Event of Loss occurs as to part of a System for which the SL V is paid, a prorata amount of Rent shall abate from the date the SL V payment is received by Lessor. The SL V shall be an amount equal to sum of (a) all future Rent payments from the last Rent Payment Date to the end of the Term with each such payment discounted to present value at a simple interest rate equal to the applicable Lease Rate or if such rate is not permitted by law, then at the lowest permitted rate; plus (b) as liquidated damages, and not as a penalty, to the extent permitted by law, one percent (1%) of the Price of the System, as such Price may have been amended from time to time. 14 INDEMNITY: To the maximum extent permitted by applicable law, Lessee shall indemnify Lessor against, and hold Lessor harmless from, and covenants to defend Lessor against, any and all losses, claims, liens, encumbrances, suits, damages, and liabilities (and all costs and expenses including, without limitation, reasonable attorneys' fees) related to the Lease including, without limitation, the selection, purchase, delivery, ownership, condition, use, operation of the System, or violation of the Software sublicense, or arising by operation of law (excluding the gross negligence or willful misconduct of Lessor). Lessee shall assume full responsibility for, or at Lessor's sole option, reimburse Lessor for the defense thereof. This Section shall survive the termination of the Lease but not longer than the applicable statute of limitations. The Lease is entered into based upon the assumption that the interest portion of the Rent will not be includable in Lessor's gross income for federal income tax purposes. If Lessee causes Lessor's after-tax economic yield to be adversely affected, to the extent permitted by law, Lessee shall pay Lessor, on demand, an amount which will cause Lessor to have the same economic return had such a loss not occurred. The term "Lessor" shall include any affiliated group for filing consolidated returns. 15. DEFAULT: Any of the following shall constitute an Event of Default: (a) failure by Lessee to pay any Rent or other amounts payable under a Lease for a period of ten (10) days or more after Lessee's receipt of written notice thereof; (b) faiiure by Lessee to perform any other material term in any Lease or any other agreement of Lessee given in connection with the Lease, and such failure continues uncured for twenty (20) days after Lessee's receipt of written notice thereof; (c) the inaccuracy of any material representation or warranty made by the Lessee in connection with any Lease which failure or inaccuracy shall continue for a period of thirty days or more; (d) Lessee's attempt to make a Transfer (as defined in Section 17 herein) without Lessor's prior written consent: (e) Lessee dissolves or ceases to exist; (f) Lessee becomes insolvent, makes an assignment for the benefit of creditors, files a voluntary petition or has an involuntary petition filed or action commenced against it under the United States Bankruptcy Code or any similar federal or state law; or (g) failure by Lessee to perform any of its obligations under any other Lease or agreement with Lessor. 16 REMEDIES: If an Event of Default has occurred, Lessor shall have the right to exercise one or more of the following remedies: (a) terminate and/or declare an Event of Default under any Lease or other agreement with Lessee; (b) recover from Lessee all Rent and any and all amounts then due and unpaid; (c) to the extent permitted by applicable law, recover from Lessee all Rent and other amounts to become due, by acceleration or otherwise, such amounts described in subsection (c) being present valued using the lesser of the applicable Lease Rate or such lower rate as may be permitted under applicable law, with the amounts set forth in subsections (b) and (c) above being the agreed upon damages ("Lessor's Loss"); (d) charge Lessee interest on the Lessor's Loss from the date of the Event of Default until paid at the rate of one and one-half (1-1/2%) percent per month, but in no event more than the maximum rate permitted by law; (e) demand the Lessee return any System to Lessor in the manner provided in Section 9 of the Schedule: and (f) take posseSSion of any System wherever located, with or without demand or notice, or any court order or any process by law. Upon repossession or return of a System, Lessor shall sell, lease or otherwise dispose of the System in a commercially reasonable manner. with or without notice and by public or private bid, and apply the net proceeds thereof, if any, toward Lessor's Loss but only after deducting all expenses including, without limitation, reasonable attorneys' fees incurred in enforcement of any remedy. Lessee shall be liable for any deficiency if the net proceeds available after the permitted deductions are less than Lessor's Loss. No right or remedy is exclusive of any other provided herein or permitted by law or equity. All rights and remedies shall be cumulative and may be enforced concurrently or individually from time to time. 17. ASSIGNMENT: Lessor may, without notice to or the consent of Lessee, sell, assign, grant a security interest in, or pledge its interest in all or any portion of a System and/or a Lease and any amounts due or to become due hereunder to any party ("Assignee"). No such assignment shall be effective until Lessee shall have received a notice identifying the Assignee. Upon receiving notice from Lessor, Lessee shall pay all Rent and other amounts due to Assignee free from any claim or counterclaim, defense or other right which Lessee may have against Lessor. Pursuant to Section 149(a) of the Code, Lessee hereby appoints Lessor as "Agent" of the Lessee to maintain a record of any Assignee. Lessor shall be relieved of its future obligations under the Lease as a result of such assignment if Lessor assigns to Assignee its interest in the System and Assignee assumes Lessor's future obligations. WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT ASSIGN, SUBLEASE, TRANSFER, PLEDGE, MORTGAGE OR OTHERWISE ENCUMBER ("TRANSFER") THE SYSTEM OR THE LEASE OR ANY OF ITS RIGHTS THEREIN OR PERMIT ANY LEVY, LIEN OR ENCUMBRANCE THEREON. Any attempted non-consensual Transfer by Lessee shall be void ab initio. No Transfer shall relieve Lessee of any of its obligations under the Lease. 18. NOTICES: Notices, demands and other communications shall be in writing and shall be sent by hand delivery, certified mail (return receipt requested), or overnight courier service or facsimile transmission (effective upon transmission) with a copy sent by one of the foregoing methods, to Lessee at the address or facsimile number stated above and to Lessor at 1010 Thomas Edison Blvd SW, Cedar Rapids, IA 52404, Attention: Manager Operations, or facsimile no. (319)-841-6328. Notices shall be effective upon the earlier of actual receipt or four days after the mailing date. Either party may substitute another address by such written notice. 19. GOVERNING LAW: EACH LEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE IN WHICH THE LESSEE IS LOCATED. 20. MISCELLANEOUS: (a) Any failure of Lessor to require strict performance by Lessee or any waiver by Lessor of any provision of the Lease shall not be construed as a consent to or waiver of any other breach of the same or of any other provision. (b) If there is more than one Lessee, the obligations of each Lessee are joint and several. (c) Lessee agrees to execute and deliver, upon demand, any documents necessary, in Lessor's easonable discretion, to evidence the intent of the Lease, and/or to protect Lessor's interest in the System. Lessee agrees to pay the costs of filing and recording such documentation. (d) Lessee shall deliver to Lessor such additional financial information as Lessor may reasonably request. (e) If any provision shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired. (f) In the event Lessee fails to payor perform any obligations under the Lease, Lessor may, at its option, payor perform such obligation, and any payment made or expense incurred by Lessor in connection therewith shall be due and payable by Lessee upon demand by Lessor with interest thereon accruing at the maximum rate permitted by law until paid. (g) Time is of the essence in each Lease and in each of the Lease provisions. (h) Lessee shall pay Lessor on demand all costs and expenses, including reasonable attorneys' and collection fees incurred by Lessor in enforcing the terms and conditions of a Lease or in protecting Lessor's rights and interests in the Lease or the System. (i) No lease charge, late charge, fee or interest. as applicable, is intended to exceed the maximum amount permitted to be charged or collected by applicable law. If one or more of such charges exceed such maximum, then such charges will be reduced to the legally permitted maximum charge and any excess charge will be used to reduce the Price of the System or refunded. (j) The Lease may be executed by one or more of the parties on any number of separate counterparts (which may be originals or copies sent by facsimile transmission) each of which counterparts shall be an original. (k) Each Lease constitutes the entire agreem ent between Lessor and Lessee with respect to the subject matter thereof and supersedes all previous writings. and understandings of any nature whatsoever. No agent, employee. or representative of Lessor has any authority to bind Lessor to any representation or warranty concerning the System and, unless such representation or warranty is specifically included in the Lease, it shall not be enforceable by Lessee against Lessor. SLGMLPA 7/1 'MJ9 LIST ANDARD FORMSlTax Exet1l>l docsILease PurchaselFinal DocsIMIa2.doc Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Florida Agreement Addendum Lessee Monroe County Board of County Commissioners Agreement No./Schedule No. 7281192 Contemporaneously with entering into the Master/Lease Purchase Agreement referenced above, Lessee and Lessor hereby agree to the following changes to the Agreement: 1. Section 4, NONAPPROPRIA TION: The second sentence of Section 4 of the Agreement is deleted and the following substituted in lieu thereof: "A "nonappropriation" is defined as an occurrence in which, notwithstanding Lessee's best efforts and exhaustion of all available administrative appeals, Lessee is not allotted line item funds for the payment of Rent hereunder for a Fiscal Period and Lessee has no other funds from non-ad valorem sources legally available to be allocated to the payment of its obligations under a Lease. Lessor acknowledges that Rent is payable from sources other than ad valorem taxes." 2. Section 6 of each Schedule. SECURITY INTEREST; TITLE: The third sentence of Section 6 of each Schedule entered into pursuant to this Agreement is deleted. ,...., ." :!. c::::> 0 ~ - .x::- I "- l> % ..,., f"T'1 :::c -?:z: ('TI 0 O":Z: CD rr1~-< N .." gn~ -1 0 C5:;A ;0 :z: . CJ -0 ;0 -iC"), :x fTi -<:-i::C . :~:~ r:-.? (") 'I (~ r- .oJ ~ .r:- ".;:':1 1..0 -J BSFS Equipment Leasing, A Component ofGE C'er ~" BYXc~ Authorized Representative PRINT NAME tQ.cK(\ ~ m~J~ TITLE 0[>& d)~r DATE 4/5/99 C:\Documents and Settings\DNCJHH1l\Desktop\FLA Rider 7281192.doc (SEAL) ATTEaT: DANNY L KOlHAGE CLEJ:lK B~QlY. ~;Aa.;fl-t;;) DEPUTY CLERK - Board OfCO(t~ . ill' /J ;).-(~ -0 Au oozed epresentatlve PRINT NAME n ill10L TITLE MO~~~F ~NTY ATIl6HNEY BY Page 1 Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Certificate of Incumbency Annex B Lessee Monroe County Board of County Commissioners Agreement No./Schedule No. 7281192.Q01, 7281192-002, 7281192-003 The Officer who will execute the lease documents mustsign in the body ofthe Certificate. The Secretary/Clerk certifying to that signature must complete the remaining information and sign at the bottom of the Certificate. I, Danny L. Kolhage , do hereby certify that I am the duly elected or appointed, qualified, and acting Secretary/Clerk of , a body corporate and politic and a political subdivision duly organized and existing under the laws of the State of Florida ("Lessee"), and I do further certify that the persons whos e names, titles, and signatures appear below are the duly elected or appointed, Qualified, and acting officers of Lessee and hold on the date of this Certificate the offices set forth opposite their respective names, and'that the signatures appearing oppos ite their respective names are the genuine signatures of such officers. Name of Officer Title of Officer Murray E. Nelson Mayor/Chairman County Administrator Signature of Officer ~(/ t:~__ James L. Roberts IN WITNESS WIj.sR:t_2F, I have hereunto set my hand and affixed the seal of the Lessee this of Febru~"""~:/'l~04 /g'.;-~- lf~\.:.. )" '-J-lr - ,J...~\\ If. .,' /' /23 il \,.~C\' -.:< ; . } () ,',,-\\\ I: ,~ I ~ .. ",-'- '. ',' ,Ii t{;- ...-- ("y~ ~~ '~/~il \,'; \- .., _:J,' '. ~ ',',;..: rCy1= Lit':t, .] .J}j .\......<..~~.,;i:-g:::.,:::;.~u.' :.. '>/j ~~;~~cl~~/ 18th day .~~ e K~~-~- c:) ?' Danny L. Kolhage Print Name MONROE COUNTY ATTORNEY ROVED AS TO M: Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Certificate as to Non-Arbitrage Annex C Lessee Monroe County Board of County Commissioners Agreement No./Schedule No. 7281192-{)01, 7281192-002, 7281192-003 I, the undersigned officer of the Lessee, being the person duly charged, with others, with responsibility for issuing the Lessee's obligation in the form of that certain agreement entitled "Master Lease/Purchase Agreement No. 7281192" and "Equipment Schedule No, -001,002,003" and other related documents and instruments as each may have been amended (collectively, "Lease"), HEREBY CERTIFY that: 1. The Lease was executed by the Lessee in order to finance the acquisition of certain equipment ("Equipment") and software licenses ("Software") described therein (collectively, the "System"). 2. Pursuant to the Lease, the Lessee is entitled to purchase the System in consideration for the obligations of the Lessee under the Lease. The System will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell/lease the Equipment or sublicense the Software (or otherwise dispose of the System) during the term of the Lease. The Lessee will not receive any monies, funds, or other "proceeds" as a result of the Lease. 3. The use of the System is a governmental use as that term is defined in Section 141 of the Internal Revenue Code of 1986, as amended, and is essential to the proper, efficient and economic functioning of the Lessee. The System will be used by the Lessee only for the purpose of performing its governmental functions and will not be used in a trade or business for any private commercial activity. 4. The Lessee expects to make payments under the Lease from its general funds on the basis of annual appropriations in amounts equal to the required payments under the Lease. 5. Lessee has not established, and will not establish any fund, designated or restricted, to pay principal or interest on the payments due under the Lease. 6. Lessee's obligations hereunder are not guaranteed by the United States of America or any agency or instrumentally thereof. 7. Lessee has fully complied with all applicable laws governing open meetings and such public bidding requirements as may be applicable to the Lease and the acquisition of the System thereunder. To the best of my knowledge, information and belief, the representations expressed herein are true and correct as of the date hereof. !!~r~'J;S~ W'~l' have he'eunto set my hand on behalf of the Less~e~~~r- day of ,,"/ ""',~ ,...,,,:\ ~~~ (~ ,;/ ..,<-:~ By (signature) ~ / ..,.,.-. d I;. '~;~.!A9 Print Name mLt~!J ~ ~fffj.1Lrt;bf1i"./;ll 'T:DANNY~:K lHA EOl. Print Hie ~ (" ',<~~+,;cE;>J1 DEPUTY CLEllK MONROE COUNTY ATTORNEY PROVED A FO M: Dale SUZANNE A. UTTON SSIST~y;~TTORNEY BSFS Equipment Leasing 10 Riverview Drive Danbury, CT 06810 1-800-681-4709 Subject: Required Insurance Coverage Dear Customer: Under the terms of the Lease referenced above, insurance covering the System is required in the amounts and specifics as outlined below. Insurance Amount All Risk Property Insurance Replacement Cost of System General Liability Bodily Injury Property Damage OR Combined single limit (for bodily injury and property damage) $1 Million per Occurrence $1 Million per Occurrence $2 Million per Occurrence Lessor is to be named as Additional Insured and Loss Payee as its interests appear. Lessor shall be given thirty (30) days written notice of cancellation or any material change in coverage. Please forward this information to your company's carrier as soon as possible. Insurance certificates are to be sent to the address reflected below within thirty (30) days of document execution. BSFS Equipment Leasing 4333 Edgewood Road, Suite 400 Cedar Rapids, IA 52499 Thank you for your prompt attention to this matter. Sincerely, BSFS Equipment Leasing ~-" ~M.,,~~ PHASE ONE Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Equipment Schedule Lessee Monroe County Board of County Commissioners Billing Address 500 Whitehead Street City Key West Installation Site See Installation Site Addendum attached hereto and made a part hereof City Supplier Name Bell South Communications Agreement No.lSchedule No. 7281192-001 Price $578,655.11 Date of Schedule 1/29/2004 Term (months) 60 Commitment Date 7/27/2004 Attention Lisa Druckemiller County State FL Zip Code 33040 County State Zip Code Rent is Paid Advance Payment First Day X Last Day of Pa ment Period $0.00 The Advance Payment shall be applied to the first and last Rent payment(s). Lessee's Fiscal Period Rent Lease Rate Factor From: 0.01851500 To: Lease Rate (See Amortization Annex attached hereto) Payment Period ~ Monthly 0 Other TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Schedule) The terms and conditions of the Master Lease/Purchase Agreement by and between Lessor and Lessee as 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). 4.01000000 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 acceptance criteria specified in the Supplier Agreement. If Lessee fails or refuses to sign the Acceptance Certificate within such (10) ten day period, or if the Lease does not commence by the Commitment Date, 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 as well as keep the System in its possession and control and not permit such System b be moved from the Installation Site without Lessor's prior written consent. 5. 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 dear of all liens and encumbrances, except 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 any such real estate or building in which the System is located. Lessor may inspect the System and any related maintenance records at any time during normal business hours of Lessee. A compl ete description of the System is set forth on the Equipment and Software Listing attached hereto and made a part hereof. BSFS Equipment Leasing Monroe County Board of County Commissioners A Compon e~tric Capital Corporation BY r TITLE -. C Ce 0\('\ d? S. rn c PRINT NAME SLGSCHED 7114199 Document1 Errorl Reference source notfound. (~ A~L KOLHACECLERK B r!. ill)j~ DEPUTY CLERK ~ 6. SECURITY INTEREST; TITLE Unless otherwise required by the law, upon the Commencement Date, legal title to the Equipment shall vest in Lessee subject to Lessor's rights hereunder; provided that title shall thereafter immediately and without any action by Lessee revest in Lessor, and Lessee shall immediately surrender possession of the System to Lessor, upon the occurrence of an Event of Default. Lessee shall execute any such instruments as Lessor may request to evidence such transfer. To secure Lessee's obligations under this Lease, Lessee hereby grants to Lessor a first priority security interest in Lessee's existing and future right, title and interest in the Lease and the System, which includes all additions, attachments, accessions, and leased Modifications and Additions (as defined in Section 7 below) thereto and replacements therefor as well as all proceeds of the foregoing including, without limitation, insurance proceeds, rents and all sums due or to become due to Lessee with respect to any of the foregoing, and all monies received in respect thereof and the Supplier Agreement. 7. MODIFICATIONS; ADDITIONS; ALTERATIONS: After the Commencement Date of this Lease and without notice to Lessor, Lessee may, at Lessee's expense, alter or modify any item of Equipment with an upgrade, accessory or any other equipment which meets the specifications of the manufacturer of the System for use on or in connection with the System ("Modification") or with Software or other associated items or materials which meet the specifications of the manufacturer of the System and are to be used on or in connection with the System ("Addition"). Any other modification or addition ("Alteration") shall be permitted only upon written notice to Lessor and at Lessee's expense and risk, and any such Alteration shall be removed and the Equipment restored to its normal, unaltered condition at Lessee's expense prior to its retum to Lessor. If not removed upon retum of the System, any Modification or Addition shall become, without charge, the property of Lessor free and clear of all encumbrances. Restoration will include replacement of any parts removed in connection with the installation of an Alteration, Modification or Addition. Any Equipment or Software installed in connection with warranty or maintenance service or manufacturer's upgrades provided at no charge to Lessee shall be subject to this Lease. 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 Term. The rent for CSO Equipment shall be determined by Lessor who shall adjust the then-current Rent and notify Lessee in writing of such adjustment(s), which shall be effective as of the first day of the month following the date of the notice (or the date of the notice if it is the first day of the month) ("CSO Commencement Date"). Any adjustment notice shall be added to and become a part of this Lease. CSO Equipment must be ordered by Lessee from the Supplier. On the date any CSO Equipment is delivered to Lessee, Supplier shal pass title to such CSO Equipment (other than anY' Software which shall be licensed and/or sublicensed) directly to Lessor. &Jch title shall be good and marketable and free and clear of any and all liens and encumbrances of any nature whatsoever except Lessee's interests hereunder. Lessor shall promptly' pay to Supplier the appropriate price of the CSO Equipment after the later of (i) the date {he CSO Equipment is installed and functioning, or (ii) Lessor's receipt of a full and complete listing of the CSO Equipment and the Supplier's invoice. No interest shall be payable by Lessor to Supplier with respect to such payment. Lessor's agreement to lease any CSO Equipment is subject to the condition that the Pnce payable to Supplier with respect thereto shall not exceed $100,000.00 or be less than $1,000.00 and is subject to satisfactory credit review by Lessor of Lessee's credit. 9. RETURN OF SYSTEM: (a) Upon any termination of this Lease pursuant to the terms hereof prior to the end of the Term or, (b) at Lessor's request upon the occurrence of an Event of Default, Lessee shall, at its own risk and sole expense. immediately retum the System to Lessor by properly removing, disassembling and packing it for shipment, loading it on board a carrier acceptable to Lessor, ana 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 aoes not immediately return the System to Lessor as required herein, Lessee shall pay to Lessor, upon demand, an amount equal to the then current Rent prorated on a daily basis for each day from and including the termination or expiration date of the Lease through and including the day Lessee ships the System to Lessor in accordance with this Section. Lessee shall pay to Lessor, upon written demand, any amount necessary to place the System in good repair, condition and working order, ordinary wear and tear excepted, 10. PURCHASE OPTION: Provided that there is no Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing and continuing, upon payment by Lessee of $1.00 at the end of the Term hereof. Lessor shall transfer, assign, and convey its interest in all of the Equipment to Lessee, and Lessor shall assign any nonexclusive sublicense to Lessee to use all of the Software. Lessee also shall be responsible for the payment of all sales taxes, transfer fees and other similar charges, if any, which may arise in connection with Lessee's payment of the purchase price. Upon satisfaction by Lessee of such purchase conditions, Lessor's sole and exclusive obligation after payment of the purchase price shall be to deliver to Lessee any and all right, title and interest it may have in and to such Equipment, such as Lessor shall have received from the Supplier, warranted only to be free and clear of all liens, encumbrances, rights, title and interests of others arising solely out of Lessor's actions, to release Lessor's security interests in the Equipment and to assign to Lessee a non-exclusive Software sublicense as described in the Supplier Agreement. Lessor's assignment of the sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all applicable terms and conditions of the license and/or sublicense set forth in the Supplier Agreement. Lessee purchases the Equipment and receives the sublicense to use the Software AS-IS, WHER&IS, WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN THE LEASE. SLGSCHED 71i4/99 C:\Documents and SettingsIDNCJHH1T\Desktop\Monroe County7281192-001.doc AMORTIZATION SCHEDULE FOR ACCTG. PURPOSES ONLY. DOES NOT REPRESENT A BUY OUT, CASUALTY OR TERMINATION VALUE, CUSTOMER Monroe County Board of County Commissioners Lease # 7281192-001 AMOUNT $578,655.11 RATE 4.22% L.R.F.= .018515 TERM 60 ADV or ARR arr PAYMENT BEGINNING INTEREST PRINCIP AL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 0 $578,655.1 I $0.00 $0.00 $0.00 $578,655.11 1 $578,655.11 $2,033.91 $8,679.89 $10,713.80 $569,975.22 2 $569,975.22 $2,003.40 $8,710.40 $10,713.80 $561,264.81 3 $561,264.81 $1,972.78 $8,741.02 $10,713.80 $552,523.79 4 $552,523.79 $1,942.06 $8,771.74 $10,713.80 $543,752,05 5 $543,752.05 $1,911.22 $8,802.57 $ 10,713.80 $534,949.48 6 $534,949.48 $1,880.28 $8,833.51 $ 10,713,80 $526,115.96 7 $526,115.96 $1,849.24 $8,864.56 $10,713.80 $517,251.40 8 $517,251.40 $1,818.08 $8,895.72 $10,713.80 $508,355.68 9 $508,355.68 $1,786.81 $8,926.99 $10,713.80 $499,428,69 10 $499,428.69 $1,755.43 $8,958.37 $10,713.80 $490,470.32 11 $490,470.32 $1,723.95 $8,989,85 $10,713.80 $481,480.47 12 $481,480.4 7 $1,692.35 $9,021.45 $10,713.80 $472,459.02 13 $472,459,02 $1,660.64 $9,053.16 $10,713.80 $463,405.86 14 $463,405.86 $1,628.82 $9,084.98 $10,713.80 $454,320,87 15 $454,320.87 $1,596.88 $9,116.91 $10,713.80 $445,203.96 16 $445,203.96 $1,564.84 $9,148.96 $ 10,713.80 $436,055.00 17 $436,055.00 $1,532.68 $9,181.12 $10,713.80 $426,873.88 18 $426,873.88 $1,500.41 $9,213,39 $10,713.80 $417,660.50 \9 $417,660.50 $1,468.03 $9,245.77 $10,713.80 $408,414.72 20 $408,414.72 $1,435.53 $9,278.27 $ 10,713.80 $399,136.46 21 $399,136.46 $\,402.92 $9,3\ 0.88 $10,7\3.80 $389,825,57 22 $389,825.57 $1,370.19 $9,343.61 $10,713.80 $380,48\.97 23 $380,481.97 $1,337.35 $9,376.45 $10,713.80 $371,105.52 24 $371,105.52 $\ ,304.39 $9,409.4\ $10,7\3.80 $36\ ,696.11 25 $361,696.11 $\ ,271.32 $9,442.48 $10,7\3.80 $352,253,63 26 $352,253.63 $\,238.13 $9,475.67 $10,713.80 $342,777.96 27 $342,777.96 $1,204.82 $9,508.97 $10,713.80 $333,268.99 28 $333,268.99 $\,\71.40 $9,542.40 $\0,713.80 $323,726.59 29 $323,726.59 $\,\37.86 $9,575.94 $10,713.80 $314,\50.65 30 $3\4, \50.65 $1,\04.20 $9,609.60 $10,713.80 $304,54\.05 3\ $304,541.05 $\ ,070.43 $9,643.37 $\0,713.80 $294,897.68 32 $294,897.68 $\ ,036.53 $9,677.27 $10,7\3.80 $285,220.4\ 33 $285,220.4\ $1,002.52 $9,711.28 $10,713.80 $275,509.\3 34 $275,509.\3 $968.38 $9,745.42 $10,713.80 $265,763.7\ 35 $265,763.7\ $934.13 $9,779.67 $10,7\3.80 $255,984.04 36 $255,984.04 $899.75 $9,8\4.05 $\0,713.80 $246,\69.99 37 $246, \69.99 $865.26 $9,848.54 $\0,7\3.80 $236,32\.45 38 $236,32\.45 $830.64 $9,883.16 $10,713.80 $226,438.30 39 $226,438.30 $795.90 $9,9\7.90 $10,7\3.80 $216,520.40 40 $2\6,520.40 $76\.04 $9,952.76 $10,7\3.80 $206,567.65 41 $206,567.65 $726.06 $9,987.74 $10,7\3.80 $\96,579.9\ 42 $\96,579.9\ $690.96 $10,022.84 $\0,7\3.80 $\86,557.06 CUSTOMER Monroe County Board of County Commissioners Lease # 7281192-001 AMOUNT $578,655.11 RATE 4.22% L.R.F.= .018515 TERM 60 ADV or ARR arr PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 43 $186,557.06 $655.73 $10,058.07 $10,713.80 $176,498.99 44 $176,498.99 $620.37 $10,093.43 $10,713.80 $166,405.57 45 $166,405,57 $584.90 $10,128.90 $10,713.80 $156,276.66 46 $156,276.66 $549.29 $10,164.51 $10,713,80 $146,112.16 47 $146,112,16 $513.57 $10,200.23 $10,713.80 $135,911.92 48 $135,911.92 $477.71 $10,236.08 $10,713,80 $125,675.84 49 $125,675.84 $441.74 $10,272.06 $10,713.80 $115,403.78 50 $115,403.78 $405.63 $10,308.17 $10,713,80 $105,095.61 51 $105,095.61 $369.40 $10,344.40 $10,713.80 $94,751.21 52 $94,751.21 $333.04 $10,380.76 $10,713.80 $84,370.45 53 $84,370.45 $296.55 $10,417.25 $10,713.80 $73,953.20 54 $73,953.20 $259.94 $10,453.86 $10,713.80 $63,499.34 55 $63,499.34 $223_19 $10,490.61 $10,713.80 $53,008.73 56 $53,008.73 $186.32 $10,527.48 $10,713.80 $42,481.25 57 $42,481.25 $149.32 $10,564.48 $10,713.80 $31,916.77 58 $31,916,77 $112.18 $10,601.62 $10,713.80 $21,315.15 59 $21,315.15 $74.92 $10,638.88 $10,713.80 $10,676.27 60 $10,676.27 $37.53 $10,676.27 $10,713.80 ($0.00) TOTALS $64,172.80 $578,655.11 $642,827.91 /It-(/ (~ LESSEE INITIALS: DATE: o~J/ 8/04_ , / Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Acceptance Certificate Lessee Monroe County Board of County Commissioners Agreement No./Schedule No. 7281192-001 This Acceptance Certificate is made with respect to that Agreement and Schedule referenced above. Capitalized terms used herein shall have the same meanings assigned to them in the Agreement and the Schedule. 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 Lessee irrevocably accepts the System for all purposes under the Lease as of the following date: (Insert Date of Acceptance) Monroe County Board of County Commissioners #--;; (~ Authorized Representative PRINT NAME ill UJl{<fl!j ,f. AiJson , TITLE tYlCt :!fJfL DATE a-I t-D'f BY (p:;:e.l) .','.:;r: DANr.JY L KCtHAOECtEAK B.~!baW. C. /OIJ)4~--j;A) Ol;fUTY CLERK NOTE: When you are ready to accept your System, please sign this form and: FAX to: 866-640-0117 AND MAIL to: 10 Riverview Drive Danbury, CT 06810 Attn: Originations SLG Acceptance Certifcate 6120/99 C:lDocuments and Setting5\DNCJHH1TlDeskloplAccept Cert 7281192-001.doc Page 1 of 1 BSFS Equipment Leasing Lessee: Monroe County Board of County Commissioners Agreement No.lSchedule No. : Federal Tax ID Number: 5q U()()o,49 7281192-001 (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 bv checkina below: o Invoice Lessee for upfront sales tax: do not add to Price. Please note: If you have elected a $1 Purchase Option, then you are responsible for promptly reporting and paying personal property taxes. To insure we bill you correctly, please review the questions below. If the information on your lease documents is correct, you do not need to complete the blanks, only check the Yes box next to that section. If the information on the documents is incorrect, please insert the correct information below. Information on d09Umentation correct? o Yes []I No Billing Address: II ~ 1 -I h I c:......_ . J~r~~ U>~ k~i('~J(VI' . It(Y1CUl ' Su.' I { ~s-f rt Billing Contact Name: i-! -sa Dr u c:tiem It ?if; , Phone Number: ?yO 6' df1S -S l [;C:) Ir]i(">rmation on documentation correct? IYI Yes 0 No System Installation Address: City: Zip: State: County: If applicable, enclose a copy of Lessee's Purchase Order. Purchase Order Number: Start Date: Expiration Date: Please indicate your sales tax status below. The system is exempt from sales tax. o No Yes Ifthe 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 any portion of the System is located.) Executed certificates (or letter, if a state or local government or agency) must be submitted with signed lease documents, otherwise we will be required to bill you for applicable taxes. C:IDocumenls and SettingslDNCJHH1TIDesktoplMonroe County 7281192-001.doc SLG 11/1/99 Preparer: C:\Documents and Setlings\DNCJHH1T\Desktop\Monroe County 7281192-001.doc SLG 11/1/99 Date Prepared Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Amortization Annex Lessee Monroe County Board of County Commissioners Agreement No.lSchedule No. 7281192-001 Rent Payment Principal Interest Number Rent Component Component SEE ATTACHED AMORTIZATION TABLE on,1 .(\" (\(\, AM Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Installation Site Addendum Lessee Monroe County Board of County Commissioners Agreement NoJSchedule No. 7281192-001 Contemporaneously with entering into the Schedule to the Master Lease/Purchase Agreement referenced above, Lessor and Lessee agree that the System described on the Schedule will be located at the following Installation Sites as of the Commencement Date: Street 500 Whitehead Street 1200 Truman Ave 1315 Whitehead Street 99198 Overseas Highway 101485 Overseas Highway 3583 South Roosevelt 700 Fleming Street City Key West Key West Key West Key Largo Key Largo Key West Key West County/Province State/Cou ntry FL FL FL FL FL FL FL Zip Code 33040 33040 33040 33037 33037 33040 33040 Equipment located at 500 Whitehead Street, Key West, FL 33040 = Equipment located at 1200 Truman Ave, Key West, FL 33040 = Equipment located at 1315 Whitehead Street, Key West, FL 33040 = Equipment located at 99198 Overseas Highway, Key Largo, FL 33037 = Equipment located at 101485 Overseas Highway, Key Largo, FL 33037 = Equipment located at 3583 South Roosevelt, Key West, FL 33040 = Equipment located at 700 Fleming Street, Key West, FL 33040 = $474,040.27 $ 47,851.87 $ 11,311,62 $ 9,385.02 $ 8,817.16 $ 15,431.34 $ 11,817,83 BSFS Equipment Leasing A Co nt of ral Electric Capl Monroe County Board of County Commissioners BY -Cv Authorized Repru8nla/ive ~', .. '.' -.-'<'-;'- . "~:::;~ ^., ':."-- Form 8038-G 3 Issuer's name Monroe County Board of County Commissioners Number and street (or P.O. box if mail is not delivered to street address) 500 Whitehead Street Information Return for Tax-Exempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) ~ See separate Instructions. Caution: If the issue price is under $100,000, use Form B03B-GC. If Amended Return, check here ~ D 2 155u~r's employer identification number OMB No. 1545-0720 (Rev. November 2000) Room/suite 4 Report number 5 City, town, or post office, state, and ZIP code Key West, FL 33040 7 Name of issue 7281192-001 6 Date of issue 8 CUSIP number 9 Name and title of officer or legal representative whom the IRS may call for more information Lisa Oruckemiller e of Issue (check a Education Health and hospital Transportation . Public safety. Environment (including sewage bonds) Housing . Utilities 10 Telephone number of officer or legal representative ( 305 ) 295-5100 licable box(es) and enter the issue rice) See instructions and attach schedule 11 12 13 14 15 16 17 18 578,655.11 (e) Stated redemption price at maturity (d) Weighted average maturity (e) Yield n/a $ 578,655,11 $ nfa 5 Uses of Proceeds of Bond Issue (includin underwriters' discount) Proceeds used for accrued interest . Issue price of entire issue (enter amount from line 21, column (b)) Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement . Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Total (add lines 24 through 28) . Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) . Descri tion of Refunded Bonds (Com lete this art onl for refundin bonds.) Enter the remaining weighted average maturity of the bonds to be currently refunded . ~ Enter the remaining weighted average maturity of the bonds to be advance refunded ~ Enter the last date on which the refunded bonds will be called . ~ Enter the daters) the refunded bonds were issued ~ Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract ~ 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other govemmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ D and enter the name of the issuer ~ and the date of the issue ~ If the issuer has designated the issue under section 265(b)(3)(B)(i)(lIl) (small issuer exception), check box ~ D If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ~ D If the issuer has identified a hed e, check box ~ D Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Sign co, ".,~. ,"" ,W. ""~. co" ,(p~ I Here ~ Signature of issuer's authori~ed representative -:LI g /0 4 ~ Type o~ [,i~ ~ l e €~ tie., ~f) Or For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat No. 637735 Form 8038-G (Rev. 11-2000) * ears 6.45 % 22 23 24 25 26 27 28 29 30 24 25 26 27 28 nfa nfa nfa nfa 31 32 33 34 nfa nfa nfa nfa years years nfa nfa 38 39 40 JAN 29 2004 19:15 FR ---- 203 749 4517 TO 4710 P,01/08 Equipment & Software Listing 128l1!n-OOl Equipment locatr:<! @ 1315 Whitehead Street. Key West. FL 33040 Quantity Desaipdon Busint$s Communication Manager 1 BCM 3.0 BCM 200 Digital MCDN 2 BeM 4 x 16 Stationffrunk 1 VOlP SW - 12 Trunk Authorization I MCDN/QSig Networking Software Authorization Telephones 17 Install & Reprogram Existing Norstar Telephone Accessories and Power Supplies 1 Uninterrupted Power Supply ON6QO A Training and Documentation 2 Customer Training (1 hour) Wiring 17 Reused Wiring WtII'1'tUJt)' 1 One Year Enhanced Warranty with Lightning Protection Equipment located @ 99198 Overseas Highway, Key Largo, FL 33037 Quantity DescriptioD Business Communication Manager 1 BCM 3.0 RCM 200 1 BCM 4 x 16 StationITrunk 1 VOIP SW - 8 Trunk Authorization 1 MCDN/QSig - Networking Software Authorization Telephones 9 Install & Reprogram Existing Nontar Telephone A.cce$SDms tlM Power Supplies 1 Uninterrupted Power Supply ON600 A W'uing 9 Reused Wiring Training and Documentation 2 Customer Training (1 hour) WtlI'lYUIty 1 One Year Enhanced W nrranty with Lightning Protection Lessee acknowledges hat the foregoing accurately describes the Equipment subjectto this Uase. (~ d-l ~-o(j Date Page t of e (Total P~W';:-?f;,'::;~;":"'-"~..".;" If( . '.,~,\ (SEAl) ( rJJ;[ilf~c&J JAN 29 2004 19:15 FR ---- 203 749 4517 TO 4710 P,02/08 Equipment & Software Listing 72811'2.001 Equipment located @ 101485 Overseas Highway, Key Largo, FL 33037 Quantity Description Busin,ss Communication Manag.r 1 BCM 3,0 BCM 200 Digital MCDN Station 1 BCM 4 x 16 Station/I'runk 1 VOIP SW - 4 Trunk Authorization 1 MCDN/QSig Networking Software Authorization Telephones 3 Install & Reprogram Existing Norstar Telephone Accessories and Power Supplies 1 Uniotenupted Power Supply ON600 A 1 Wall Mount Kit Training alUl Documenllltio" 2 Customer Training (l hour) WiFing 3 Reused Wiring Warranty 1 One Year Enhanced WatTanty with Lightning Protection ~uipment located @ 3583 South Roosevelt, Key West, FL 33040 Quailtity Description BusUaes$ Communication Manager 1 BeM 3.0 BCM 200 Digital MCDN Station I BCM 4 x 16 Stationtrrunk I VOIP SW - 4 Trunk Authorization 1 MCDN/QSig Networking Software Authorization telephones S Install & Reprogram Existing Norstar Telephone Accessories and Power Supplies I Unintemlpted Power Supply ON600 A 1 Wall Mount Kit Training and Documentation 2 Customer Training (1 hour) Wiring 5 Reused Wiring Warranty 1 One Year Enhanced Wan-anty with Lightning Protection p~ z of- g JAN 29 2004 19:15 FR ---- 203 749 4517 TO 4710 P,03/08 - Equipment & Software Listing 7281192.001 1 I i Equipment located @ 700 Fleming Street, Key West, FL 33040 Quantity DescrIption BUfin,SI Communication Managt!T 1 BCM 3.0 BCM 200 1 RCM 4 x 16 StationfI'runk 1 VOIP SW - 8 Trunk Authorization 1 MCDNJQSig Networking Software Authorization TelephoMs 14 Install &. Reprogram Existing Norstar Telephone Accessories GIld Power Supplies 1 Uninterrupted Power Supply ON600 A Wiring . . 14 Reused Wiring Training and noc"mentlltion 2 Customer Training (1 hour) Wamznty 1 One Year Enhanced WalTanty with Lightning Protection Equipment located @ 500 Whitehead Street, Key West, FL 33040 Quantity Description 1 SUCCESSION 100DM MULTI GROUP BASe PKG lAC) 4 · XCT CONFERENCE PACK (OPT 51-S1C) 2 . FIlLER PANEL 2 . ~ PROCESSOR WI256MB ~ORY · QUAD SDI PADOLe BOARD 2 . CLOCK CONTROLLER 2 . ClOCK TO FIJI CABLE 5.5FT.aFT 4 . CORE NETWORK POWER SUPPLY AC 2 . DUAL ETI-1ERNET ADAPTER RJ45 FOR IJO PANEL 2 · PEDESTAL ASSEMBLY AC 2 . OPTICAL CABLE MANAGEM~T CARD aCMC 2 . CP PII ETHERNET TO ETHERNET CABLE (8.5 FT) . 4 . FIBER JUNCTOR INTERFACE CARD FIJI 2 . TOP CAP AC pCL7f ; Df s JAN 29 2004 19:16 FR ---- 203 749 4517 TO 4710 Equipment & Software Listing 728119%.001 2 .. SYSTEM MONITOR 2 · MOOUl.E. CPCI COR~ETWORK (CN) N:, 2 .. CARD. CPCI SVSTEM UT1LITY 4 .. PANEL. CPCI CARD 5\..OT FILER 2 .. CPCl CORE! NETWORK INTERFACE CARD 4 .. $-PORT' EXTeNDER VINTAGE F 2 .. r:J> PlI TO 110 PANEl. CTHEANEr CABlE (48 INCH) 3 .. SOl pDLSRD TO 110 CABLE 2 .. CPU INTERFACE CABLE 5 FT. 4 .. PERIPHERAL SIGNALING CARD .. SYS MONITOR TO 501 POLBRO BOARD CABLE (34 IN,) 2 .. CPCI MUL TI-MEOIA DISK UNIT 1 .. SYS MONITOR INTER.CPU CBl CPU CABLE (30 IN.) .. FIBER NETWORK ClQCK-CLOCI< SYNCH CABLE GFT 1 · 2 PT SOl 110 TO DTElDCE 5 .. CPU TO NETWORK CABlE 2 .. ,CPU TO NETWORK CABLE 1 .. COLUMN SPACER KIT 2.75IN. 2 .. CNI TO 3PE CABLE. ( B FT) 2 · CN! TO 3PE CABLE (6 FT_) 2 .. NI;TWORK MODULE NC 4 · AJI TO FIJI FIBER RING CABLE 6FTI2M 6 . MOOUL.E SIDE COVER . SYS MON SERIAL LINK CABLE 2 .. CP PI! TO I/O PANEL DeE CABl.e 48 INCH 2 .. CP PI! TO I/O PANEl. OTE CABLE 48 INCH 1 .. FIJI TO FIJI SYNCH CABLE .. SVS MONITOR TO NDF CABLE (100 FT-) 1 SUCCESSION 1000M MULTI GROUP SYSTEM SOFTWARE 1 fiT. BARS - BASIC ALTERNATE ROUTE SELECTION 70 104 2 8 PRCMIUM NETWORK SERVICES ANAlOG USER ISM 8 PREMIUM NETWORK SERVICES OIGITAL USER ISM B PREMIUM NETWORK SERVICEs IP USER EXTENSION 15M 1 PREMIUM NSWORK S'E!:RVICES ACO AGENTS USER ISM RINGING GENERATOR AlC 30 2 1 FillER PNL-RING GENERATOR ~* ,t~ P.04/08 - .1 JAN 29 2004 19:16 FR ---- 203 749 4517 TO 4710 P.05/08 R Equipment & Software Listing nal1~l 3 MOOI.A.E-INTEWGENT PE(AC) 3 'i PERIPHERAL EQUIP. PIS /It:. 3 .. CONTROu.ER CAFID4 LOOP 3 .INTIaLPEMOOmE-AC GROUND LRE - /iC 1 DOWNLOADABLE OCHI FOR DDP DUAL PORT Dl1iPRl PACKAGE 2 .. OTIIPRIIIIO TO MDF CABLE 50 FT 1 .. OlJAL PORT OTVPRl (OOP) CARD 1 · MER.1 TRUNKTJRCABLE8FT CORD 9.9 FT. NI\ POWER, NEMA, 12!NAC 13A 72 IP PEER H.323 TRUNK ISM 1 OIGITAL UNE CARD (Ol.Cl 2 SUCCESSION MEOlA CARD 32 PORT IP UNE 3,' VOICE GATE!{l/AY 2 .. SUCCESSION lP LINE 3,1IV01CE GATEWAY NTP co ROM 2 · PC MAINT. CABLE 2 .. ITG EMC SHIELDING KIT 2 . INTEGRATED ITG 2..0 IJO PANEL MOUNTING CONNECTOR 2 .. SHIELDED &) PIN KEY TELEPHONE TO DB9 SERIAL. + TWIN ETHERNET AD OOP TO CLOCK eBL 104 FT 3 CDP TO CLOCK CABLE (7 FT) , NElWORK TO CONTROLLER CSL NETWORK TO CONTROLLER CaL NETWORK TO CONTROLl.EiR CBL 12 T1 CARRJERUNKCABl.EKlT 32FT 2 SUPER!.OOP NETWORK CARD 4 CARRIER REMOTE LOCAl. PKG. MODEM KIT 2 MODULE SIDE COVER 2 COI.UMN SPACER KIT 2.751N. ?A-1- s ()f ~ 203 749 4517 TO 4710 P.06/08 JAN 29 2004 19:17 FR ---- 6 2 2 1 1 1 1 1 2 1 1 1 1 18 3 :3 3 6 14 1512 140 100 8 1 12 1 12 250 250 .-- \ . Equipment & Software Listing '7281192.001 PANa. CPCI CARD SLOT FIlER 2 PT SDII10 TO OTE/DCE CNI TO 3PE CABLE (6 FT,) PROGRAMMING CHARGES Nort8I PBX Ramale MonilDring Package .. PCMCIA COMPACT' FLASH 64MB . ADAPTER seRIAl. PTR 19.21< USE WlfItr<<j7 1OCP-'123 .. PANASONIC KXP3123 PRINTER .. MM/oPT 11 DEe TERM PKGE.vr52DCABLE,FIF GNOR BNDR & DOC .. 1'3 RSm MIM CABLE SEE 084380 2S CABLE · PAPER PIN FEED 80 COL 8.5X11 ~ CABLE CONNECTOR (161 MIM (MALEIMALE) 16 FEET . ADAPTER .. TEL TRONICS SITE EVENT BUFFER .. M2008l-tF DISPlAY SET. GRAY STANDARD SET' OIGlTAL UNE CARD (OLe) DUAL PORT OTlIPRI PACKAGE . MER.1TRUNK TJR CABLE 8FT . QUAL PORT OTlIPRI (DOP) CARD · DTlIPR11I/O TO MDF CABLE 50 FT ANALOG UNE CARO WIMSG WAITING REUseO WIRING CHARGES TRAVEL AND LODGING OVERTIME CUTOVER CPE PROJECT MANAGEMENT 1* ~r ONEAC 3.3-5.OKVA BATIeRV CABINET wn STRING ONEAC SOOOVAl34OOWATU-50 PLUG DOUBlE BATTERY (20@12VJ17AH) T.1JDSL CPE PROTECTOR ADTRAN SMART 16 SHELF 2ND CiEN AC POWER AOTRAN RACK MOUNT T1 ESF CSU UNIT FOR SMART 16 SHELF MERIDIAN M3904 PROFESSIONAL. RELEASE 3, CHARCOAL MERIDIAN M3903 ENHANCED RELEASE 3. CHARCOAL . 1 .1 ~~(p 0+ tJ JAN 29 2004 19:17 FR ---- 203 749 4517 TO 4710 P,07/08 _ r Equipment & Software LIsting 'n81l92.oo1 , 1 MULTJ.PURPOSe SER1AL DATA LINK (MSOL) 1 MM 10 CAll.PIlOT M1GRA11ON PKG 1 CALl.P1LOf FAX CAPABllITY-al USERS 1 UM TO CA1J.PllOT MIG BONUS 2D DESKTOP LICENSES 1 CAI.1.PlLOT EXTERNAL MODEM KIT · CBl ~sY, SHlaoEO MODEM CASLE WITH FERRITE 1 · HIW PERIPH, 5eKBPS EXTERNAl. MODEM 1Q BASE T HUB SYMPOSIUM 1 POWER CORD-NEMA5-15PTO IEC320,6FT, 125 VOLT,1OA 1 tIN TO CAl..l..PllOT RTU TRANFER ORDER CODE CALLPlLOT NEW SYSTEM ORDER CODE CALLPtLOT 2.0 TOWER BASE SYS FOR SUCC (RAlD,TAPE & 96 MPUS) CALLPILOT 2.0 FOR M1lNTEGRAllON sw . MM 2 R. SRVC VOICE PRTSTO CLPLT 2 VOICE CHNLS,140 MLBX M1G 1 2 fNl. CHANN8.S 2 FAX CHANNELS MM TO CAU.Ptl.OT NTWRKG MlG MM TO CAU.PlLOT NMS MIG 30 INSTALl. COMMON EQUIPMENT 112 HOUR PREMIUM (OT) 16 INSTALL MISC EQUIPMENT .1/2 HOUR 3 CPE PROJECT MANAGEMeNT.per hour ~7 tiff; JAN 29 2004 19:17 FR ---- 203 749 4517 TO 4710 P,08/08 \ ! Equipment & Software Listing 72811924)01 Equipment Located @ 1200 Truman A vet Key Wes~ FL 33040 Quantity Description 2 CARRIER REMOTE FLOOR PKG. NC 2 . MMI CABLE I<1T(32 FT) 2 * REMOTE PERIPHERAL EQUIPMENT GUIDE 2 * REMOTE PERIPHERAL EQUIPMENT. GUIDE 2 . REMOTE MAINTENANCE CABLE 2 · REMOTE CARRIER/ALARM C8L 4 · MODULE SlOE COVER 2 . PERIPHERAL EQUIP. PIS AC 2 · 1NTBJ.. PE MODULE. - AC 2 . REMOTE CARRIER INTERFACE CARD 1 RINGING GENERATOR NC FIlLER PN\.-RING GENERATOR 1 PEOESTAl/T'OP CAP PKG. AC AC 1 . SYSTEM MONITOR 1 * TOP CAP AC * PEDESTAL BLOWER UNIT AC PREVIOUS# NT8052AA 1 * SYS MaN SERIAL UNK CABLE 1 · POWER D1STRUBUTlON UNIT AC · PEOESTAL.AC OVERHEAD CABLE TRAY KIT UNIVERSAl.. TRUNK CARO 6 T1 CARRIER UN!< CA6LE KIT 32 FT a POWER FAIL TRANSFER UNIT SYS MONITOR TO MDF CABLE STJRT UPGR INC MERIDIAN 1 AUX, ALARM CABLE (48 FT) 8 POWER SUPPLY. .48V DC 1 PER 6 PWR FAIL TRANSFER UPS 0N2200XA-SNTK BATT. PACKONxBC417 2 T.1IOSL CPE PROTECTOR 2 2 AOTRAN T1 ESF Csu ACE WI POWER SUPPLY 32 PROTECTOR C0/2500 ANALOG GAP 7 DIGITAL LINE CARD (OLe) 5 ANALOG UNE CARP W/MSG WAITING 19:2 REUSED WIRING CHARGES ~~a .tiI- 8 ** TOTAL PAGE.08 ** PHASE TWO Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Equipment Schedule Lessee Monroe County Board of County Commissioners Billing Address 500 Whitehead Street City Key West Installation Site See Installation Site Addendum attached hereto and made a part hereof City Supplier Name Bell South Communications Agreement No.lSchedule No. 7281192-002 Price $71,023.19 Date of Schedule 1/29/2004 Term (months) 60 Commitment Date 7/27/2004 Attention Lisa Druckemiller County State FL Zip Code 33040 County State Zip Code Rent is Paid Advance Payment First Day X Last Day of Pa ment Period $0.00 The Advance Payment shall be applied to the first and last Rent payment(s). Lessee's Fiscal Period Rent Lease Rate Factor From: 0.01851500 To: Lease Rate (See Amortization Annex attached hereto) Payment Period ~ Monthly 0 Other TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Schedule) 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 as well as keep the System in its possession and control and not permit such System to be moved from the Installation Site without Lessor's prior written consent. 5. 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 fumished 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 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 any such real estate or building in which the System is located. Lessor may inspect the System and any related maintenance records at any time during normal business hours of Lessee_ A complete description of the System is set forth on the Equipment and Software Listing attached hereto and made a part hereof. BSFS Equipment Leasing Monroe County Board of County Commissioners A Component of General lectric Capital Corporation The terms and conditions of the Master Lease/Purchase Agreement by and between Lessor and Lessee as 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). 4.01000000 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 acceptance criteria specified in the Supplier Agreement. If Lessee fails or refuses to sign the Acceptance Certificate within such (10) ten day period, or if the Lease does not commence by the Commitment Date, 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. BY >- UJ ZZ Oa: ....0 ~~ :c: ....~ <(z :;:) ~~ Z....l <(z N~ :::>cn U>Cij en <(" II> ;U o (.~ 6. SECURITY INTEREST; TITLE Unless otherwise required by the law, upon the Commencement Date, legal title to the Equipment shall vest in Lessee subject to Lessor's rights hereunder; provided that title shall thereafter immediately and without any action by Lessee revest in Lessor, and Lessee shall immediately surrender possession of the System to Lessor, upon the occurrence of an Event of Default. Lessee shall execute any such instruments as Lessor may request to evidence such transfer. To secure Lessee's obligations under this Lease, Lessee hereby grants to Lessor a first priority security interest in Lessee's existing and future right, title and interest in the Lease and the System, which includes all additions, attachments, accessions, and leased Modifications and Additions (as defined in Section 7 below) thereto and replacements therefor as well as all proceeds of the foregoing including, without limitation, insurance proceeds, rents and all sums due or to become due to Lessee with respect to any of the foregoing, and all monies received in respect thereof and the Supplier Agreement. 7. MODIFICATIONS; ADDITIONS; ALTERATIONS: After the Commencement Date of this Lease and without notice to Lessor, Lessee may, at Lessee's expense, alter or modify any item of Equipment with an upgrade, accessory or any other equipment which meets the specifications of the manufacturer of the System for use on or in connection with the System ("Modification") or with Software or other associated items or materials which meet the specifications of the manufacturer of the System and are to be used on or in connection with the System ("Addition"). Any other modification or addition ("Alteration") shall be permitted only upon written notice to Lessor and at Lessee's expense and risk, and any such Alteration shall be removed and the Equipment restored to its normal, unaltered condition at Lessee's expense prior to its retum to Lessor. If not removed upon retum of the System, any Modification or Addition shall become, without charge, the property of Lessor free and clear of all encumbrances. Restoration will include replacement of any parts removed in connection with the installation of an Alteration, Modification or Addition. Any Equipment or Software installed in connection with warranty or maintenance service or manufacturer's upgrades provided at no charge to Lessee shall be subject to this Lease. 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 Term. The rent for CSO Equipment shall be determined by Lessor who shall adjust the then-current Rent and notify Lessee in writing of such adjustment(s), which shall be effective as of the first day of the month following the date of the notice (or the date of the notice if it is the first day of the month) ("CSO Commencement Date"). Any adjustment notice shall be added to and become a part of this Lease. CSO EQ.uipment 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 dear of any and all liens and encumbrances of any nature whatsoever except Lessee's interests hereunder. Lessor shall promptly. pay to Supplier the appropriate price of the CSO Equipment after the later ct (i) the date the CSO Equipment is installed and functioning, or (ii) Lessor's receipt of a full and complete listing of the CSO Equipment and the Supplier's invoice. No interest shall be payable by Lessor to Su"pplier with respect to such payment. LesscTs agreement to lease any CSO Equipment is subject to the condition that the Pnce payable to Supplier with respect thereto shall not exceed $100,000.00 or be less than $1,000.00 and is subject to satisfactory credit review by Lessor of Lessee's credit. 9. RETURN OF SYSTEM: (a) Upon any termination of this Lease pursuant to the terms hereof prior to the end of the Term or, (b) at Lessor's request upon the occurrence of an Event of Default, Lessee shall, at its own risk and sole expense, immediately return the System to Lessor by properly removing, disassembling and packing it for shipment, loading it on board a carrier acceptable to Lessor. ana 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 aoes not immediately return the System to Lessor as required herein, Lessee shall pay to Lessor, upon demand. an amount equal to the then current Rent prorated on a daily basis for each day from and including the termination or expiration date of the Lease through and including the day Lessee ships the System to Lessor in accordance with this Section. Les see shall pay to Lessor, upon written demand, any amount necessary to place the System in good repair, condition and working order, ordinary wear and tear excepted. 10. PURCHASE OPTION: Provided that there is no Event of Default, or an event which with rotice or lapse of time, or both, could become an Event of Default, then existing and continuing, upon payment by Lessee of $1.00 at the end of the Term hereof. Lessor shall transfer, assign, and convey its interest in all of the Equipment to Lessee, and Lessor shall assign any nonexclusive sublicense to Lessee to use all of the Software. Lessee also shall be responsible for the payment of all sales taxes, transfer fees and other similar charges, if any, which may arise in connection with Lessee's payment of the purchase price. Upon satisfaction by Lessee of such purchase conditions, Lessor's sole and exclusive obligation after payment of the purchase price shall be to deliver to Lessee any and all right, title and interest it may have in and to such Equipment, such as Lessor shall have received from the Supplier, warranted only to be free and clear of all liens, encumbrances, rights, title and interests of others arising solely out of Lessor's actions, to release Lessor's security interests in the Equipment and to assign to Lessee a non-exclusive Software sublicense as described in the Supplier Agreement. Lessor's assignment of the sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all applicable terms and conditions of the license and/or sublicense set forth in the Supplier Agreement. Lessee purchases the Equipment and receives the sublicense to use the Software AS-IS, WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN THE LEASE. SLGSCHED 7/14/99 C:\Documents andSettings\DNCJHH1T\DesktoplMonroe County7281192-003.doc Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Acceptance Certificate Lessee Monroe County Board of County Commissioners Agreement NO./Schedule No. 7281192-002 This Acceptance Certificate is made with respect to that Agreement and Schedule referenced above. Capitalized terms used herein shall have the same meanings assigned to them in the Agreement and the Schedule. n behalf of Lessee, I hereby certify that all of the System described in the Schedule to the Agreement has delivered to and received by the Lessee. The System has been examined by the Lessee and is in operating order and condition and is satisfactory to the Lessee. Therefore, the Lessee irrevocably cepts the System for all purposes under the Lease as of the following date: ~ (Inserl Date of Acceptance) ..>~.:,'~;:::~::~:,,_::=:=,:,~- :-:''! ):~~;, BY ~~ c. 0d3Y) d'I<6-D,+' .1: Ji' jl'" it' - ~ ~ w' ;f I;: i) -_~ \\\ Monroe County Board of County Commissioners ',\ ~ '.\~, . ., ,~,' \\ > ';~ .', i :L f .:;! "" / ;r "','/" ,:.,;-_:'-;:;.; PRINT NAME rrlurr,(l j TITLE lYla ~ r 1-.:"'. DATE (SEAl) ^TT~;;LJ(tAW~ ~y ~ g~PUTY CI.ISRK NOTE: When you are ready to accept your System, please sign this form and: FAX to: 866-640-0117 AND MAIL to: 10 Riverview Drive Danbury, CT 06810 AUn: Originations SLG Acceptance Certifcate 6120/99 C:\Documents and Setting:IDNCJHH1 T\Desktop'Accept Cert 7281192-002.doc Page 1 of 1 BSFS Equipment Leasing Lessee: Monroe County Board of County Commissioners .9. q Agreement No.lSchedule No. : Federal Tax ID Number: 6 {ctfJ074 7281192-002 (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 bv checkina below: D Invoice Lessee for upfront sales tax: do not add to Price. Please note: If you have elected a $1 Purchase Option, then you are responsible for promptly reporting and paying personal property taxes. To insure we bill you correctly, please review the questions below. If the information on your lease documents is correct, you do not need to complete the blanks, only check the Yes box next to that section. If the information on the documents is incorrect, please insert the correct information below. Information on documentation correct? DYes [!( No In -<mation on documentation correct? IJ'rr Yes 0 No System Installation Address: City: Zip: State: County: If applicable, enclose a copy of Lessee's Purchase Order. Purchase Order Number: Start Date: Expiration Date: Please indicate your sales tax status below. The system is exempt from sales tax. D D No Yes 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 any portion of the System is located.) Executed certificates (or letter, if a state or local government or agency) must be submitted with signed lease documents, otherwise we will be required to bill you for applicable taxes. C:IDocuments and SettingslDNCJHH1TIDesktoplMonroe County 7281192-003.doc SLG 11/1/99 Preparer: C:IDocuments and SettingslDNCJHH1nDesktoplMonroe County 7281192-003.doc SLG 11/1/99 Date Prepared Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Amortization Annex Lessee Monroe County Board of County Commissioners Agreement NoJSche dule No. 7281192.{)O2 Rent Payment Principal Interest Number Rent Component Component SEE ATTACHED AMORTIZATION TABLE '0'1 rlfqtl"" AMORTIZATION SCHEDULE FOR ACCTG. PURPOSES ONLY, DOES NOT REPRESENT A BUY OUT, CASUALTY OR TERMINATION VALUE. CUSTOMER Monroe County Board of County Commissioners Lease # 7281192-002 AMOUNT $71,023.19 RATE 4.22% L.R.F.= .018515 TERM 60 ADVorARR arr PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 0 $71,023.19 $0.00 $0.00 $0.00 $71,023.19 1 $71,023,19 $249.64 $1,065,36 $1,314,99 $69,957.83 2 $69,957,83 $245.89 $1,069,10 $1,314,99 $68,888.73 3 $68,888.73 $242.14 $1,072.86 $1,314.99 $67,815.87 4 $67,815.87 $238.36 $1,076.63 $1,314.99 $66,739.25 5 $66,739.25 $234.58 $1,080.41 $1,314.99 $65,658,83 6 $65,658.83 $230.78 $1,084.21 $1,314.99 $64,574.62 7 $64,574.62 $226.97 $1,088.02 $1,314,99 $63,486.60 8 $63,486,60 $223.15 $1,091.85 $1,314.99 $62,394.75 9 $62,394.75 $219.31 $1,095.68 $1,314.99 $61,299.07 10 $61,299.07 $215.46 $1,099.54 $1,314.99 $60,199.53 11 $60,199.53 $211.59 $1,103.40 $1,314,99 $59,096.13 12 $59,096.13 $207.72 $1,107.28 $1,314.99 $57,988.85 13 $57,988.85 $203.82 $1,111.17 $1,314.99 $56,877.68 14 $56,877.68 $199.92 $1,115.08 $1,314.99 $55,762.61 15 $55,762.61 $196.00 $1,119.00 $1,314.99 $54,643.61 16 $54,643,61 $ 192.Q7 $1,122,93 $1,314.99 $53,520,68 17 $53,520.68 $188.12 $1,126.88 $1,314,99 $52,393.81 18 $52,393.81 $184.16 $1,130.84 $1,314.99 $51,262,97 19 $51,262.97 $180.18 $1,134.81 $1,314.99 $50,128,16 20 $50,128.16 $176.19 $1,138.80 $1,314.99 $48,989.36 21 $48,989.36 $172.19 $1,142.80 $1,314.99 $47,846.56 22 $47,846.56 $168.18 $1,146.82 $1,314.99 $46,699.74 23 $46,699.74 $164.14 $1,150.85 $1,314.99 $45,548.89 24 $45,548.89 $160.10 $1,154.90 $1,314,99 $44,393.99 25 $44,393.99 $156.04 $1,158.95 $1,314.99 $43,235.04 26 $43,235,04 $151.97 $1,163.03 $1,314.99 $42,072.01 27 $42,072.01 $147.88 $1,167.12 $1,314,99 $40,904.89 28 $40,904.89 $143.78 $1,171.22 $1,314.99 $39,733.68 29 $39,733.68 $139.66 $1,175.34 $1,314,99 $38,558.34 30 $38,558.34 $135.53 $1,179.47 $1,314.99 $37,378.88 31 $37,378.88 $131.38 $1,183.61 $1,314.99 $36,195.26 32 $36,195.26 $127.22 $1,187,77 $1,314.99 $35,007.49 33 $35,007.49 $123.05 $1,191.95 $1,314.99 $33,815.54 34 $33,815.54 $118.86 $1,196.14 $1,314.99 $32,619.41 35 $32,619.41 $114.65 $1,200.34 $1,314.99 $31,419.07 36 $31,419.07 $110.43 $1,204.56 $1,314.99 $30,214.51 37 $30,214.51 $106.20 $1,208.79 $1,314.99 $29,005.71 38 $29,005.71 $101.95 $1,213,04 $1,314.99 $27,792.67 39 $27,792.67 $97.69 $1,217.31 $1,314.99 $26,575.36 40 $26,575.36 $93.41 $1,221.59 $1,314.99 $25,353.78 41 $25,353.78 < $89.12 $1,225.88 $1,314.99 $24,127.90 42 $24,127.90 $84.81 $1,230.19 $1,314.99 $22,897.71 CUSTOMER Monroe County Board of County Commissioners Lease # 7281192-002 AMOUNT $71,023.19 RATE 4.22% L.R.F.= .018515 TERM 60 ADV or ARR aIT PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 43 $22,897.71 $80.48 $1,234.51 $1,314.99 $21,663.20 44 $21,663.20 $76.14 $1,238.85 $1,314.99 $20,424.35 45 $20,424.35 $71.79 $1,243.21 $1,314.99 $19,181.14 46 $19,181.14 $67.42 $1,247.57 $1,314.99 $17,933.57 47 $17,933.57 $63.03 $1,251.96 $1,314.99 $16,681.61 48 $16,681.61 $58,63 $1,256.36 $1,314.99 $15,425.25 49 $15,425.25 $54.22 $1,260.78 $1,314.99 $14,164.47 50 $14,164.47 $49.79 $1,265.21 $1,314,99 $12,899.26 51 $12,899.26 $45.34 $1,269.65 $1,314.99 $11,629.61 52 $11,629.61 $40.88 $1,274.12 $1,314.99 $10,355.49 53 $10,355.49 $36.40 $1,278.60 $1,314.99 $9,076.90 54 $9,076.90 $31.90 $1,283.09 $1,314.99 $7,793.81 55 $7,793.81 $27.39 $1,287.60 $1,314.99 $6,506.21 56 $6,506.21 $22.87 $1,292,13 $1,314.99 $5,214.08 57 $5,214.08 $18.33 $1,296.67 $1,314.99 $3,917.41 58 $3,917.41 $13.77 $1,301.23 $1,314.99 $2,616.19 59 $2,616.19 $9.20 $1,305.80 $1,314.99 $1,310,39 60 $1,310,39 $4.61 $1,310.39 $1,314.99 ($0.00) TOTALS $7,876.42 $71,023.19 $78,899.61 LESSEE~ ( ~ DATE: ~ Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Installation Site Addendum Lessee Monroe County Board of County Commissioners Agreement NoJSchedule No. 7281192-002 Contemporaneously with entering into the Schedule to the Master Lease/Purchase Agreement referenced above, Lessor and Lessee agree that the System described on the Schedule will be located at the following Installation Sites as of the Commencement Date: Street 490 63rd Street Ocean 4695 Overseas Highway 3101 Overseas Highway 186 Key Heights Drive 8924 Overseas Highway City Marathon Marathon Marathon Plantation Key Plantation Key County/Province State/Country FL FL FL FL FL Zip Code 33050 33050 33050 33037 33037 Equipment located at 490 63rd Street Ocean, Marathon, FL 33050 = Equipment located at 4695 Overseas Highway, Key West, FL 33050 = Equipment located at 3101 Overseas Highway, Key West, FL 33050 = Equipment located at 186 Key Heights Drive, Plantation Key, FL 33037 = Equipment located at 8924 Overseas Highway, Plantation Key, FL 33037 = $24,855.74 $17,494.19 $ 9,478.18 $ 9,437.66 $ 9,757.42 BSFS Equipment Lasing A Com t of eral Electric Capital Monroe County Board of County Commissioners BY SLG 11/1/99 SUZANNE A. HUTTON ASS'STANA;OU~~TTORNEY Date_ ? I~ / - Form 8038-GC Information Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales ~ Under Internal Revenue Code section 149(e) OMB No. 1545-0720 (Rev. November 2000) Caution: If the issue price of the issue is $100,000 or more, use Form 8038-G. Check box if Amended Return ~ 0 2 Issuer's employer identification number Issuer's name Monroe County Board of County Commissioners 3 Number and street (or P.O. box if mail is not delivered to street address) 500 whitehead Street 4 City, town, or post office, state, and ZIP code Key West, FL 33040 8a Issue price of obligation(s) (see instructions) . b Issue date (single issue) or calendar year (consolidated) (see instructions) ~ _ U _ h u ___ ___ U U U 9 Amount of the reported obligation(s) on line 8a: a Used to refund prior issue(s) . b Representing a loan from the proceeds of another tax-exempt obligation (e.g., bond bank) 9b 10 If the issuer has designated any issue under section 265(b)(3)(B)(i)(111) (small issuer exception). check this box 11 If any obligation is in the form of a lease or installment sale. check this box . 12 If the issuer has elected to a a enalt in lieu of arbitra e rebate, check this box 6 Room/suite 5 Report number 7 Telephone number of officer or legal representative ( 305 ) 295-5100 III or on a consolidated basis 0 ' 71,023.19 nfa nfa ~D ~1lJ ~D Sign Here Under penalties of perjury, I declare that I have examined this return and accompanyin9 schedules and statements, and to the best of my knowledge and belief, are true, correct, (d ~ ~ Issuer's authorized representative M~or General Instructions Section references are to the Interna/ Revenue Code unless otherwise noted. Purpose of Form Form 8038-GC is used by the issuers of tax-exempt governmental obligations to provide the IRS with the information required by section 149(e) and to monitor the requirements of sections 141 through 150. Who Must File Issuers of tax-exempt governmental obligations with issue prices of less than $100,000 must file Form 8038-GC. Issuers of a tax-exempt governmental obligation with an issue price of $100,000 or more must file Form 8038-G, Information Return for Tax-Exempt Governmental Obligations. Filing a separate return. Issuers have the option to file a separate Form 8038-GC for any tax-exempt governmental obligation with an issue price of less than $100,000. An issuer of a tax-exempt bond used to finance construction expenditures must file a separate Form 8038-GC for each issue to give notice to the I RS that an election was made to pay a penalty in lieu of arbitrage rebate (see the line 12 instructions). Filing a consolidated return. For all tax-exempt governmental obligations with issue prices of less than $100,000 that are not reported on a separate Form 8038-GC. an issuer must file a consolidated information return including all such issues issued within the calendar year. Thus, an issuer may file a separate Form 8038-GC for each of a number of small issues and report the remainder of small issues issued during the calendar year on one consolidated Form 8038-GC. However. a separate Form 8038-GC must be filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. When To File To file a separate return, file Form 8038-GC on or before the 15th day of the second calendar month after the close of the calendar quarter in which the issue is issued. To file a consolidated return, file Form 8038-GC on or before February 15th of the calendar year following the year in which the issue is issued. Late filing. An issuer may be granted an extension of time to file Form 8038-GC under Section 3 of Rev. Proc. 88-10, 1988-1 C.B. 635. if it is determined that the failure to file on time is not due to willful neglect. Type or print at the top of the form. "This Statement Is Submitted in Accordance with Rev. Proc. 88-10." Attach to the Form 8038-GC a letter briefly stating why the form was not submitted to the IRS on time. Also indicate whether the obligation in question is under examination by the IRS. Do not submit copies of any bond documents, leases. or installment sale documents. See Where To File below. Where To File File Form 8038-GC, and any attachments. with the Internal Revenue Service Center, Ogden. UT 84201. ~ on Other Forms That May Be Required For rebating arbitrage (or paying a penalty in lieu of arbitrage rebate) to the Federal government, use Form 8038-T, Arbitrage Rebate and Penalty in Lieu of Arbitrage Rebate. For private activity bonds, use Form 8038. Information Return for Tax-Exempt Private Activity Bond Issues. Rounding to Whole Dollars You may show the money items on this return as whole-dollar amounts. To do so, drop any amount less than 50 cents and increase any amount from 50 to 99 cents to the next higher dollar. Definitions Obligations. This refers to a single tax-exempt governmental obligation if Form 8038-GC is used for separate reporting or to multiple tax-exempt governmental obligations if the form is used for consolidated reporting. Tax-exempt obligation. This is a bond. installment purchase agreement, or financial lease, on which the interest is excluded from income under section 103. Tax-exempt governmental obligation. A tax-exempt obligation that is not a private activity bond (see below) is a tax-exempt governmental obligation. This includes a bond issued by a qualified volunteer fire department under section 150(e). Private activity bond. This includes an obligation issued as part of an issue in which: . More than 10% of the proceeds are to be used for any private activity business use, and Cat No. 64108B Form 8038-GC (Rev. 11-2000) Form B03B-GC (Rev. 11-2000) Page 2 . More than 10% of the payment of principal or interest of the issue is either (a) secured by an interest in property to be used for a private business use (or payments for such property) or (b) to be derived from payments for property (or borrowed money) used for a private business use. It also includes a bond. the proceeds of which (a) are to be used to make or finance loans (other than loans described in section 141 (c)(2)) to persons other than governmental units and (b) exceeds the lesser of 5% of the proceeds or $5 million. Issue. Generally. obligations are treated as part of the same issue only if they are issued by the same issuer. on the same date. and as part of a single transaction. or a series of related transactions. However. obligations issued during the same calendar year (a) under a loan agreement under which amounts are to be advanced periodically (a "draw-down loan") or (b) with a term not exceeding 270 days. may be treated as part of the same issue if the obligations are equally and ratably secured under a single indenture or loan agreement and are issued under a common financing arrangement (e.g.. under the same official statement periodically updated to reflect changing factual circumstances). Also. for obligations issued under a draw-down loan that meets the requirements of the preceding sentence. obligations issued during different calendar years may be treated as part of the same issue if all of the amounts to be advanced under the draw-down loan are reasonably expected to be advanced within 3 years of the date of issue of the first obligation. Likewise. obligations (other than private activity bonds) issued under a single agreement that is in the form of a lease or installment sale may be treated as part of the same issue if all of the property covered by that agreement is reasonably expected to be delivered within 3 years of the date of issue of the first obligation. Arbitrage rebate. Generally. interest on a state or local bond is not tax exempt unless the issuer of the bond rebates to the United States arbitrage profits eamed from investing proceeds of the bond in higher yielding nonpurpose investments. See section 148(1). Construction issue. This is an issue of tax-exempt bonds that meets both of the following conditions: 1. At least 75% of the available construction proceeds of the issue are to be used for construction expenditures with respect to property to be owned by a governmental unit or a 501 (c)(3) organization. and 2. All of the bonds that are part of the issue are qualified 501 (c)(3) bonds. bonds that are not private activity bonds. or private activity bonds issued to finance property to be owned by a governmental unit or a 501 (c)(3) organization. In lieu of rebating any arbitrage that may be owed to the United States. the issuer of a construction issue may make an irrevocable election to pay a penalty. The penalty is equal to 1'/,% of the amount of construction proceeds that do not meet certain spending requirements. See section 148(1)(4)(C) and the Instructions for Form 8038- T. Specific Instructions In general. a Form 8038-GC must be completed on the basis of available information and reasonable expectations as of the date the issue is issued. However. forms that are filed on a consolidated basis may be completed on the basis of information readily available to the issuer at the close of the calendar year to which the form relates. supplemented by estimates made in good faith. Part I-Reporting Authority Amended return. If this is an amended Form 8038-GC. check the amended return box. Complete Part I and only those lines of Form 8038-GC that are being amended. Do not amend estimated amounts previously reported once the actual amounts are determined. (See the Part II instructions below.) Line 1. The issuer's name is the name of the entity issuing the obligations. not the name of the entity receiving the benefit of the financing. In the case of a lease or installment sale. the issuer is the lessee or purchaser. Line 2. An issuer that does not have an employer identification number (EIN) should apply for one on Form 55-4, Application for Employer Identification Number. This form may be obtained at Social Security Administration offices or by calling 1-800-TAX-FORM. If the EIN has not been received by the due date for Form 8038-GC. write "Applied for" in the space for the EIN. Line 5. After the preprinted 5. enter two self-designated numbers. Number reports consecutively during any calendar year (e.g.. 534. 535. etc.). Part II-Description of Obligations Line 8a. The issue price of obligations is generally determined under Regulations section 1.148-1 (b). Thus. when issued for cash. the issue price is the price at which a substantial amount of the obligations are sold to the public. To determine the issue price of an obligation issued for property. see sections 1273 and 1274 and the related regulations. Line 8b. For a single issue. enter the date of issue. generally the date on which the issuer physically exchanges the bonds that are part of the issue for the underwriter's (or other purchaser's) funds: for a lease or installment sale. enter the date interest starts to accrue. For issues reported on a consolidated basis. enter the calendar year during which the obligations were issued. * Lines 9a and 9b. For line 9a. enter the amount of the proceeds that will be used to pay principal. interest. or call premium on any other issue of bonds. including proceeds that will be used to fund an escrow account for this purpose. Both line 9a and 9b may apply to a particular obligation. For example. report on line 9a and 9b obligations used to refund prior issues which represent loans from the proceeds of another tax-exempt obligation. Line 11. Check this box if property other than cash is exchanged for the obligation. e.g.. acquiring a police car. a fire truck. or telephone equipment through a series of monthly payments. (This type of obligation is sometimes referred to as a "municipal lease.") Also check this box if real property is directly acquired in exchange for an obligation to make periodic payments of interest and principal. Do not check this box if the proceeds of the obligation are received in the form of cash. even if the term "lease" is used in the title of the issue. Line 12. Check this box if the issue is a construction issue and an irrevocable election to pay a penalty in lieu of arbitrage rebate has been made on or before the date the bonds were issued. The penalty is payable with a Form 8038-T for each 6-month period after the date the bonds are issued. Do not make any payment of penalty in lieu of rebate with Form 8038-GC. See Rev. Proc. 92-22. 1992-1 C.B. 736. for rules regarding the "election document" Paperwork Reduction Act Notice We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws. You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally. tax returns and return information are confidential. as required by section 6103. The time needed to complete and file this form varies depending on individual circumstances. The estimated average time is: Learning about the law or the form 1 hr.. 58 min. . 3 hr.. 3 min. Preparing the form Copying. assembling. and sending the form to the IRS . 16 min. If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler. we would be happy to hear from you. You can write to the Tax Forms Committee. Western Area Distribution Center. Rancho Cordova. CA 95743-0001. Do not send the form to this address. Instead. see Where To File on page 1. JAN 30 2004 10:38 FR ---- 203 749 4517 TO 4710 P,01/03 Equipment & Software Listing 7281192..00 1 Equipment located @ 4695 Overseas Highway, Marathon, FL 33050 QUantity Description Business Commtmication Manager 1 BCM 3.5 on BCM 400 Platform with 2 LAN Interfaces 1 BeM 4 x 16 StationITrunk 1 BeM 32+ Digital Station Media Bay Module 1 VOIP SW - 12 Trunk Authorization 1 MCDN/QSig - Networking Software Authorization Telephones 33 Install & Reprogram Existing Norstar Telephone Accessories aM Power Supplies 1 Uninterrupted Power Supply ON600 A Training and DocUlMlUaIion 4 Customer Ttaining (1 hom) Wiring 33 Reused Wiring WQJ"1'fUJty . 1 One Year Enhanced Warranty with Lightning Protection .Equi~ment Located @ 3101 Overseas Highway, Marathon, FL 33050 Quantity Description B~ine.. Communication Matl4ger 1 BCM 3,0 BCM 200 2 BCM 4 x 16 StationlTrunk 1 VOIP SW -16 Trunk Authorization 1 MCDN/QSig - Networking Software Authorization Telephone, 17 Install & Reprogram Existing Noestar Telephone AceesSDrin and Power Supplies 1 Uninterrupted Power Supply ON6QO A Traitdng and Docu.mentDtion 2 Customer Training (1 hour) Wiring 17 Reused Wiring WarmlJty 1 One Year Enhanced Warranty with Lightning Protection ~;~~uratelY describe. the Equipment .ubject to Ibis Lease. ~)t(j~o/" ~-I~-OLt SiglWl1l1:: of Dau, Page , of 3 (Total Pages) JAN 30 2004 10:38 FR ---- 203 749 4517 TO 4710 P.02/03 Equipment & Software Listing 7281192-00 1- Equi~ent located @ 186 Key Heights Drive. Plantation Key. FL 33070 Quandty Description Buainen eomm"nktdion MllJUlgt,. 1 BCM 3.5 on BCM 400 Platform with 2 LAN Interfaces 2 BCM 4 x 16 SEationlI'nmk 1 VOlP SW - 16 Trunk Authorization 1 MCDN/QSig Networking Software Authorization r.ltJphoMI 23 Inslall & Reprogram Existing N01'$tar Telephone Ac",_";,, tuUl Power SUJlPUe. 1 Uninten:upted Power Supply ON600 A Training lUUI DoelDlUlnlllliDn 4 CUstomer Training (1 hour) Wiring 23 Reused Wiring W4l'l'tUlt1 1 One Year Enhanced Warranty with Lightning Protection I .j I :Equipment located @ 8924 Overseas Highway, Plantation Key. FL 33070 Qwu.dty Description BllJlineslI CollU1Ulnkation MtJIUIger 1 BCM 3.0 BCM 200 Digital MCDN Station Bundle 1 BeM 4 x 16 StatiowTrunk 1 VOW SW - 4 Trunk Authorization 1 MCDN/QSig Networking Software Authorization Telephones 4 Install & Reprogram Existing Norstar Telephone Accessorin and Po we,. SuppUes 1 Uninterrupted Power Supply ON600 A Training and DoeumentlltiuII 2 Customer Training (1 hour) Wiring 4 Reused Wiring Warrant)' 1 One Year Enhanced Warranty with Lightning Protection Equipment located @ 490 63rd Street Ocean. Marathon, FL 33050 Quantity Des(ription 1 REMOTE CARRIER INTERFACE CARD 1 MMI CABLE KIT (32 FT) 1 REMOTE CARRI~Ft'Al..ARM cal 1 REMOTE MAINTENANCE CABLE PCL1- ;2. of-..3 JAN 30 2004 10:39 FR ---- 203 749 4517 TO 4710 . Equipment & Software Listing 12811'2-OQ~ 1 REMOTE SERVICES PROOUCTS GUIDE 1 REMOTE PERIPHERAL. EO GUIDE 1 DIGITAl.. UNE CARD (OLC) 2 ANALOG UNE CARD WIMSG WAITING 2 T1 CARRIER UNK CABlE KIT 32FT 2. POWER. FAIL TRANSFER UNIT 1 SVS MONITOR TO MDF CABLE STJRT uPGR lNC MERIDIAN 1 2 AUX. ALARM CABlE (48 FT) POWER. SUPPLY, -4fN DC 1 PER 6 PWR FAlL TRANSI=ER 20 TRAVEl. AND LODGING 176 REUsED INIR1NG CHARGES .2 PROTECTOR COI25OO ANALOG 6JIP 2 ADTRAN T1 ESF CSU ACE WI POWER SUPPLY 2 cPE PROJECT MANAGEMENT -per hour 75 OVERTIME CUTOvER 1 INTEU.. PE MODULE - AC .~CVf 3 ~+ 3 P,03/03 ~ ** TOTAL PAGE,03 ** PHASE THREE Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Equipment Schedule Lessee Monroe County Board of County Commissioners Billing Address 500 Whitehead Street City Key West Installation Site See Installation Site Addendum attached hereto and made a part hereof City Supplier Name Bell South Communications Agreement No.lSchedule No. 7281192-003 Price $261,109.22 Datil of Schedule 1/29/2004 Term (months) 60 Commitment Date 7/27/2004 Attention Lisa Druckemiller County State FL Zip Code 33040 County State Zip Code Rent is Paid Advance Payment First Day X Last Day of Pa ment Period $0.00 The Advance Payment shall be applied to the first and last Rent payment(s). Lessee's Fiscal Period Rent Lease Rate Factor From: 0.01851500 To: Lease Rate 4.01000000 (See Amortization Annex attached hereto) Payment Period ~ Monthly 0 Other TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Schedule) 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 as well as keep the System in its possession and control and not permit such System b be moved from the Installation Site without Lessor's prior written consent. 5. 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 fumished 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 dear of all liens and encumbrances, except 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, fumish a waiver of any interest in the System from any party having an interest in any such real estate or building in which the System is located. Lessor may inspect the System and any relate maintenance records at any time during normal business hours of Lessee. A complete description of the System is set forth on the Equipment and Software Listing attached hereto and made a part hereof;>- BSFS Equipment Leasing Monroe County Board of County Commissioners Z A Component of Gener I Electric Capital Corporation g; (~ ~LL >-1- Z<( =>0 Ow wO The terms and conditions of the Master Lease/Purchase Agreement by and between Lessor and Lessee as 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). BY 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 acceptance criteria specified in the Supplier Agreement. If Lessee fails or refuses to sgn the Acceptance Certificate within such (10) ten day period, or if the Lease does not commence by the Commitment Date, 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. Q) a; o 6. SECURITY INTEREST; TITLE Unless otherwise required by the law, upon the Commencement Date, legal title to the Equipment shall vest in Lessee subject to Lessor's rights hereunder; provided that title shall thereafter immediately and without any action by Lessee revest in Lessor, and Lessee shall immediately surrender possession of the System to Lessor, upon the occurrence of an Event of Default. Lessee shall execute any such instruments as Lessor may request to evidence such transfer. To secure Lessee's obligations under this Lease, Lessee hereby grants to Lessor a first priority security interest in Lessee's existing and future right, title and interest in the Lease and the System, which includes all additions, attachments, accessions, and leased Modifications and Additions (as defined in Section 7 below) thereto and replacements therefor as well as all proceeds of the foregoing including, without limitation, insurance proceeds, rents and all sums due or to become due to Lessee with respect to any of the foregoing, and all monies received in respect thereof and the Supplier Agreement. 7. MODIFICATIONS; ADDITIONS; ALTERATIONS: After the Commencement Date of this Lease and without notice to Lessor, Lessee may, at Lessee's expense. alter or modify any item of Equipment with an upgrade, accessory or any other equipment which meets the specifications of the manufacturer of the System for use on or in connection with the System ("Modification") or with Software or other associated items or materials which meet the specifications of the manufacturer of the System and are to be used on or in connection with the System ("Addition"). Any other modification or addition ("Alteration") shall be permitted only upon written notice to Lessor and at Lessee's expense and risk, and any such Alteration shall be removed and the Equipment restored to its normal, unaltered condition at Lessee's expense prior to its retum to Lessor. If not removed upon retum 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 instaled in connection with warranty or maintenance service or manufacturer's upgrades provided at no charge to Lessee shall be subject to this Lease. 8. LEASES FOR MODIFICATIONS AND ADDITIONS: During the Term of this Lease, at Lessee's request, Lessor may elect to lease to Lessee Modifications and Additions ("CSO Equipment") subject to the terms of this Lease. While the CSO Equipment shall be added to and become a part of this Lease as of the CSO Commencement Date (as defined below), the CSO Lease Addendum shall be assigned a separate Schedule number. The lease for CSO Equipment shall expire at the same time as this Lease. The applicable Lease Rate Factor shall be Lessor's then-current Lease Rate Factor for similar transactions based upon the remaining length of the Term. The rent for CSO Equipment shall be determined by Lessor who shall adjust the then-<:urrent Rent and notify Lessee in writing of such adjustrnent(s), which shall be effective as of the first day of the month following the date of the notice (or the date of the notice if it is the first day of the month) ("CSO Commencement Date"). Any adjustment notice shall be added to and become a part of this Lease. CSO Equipment must be ordered by Lessee from the Supplier. On the date any CSO Equipment is delivered to Lessee, Supplier shall pass title to such CSO Equipment (other than any Software which shall be licensed and/or sublicensed) directly to Lessor. Such title shall be good and marketable and free and clear of any and all liens and encumbrances of any nature whatsoever except Lessee's interests hereunder. Lessor shall promptllt pay to Supplier the appropriate price of the CSO Equipment after the later of (I) the date the CSO Equipment is installed and functioning, or (ii) Lessor's receipt of a full and complete listing of the CSO Equipment and the Supplier's invoice. No interest shall be payable by Lessor to Supplier with respect to such payment. Lessor's agreement to lease any CSO Equipment is subject to the condition that the Pnce payable to Supplier with respect thereto shall not exceed $100,000.00 or be less than $1,000.00 and is subject to satisfactory credit review by Lessor of Lessee's credit. 9. RETURN OF SYSTEM: (a) Upon any termination of this Lease pursuant to the terms hereof prior to the end of the Term or, (b) at Lessor's request upon the occurrence of an Event of Default, Lessee sliall, at its own risK and sole expense, immediately retum the System to Lessor by properly removing, disassembling and packing it for shipment, loading it on board a carrier acceptable to Lessor, ana 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 aoes not immediately return the System to Lessor as required herein, Lessee shall pay to Lessor, upon demand, an amount equal to the then current Rent prorated on a daily basis for each day from and induding the termination or expiration date of the Lease through and induding the day Lessee ships the System to Lessor in accordance with this Section. Lessee shall pay to Lessor, upon written demand, any amount necessary to place the System in good repair, condition and working order, ordinary wear and tear excepted. 10. PURCHASE OPTION: Provided that there is no Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing and continuing, upon payment by Lessee of $1.00 at the end of the Term hereof. Lessor shall transfer, assign, and convey its interest in all of the Equipment to Lessee. and Lessor shall assign any nonexclusive sublicense to Lessee to use all of the Software. Lessee also shall be responsible for the payment of all sales taxes, transfer fees and other similar charges, if any, which may arise in connection with Lessee's payment of the purchase price. Upon satisfaction by Lessee of such purchase conditions, Lessor's sole and exclusive obligation after payment of the purchase price shall be to deliver to Lessee any and all right, title and interest it may have in and to such Equipment, such as Lessor shall have received from the Supplier, warranted only to be free and clear of all liens, encumbrances, rights. title and interests of others arising solely out of Lessor's actions. to release Lessor's security interests in the Equipment and to assign to Lessee a non-exdusive Software sublicense as described in the Supplier Agreement. Lessor's assignment of the sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all applicable terms and conditions of the license and/or sublicense set forth in the Supplier Agreement. Lessee purchases the Equipment and receives the sublicense to use the Software AS-IS, WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN THE LEASE. SLGSCHED 7/14/99 C:\Documents and SellingsIDNCJHH1T\DesktoplMonroe County7281192-002.doc Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Amortization Annex Lessee Monroe County Board of County Commissioners Agreement NoJSchedule No. 7281192-003 Rent Payment Principal Interest Number Rent Component Component SEE ATTACHED AMORTIZATION TABLE 10') 00') ,in,. AMORTIZATION SCHEDULE FOR ACCTG. PURPOSES ONLY, DOES NOT REPRESENT A BUY OUT, CASUALTY OR TERMINATION VALUE. CUSTOMER Monroe County Board of County Commissioners Lease # 7281192-003 AMOUNT $261,109.22 RATE 4.22% L.R.F.= ,018515 TERM 60 ADV or ARR arr PA YMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 0 $261,109.22 $0.00 $0.00 $0,00 $261,109,22 1 $261,109.22 $917.77 $3,916.67 $4,834.44 $257,192,55 2 $257,192.55 $904.00 $3,930.44 $4,834.44 $253,262.12 3 $253,262.12 $890.19 $3,944.25 $4,834.44 $249,317.87 4 $249,317.87 $876.32 $3,958,11 $4,834.44 $245,359.75 5 $245,359,75 $862.41 $3,972.03 $4,834.44 $241,387.72 6 $241,387.72 $848.45 $3,985.99 $4,834.44 $237,401.74 7 $237,401.74 $834.44 $4,000.00 $4,834.44 $233,401.74 8 $233,401.74 $820.38 $4,014.06 $4,834.44 $229,387.68 9 $229,387.68 $806.27 $4,028,17 $4,834.44 $225,359.52 10 $225,359.52 $792.11 $4,042.32 $4,834.44 $221,317.19 11 $221,317.19 $777.90 $4,056.53 $4,834.44 $217,260.66 12 $217,260,66 $763.65 $4,070.79 $4,834.44 $213,189.87 13 $213,189.87 $749.34 $4,085.10 $4,834.44 $209,104.77 14 $209,104.77 $734.98 $4,099.46 $4,834.44 $205,005,31 15 $205,005.31 $720.57 $4,113.87 $4,834.44 $200,891.44 16 $200,891.44 $706.11 $4,128.33 $4,834.44 $196,763.11 17 $196,763.11 $691.60 $4,142.84 $4,834.44 $192,620.28 18 $192,620.28 $677.04 $4,157.40 $4,834.44 $188,462.88 19 $188,462.88 $662.42 $4,172.01 $4,834.44 $184,290.86 20 $184,290.86 $647.76 $4,186,68 $4,834.44 $180,104.19 21 $180,104.19 $633.05 $4,201.39 $4,834.44 $175,902.80 22 $175,902.80 $618.28 $4,216.16 $4,834.44 $171,686.64 23 $171,686.64 $603.46 $4,230.98 $4,834.44 $167,455.66 24 $167,455,66 $588.59 $4,245.85 $4,834.44 $163,209.81 25 $163,209.81 $573.66 $4,260,77 $4,834.44 $158,949.03 26 $158,949.03 $558.69 $4,275,75 $4,834.44 $154,673.28 27 $154,673.28 $543.66 $4,290.78 $4,834.44 $150,382.50 28 $150,382.50 $528.58 $4,305.86 $4,834.44 $146,076.64 29 $146,076.64 $513.44 $4,320.99 $4,834.44 $141,755.65 30 $141,755.65 $498.25 $4,336,18 $4,834.44 $137,419.47 31 $137,419.47 $483.01 $4,351.42 $4,834.44 $133,068.04 32 $133,068.04 $467.72 $4,366.72 $4,834.44 $128,701.32 33 $128,701.32 $452.37 $4,382.07 $4,834.44 $124,319.26 34 $124,319.26 $436.97 $4,397.47 $4,834.44 $119,921.79 35 $119,921.79 $421.51 $4,412.93 $4,834.44 $115,508,86 36 $115,508.86 $406.00 $4,428.44 $4,834.44 $111,080.42 37 $111,080.42 $390.43 $4,444.00 $4,834.44 $106,636.42 38 $106,636.42 $374.81 $4,459.62 $4,834.44 $102,176.80 39 $102,176.80 $359.14 $4,475.30 $4,834.44 $97,701.50 40 $97,701.50 $343.41 $4,491.03 $4,834.44 $93,210.47 41 $93,210.47 $327.62 $4,506.81 $4,834.44 $88,703.66 42 $88,703.66 $31 1.78 $4,522:65 $4,834.44 $84,181.01 CUSTOMER Monroe County Board of County Commissioners Lease # 7281192-003 AMOUNT $261,109.22 RATE 4.22% L.R.F.= .018515 TERM 60 ADV or ARR arr PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PA YMENT PAYMENT BALANCE 43 $84,181.01 $295.89 $4,538.55 $4,834.44 $79,642.46 44 $79,642.46 $279.93 $4,554.50 $4,834.44 $75,087,95 45 $75,087.95 $263.93 $4,570.51 $4,834.44 $70,517.44 46 $70,517.44 $247.86 $4,586.58 $4,834.44 $65,930.86 47 $65,930.86 $231.74 $4,602.70 $4,834.44 $61,328.17 48 $61,328.17 $215.56 $4,618.88 $4,834.44 $56,709.29 49 $56,709.29 $199.33 $4,635.11 $4,834.44 $52,074,18 50 $52,074.18 $183.03 $4,651.40 $4,834.44 $47,422.78 51 $47,422.78 $166,69 $4,667.75 $4,834.44 $42,755,03 52 $42,755.03 $150.28 $4,684.16 $4,834.44 $38,070,87 53 $38,070.87 $133.81 $4,700.62 $4,834.44 $33,370.24 54 $33,370.24 $117.29 $4,717.14 $4,834.44 $28,653,10 55 $28,653.10 $100.71 $4,733.72 $4,834.44 $23,919.37 56 $23,919.37 $84.07 $4,750.36 $4,834.44 $19,169.01 57 $19,169.01 $67.38 $4,767.06 $4,834.44 $14,401.95 58 $14,401.95 $50.62 $4,783.82 $4,834.44 $9,618.13 59 $9,618.13 $33,81 $4,800.63 $4,834.44 $4,817.50 60 $4,817.50 $16.93 $4,817.50 $4,834.44 ($0.00) TOTALS $28,956,96 $261,109.22 $290,066.18 LESSE~ (~ DATE: ~/J S/o'f Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Acceptance Certificate Lessee Monroe County Board of County Commissioners Agreement NO./Schedule No. 7281192-003 This Acceptance Certificate is made with respect to that Agreement and Schedule referenced above, Capitalized terms used herein shall have the same meanings assigned to them in the Agreement and the Schedule. 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 Lessee irrevocably accepts the System for all purposes under the Lease as of the following date: (Insert Date of Acceptance) .......-..::;::::-..:__:.A..." Monroe County Board of County Commissioners /~.'~-- ,.r;:;''' "'" j/., ,;j: l/ fri,.:,.. ilL il. '; t:-c. '~)'\cc '~' <.c..-'. \~~~i~:7 ..'.-,. ~--:::'::'<" BY //t-----;J- (~ PRINT NAME ffiu r r Q:5 p. n~--L son TITLE rY\a~r DATE d--l~-64. (SEAL) AlTes-r. DANNY L KOLHAGE CLEAK B NOTE: When you are ready to accept your System, please sign this form and: FAX to: 866-640-0117 AND MAIL to: 10 RiveNiew Drive Danbury, CT 06810 Attn: Originations SLG Acceptance Certifcate 6120199 C:\Documents and SettingSDNCJHH1 T\Desktop'Accept Cert 7281192-003.doc Page 1 of 1 BSFS Equipment Leasing Lessee: Monroe County Board of County Commissioners Agreement No.lSchedule No. : Federal Tax ID Number: 51 &f)(X) r!fg 7281192-003 (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 bv checkina below: D Invoice Lessee for upfront sales tax: do not add to Price. Please note: If you have elected a $1 Purchase Option, then you are responsible for promptly reporting and paying personal property taxes. To insure we bill you correctly, please review the questions below. If the information on your lease documents is correct, you do not need to complete the blanks, only check the Yes box next to that section. If the information on the documents is incorrect, please insert the correct information below. Information on doyumentation correct? D Yes ~ No Billing Addrel\ nt ---r' 1- ' \ C"' . h'6~e. CJ 1 2t LtzG Y)ICQ .::Rr V ICES (Cht) rLtmG f) l{~. 5lA..ttedl' ~-t ftz. Billing Contact Name:'-t~ Vr~Arl; l\ret ~40 Phone Number: '~.' :l() . C-. . 0 -c;..r9 5-:.; LO Infirmation on documentation correct? er Yes D No System Installation Address: City: Zip: State: County: If applicable, enclose a copy of Lessee's Purchase Order. Purchase Order Number: Start Date: Expiration Date: Please indicate your sales tax status below. The system is exempt from sales tax. o o No Yes 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 any portion of the System is located.) Executed certificates (or letter, if a state or local government or agency) must be submitted with signed lease documents, otherwise we will be required to bill you for applicable taxes. C:IDocuments and SettingslDNCJHH1TIDesktoplMonroe County 7281192-002.doc SLG 11/1/99 Pre parer: C:IDocuments and SettingslDNCJHH1TIDesktoplMonroe County 7281192-002.doc SLG 11/1/99 Date Prepared Lessor BSFS Equipment Leasing, A Component of GE Capital Corporation Lessee Monroe County Board of County Commissioners Installation Site Addendum Agreement NoJSchedule No, 7281192-003 Contemporaneously with entering into the Schedule to the Master Lease/Purchase Agreement referenced above, Lessor and Lessee agree that the System described on the Schedule will be located at the following Installation Sites as of the Commencement Date: Street 1100 Simonton Street 2798 Overseas Highway 88800 Overseas Highway 524 Eaton Street 3117 Overseas Highway 10600 Aviation Blvd 3251 Overseas Highway City Key West Marathon Plantation Key Key West Marathon Marathon Marathon County/Province Equipment located at 1100 Simonton Street, Key West, FL 33040= Equipment located at 2798 Overseas Highway, Marathon, FL 33050 = Equipment located at 88800 Overseas Highway, Plantation Key, FL 33070 = Equipment located at 524 Eaton Street, Key West, FL 33040 = Equipment located at 3117 Overseas Highway, Marathon, FL 33050 = Equipment located at 10600 Aviation Blvd, Marathon, FL 33050 = Equipment located at 3251 Overseas Highway, Marathon, FL 33050 = State/Country FL FL FL FL FL FL FL Zip Code 33040 33050 33070 33040 33050 33050 33050 $49,449.30 $85,362,31 $59,029.63 $20,997.98 $16,179.95 $20,611.87 $ 9,478.18 Monroe County Board of County Commissioners BY ~- ~-.. .,. (~ ...; ~-,..,' ...-:/ K,. --..=-<>, ,_,;, ~;;:<;~ -~ \", ~;::;/B ~~~;:,~/ Form 8038-G Issuer's name Monroe County Board of County Commissioners 3 Number and street (or P.O. box if mail is not delivered to street address) 500 Whitehead Street Information Return for Tax-Exempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) ~ See separate Instructions. Caution: If the issue price is under $100,000, use Form B03B-GC. If Amended Return, check here ~ 0 2 Issu~r's employer identification number OMS No. 1545-0720 (Rev. November 2000) Room/suite 4 Report number 5 City, town. or post office, state, and ZIP code Key West, FL 33040 7 Name of issue 7281192-003 6 Date of issue 8 CUSIP number 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representative Lisa Druckemiller ( 305 ) 295-5100 e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule Education 11 Health and hospital 12 Transportation _ 13 Public safety. 14 Environment (including sewage bonds) 15 Housing . 16 Utilities 17 18 261,109.22 (e) Stated redemption price at maturity (d) Weighted average maturity (e) Yield nfa $ 261,109.22 $ nfa 5 ears Uses of Proceeds of Bond Issue (includin underwriters' discount) 22 Proceeds used for accrued interest . 23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance' costs (including underwriters' discount) 24 25 Proceeds used for credit enhancement . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used to advance refund prior issues 28 29 Total (add lines 24 through 28) . 30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here) . Descri tion of Refunded Bonds (Com lete this art onl for refundin bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded ~ 32 Enter the remaining weighted average maturity of the bonds to be advance refunded ~ 33 Enter the last date on which the refunded bonds will be called ~ 34 Enter the date(s) the refunded bonds were issued ~ Miscellaneous 6.45 % nfa nfa nfa nfa nfa nfa nfa nfa years years 35 36a b 37 b Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) Enter the final maturity date of the guaranteed investment contract ~ Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the issuer ~ and the date of the issue ~ If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ~ 0 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ~ 0 If the issuer has identified a hed e, check box ~ 0 Under penalti of perjury, I deciare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, e true, correc at c~ ~I StJn nfa nfa 38 39 40 Sign Here ~ Signature of issuer's authorized representative ":::C % '-I ~ Typ10c.:pri::'o. For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat No. 63773S * Or Form 8038-G (Rev. 11-2000) JAN 30 2004 10:40 FR ---- 203 749 4517 TO 4710 P,01/06 Equipment & Software Listing 72811920-00:3 Equiement located @ 524 Eaton Street. Key West. FL 33040 Quantity Desclription Businlss Communication MOMger 1 BCM 3-5 on BCM 400 Platform with 2 LAN Interfaces 2 BCM 4 x 16 StationITnmk 1 VOIP SW Authorization - 8 Trunk Authorization 1 MCDN/QSig Networking Software Authorization Telephones 21 Install & Reprogram Existing Norstar Telephone Accessori8& and. Power Supplies 1 Uninterrupted Power Supply ON600 A Training and Documentation 4 Customer Training (1 hour) Wiring 21 Reused Wiring WtIT7Q"" 1 One Year Enhanced Warranty with Lightning Protection 117 Equipment located @ 3117 Overseas Highwa~. Marathon, FL 33050 Quantity Desc:riplion BusiMSS Communkation Manager 1 BCM 3,0 BCM 200 1 BCM 4 x 16 StationITmnk I VOlP SW - 4 Trunk Authorization 1 MCDN/QSig Networking Software Authorization Telephones 4 Install & Reprogram Existing Norstar Telephone Accessories and Power Supplies 1 Uninterrupted Power Supply ON600 A Wiring 4 Reused Wiring Training and Documentation 2 Customer Training (1 hour) Warranty 1 One Year Enhanced Warranty with Lightning Protection Lessee acknowledges that the foregoing accurately describes the equipment subject to thiSLe~ <. ~ rrll(r .~ C'ru:y- Sigoatw'e of Page ----L- of {p ~r6-ott Dale (Total Pages) JAN 30 2004 10:40 FR ---- 203 749 4517 TO 4710 P.02/06 Equipment & Software Listing 7281191.(0) ~uipment located @ 10600 Aviation Blvd, Marathon, FL 33050 Quantity DescriptIOn Business Communication Manager 1 BCM 3.0 BCM 200 Digital MCDN Station 1 BCM 4 x 16 Stationffrunk 1 VOlP SW - 4 Tronk Authorization 1 MCDN/QSig Networking Software Authorization Telephones 5 Install &, Reprogram Existing Norstar Telephone Accessories tmd PowtJr Supplies 1 Uninterrupted Power Supply ON600 A 1 Wall Mount Kit TnJuungand~umentatiOn 2 Customer. Training (1 hour) W'uing 5 Reused Wiring Wamlnty I One Year Enhanced Warranty with Lightning Protection Equipment located @ 3251 Overseas Highway, Marathon. FL 33050 Quantity Deseription Busmess Communication MalUlger 1 BCM 3.0 BCM 200 Digital MCDN Station 1 BCM 4 x 16 Stationffmnk 1 VOlP SW - 4 Trunk Authorization 1 MCDN/QSig Networking Software Authorization Tewpho".s 7 Install & Reprogram Existing Norstar Telephone AccessorWS Qnd Power Supplies 1 UnintelTUpted Power Supply ON600 A 1 Wall Mount Kit Training (UUl Documentation 2 Customer Training (1 hour) Wiring 7 Reused Wiring Warranty 1 One Year Enhanced Warranty with Lightning Protection ~ ;;.. crf- to JAN 30 2004 10:40 FR ---- 203 749 4517 TO 4710 P.03/06 ~- Equipment & Software Listing 7181192-003 1 Equipment located @Jl00 Simonton Street. Key West. FL 33040 Quultlty DesaipticJd 2 CARRIER REMO'TE FLOOR PKG. AIC 2 ~ MMI CABLE KIT (32 F1') 2 . REMOT!: PERIPHERAL EQUIPMENT GUIDe 2 . REMOTE PERIPHERAL EQUIPMENT GUIDE. 2 . REMOTE MAINTENANCE CABLE 2 · REMOTE CARRIER/ALARM CBL 4 ~ MODULE SIDE COVER 2 . PERIPHERAl eQUIP. PIS AC 2 ~ INTa.L PE MODULE. AC 2 · REMOTE CARRIER INTERFACE CARD RINGING GENERATOR Me FILLER PNL.-RING GENERATOR 1 PEDESTAtlTOP eM' PKG. AC AC 1 . SYSTEM MONITOR · TOP CNJ p.c . PEDESTAL B\.OWER UNIT AC PREVIOUS# NTBD52AA · SYS MON SERIAl LINK CABLE · POWER DISTRUBUTlON UNIT AC 1 1 , 1 . PEDESTAL-AC OIGITAL UNECARD (OLC) 2 UNIVERSAL TRUNK CARD 6 T1 CARRIER LINK CABLE I<IT 32 FT 2 POWER FAI\... TRANSFER UNrT , SVS MONITOR TO MDF CABLE STIRT UPGR INC MERIDIAN 1 ",ux. PU>.RM CABLE (48 FT) AUX. ALARM CAaLE (48 FT) 2 1 16 DIGITAl UNE CARD (OLC) 8 ANALOG UNE CARD WJMSG WAITING 304 REUSED WIRING CHARGES 2 AOTRAN T1 ESF CSU ACE WI POWER. SUPPL V 1 UPS ON2200XA-SNTK ,. BATT. PACK ONXBC-417 2 T-1IOSl. CPE PROTECTOR 32 PROTECTOR C0I2500 ANALOG SAP id-01f- 3 err b JAN 30 2004 10:41 FR ---- 203 749 4517 TO 4710 P.04/06 - I Equipment & Software Listing 7281192-00& ~uipment located @ 2798 Overseas Hifiway. Marathon, FL 33050 QuaatitJ Descrip&n , 3 3 3 3 3 3 3 3 3 3 3 2 2 568 6 , DIGITAL UNE CARD (OLe) ANALOG LINE CARD WIMSG WAITING DUAL PORT OTllPRl PACKAGE .. DTIIPRIJI/O TO MDF CABLE 50 FT .. DUAL PORT DT\JPRI (COP) CARD · MER.1 ;TRUNK TIR CABLE 8FT OOWNl..OAOABl..E DCHI FOR DOP SUCCESSION MEDIA CARD 32 PORT IP UNE 3.'1 VOICE GATEWAY .. INTEGRATED ITG 2.0 110 PANEL MOUN11NG CONNECTOR .. PC MAINI' _ CABlE 3 1 2 1 1 , 'I , 1 1 . SUCCESSION IP LINE 3.11 VOICE GATEWAY NTP CD ROM · ITG EMC SHIELDING KIT . SHIELDED 50 PIN KEY TELEPHONE TO 089 SERlAL+TWIN ETHERNET AD IP-TRUNK 32 PORT PACKAGE (SUCCESSION 3.0 SYSTEMS) . 0 CHIP TO SDI CARD ASSY CABLE .. MSOL DCHllNTERFAce CABLE (6 FT) . INTEGRATED ITG 2.0 va PANla MOUN11NG CONNECTOR ~ PRe-PROGRAMMED a.slG O-CHANNa INTERFACE PCMCIA CARD . ITG EMC SHIELDING KIT . SHIELDED 50 PIN KEY TELEPHONE TO 089 SERIAL+TWlN ETHERNET AD . IP TRUNK 3.a NTP CD ROM MUL TIUNGUAL · 4 PORT SOl CASU: · PCMAINT.CA8LE . MERIDIAN ITG 2.0 INTRA-cABINeT CABlE 1 FT 32Me DRAM SIMM UPGRADE KIT DOP TO CLOCK CABLE (7 Fr) SOFTWARE UPGRADE EXISTING TO CURRENT UKE OR UKE PER USER 8 ADVANCED NClVVORK SERViCeS ANALOG USER ISM 8AOVANCED NETWORK SERVICES DIGITAl.. USER ISM 8 ITO ISDN TRUNK ISM ONEAC 33OOVAI2200WAlT,L6-30 PLUG OOUSU= BATTERY(20@12V117AH) PBX MOVE TO PlANTATION 2 12 40 ~ 4- sf tt; JAN 30 2004 10:41 FR ---- 203 749 4517 TO 4710 P.05/06 Equipment & Software Listing 7%81192-CNl~ , DIGITAl. UNE CARD (DLC) 3 ANALOG UNE CARD WIMSG WAITING 100 ~CUTOVER 20 128 . .. ..,: TRAVel ~ WOOING REUSED WIRING CHARGES 5 ADTRAN 11 ESF CSU ACE WI POWER SUPPLY 5 T-1IDSL CPE PROTECTOR Equipment located @ 88800 Overseas Highway,; Plantation Key, FL 33070 Qwmtity Desaiption 4 ANALOG LINE CARD W/MSG WAITING 1 ANALOG UNE CARD WM3G WAITING 1 Ip.TRUNK 32 PORT PACKAGE (SUCCESSION 3.0 SVST1:MS) 1 . MERIDIAN ITG 2.0 INTRA-CABINeT CABLE 1 Fr 1 · PC MAlNT. CABLE 1 · 4 PORT SOl CABLE 1 · 0 CHIP TO SDI CARD MSY CABLE , . SHlaoED 50 PIN KEY TELEPHONE TO Dee SERIAL+ lVYIN ETHERNET NJ 1 · ITGEMC SHIELDING KIT · PRE-PROGRAMMEO Q.SIG O-CHANNa INTERFACE pCMClA CARD 1 · INTEGRATED ITG 2.0 I/O PANEL MOUNTING CONNECTOR · MSOL OCHI INTERFACE CABLE (8 FT) * IP TRUNK 3.0 NTP co ROM MU\... TlUNGUAL SDIIOCH CARD 400 SOFTWARE UPGRADE exiSTING TO CURRBrr LIKE OR LIKE PER USER 7 8 PREMIUM NETWORK SEFMCES ANALOG USER ISM 2 8 PREMIUM NETWORK SERVICES DIGITAL USER ISM 4 8 ITG ISDN TRUNK ISM SUCCESSION 1000M&OPTlON HC PRE-PROGRAMMED PCMClA CARD 3.0 OPTION 11C 48MB SOFtWARE OAUGHTERBOARD (BlANK) DIGITAL UNE CARD (OLe) OIGrtAL LINE CARD (OLe) oPTION 11C EXPANSION CABINET AC CORO 9.9 FT. NA POWER. NEMA, 125VAC 13A ~ s z,f ~ JAN 30 2004 10:41 FR ---- 203 749 4517 TO 4710 P.06/06 Equipment & Software Listing 7281192-003 , j ! I 1 oPTION 11C30 FOOT EXPANSION KIT 1 · CABLE..J3FT PLASTlC FIBER (11 El1 1C) · GROUND BAR 1 · EXPANSION CAB. CAaL.E KIT 1 · RBER RECEIVER CARD (30 FT') 2 ADTRANT1 ESFCSU ACE WI POWER SUPPLV . BATT. PACK ONXBC-417 1 '2tOIA FLOOR MT. WIEXTENOED RUN TIME 128 REUSED 'MRlNG CHARGES 20 HOMACO FRAME 20 TRAVEL ANO LODGING Il6 OVERTIME CUTOVER LABOR 2 T-1JDSLCPEPROTECTOR 2 CPE PROJECT MANAGEM~ -per hwr , INSIDEDB.JVERVSVC-NORTEI.. ~ {p &flb ** TOTAL PAGE.06 **