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III(D) Approval Of Lease/Purchase Agreement With GE Capital Public Finance, Inc For Purchase Of City Telephone System
Agenda 10-05-99 "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" TM III,p AYOR• OMMISSIONER O� Ocoee S.SCOTT VANDERGRIFT • o CITY OF OCOEE COMMISSIONERS jj DANNY HOWELL p 150 N.LAKESHORE DRIVE SCOTT ANDERSON `• OCOEE,FLORIDA 34761-2258 RUSTY JOHNSON �.�. (407)656-2322 NANCY J.PARKER F�OF G0✓0V``- CITY MANAGER ELLIS SHAPIRO MEMORANDUM TO: The Honorable Mayor and City Commissioners FROM: Donald Carter, Finance Supervisor DATE: September 29, 1999 RE: Financing of City Wide Telephone System During the Mid Year Budget FY 98/99 process the purchase of a new city wide telephone system was approved. The project was bid and the contract was awarded to Sprint—Florida Inc.. Staff contacted Suntrust Bank, GE Capital.Public Finance, Inc., Skylake National Bank and Commercial &Municipal Capital for non-bank qualified financing for this project. Based upon a. lease term of(4) years, Suntrust's interest rate is at 6.04%, and GE Capital's interest rate is at 5.89%. Both Skylake and CMC declined to bid since it was non-bank qualified financing. GE Capital Public Finance, Inc. offered the best interest rate. RECOMMENDATION It is respectfully recommended that the Mayor and City Commission approve the attached Lease- Purchase Agreement between the City and GE Capital Public Finance, Inc. and authorize execution thereof by the Mayor arid City Clerk and further authorize the Mayor, City Clerk and staff to execute all documents necessary to consummate the transaction contemplated by the agreement. Pow1 Protect if te"acserrcrls GE Capital Public Finance, Inc. 501 Corporate Centre Drive—Suite 600 Franklin, TN 37067 9/16/1999 - - Mr. Donald Carter City of Ocoee, Florida 150 North Lakeshore Drive Ocoee, FL 34761 Re: Account Schedule: 6826231-001 Dear Mr. Carter: Thank you for choosing to acquire your equipment through Sprint Telephone. The following is a list of documents that are required for the lease of your equipment Master Lease/Purchase Agreement Annex C(Certificate of Non-Arbitrage and Essential Use) Florida Agreement Addendum Annex D(Opinion of Counsel)Proposed Letter is Acceptable Equipment Schedule Amortization Annex Equipment and Software Listing Insurance Letter Lease Rate Factor Addendum Sales/Property Tax Verification Form Certified Copy of Minutes Acceptance Certificate Annex B(Certificate of Incumbency) UCC Financing Statement Notice&Acknowledgement Following are the 4 easy steps necessary to complete the documentation package: 1) Please have an individual designated by the governing body of your Organization execute the documents by signing where indicated by the red check marks. 2) Return executed original documents in the prepaid Fedex Package to Carol Rehder. 3) Retain the Acceptance Certificate until your system is installed and operating. 4) Once your system is installed and operational, please execute the Acceptance Certificate by signing where indicated by red check marks and fax it to 615=771-6101. After you have faxed the Acceptance Certificate, please mail the copy with your original signature to:501 Corporate Centre Drive, Suite 600, Franklin,TN 37067 Attention: Funding/Booking Dept. If the document package is not received in our office, it could delay and/or affect the proposed installation date. Upon execution of the contract by GE Capital Public Finance, Inc. ("GE Capital"), a copy of the countersigned documents will be returned to you. Please note that the monthly rent amount on the enclosed lease agreement is exclusive of applicable sales/use and property taxes. These taxes will be billed by GE Capital in accordance with local taxing authority's assessment. If you are exempt from said taxes, please send us a copy of your Exemption Certificate when you return the documents. To facilitate prompt and accurate billing, please complete the attached Sales/Property Tax&Billing Address Verification and return it to GE Capital with the signed documents. If you have any questions, please contact meat 770-708-4546 and reference the above account schedule number. Sincerely, iie4 jeaely Account Manager - / ; Lessor GE Capital Public Finance, Inc. Master Lease./Purchase Agreement Lessee City of Ocoee, Florida Contact Donald Carter • Title • Address Telephone Number Facsimile Number Master Lease/Purchase Agreement 150 North Lakeshore Drive No. 407-656-2322 6826231 City County State Zip Code Ocoee Orange FL 34761 TERMS AND CONDITIONS(The Reverse side contains Terms and Conditions which are also apart of this Agreement) t LEASE: Lessor shall purchase and lease to Lessee the equipment and associated such overdue amount, but not exceeding the lawful maximum, if any. All payments items ("Equipment") that shall be described in any Equipment Schedule ("Schedule") provided herein shall be payable to Lessor at its address set forth in Section 18 hereof or which is executed from time to time by Lessor and Lessee and makes reference to this such other place as Lessor directs,in writing. Agreement. This Agreement shall be incorporated into each Schedule. When computer 4. NONAPPROPRIATION: This Section is applicable only if the inclusion of such a programs and related documentation("Software")are furnished with the Equipment,and nonappropriation provision is legally required. Lessee's obligations to pay Rent and any a non-exclusive license and/or sublicense is granted to Lessee in an agreement other amounts due for each Fiscal Period (as set forth in the applicable Schedule) is ("Supplier Agreement")with the suppliers("Supplier") identified on the Schedule, to the contingent upon approval of the appropriation of funds by its governing body. In the extent permitted, Lessor grants Lessee a similar non-exclusive sublicense to use the event funds are not appropriated for any Fiscal Period equal to amounts due under the Software only in conjunction with the Equipment for so long as the Equipment is leased Lease, Lessee may terminate the Lease effective on the first day of such Fiscal Period, hereunder. The Equipment and Software include, but are not limited to, all additions, ("Termination Date"), if: (a) Lessee has used due diligence to exhaust all funds legally attachments and accessions thereto and replacements thereof(collectively, "System"). available;and(b)Lessor has received written notice from Lessee at least thirty(30)days Any reference to "Lease" shall mean this Agreement, the Schedule, the Consent of before the Termination Date. Upon the occurrence of such nonappropriation, Lessee Supplier,if applicable,the Acceptance Certificate,Annexes A through D,and any riders, shall not be obligated for payment of any Rent for any Fiscal Period for which funds have amendments and addenda thereto, and other documents as may from time to time be not been so appropriated,and Lessee shall deliver the System to Lessor in accordance made a part hereof. with Section 9 of the Schedule. If Lessee terminates a Lease pursuant to this Section, As conditions precedent to Lessor's obligation to purchase any Equipment,not later than unless the following would affect the validity of a Lease, for a period of three hundred the Commitment Date as set forth on the applicable Schedule, (a) Lessee and Lessor sixty(360) days from the effective date of such termination, Lessee will not purchase, shall execute this Agreement,a Schedule and other documentation contemplated herein lease, rent, seek appropriations for, or otherwise obtain a system serving the same including, but not limited to, Certificates of Resolution, Incumbency and as to Non- function as the System;and such an obligation will survive termination of this Lease. Arbitrage and Essential Use and an Opinion of Counsel in the form of Annexes A through 5. DELIVERY: All transportation, delivery and installation costs relative to a System D, respectively,attached hereto and incorporated into each Lease, and (b) there shall (unless included in the Price)are the sole responsibility of Lessee. Lessee assumes all have been no material adverse change in Lessee's financial condition. Upon Lessor's risk of loss and damage if the Supplier fails to deliver or delays in the delivery of any execution of the Schedule, Lessee assigns to Lessor its rights to receive title to the System,or if any System is unsatisfactory for any reason. Equipment and any non-exclusive sublicense to use the Software as of the date the System is delivered to the location shown on the applicable Schedule("Installation Site") 6.NON-CANCELABLE NET LEASE: Subject only to the provisions of Section 4 herein, and delegates to Lessor its duty to pay to the Supplier the Price(as defined in Section 3 Lessee's obligations under the Lease are absolute and unconditional, and shall not be below) for the System under the Supplier Agreement, but delegates no other right, subject to any delay, reduction, setoff, defense, counterclaim or recoupment for any interest or obligation thereunder,all of which are retained by Lessee. reason including any failure of the System, or any misrepresentations of any supplier, 2.TERM: The lease term for each Schedule shall commence on the date of execution of manufacturer,installer,vendor or distributor. Lessor is not responsible for the delivery, an Acceptance Certificate pursuant to Section 3 of the Schedule ("Commencement installation,maintenance or operation of any System. Date")and,unless earlier terminated as provided for in the Lease,shall continue for the 7.WARRANTIES: Lessor and Lessee acknowledge that any third-party warranties, if number of whole months or other Payment Periods set forth in the applicable Schedule any, inure to the benefit of Lessee. Lessee agrees to pursue any warranty claim directly ("Term"),commencing on the first day of the month following the Commencement Date against such third party and shall not pursue any such claim against Lessor. Lessee (or commencing on the Commencement Date if such date is the first day of the month). shall continue to pay Lessor all amounts payable under any Lease under any and all The Term may be earlier terminated upon: (a)the nonappropriation of funds pursuant to circumstances. Section 4 herein,(b)an Event of Loss pursuant to Section 13,or(c)an Event of Default 8.QUIET ENJOYMENT: During the Lease Term,Lessor shall not interfere with Lessee's by Lessee and Lessor's election to terminate pursuant to Section 16. quiet enjoyment and use of the System provided that an Event of Default has not 3. RENT AND PAYMENT: Lessee shall pay to Lessor the amounts shown in the occurred. applicable Amortization Annex("Rent')attached to a Schedule except as such Rent may 9. TAXES AND FEES: Unless Lessee first provides proof of exemption therefrom, be adjusted pursuant to this Secion nd Sections 2 and 8 of a Schedule, plus any Lessee shall promptly reimburse Lessor,upon demand,as additional Rent,or shall pay amounts due under the Lease. Rent shall consist of a partial repayment of the p p y p p y Price of the System and interest. Rent shall be paid either at the beginning or at the end directly,if so requested by Lessor,all license and registration fees,sales, use,personal of a Payment Period as indicated on a Schedule. If the Commencement Date.is not the property taxes and all other taxes and charges imposed by any federal, state, or local first day of a calendar month(or other Payment Period), Lessee shall pay to Lessor on governmental or taxing authority,whether assessed against Lessee or Lessor,relating to demand interim rent prorated daily based on a 360-day year for each day from and the purchase,ownership,leasing,or use of the System or the Rent, excluding all taxes including the Commencement Date to and including the last day of such month or other computed upon the net income of Lessor. Payment Period. 10. DISCLAIMER OF WARRANTIES AND DAMAGES: LESSEE ACKNOWLEDGES Rent is based upon the Price of the System and acceptance of the System by Lessee on THAT (a) THE SIZE, DESIGN, CAPACITY OF THE SYSTEM AND THE or before the Commitment Date. "Price" shall mean the actual purchase price of the MANUFACTURER AND SUPPLIER HAVE BEEN SELECTED BY LESSEE; (b) System as set forth in the Supplier Agreement and shall exclude all other costs,including LESSOR IS NOT A MANUFACTURER, SUPPLIER, DEALER, DISTRIBUTOR OR sales or other taxes included in the Supplier Agreement as part of the purchase price. If INSTALLER OF THE SYSTEM;(c)NO MANUFACTURER OR SUPPLIER OR ANY OF the Price is increased or decreased as a result of a job change order(JCO"),the Lessee THEIR REPRESENTATIVES IS AN AGENT OF LESSOR OR AUTHORIZED TO authorizes Lessor to adjust the Rent and Amortization Annex. If the Commencement WAIVE OR ALTER ANY TERM OR CONDITION OF A LEASE;AND(d)EXCEPT FOR Date occurs after the Commitment Date,and Lessor waives the condition precedent that LESSOR'S WARRANTY OF QUIET ENJOYMENT, LESSOR HAS NOT MADE AND the Commencement Date occur on or before the Commitment Date, Lessor's then- AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR current Lease Rate Factor for similar transactions shall apply and the Lessee authorizes COVENANT, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, AS TO Lessor to adjust the Rent and Amortization Annex,accordingly,if required by Lessor. ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE DESIGN, QUALITY, CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, Whenever any payment of Rent or any other amount due under a Lease is not made MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR within ten (10)days after the date when due,to the extent permitted by applicable law, LATENT DEFECT OF THE SYSTEM OR ANY PORTION THEREOF,OR AS TO ANY Lessee agrees to pay on demand(as a fee to offset Lessor's collection and administrative PATENT,COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSEE LEASES EACH expenses),the greater of twenty-five dollars($25)per month or ten percent(10%)of each SYSTEM"AS IS,WHERE IS". • Except as otherwise provided in Section 3 of this Agreement and Sections 2, 3, and 8 of a Schedule, any modifications, amendments or waivers to a Lease shall be effective only if mutually agreed upon in a writing,duly executed by authorized representatives of the parties. GE Capital Public Finance, Inc. City of Ocoee, Florida . . BY BY (SEE ATTACHED SIGNATURE PAGE) Authorized Representative Authorized Representative PRINT NAME PRINT NAME TITLE DATE TITLE DATE SLGMLPA 7/12 99 Document2 9/16/1999 Master Lease/Purchase Agreement Account #6826231-001 City of Ocoee, Florida By: S. Scott Vandergrift, Mayor Attest: QQ�� By: htvliddLAJ 9u'.t�dllc� Jean Grafton, City Clerk tANAI.aN GREEK, Ac,T tLG £ XYY C�carc J For use and reliance only by the City of Ocoee, Florida. Approved as to form and legality this day of , 1999. Foley & Lardner JBy: Paul E. Rosethal, Esq. City Attorney Lessor GE CAPITAL PUBLIC FINANCE,INC. Florida Agreement Addendum Lessee CITY OF OCOEE,FLORIDA Agreement No. 6826231-001 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. NONAPPROPRIATION: The first and second sentence of Section 4 of the Agreement are deleted and the following substituted in lieu thereof: "The obligation of the Lessee to pay the amounts required herein shall constitute a current expense of the Lessee and shall not in any way be construed to be a debt of the Lessee in contravention of any applicable constitutional, Statutory or charter limitations or requirements concerning the creation of indebtedness of the Lessee. The payments due under this Lease are to be made only from the Lessee's legally appropriated funds on an annual basis, and neither the Lessee, the State of Florida, nor any political subdivision or agency thereof shall be obligated to pay any sums due hereunder from the compelled levy of ad valorem or other taxes except from those funds legally appropriated by the Lessee on an annual basis, and neither the full faith and credit nor the taxing power of the Lessee, the State of Florida or any political subdivision or agency thereof are pledge for payment of such sums due under this Lease. This Lease and the indebtedness evidenced hereby shall not constitute a lien upon the Equipment, or any part thereof, or on any other property owned by or within the jurisdictional limits of Lessee. 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 11. REPRESENTATIONS AND WARRANTIES OF LESSEE: Subsection (f) of Section 11 of the Agreement is deleted. 3. Section 14. INDEMNITY: The second paragraph of Section 14 of the Agreement is deleted. 4. Section 15. DEFAULT: The following sentence is added to, Section 15 of the Agreement following the last sentence thereof: "The exercise by Lessee of the rights pursuant to Section 4 herein shall not be an Event of Default." GE CAPITAL PUBLIC FINANCE,INC. CITY OF OCOEE,FLORIDA BY BY (SEE ATTACHED SIGNATURE PAGE) Authorized Representative Authorized Representative PRINT NAME PRINT NAME TITLE DATE TITLE DATE 4/5/99 Page 1 C:\TEMP\FLAgmt Addend.doc 9/14/99 Lessor GE CAPITAL PUBLIC FINANCE, INC. Florida Agreement Addendum (Continued) Lessee CITY OF OCOEE, FLORIDA Agreement No. 6826231-001 5. Section 16. REMEDIES: Subsection (f) in the last sentence of the first paragraph of Section 16 of the Agreement and the phrase "repossession or" in the first sentence of the second paragraph of Section 16 of the Agreement are deleted. 6. 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. 3/98©Telecom Financial Services Legal Staff Page 2 C:\TEMP\FLAgmt Addend.doc 9/14/99 Lessor GE Capital Public Finance, Inc. Equipment Schedule Lessee City of Ocoee, Florida Billing Address Attention 150 North Lakeshore Drive Donald Carter City County State Zip Code Ocoee Orange FL 34761 Installation Site City County State Zip Code 150 North Lakeshore Drive Ocoee Orange FL 34761 Supplier Name Rent is Paid Advance Payment Sprint Telephone $0.00 First Day The Advance Payment shall be X Last Day of applied to the first 0 and last 0 Rent PavmentPeriod payment(s). Agreement No./Schedule No. Price Lessee's Fiscal Period Lease Rate Factor Rent 6826231-001 $335,327.70 0.02343500 From: (See Amortization Date of Schedule Term(months) Annex attached 9/16/1999 48 hereto) To: Lease Rate Commitment Date Payment Period 5.89000000 8/1/1999 ® Monthly Q Other TERMS AND CONDITIONS (The Reverse side contains Terms and Conditions which are also a part of this Schedule) The terms and conditions of the Master Lease/Purchase Agreement by and 3. ACCEPTANCE: Lessee agrees to accept the System for purposes of this between Lessor and Lessee as referenced above are made a part of this Lease by signing the Acceptance Certificate within ten (10) days after the Schedule. Lessor and Lessee hereby agree to the terms defined above and System has met the acceptance criteria specified in the Supplier Agreement. further agree as set forth herein. If Lessee fails or refuses to sign the Acceptance Certificate within such (10) ten day period, or if the Lease does not commence by the Commitment Date, 1. ADVANCE PAYMENT: Lessee shall pay to Lessor, upon the execution Lessor may declare Lessee's assignments and Lessor's agreement to pay the and delivery of this Schedule, the advance payment set forth above Price set forth in Section 1 of the Agreement and Section 2 of this Schedule to ("Advance Payment")in consideration of the Lessor holding funds available to be null and void ab initio and thereupon the Lease shall terminate. Lessor purchase the Equipment and obtain the Software and as compensation for shall then have no obligations under the Lease and Lessee shall, within.ten Lessor's review of Lessee's credit and document preparation. Upon Lessor's (10) days of a demand therefore, immediately pay to Lessor all Purchase acceptance of the Lease, the Advance Payment shall be applied to the Price Payments and all price adjustment(s) under Section 2 herein as well as payment of Rent as set forth above. Any Advance Payment shall be non- Lessor's out-of-pocket expenses. refundable if Lessee fails to timely provide all documentation or satisfy all 4. MAINTENANCE, USE,AND OPERATION: At all times during the Term, conditions required by this Lease. at its sole cost and expense, Lessee shall maintain the System in good repair, 2. PURCHASE PRICE PAYMENTS: Lessee acknowledges that it has condition and working order, ordinary wear and tear excepted. Lessee shall use the System and all parts thereof for its designated purpose and in signed and received a copy of the Supplier Agreement. If Lessee is required compliance with all applicable laws as well as keep the System in its to make payments to Supplier under the Supplier Agreement prior to the possession and control and not permit such System to be moved from the Commencement Date ("Purchase Price Payments"), Lessee requests Lessor Installation Site without Lessor's prior written consent. to pay such payments subject to the following terms and conditions.The Price will be increased by adding a price adjustment for each Purchase Price 5. PERSONAL PROPERTY: The System is, and shall at all times remain, Payment. Each such price adjustment shall be computed by multiplying the personal property even if the Equipment is affixed or attached to real property Purchase Price Payment paid by Lessor to Supplier by a rate equal to the or any improvements thereon. At Lessor's request, Lessee shall, at no "Base Lending Rate"from time to time designated by Citibank N.A., NY, NY in charge, promptly affix to the System any tags, decals, or plates furnished by effect on the date Lessor makes the first Purchase Price Payment plus two Lessor indicating Lessor's interest in the System and Lessee shall not permit and one-half percent, divided by 360, and multiplied by the actual number of their removal or concealment. At Lessee's expense, Lessee shall (a) at all days elapsed from the date of the Purchase Price Payment to the times keep the System free and clear of all liens and encumbrances, except Commencement Date or, if the Lease does not commence, to the date those arising through the actions of Lessor, and (b) otherwise cooperate to Lessee refunds the Purchase Price Payments to Lessor in accordance with defend Lessor's interest in the System and to maintain the status of the Section 3. In no event will all or any price adjustment(s) exceed any limits System and all parts thereof as personal property. If requested by Lessor, imposed by applicable law. The periodic Rent shall be increased as a result Lessee will, at Lessee's expense, furnish a waiver of any interest in the of adding to the Price of the System an amount equal to the total price System from any party having an interest in any such real estate or building in adjustment(s). which the System is located. Lessor may inspect the System and any related maintenance records at any time during normal business hours of Lessee. A complete description of the System is set forth on the Equipment and Software Listing attached hereto and made a part hereof. GE Capital Public Finance, Inc. City of Ocoee, Florida BY BY (SEE ATTACHED SIGNATURE PAGE) Authorized Representative Authorized Representative PRINT NAME PRINT NAME TITLE DATE: TITLE DATE SLGSCHED 7/14/99 Document2 9/16/1999 Lessor GE Capital Public Finance, Inc. Equipment and Software Listing Lessee City of Ocoee, Florida Agreement No./Schedule No. 6826231-001 Lessor and Lessee agree that the following described Equipment and Software are subject to the Master Lease/Purchase Agreement and Schedule referenced above. QUANTITY DESCRIPTION *****SEE ATTACHED EQUIPMENT LISTING***** • 3/98©Telecom Financial Services Legal Staff \\nvt01fntcvfsge\shared\Operations\Docs\Sprint\OCOEE,CITY OF\CORE 001 REDOC.doc 9/16/1999 TSp11nt Customer: City of Ocoee File: Ocoee-1 Salesman: Edwin Wright Date: 01-Jul-99 Engineer W.Servance/J.Ellerbee Time: 10:54 AM • Approved: DATE: I EL t✓_.-ar '?}T.::tt'c= a:: _;- , ,,£-bar ,• ;. cn<;., :;., ,.• : s .Bi4S MEa2=G141ER1D7iAl7;Op<7l0 �;(�1-C�VI(ITF� -�..;:-:r.Y<:.»� :�.. •-.k --a<:2i7AN71TY�� 1<.�`':;.:. _,.,<.:%�%=:�.�,.:_. :.,,.,. '.s �:'q�.::.��.�. .:�., '3+:P."F"•n•" ,.`7'e.>:as.eYfs:. , ce. ..�qr •"�? . rr,:,i1:-: '•-Y• 'tivnr5'"• . . .: ?',F�S*'.S.••,.�N._:s�,c`:} t: ,?• fit.:i;;;. 'S^+1.�':v.�,rt.• ` <t.�..x ^-1 a f, ..`-d.-g4•::.a- ,.`'t,1.s.: ;.x.• > :::/1 _"1>•i. �,r. ��C,•!•:-:-: ,•F'i•.4..z-i 1r; ... .,?.":�iS:. 7+:'>!G.....k�r:�}`?.;j:`-r.`; oS .Z:nG?;+• h. -r tc' ?fr,o{S.•z1'?'ctiS •:&::: ".tp ^"r;:'-:p5<,.:r-, .a..:z:.^,•,. .t1.L;••• x.2.,";��,:.'.i•;is;':°i`••':' .:A•<' :•+t�• x.+` �_ r-5 .±. o,. rc•1'�':;.,:?rrrI;:t ruP�-o .. ..rz • ..�,�• .;�='�� Y" :}:` .r+-.''E�'�"�fLw .:r.'3+;`.:. +•wf..•.l.Yr.. .,�.. .`„7":r i's%':;s.,,�. ; Central Office Trunks SUNCOM Trunks 4 T-1 Facilities 2 Analog Stations 16 Digital Stations 175 Consoles 1 Voice Mail 1 12 Ports 30 Hours NOTES: OPTION 11C WITH 175 DIGITAL STATIONS Main Control at City Hall Campus with carrier remote systems located at Public Works,Waste Water Treatment Fire/Police Stations 3&4. All other sites connected via voice/data TSU units. • .?!K=•.i":.i<'"`;R:.`i:•k�t y i<r.`y"3',YP?' r:, `.Yy a'sw�• `i;:;�:''T"�,,; -.",.'9=,?';}�•t,:rr ,Pi;".21p:`" r� 's•.- *a < .. >f;.'�• & � y a �-�'� fi � i{ s�.�.. �y�t,� "s��i;;f' ART ,:;,� ,,;�"„� ...a,, �:,<�•.; _ - �. �.., �:.� ,•, �, '"' x P :max . §`� :�- t�''".°-:.:..,`. ,�. w yr ;tz.:.4 ,:.•�-, � ,x:,•,t1_„•� . ',:v?:*. , ,:::We .wr,.. ':.• . •. t:,;.,,.iUNIT EXTENDED.. �i,!„ .�. �y..1•�;: .,s._F >,:-'at',7�s�.z1,='`i:`C'a�-.'s=x.;i�z,•:�x,�; ,.x. ,.�'��•� •z�z:,,vnu �,�`r..t �ts:<.:.,:.-;..... .<• • ;< •i<:'?5''' ; • ..,b.._+:%-. `_s-t4gE.. }.r!:e,,r, ;;{:'4':. x.-t; S. e;,��?# j.-•r:;s'y: °Y� q. �5,:; "�'--zDESCRIPTION.�'. xr �� vx ..qx.,. :z•<; w�". u:� • st_ >r-< :,�-:, ...; :+'- ;,, $p :. i» NlJN1BERt'al.y4 ,i �QTYxa. :"•PRICEha:: :TOTAL . ,.,.,��:R;,�.,,-x•..k1?-r++.-t'h.�:•fr;.,k:x_.3.•y,!'»'`avt••uxsYn:4.Y..r=1..��:.rr_•i J•wS.�f Fi�:- 'S' f3 :.°,.,. ,:�`?:;i P� �`,,., � «•a:<a`.^+.S;.Yv: J i:$�'r '>-iYa7r.T•ra`. h:..., a l."ir.L-i BASE LINE.e.#2aeY=c:.'^• ,N It<'.��.MW;,;.`-s%frgol-•� iT�'.s n;.Y "-r Fn:FG.,..'i:�'°.i,_`1.•ia :1..s.,+.,..�a.J - x��ru•°:•�3,y±± s`.-,..s;>�. r .F.72:ds3+i•.Jvt,4��ry`s.�g.,�w$.xxt �.X;i:r;�r ,� • • •��' Baseline#2-Meridian/Option 11C 1 S16,328.00 $16,328.00 . (Equipped:24/110/1,Wired:52/220/2) (B/L AS1013 Console Pkg includes one 16 port DLC) '"":�T�3'?�-�,.ay."",�.:,��.�s.�j` 'a''n,.+i..^ 2"if 1i."5-'?."�;n ,..y:r;,�x^?�F:: ,,g:�^i.a,iT,'-�sr�'.. ,•v- 'EXPANSION1TEMS ��:r,�-.i :��- .x. .�._..:�':"_,,� 'n:•.:�a- �` x k•:�.�--•..�,r., ;�. 'f�._k.•::. ,iK .ra!':;15°`=.r .5: :k., $ rn« �.�• • .:t,a ';"' +'�-tr'v: `��`z;:?`: i;i•"ya�i'<'' :.fit. �'„,4, R,•. .i.x:1 'Gxu•.r..�,,.y<i.••,u;:.=4:41�.;. :. ,s.'E'?;•i.;:S--n_�rk i n�:�vAI ..,r:2:,'. ¢,t..;ti:. ":'si•`•:,,' <x �. '.r %` -...a:'Y2`L`:t:r ti :' � a3 :.•c-.•-:.•.: i;•r."` .± nv,, t., »-1:;..�•:>,sr,�+.t, `ay:<, }:°r.....?, . •.• • 3t'� +: :� yd�........t'u.s::.`.:::....t zu..,...1',_i..--•u,:.i.,i :G»...-.x,.:,.v«:.Sr....�a.va.> � '••.i•i. -e.�". i•. Additional TNs(Per 100 TNs) NTFS2001 2 $1,288.00 $2,576.00 Option 11C Expansion Cabinet NTFS8101 2 $2,153.00 $4,306.00 Option 11C Enterprise Software(1st 200 Tns) .NTSF8022 1 S3,495.00 $3,495.00 Option 11C Add'I 100 TNs for Enterprise Software NTSF8103 1 $3,995.00 $3,995.00 • Direct Digital Interface(T1) NT AS1074 Pkg w/CSU 2 $2,136.00 $4,272.00 SDI/DCH Package * NTAS1073 Pkg 2 $1,395.00 $2,790.00 Clock Controller NTAK2OAD 1 S537.00 S537.00 Mini Carrier Remote/Local Package * NTZBO7AB 4 S2,495.00 S9,980.00 CSU/DSU(ADTRAN) NS527181 1 S495.00 S495.00 Meridian Link SY1222 1 S8,195.00 S8,195.00 Meridian Link 5&CCR Co-Resident Software * SW7461A 1 S5,995.00 S5,995.00 Line Side T1 Interface Assembly * AS1461 1 S2,295.00 S2,295.00 5:27+4x1 SPRINT I Mini Carrier Remote Package NTZ600A\ 4 $3.495l0 $13.880o0 ' '(includes P/S Board,Wall Transformer dndExtema( Interface) N\CK Extender OOOO ° 302581 10 $3.795.00 $37.050.00 Line Drivers ' ' * Black Box(M/F) 4 $90.95 $389.80 Maintenance Terminal vl Serial |ntodanxu&Cables + KXP3123 2 $440.00 $898.00 Proprietary Digital/N\20OO NT2KO8GA*^ 87 $154.44 $13,430.28 Proprietary Digital//N2OO8W/Display NT2KD8GH35 14 *298.00 $4.188.00 Proprietary Digital//N2010W/Dioplay NT2K18GH35 38 $420.00 $15.800.00 Key Expansion Module/Ash NT2K22VH35 O $165.00 $0.00 Double Key Expansion Module Footstand/Ash P0780235 O $15D0 $0.00 Station Digital Line Card (16Portn) NT8D02A\ 13 $1.805.92 $20.870.90 Exonangmu/u/mnxu.u'm//oy(u Ports)(u included m B/L rxg) m/8u14uu 'a $1.328o0 ($2.650.00) (Supports Local, FX.&RAN Trunks) E&M Tie orCCGAG/C Trunks,44Nim(4Ports) NT8D15AK 1 $1,239.76 81.23870 VIK (W225O Uses 2 Ports of Digha|UnaCond) Console Wiring/Plenum, Cost/Ft(25-#Pr/FL) VXV25241802 200 *1.25 .$250.00 ' EK Ocoee City Hall Police& Fire Admin(see Note: 1 below) Cisco/Adtran Eqpt. $29,723.83 $29,723.83 Waste Water Treatment Plant AdoanCGUEqpt 1 $1.885.48 $1.085.48 Fire/Police Station#3 AduanC3UEqpt 1 $1.885.48 $1.885.40 Fire/Police Station#4 Adtran CSU Eqpt 1 $1.885.40 $1.005.40 South Water P|anrt AUxaoCSUEqpt 1 $2.030.59 $2.038.58 Beech Recreation Center AUtmnCGUEqpt 1 $2.038.58 $2.030.58 VigneUi Recreation Center AdtnonCGUEqpt 1 *2.038.58 $2.038.59 West Oaks Mall'Police AdtnonCSUEqpt 1 $2.038.59 $2.038.58 Forest Oaks Waste Treatment Ad|nan CSU Eqpt 1 $2.038.59 $2.030.58 Note: 1. Includes Cisco 3O0O Router&C1oco`0O4O0S8P Ethernet 2 WAN Card, Serial WAN Interface Card,Anyn »znv sru/wr 2 ' Sync Network Modules, V35 DTE, Adtran CSUs and Cisco Smartnet maintenance) - �»��ty�'}}�..•,,svru,`u r ...,-t^'��-.,.,:r- _ ..,..�^,y - �•q.,�Mi` F''�°'�n'+?>�->}'ZRi3�i~�•�. �T:x;"�'':x:;r+e•)y�• A=4 1"1 ..l '1-1Y•• a�t!.+.4'J .fn':.:rj'•.��•Jt±••r�C.i:_y�fi.S.�rr�.�•✓Y- a 4's {,4�rJ S:!Z� �.. 3T�i?r:'"��y.,:. VM11SC+SOFTWARE74, ECWfi irg , E�>.za,�. ,}=Rik.:1,' Seib,","t�:x 'CT�ik'�1c�?tP�r.F? w=a;�".i'-Px�s,.,r.. � � ..s^,.::cT. ra:�• . ,..,.. ..•'S_•:::_. Authorization Codes(Baseline-2) SW0000H-1 1 $65.88 $65.88 Administration Equipment NT Mat Pkg w/PC 1 $4,265.00 $4,265.00 Intercept Announcer Equipment ` Interalia MMU2-4 Unit 1 $2,495.00 $2,495.00 Music-On-Hold Interface (uses Port on URC) 1 N/A N/A Power and/or Common Control Failure X-fer Eqpt A0355200 1 $508.00 $508.00 Remote Administration Interface Epuipment Modem/150156 1 $222.00 $222.00 Voice Paging Interface (uses Port on UTC) 1 N/A N/A Least Cost Routing 3/6 Digits 1 $265.00 $265.00 Restrictions-Origination 1 N/C Restrictions-Termination 1 N/C Restriction-Toll 3/6Digit 1 N/C �; s.:.�'., rY._ S:^.p' y?.•:' ...Y.Y:.'.� ..r,��....)v=ky'.`.�.'�:T'�r<' .:t.'; .ra.d:- �=r.ur.. :�'- ,,a•: .r: a�,7�`x:Sr,'-' �`_-,. i�ar ';.'�"i''i�.•..'_.•f ..._..:rz.mt�mzr ...;'�•-e fi�` >v:•.....1:.:'a'.G.?x:;.`:>.r.:x:r;:•-.�4�*'hFr.•ix°.s,,....isc.....a..�:S::'��_._.,:�s_c�:�L::tia:.�,ii„�a'`' .E..:y_..rar,::_•-._. �.:3�.:i.:..._%. ..3:c.....:: _ :: Automatic Call Distribution (ACD)Equipment WSE50 W/KXP3123 1 $1,495.00 $1,495.00 (Requires Enhanced Business Software&SDI Port) `i'"^: , ,�i".�,..".a.` �''t°::t'-t'?•;yr�- r•..."r,,..,�.i-r:'�"y^•+.:s.a:�:r;.i',:-KS>.�"''. i?ir ? ��:,"�.•r;.`�x,:;`i��:`` RIJNKtTESTIk.'1,MEDUNDANGY/SMDR'/,=UP.MY• PMEN;i: - :;; ::`.::u; ,..i.: �;an, ;�,nr,.^=,:., •tn=',: SFr t'----a:' '.ivSe�'S.:Hi::.";"`....`.^u:.i2t�iY«S':'� " <,T?v.. -...a. ,is=^ s • -r...... .2'".e.�._ B/L 1 Uninterruptible Power Supply(UPS)Eqpt Alpha CFR 2500w/EBA48A Batt' 1 $3,045.00 $3,045.00 B/L 1 Uninterruptible Power Supply(UPS)Eqpt(Remotes) Alpha CFR 1500w/EBA48A Batt 5 $2,400.00 $12,000.00 ",;'"o» S�'i<:e`..,.�^,; ,,.,y-.,.:s;- rr.�-.:7.• ..��'r.^.. iT: �.0 n?�r,•.s...��Ts;;n..+g'>zz- E AIL`E lJ PMENT. "i < .- > �STrwa�sir✓:..Ga::f�..'u�i:1.T,N.:"L'_iV3iC:i` w.........:w:.k}..t..<.a»wsm... >�. �o a•'.�:�:iJ....«.....u.. `''12.rk.- Voice Mail Equipment M/M w/A.Attn, 12 Ports/30 Hrs&200 Mailboxes MerMail 12/30 1 $25,695.00 $25,695.00 %:�q'• ..��' yam'=''•c.aM^-+ 1.:a `:,� i),: ;9�' .! F...-... (.•.- r•'S>v 1.t "=Xi"_: �'�vatie''�.n4.r:.C.L..73:i:.1"'St.s�.�.»....,._-....w,.....a..f_t..-:.S^�..t':tL.�-.:d:i.-.X}%.%:::4Y::i�a.........ra„.:.4r�!1•.�]�f_a Wit:":.'...:::.t� :..5.�.L't�n.w; _2>:T+ $5...+b...a.Ym`� -.,... ,+.'...-rv:•''•_ Base Applications Processor NTV410BA 1 $57,995.00— $57,995.00 • (includes Installation and Training) Installation and Training (includes Tone&Test) 1 Lot 140 '$65.00 $9,100.00 • State of Florida Contract 730-650-99-1 Total/Option 11C $335,328.46 Baseline 2 5/27/99 SPRINT 3 Lessor GE Capital Public Finance, Inc. Lease Rate Factor Addendum Lessee City of Ocoee, Florida Agreement No./Schedule No. 6826231-001 Contemporaneously with entering into the Schedule to the Master Lease/Purchase Agreement referenced above, Lessor and Lessee hereby agree that the fourth sentence of the second paragraph of Section 3 of the Agreement, only with respect to the Schedule, is deleted and the following substituted in lieu thereof: The Lease Rate Factor of 0.02343500 quoted by Lessor on 6/24/1999 ("Quote Date") shall be increased or decreased based upon changes from the Quote Date until the Commencement Date in three year Treasury Constant Maturities' yield ("Yield") as reported by -the Federal Reserve Statistical Release (H.15 Report). For each 25 basis points of increase or decrease (rounded downward to the nearest whole 25 basis point increment or decrement) in the Yield, the Lease Rate Factor shall be increased or decreased, respectively by 0.00007400. This adjusted Lease Rate Factor shall be the Lease Rate Factor used to determine the Rent relative to the Schedule, unless the Commencement Date occurs after 10/1/1999 in which event Lessor's then-current Lease Rate Factor for similar transactions shall be used to determine the Rent. Lessee authorizes Lessor to adjust the Rent, if required. GE Capital Public.Finance, Inc. City of Ocoee, Florida BY BY (SEE ATTACHED SIGNATURE PAGE) Authorized Representative Authorized Representative PRINT NAME PRINT NAME TITLE DATE TITLE DATE Lessor GE Capital Public Finance, Inc. Certificate of Incumbency Annex B Lessee City of Ocoee, Florida Agreement No./Schedule No. 6826231-001 The Officer who will execute the lease documents must sign in the body of the Certificate. The Secretary/Clerk certifying to that signature must complete the remaining information and sign at the bottom of the Certificate. I, , do hereby certify that I am the duly elected or appointed, qualified, and acting Secretary/Clerk of , a body corporate and politic and a political subdivision duly organized and existing under the laws of the State of ("Lessee"), and I do further certify that the persons whose names,titles, and signatures appear below are the duly elected or appointed, qualified, and acting officers of Lessee and hold on the date of this Certificate the offices set forth opposite their respective names,and that the signatures appearing opposite their respective names are the genuine signatures of such officers. Name of Officer Title of Officer Signature of Officer f IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Lessee this day of , 19 • [SEAL] Secretary/Clerk J Print Name Lessor GE Capital Public Finance, Inc. Certificate as to Non-Arbitrage Annex C Lessee City of Ocoee, Florida Agreement No./Schedule No. 6826231-001 I, the undersigned officer of the Lessee, being the person duly charged, with others, with responsibility for issuing the Lessee's obligation in the form of that certain agreement entitled "Master Lease/Purchase Agreement No. " and "Equipment Schedule No. " 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. JIN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Lessee on this day of , 19 1 By (signature) Officer of Lessee Print Name Print Title Lessor GE Capital Public Finance, Inc. Form of Opinion of Counsel Annex D Lessee City of Ocoee, Florida Agreement No./Schedule No. 6826231-001 [To be typed on the letterhead of Lessee's Counsel] 501 Corporate Centre Drive, Suite 600 Franklin, TN 37067 Ladies and Gentlemen: We are counsel to ("Lessee"), and, in that capacity, we have examined that certain Master Lease/Purchase Agreement No. , between Lessee and Lessor, associated Equipment Schedule No. and all other documents executed and delivered by Lessee in connection therewith (collectively, "Lease"). As a result of our examination of the Lease, the proceedings taken by the Lessee to authorize and execute the Lease, and such other examinations as we deemed appropriate, we are of the opinion as follows: 1. Lessee is a duly created and validly existing political subdivision of the State of , and has the power and authority to enter into the Lease and carry out its obligations thereunder. 2. The execution, delivery, and performance of the Lease by the Lessee has been duly authorized'and constitutes a valid, legal, and binding agreement, enforceable in accordance with its terms. 3. No approval, consent, withholding of objection or other document is required from any other governmental authority with respect to the execution and performance by Lessee of the Lease and the transactions contemplated thereby. 4. The entering into and performance of the Lease will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the equipment or software subject to the Lease (other than to Lessor) pursuant to any instrument to which Lessee is a party or by which it or its assets may be bound. 5. There are no actions, suits or proceedings pending or, to our knowledge, threatened against or affecting Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under the Lease. 6. Lessee is a political subdivision within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings, and that portion of payments identified in the Lease as interest charges, upon receipt, will not be includable in Lessor's federal gross income under statutes, regulations, court decisions and rulings existing on the date of this opinion and, consequently, will be exempt from federal income taxes and income tax of the State of Very truly yours, Lessor GE Capital Public Finance, Inc. Amortization Annex Lessee City of Ocoee, Florida Agreement No./Schedule No. 6826231-001 Rent Payment Principal Interest Number Rent Component Component SEE ATTACHED AMORTIZATION TABLE FOR ACCTG. PURPOSES ONLY. DOES NOT REPRESENT A BUY OUT, CASUALTY OR TERMINATION VALUE. CUSTOMER City of Ocoee, Florida AMOUNT $335,327.70 RATE 5.89% L.R.F.= .023435 TERM 48 ADV or ARR ARR PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 0 335,327.70 0.00 0.00 0.00 335,327.70 1 335,327.70 1,646.12 6,212.28 7,858.40 329,115.42 2 329,115.42 1,615.63 6,242.78 7,858.40 322,872.64 3 322,872.64 1,584.98 6,273.42 7,858.40 316,599.22 4 316,599.22 1,554.19 6,304.22 7,858.40 310,295.01 5 310,295.01 1,523.24 6,335.17 7,858.40 303,959.84 6 303,959.84 1,492.14 6,366.26 7,858.40 297,593.58 7 297,593.58 1,460.89 6,397.52 7,858.40 291,196.06 8 291,196.06 1,429.48 6,428.92 7,858.40 284,767.14 9 284,767.14 1,397.92 6,460.48 7,858.40 278,306.66 10 278,306.66 1,366.21 6,492.20 7,858.40 271,814.46 11 271,814.46 1,334.34 6,524.07 7,858.40 265,290.39 12 265,290.39 1,302.31 6,556.09 7,858.40 258,734.30 13 258,734.30 1,270.13 6,588.28 7,858.40 252,146.03 14 252,146.03 1,237.78 6,620.62 7,858.40 245,525.41 15 245,525.41 1,205.28 6,653.12 7,858.40 238,872.29 16 238,872.29 1,172.62 6,685.78 7,858.40 232,186.51 17 232,186.51 1,139.80 6,718.60 7,858.40 225,467.91 18 225,467.91 1,106.82 6,751.58 7,858.40 218,716.33 19 218,716.33 1,073.68 6,784.72 7,858.40 211,931.60 20 211,931.60 1,040.37 6,818.03 7,858.40 205,113.57 21 205,113.57 1,006.90 6,851.50 7,858.40 198,262.07 22 198,262.07 973.27 6,885.13 7,858.40 191,376.94 23 191,376.94 939.47 6,918.93 7,858.40 184,458.00 24 184,458.00 905.50 6,952.90 7,858.40 177,505.10 25 177,505.10 871.37 6,987.03 7,858.40 170,518.07 26 170,518.07 837.07 7,021.33 7,858.40 163,496.74 27 163,496.74 802.61 7,055.80 7,858.40 156,440.94 28 156,440.94 767.97 7,090.43 7,858.40 149,350.51 29 149,350.51 733.16 7,125.24 7,858.40 142,225.27 30 142,225.27 698.18 7,160.22 7,858.40 135,065.05 31 135,065.05 663.03 7,195.37 7,858.40 127,869.68 32 127,869.68 627.71 7,230.69 7,858.40 120,638.99 33 120,638.99 592.22 7,266.19 7,858.40 113,372.80 34 113,372.80 556.55 7,301.86 7,858.40 106,070.95 35 106,070.95 520.70 7,337.70 7,858.40 98,733.25 36 98,733.25 484.68 7,373.72 7,858.40 91,359.52 37 91,359.52 448.48 7,409.92 7,858.40 83,949.60 38 83,949.60 412.11 7,446.29 7,858.40 76,503.31 39 76,503.31 375.55 7,482.85 7,858.40 69,020.46 CUSTOMER City of Ocoee, Florida AMOUNT $335,327.70 RATE 5.89% L.R.F.= .023435 TERM 48 ADV or ARR ARR PAYMENT BEGINNING INTEREST PRINCIPAL TOTAL ENDING NUMBER BALANCE EXPENSE PAYMENT PAYMENT BALANCE 40 69,020.46 338.82 7,519.58 7,858.40 61,500.88 41 61,500.88 301.91 7,556.50 7,858.40 53,944.38 42 53,944.38 264.81 7,593.59 7,858.40 46,350.79 43 46,350.79 227.54 7,630.87 7,858.40 38,719.93 44 38,719.93 190.08 7,668.33 7,858.40 31,051.60 45 31,051.60 152.43 7,705.97 7,858.40 23,345.63 46 23,345.63 114.60 7,743.80 7,858.40 15,601.83 47 15,601.83 76.59 7,781.81 7,858.40 7,820.01 48 7,820.01 38.39 7,820.01 7,858.40 0.00 TOTALS 41,875.66 335,327.70 377203.36 • GE Capital Public Finance, Inc. 501 Corporate Centre Drive—Suite 600 Franklin, TN 37067 (615)771-6100 Subject: Required Insurance Coverage Dear Customer: Under the terms of the Lease referenced above, insurance covering the System is required in the amounts and specifics as outlined below. Insurance Amount All Risk Property Insurance Replacement Cost of System General Liability Bodily Injury $1 Million per Occurrence Property Damage $1 Million per Occurrence OR Combined single limit $2 Million per Occurrence (for bodily injury and property damage) Lessor is to be named as Additional Insured and Loss Payee as its interests appear. Lessor shall be given thirty (30) days written notice of cancellation or any material change in coverage. Please forward this information to your company's carrier as soon as possible. Insurance certificates are to be sent to the address reflected below within thirty (30) days of document execution. GE Capital Public Finance, Inc. 501 Corporate Centre Drive, Suite 600 Franklin, TN 37067 Thank you for your prompt attention to this matter. Sincerely, GE Capital Public Finance, Inc. GE Capital Sales/Property Tax & Billing Address Verification Form Public Finance, Inc. Lessee: City of Ocoee, Florida Lease Agreement No. : 1 Tax ID Number: 6826231-001 If your taxing jurisdiction requires Lessor to pay sales tax up front, WE WILL ADD THIS / AMOUNT TO YOUR TOTAL PRICE (as set forth in the Lease) unless you direct us to bill you ./ for the sales tax by checking below: ❑ Invoice Lessee for upfront sales tax: do not add to Total Price. To insure we bill you correctly, please review the questions below. If the information on your lease documents is correct, you do not need to complete the blanks, only check the Yes box next to that section. If the information on the documents is incorrect, please insert the correct information below. Information on documentation correct? Billing Address: ❑ Yes ❑ No Billing Contact Name: Phone Number: Information on documentation correct? Equipment Installation Address: ❑ Yes ❑ No • City: State: Zip: County: If applicable, enclose a copy of Lessee's Purchase Order. Purchase Order Number: Start Date: Expiration Date: Please indicate your sales tax status below. The system is exempt from sales tax. ❑ Yes ❑ No JIf 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. Preparer: f Date Prepared" Lessor GE Capital Public Finance, Inc. Acceptance Certificate Lessee City of Ocoee, Florida Agreement No./Schedule No. 6826231-001 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 System is irrevocably accepted by the Lessee for all purposes under the Lease as of the following date: f (Insert Date of Acceptance) • City of Ocoee, Florida BY Authorized Representative PRINT NAME I TITLE / DATE / NOTE: When you are ready to accept your System, Please sign this form and then Fax to: (615) 771-6101 Mail to: 501 Corporate Centre Drive Suite 600 Franklin, TN 37067 THIS SPACE FOR USE OF FILING OFFICE FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain effective,with certain exceptions,for 5 years from date of filing. A. NAME&TEL.#OF CONTACT AT FILER(optional) 'B. FILING OFFICE ACCT. #(optional) • C. RETURN COPY TO: (Name and Mailing Address) LEXIS DOCUMENT SERVICES INC PO BOX 2969 SPRINGFIELD, IL 62708 D. OPTIONAL DESIGNATION(if applicable): X LESSOR/LESSEE u CONSIGNOR/CONSIGNEE U NON-UCC FILING 1. DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(la or 1b) ta. ENTITY'S NAME CITY OF OCOEE, FLORIDA OR 1 b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX tc. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 150 NORTH LAKESHORE DRIVE OCOEE FL USA 34761 id. S.S.OR TAX I.D.# OPTIONAL le. TYPE OF ENTITY 1f. ENTITY'S STATE 1g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE OR COUNTRY OF NONE ENTITY DEBTOR ORGANIZATION 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b) 2a. ENTITY'S NAME OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAIUNG ADDRESS CITY STATE COUNTRY POSTAL CODE 2d. S.S.OR TAX I.D.# OPTIONAL 2e. TYPE OF ENTITY 2f. ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE OR COUNTRY OF ENTITY DEBTOR ORGANIZATION NONE 3. SECURED PARTY'S (ORIGINAL SIP or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insert only one secured party name(3a or 3b) 3a. ENTITY'S NAME OR GE CAPITAL PUBLIC FINANCE, INC. 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAIUNG ADDRESS CITY STATE COUNTRY POSTAL CODE 501 CORPORATE CENTRE DRIVE, SUITE 600 FRANKLIN TN USA 37067 4. This FINANCING STATEMENT covers the following types or items of property: • SEE EXHIBIT A TO UCC: ATTACHED HERETO AND MADE A PART HEREOF. • LEASE #:6826231 FL—SOS 5. CHECK U This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7. If filed in Florida(check one) BOX (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the nj Documentary Documentary stamp (if applicable) debtor's location was changed to this state,or(b)in accordance with other statutory provisions(additional date,ma{y be required) I j stamp tax paid❑ tax not applicable 6. REQUIRED SIGNATURE(S) CITY OF OCOEE, FLORIDA81 1 This FINANCING STATEMENT is to be filed(for record) (or recorded)In the REAL ESTATE RECORDS 1 Attach Addendum (if applicable) fJ 9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s) (ADDITIONAL FEE) (optional) Ali Debtors(Debtor 1 n Debtor 2 LEXIS Document Services (1) FILING OFFICER COPY- NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV 12/18/95) •11.11 "'0. "^ ..-4.___._s4 THIS SPACE FOR USE OF FILING OFFICE FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain effective,with certain exceptions,for 5 years from date of filing. A. NAME&TEL.#OF CONTACT AT FILER(optional) B. FILING OFFICE ACCT.#(optional) C. RETURN COPY TO: (Name and Mailing Address) LEXIS DOCUMENT SERVICES INC PO BOX 2969 SPRINGFIELD, IL 62708 lL D. OPTIONAL DESIGNATION(if applicable): X LESSOR/LESSEEU CONSIGNOR/CONSIGNEE u NON-UCC FILING 1. DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(1a or 1b) FL-SOS ta. ENTITY'S NAME 'CITY OF OCOEE, FLORIDA • OR lb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 1c. *AILING ADDRESS CITY STATE COUNTRY POSTAL CODE 150 NORTH LAKESHORE DRIVE OCOEE FL USA 34761 1d. S.S.OR TAX I.D.# OPTIONAL te. TYPE OF ENTITY 1f. ENTITY'S STATE 1g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE OR COUNTRY OF ❑NONE ENTITY DEBTOR • ORGANIZATION 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b) 2a. ENTITY'S NAME • OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX • 2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE STATE 2d. S.S.OR TAX I.D.A OPTIONAL 2e. TYPE OF ENTITY 2f. ENTITY'S2g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE OR COUNTRY OF ENTITY DEBTOR ORGANIZATION NONE 3. SECURED PARTY'S(ORIGINAL S/P or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insert only one secured party name(3a or 3b) 3a. ENTITY'S NAME OR GE CAPITAL PUBLIC FINANCE, INC. 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 501 CORPORATE CENTRE DRIVE, SUITE 600 FRANKLIN TN USA 37067 4. This FINANCING STATEMENT covers the following types or items of property: SEE EXHIBIT A TO UCC: ATTACHED HERETO AND MADE A PART HEREOF. LEASE #: 6826231 5. CHECK II This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7. If filed in Florida(check one) BOX (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the in Documentary Documentary stamp (if applicable) debtor's location was changed to this state,or(b)In accordance with other statutory provisions(additional date may be requirecll (stamp tax paid❑ tax not applicable 6. REQUIRED SIGNATURE(S) 8,0 This FINANCING STATEMENT is to be filed(for record) (or recorded)In the REAL ESTATE RECORDS CITY OF OCOEE, FLORIDA Attach Addendum (if applicable) 9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s) J [ADDITIONAL FEET (optional) nAll Debtors❑Debtor 1 n Debtor 2 (2) ACKNOWLEDGEMENT COPY— NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV 12/18/95) LEX(S Document Services as.,w.....liIJ6.Y04n . —! . 4. THIS SPACE FOR USE OF FILING OFFICE FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain effective,with certain exceptions,for 5 years from date of filing. A. NAME&TEL.#OF CONTACT AT FILER(optional) B. FILING OFFICE ACCT.#(optional) C. RETURN COPY TO: (Name and Mailing Address) LEXIS DOCUMENT SERVICES INC PO BOX 2969 SPRINGFIELD, IL 62708 L D. OPTIONAL DESIGNATION(if applicable): X LESSOR/LESSEEH CONSIGNOR/CONSIGNEE u NON-UCC FILING 1. DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(1 a or 1 b) FL—SOS la. ENTITY'S NAME CITY OF OCOEE, FLORIDA OR lb: INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX lc. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 150 NORTH LAKESHORE DRIVE OCOEE FL USA 34761 Id. S.S.OR TAX I.D.# OPTIONAL le. TYPE OF ENTITY tf. ENTITY'S STATE 1g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE OR COUNTRY OF ENTITY DEBTOR ORGANIZATION NONE 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b) 2a. ENTITY'S NAME OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE • 2d. S.S.OR TAX I.D.# OPTIONAL 2e. TYPE OF ENTITY 2f. ENTITY'S STATE OR COUNTRY OF 2g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE- El ENTITY DEBTOR ORGANIZATION NONE 3. SECURED PARTY'S(ORIGINAL SIP or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insert only one secured party name(3a or 3b) 3a. ENTITY'S NAME OR GE CAPITAL PUBLIC FINANCE, INC. 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 501 CORPORATE CENTRE DRIVE, SUITE 600 FRANKLIN TN USA 37067 4. This FINANCING STATEMENT covers the following types or items of property: SEE EXHIBIT A TO UCC: ATTACHED HERETO AND MADE A PART HEREOF. LEASE #: 6826231 5. CHECK I This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7. If filed in Florida(check one) BOX Cal in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the Documentary Documentary stamp (if applicable) debtor's location was changed to this state,or(b)in accordance with other statutory provisions(additional date may be requirecin stamp tax paid tax not applicable 6. REQUIRED SIGNATURE(S) 8.0 This FINANCING STATEMENT Is to be filed(for record) CITY OF OCOEE, FLORIDA Att ch Addendum r recorded)In the REAL ESTATE RECORDS (if applicable) 9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s) (ADDITIONAL FEE) (optional) nAll Debtors nDebtor 1 n Debtor 2 (3) SEARCH REQUEST COPY— NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV 12/18/95) � LEXIS Document Services THIS SPACE FOR USE OF FILING OFFICE i FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain effective,with certain exceptions,for 5 years from date of filing. A. NAME&TEL.#OF CONTACT AT FILER(optional) B. FILING OFFICE ACCT.#(optional) C. RETURN COPY TO: (Name and Mailing Address) LEXIS DOCUMENT SERVICES INC PO BOX 2969 SPRINGFIELD, IL 62708 J D. OPTIONAL DESIGNATION(if applicable): ki LESSOR/LESSEE[ CONSIGNOR/CONSIGNEE I__I NON-UCC FILING 1. DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name Oa or 1 b) FL—SOS is. ENTITY'S NAME CITY OF OCOEE, FLORIDA OR lb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 150 NORTH LAKESHORE DRIVE OCOEE FL USA 34761 id. S.S.OR TAX I.D.t/ OPTIONAL 1e. TYPE OF ENTITY 1f. ENTITY'S STATE 1g. ENTITY'S ORGANIZATIONAL I.D.//,if any ADD'NL INFO RE OR COUNTRY OF El NONE ENTITY DEBTOR ORGANIZATION 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b) 2a. ENTITY'S NAME OR 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 2d. S.S.OR TAX I.D.B OPTIONAL 2e. TYPE OF ENTITY 2f. ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE OR COUNTRY OF ENTITY DEBTOR ORGANIZATION NONE 3. SECURED PARTY'S(ORIGINAL S/P or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insert only one secured party name(3a or 3b) 3a. ENTITY'S NAME • • OR GE CAPITAL PUBLIC FINANCE, INC. 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 501 CORPORATE CENTRE DRIVE, SUITE 600 FRANKLIN TN USA 37067 4. This FINANCING STATEMENT covers the following types or items of property: • SEE EXHIBIT A TO UCC: ATTACHED HERETO AND MADE A PART HEREOF. LEASE #: 6826231 5. CHECK 1-1 I This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7. If filed in Florida(check one) BOX (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the ('�Documentary Documentary stamp (If applicable) debtor's location was changed to this state,or(b)in accordance with other statutory provisions(additional date may be requirec II 'stamptax paid❑ tax not applicable 6. REQUIRED SIGNATURE(S) 8,11 This FINANCING STATEMENT is to be filed(for record) • CITY OF OCOEE, FLORIDA (or recorded)In the REAL ESTATE RECORDS Attach Addendum (if applicable) 9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s) (ADDITIONAL FEE' (optional) nAll Debtors nDebtor 1 n Debtor 2 (4) DEBTOR COPY— NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV 12/18/95) OLEXIS Document Services o••t. 4.-4 �,,, .•..:e THIS SPACE FOR USE OF FILING OFFICE FINANCING STATEMENT - FOLLOW INSTRUCTIONS CAREFULLY This Financing Statement is presented for filing pursuant to the Uniform Commercial Code and will remain effective,with certain exceptions,for 5 years from date of filing. A. NAME&TEL.#OF CONTACT AT FILER(optional) B. FILING OFFICE ACCT.#(optional) • • C. RETURN COPY TO: (Name and Mailing Address) LEXIS DOCUMENT SERVICES INC PO BOX 2969 'SPRINGFIELD, IL 62708 D. OPTIONAL DESIGNATION(it applicable): X LESSOR/LESSEEH CONSIGNOR/CONSIGNEE u NON-UCC FILING 1. DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(1 a or 1 b) FL—SOS ta. ENTITY'S NAME CITY OF OCOEE, FLORIDA OR lb.'INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 150 'NORTH LAKESHORE DRIVE OCOEE FL USA 34761 1d. S.S.OR TAX I.D.# OPTIONAL le. TYPE OF ENTITY 1f. ENTITY'S STATE 1g. ENTITY'S ORGANIZATIONAL I.D.#,if any ADD'NL INFO RE • OR COUNTRY OF ❑NONE ENTITY DEBTOR ORGANIZATION. 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name(2a or 2b) '2a. ENTITY'S NAME. • OR • 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS, CITY . STATE COUNTRY POSTAL CODE 2d. S.S.OR TAX I.D.# OPTIONAL 2e. TYPE OF.ENTITY 2f. ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D.#,if any . ADD'NL INFO RE OR COUNTRY OF. ENTITY DEBTOR ORGANIZATION _ NONE 3. SECURED PARTY'S(ORIGINAL VP or ITS TOTAL ASSIGNEE)EXACT FULL LEGAL NAME-insert only one secured party name(3a.or 3b) 3a. ENTITY'S NAME OR GE CAPITAL PUBLIC -FINANCE, INC. 3b. INDIVIDUAL'S LAST NAME FIRST NAME . MIDDLE NAME SUFFIX 3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE 501 CORPORATE CENTRE DRIVE, SUITE 600 FRANKLIN . TN USA 37067 4. This FINANCING STATEMENT covers the following types or items of property: SEE EXHIBIT A TO UCC: ATTACHED HERETO AND MADE A PART HEREOF. LEASE .#: 6826231 • 5. CHECK II This FINANCING STATEMENT is signed by the Secured Party instead of the Debtor to perfect a security interest 7. If filed In Florida(check one) BOX (a)in collateral already subject to a security interest in another jurisdiction when it was brought into this state,or when the r-i Documentary ❑Documntaappliry stamp (if applicable) debtor's location was changed to this state,or(b)in accordance with other statutory provisions(additional date may be requirecll I stamp tax paid tax notecable 6. REQUIRED SIGNATURE(S) B❑This FINANCING STATEMENT is to be filed(for record) (or recorded)in the REAL ESTATE RECORDS CITY OF OCOEE, FLORIDA Attach Addendum (if applicable) 9.Check to REQUEST SEARCH CERTIFICATE(S)on Debtor(s) • • (ADDITIONAL FEE](optional) DABDebtors[Debtor 1 I l��l I Debtor 2 • LEXISD«umentServlea (5) SECURED PARTY COPY— NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV 12/18/95) �A�,i JLIJ 6i„L�y Lessor GE Capital Public Finance, Inc. Exhibit A to UCC Lessee City of Ocoee, Florida Agreement No. 6826231 This Exhibit A is attached to and forms a part of the financing statement, amendment or other filing with which it is submitted (the "UCC Filing"). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Lease (as defined below). The UCC Filing covers all of the Lessee's existing and hereafter acquired rights, title and interest in, to and under all equipment, inventory, general intangibles, accounts and chattel paper consisting of, constituting, evidenced by or arising from any of the following: All of the equipment and associated items ("Equipment") and any license and/or sublicense to use any computer programs and related documentation ("Software") that are the subject of, and described in, any existing or future Equipment Schedule to that certain Master Lease/Purchase Agreement between Lessor and Lessee bearing or referencing the Agreement number set forth above (collectively, the "Lease"), and all Supplier Agreements with respect to any of the Equipment and/or Software. The Equipment and Software include, but are not limited to, all additions, attachments, accessions, and leased Modifications and Additions and all replacements therefore. The UCC filing covers 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, all monies received in respect thereof. NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT DATE: September 16, 1999 GE Capital Public Finance, Inc. ("Assignor") hereby gives notice that Assignor assigned all of its rights in and to Schedule-001 to the Master Lease/Purchase Agreement#6826231 by and between Assignor and, (collectively, "Lease"), and the payments due thereunder to NTFC Capital Corporation ("Assignee") and Assignee has appointed General Electric Capital Corporation (the "Servicer") as the servicer with respect to the Lease. Assignor hereby requests, and instructs Lessee,that all rental payments and other amounts coming due pursuant to the Lease on and after the date hereof are payable to and should be remitted to Assignee as directed by Servicer's invoices. Lessee's questions related to the administration of the Lease and billing should be referred to Servicer as follows: General Electric Capital Corporation 501 Corporate Centre Drive, Suite 600 Franklin, TN 37067 Attn: Mary Jones The Federal Tax Identification Number of Assignor is 06-1345147 and of Assignee is 62-1105522. Lessee hereby acknowledges the effect of and consents to the Assignment and absolutely and unconditionally agrees to deliver all rental payments and other amounts coming due under the Lease in accordance with the terms thereof to Assignee. Assignor and Lessee agree that, notwithstanding any provision of the Lease or any other agreement to the contrary, in the event of a default under the Lease(1)Lessor may accelerate only the rentals and other amounts due in the fiscal period in which the default occurred and Lessee is required to pay such amounts subject to legally available funds and(2) all leases subject to the Master Lease/Purchase Agreement owned by Assignee or its affiliates and all agreements between Lessee and Assignee or its affiliates shall be in default but a default under another lease subject to the Master Lease/Purchase Agreement not owned by Assignee or any of its affiliates shall have no impact on the Lease or any other agreement between Lessee and Assignee or its affiliates. Lessee agrees that(1)Assignee shall not have any of the obligations or liabilities of Assignor, (2) Assignee shall have all the rights of Lessor under the Lease, including but not limited to the right to issue or receive all notices and reports, to give all consents, to receive title to the equipment, to declare a default and to exercise all remedies hereunder, and(3)Lessee shall pay Assignee all rents and other amounts due under the Lease as and when due,without deduction or offset, notwithstanding any claim Lessee may have against Assignor, or relative to the equipment, or any other claim of Lessee arising prior to the Assignment. GE CAPITAL PUBLIC FINANCE,INC. CITY OF OCOEE,FLORIDA Assignor Lessee By: By: (SEE ATTACHED SIGNATURE PAGE) Name: Name: Title: Title: Date: Date: