CN-720000-ST027.pdf

SnapOut LPA-Appropriation Page 1 of 12 Lease No.: 2001949902 dated September 1, 2020 KEYCORP CONFIDENTIAL - This is counterpart # _____ of _____ manually executed counterparts. Only counterpart # 1 constitutes chattel paper

Key Government Finance, Inc.

1000 South McCaslin Boulevard Superior, CO 80027-9456

September 02, 2020

State of Florida 2585 Shumard Oak Blvd Tallahassee, FL 32311 Re: Lease/Purchase Agreement, Dated September 01, 2020

Dear Mr. Tedder:

Enclosed, please find two (2) sets of financing documents for your review and execution. (If these documents were emailed to you, please print out two (2) sets and sign using blue ink.) Execute both sets and return all of the originals to my attention. The original sets of the executed documents are required prior to funding your transaction. *Please note that KGF requires the return of the fully executed documents by September 01, 2020; otherwise, this transaction may be subject to repricing.* To expedite the return of these documents, please overnight them to me:

KEY GOVERNMENT FINANCE, INC.

ATTN: Peter Brook

1000 S. MCCASLIN BLVD, SUPERIOR, CO 80027

Upon closing, Key Government Finance will return a fully executed original set for your files.

These documents are a short form document that is only negotiable for statutory items. If you require statutory changes, please provide requested changes along with the statutory references. If non-statutory changes are requested, please let me know and I will send you our negotiable Master Lease Document.

Also, one of our representatives will contact you prior to funding to conduct a Telephone Audit to review the terms of your contract and to confirm the property that we are financing for you. We will also answer any questions you may have. If you will not be available, list the name of any individual that you wish to authorize on your behalf to complete this Audit.

Name _______________________________________ Title ____________________________________

Executed documents required for funding are:

Lease/Purchase Agreement* Addendum/Amendment to Lease/Purchase Agreement* Property Schedule to Lease/Purchase Agreement* Exhibit A – Certificate of Acceptance. The date of Acceptance will need to be filled in with the date the property is installed and accepted.

Exhibit B – Lessee’s Counsel’s Opinion. This is the standard legal opinion used by Key Government Finance, Inc. This opinion will need to be processed by your attorney on their letterhead. Your attorney will want to review the Lease/Purchase Agreement and Property Schedule.

Certificate of Insurance – Required prior to funding.

Sales/Use Tax Exemption Certificate or Letter, if applicable

*The items above marked with an asterisk require a signature in the presence of a witness/attestor. The attesting of the signature does not require a notary, but the signature of a person present at the time the document is signed.

Please contact me at 720-304-1295 with any questions.

Sincerely, Peter Brook Account Manager

DocuSign Envelope ID: 5475220D-AAEE-4962-8E38-FC761E695469

Andrew T. Richardson Interim Deputy CIO

THIS IS A COPY

This is a copy view of the Authoritative Copy held by the designated custodian

COPY VIEW

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KEYCORP CONFIDENTIAL - This is counterpart # _____ of _____ manually executed counterparts. Only counterpart # 1 constitutes chattel paper

Lease/Purchase Agreement, Dated September 01, 2020

Accepted by Lessor: Agreed to by Lessee:

1000 South McCaslin Blvd.

Superior, CO 80027

State of Florida by and through Department of Management Services (the "Lessee") 2585 Shumard Oak Blvd Tallahassee, FL 32311

By:

Name:

Title:

The above named representative of Lessee held at the time of authorization of this Agreement by the governing body of Lessee and holds at the present time the office set forth above, has been duly authorized to sign this Agreement, and the signature set forth above is his or her true signature.

Attest By:

AGREEMENT: Lessor hereby leases to Lessee and Lessee hereby rents from Lessor all the Property described in Property Schedule incorporated herein by reference, upon the terms and conditions set forth herein and as supplemented by the terms and conditions set forth in the Property Schedule. This Lease/Purchase Agreement together with the Property Schedule and the documents specified in the Order of Precedence below shall be defined as the Agreement. THE AGREEMENT MERGES ALL PRIOR UNDERSTANDINGS AND CONSTITUTES THE FINAL AND COMPLETE AGREEMENT between Lessor and Lessee for the property. Documentation (e.g., orders and invoices) between or among Lessee and any property/equipment vendor, dealer, distributor or manufacturer does not apply to the Agreement or to Lessor.

ORDER OF PRECEDENCE: If there are conflicting provisions among the documents that make up the Agreement, the order of precedence for the documents is as follows:

(a) Property Schedule to Lease/Purchase Agreement

(b) Addendum to Tax-Exempt Lease/Purchase Agreement – Florida

(c) This Lease/Purchase Agreement

LEASE TERM: The Lease Term of the Property listed in the Property Schedule shall begin upon the commencement date, as noted in the Property Schedule to Lease/Purchase Agreement, and continue for the time period set forth in the Property Schedule. This Agreement cannot be canceled or terminated by Lessee except as expressly provided herein. This Agreement is a triple net lease.

LEASE PAYMENTS: Lessee shall pay rent to Lessor for the Property in the amounts, and on the dates specified, in the Property Schedule. Lessor and Lessee intend that the obligation of Lessee to pay Lease Payments hereunder shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee..

NO OFFSET: SUBJECT TO THE RIGHT TO NON-APPROPRIATE, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE PROPERTY SCHEDULE AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR. Lessee shall pay when due all taxes and governmental charges assessed or levied against or with respect to the Property.

LATE CHARGES: Should Lessee fail to duly pay any part of any Lease Payment or other sum to be paid to Lessor under this Agreement on the date on which such amount is due hereunder, then Lessee shall pay late charges on such delinquent payment from the due date thereof until paid at the rate of 12% per annum or the highest rate permitted by section 215.422, Florida Statutes, whichever is less. A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems obtaining timely payment(s) from an agency, may be contacted at 850-413-5516, or vendors may call the State Comptroller’s Hotline at 1-800-848-3792.

MAINTENANCE OF PROPERTY: At all times during the Lease Term, Lessee shall, at Lessee’s own cost and expense, maintain, preserve, and keep the Property in good working order, and condition, and from time to time make or cause to be made all necessary and proper repairs, replacements, and renewals to the Property, which shall become part of the Property. The Property is and will remain personal property.

INSURANCE OF PROPERTY: All risk of loss to the Property shall be borne by the Lessee. At all times during the Lease Term, Lessee shall, at Lessee’s own cost and expense, cause casualty, public liability, and property damage insurance to be carried and maintained (or shall provide Lessor with a certificate stating that adequate self-insurance has been provided) with respect to the Property, sufficient to protect the full replacement value of the Property and to protect from liability in all events for which insurance is customarily available. Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Any insurance policy to be carried and maintained pursuant to this Agreement shall be so written or endorsed as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear. All such liability insurance shall name Lessor as an additional

DocuSign Envelope ID: 5475220D-AAEE-4962-8E38-FC761E695469

Andrew Richardson

Interim Deputy CIO

Departmental Purchasing Director

Brandon Spencer

Amy Gossin

Vice President

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This is a copy view of the Authoritative Copy held

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KEYCORP CONFIDENTIAL - This is counterpart # _____ of _____ manually executed counterparts. Only counterpart # 1 constitutes chattel paper insured. Each insurance policy carried and maintained pursuant to this Agreement shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially or adversely to the interest of the Lessor without first giving written notice thereof to Lessor at least 30 days in advance of such change of status.

QUIET ENJOYMENT AND TERMINATION OF LESSOR'S INTEREST: To secure Lessee's obligations hereunder, Lessor is granted a security interest in the Property, including substitutions, repairs, replacements and renewals, and the proceeds thereof, which is a first lien thereon. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish, maintain and perfect such security interest.

Provided there does not exist an Event of Default as defined herein, the Lessee shall have the right of quiet enjoyment of the Property throughout the Lease Term. Unless otherwise required by law, title to the Property shall be in the name of Lessee, subject to Lessor's interest hereunder.

PURCHASE: When Lessee shall have performed all of its obligations and no default shall have occurred and be continuing under this Agreement, and this Agreement shall not have been earlier terminated with respect to the Property, then, at the end of the Lease Term with respect to any item of Property, Lessee shall purchase Lessor's entire interest in all of the Property subject to this Property Schedule and terminate any restrictions herein on the Property under this Property Schedule on the last day of the Lease Term for this Property Schedule, if this Property Schedule is still in effect on such day, upon payment in full of the Rental Payments due thereunder. Upon payment of the purchase price under this Property Schedule, and performance by Lessee of all other terms, conditions and provisions hereof, Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or recourse to Lessor, of all of Lessor's right, title and interest in and to the Property subject to this Property Schedule to Lessee, whereupon Lessor’s interest in such Property shall terminate.

REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to Lessor that: (a) Lessee is a State, possession of the United States, the District of Columbia, or political subdivision thereof as defined in Section 103 of the Code and Treasury Regulations and Rulings related thereto. If Lessee is incorporated, it is duly organized and existing under the Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect. (b) Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution, if requested by Lessor, is attached hereto), to execute and deliver this Agreement and to carry out its obligations hereunder. (c) All legal requirements have been met, and procedures have been followed, including public bidding and those laws and procedures required by Lessee’s governing body, in order to ensure the enforceability of this Agreement. (d) The Property will be used by Lessee only for essential governmental or proprietary functions of Lessee consistent with the scope of Lessee's authority and will not be used in a trade or business of any person or entity, by the federal government or for any personal, family or household use. Lessee’s need for the Property is not expected to diminish during the term of the Agreement. (e) Lessee has funds available to pay Lease Payments until the end of its current appropriation period, and it intends to request funds in accordance with applicable provisions of law to make Lease Payments in each appropriation period, from now until the end of the term of this Agreement. (f) Lessee has never defaulted, failed to pay or non-appropriated on a lease, loan or bond. (g) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior written notice to Lessor. (h) As of the date hereof, no litigation is pending, (or, to Lessee’s knowledge, threatened) against Lessee in any court (1) seeking to restrain or enjoin the delivery of the Agreement or of other agreements similar to the Agreement; (2) questioning the authority of Lessee to execute the Agreement, or the validity of the Agreement, or the payment of principal of or interest on, the Agreement; (3) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Agreement; or (4) affecting the provisions made for the payment of or security for the Agreement.

RISK OF LOSS: COVENANTS. Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the Agreement. However, as between Lessor and Lessee, and to the extent permitted by law and subject to appropriation of funds by Lessee, Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, proceedings, actions, damages or losses arising under or related to the Property, including, but not limited to, the possession, ownership, lease, use or operation thereof, except that Lessee shall not bear the risk of loss of, nor pay for, any claims, proceedings, actions, damages or losses that arise directly from events occurring after Lessee has surrendered possession of the Property in accordance with the terms of the Agreement to Lessor or that arise directly from the gross negligence or willful misconduct of the Lessor.

NONAPPROPRIATION: Non-Appropriation means the failure of Lessee’s governing body to appropriate funds to pay Lease Payments. If the Lessee appropriates moneys for the Lease Payments, the Lessee’s obligation to pay Lease Payments will be irrevocable, enforceable and the failure to pay the Lease Payments will be an Event of Default under this Agreement. If sufficient funds are not appropriated to make Lease Payments under this Agreement, this Agreement shall terminate and Lessee shall not be obligated to make Lease Payments under this Agreement beyond the then current fiscal year for which funds have been appropriated. Upon such an event, Lessee shall, no later than the end of the fiscal year for which Lease Payments have been appropriated, deliver possession of the Property to Lessor. If Lessee fails to deliver possession of the Property to Lessor, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as required. Lessee shall notify Lessor in writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments, but failure to provide such notice shall not operate to extend the Lease Term or result in any liability to Lessee.

ASSIGNMENT BY LESSEE: Without Lessor's prior written consent, Lessee may not, by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of the Property, this Agreement or any interest therein.

ASSIGNMENT BY LESSOR: Lessor may assign, sell or encumber all or any part of this Agreement, the Lease Payments and any other rights or interests of Lessor hereunder. Such assignees may include trust agents for the benefit of holders of certificates of participation.

EVENTS OF DEFAULT: Lessee shall be in default under this Agreement upon the occurrence of any of the following events or conditions ("Events of Default"), unless such Event of Default shall have been specifically waived by Lessor in writing: (a) Default by Lessee in payment of any Lease Payment or any other indebtedness or obligation now or hereafter owed by Lessee to Lessor under this Agreement or in the performance of any obligation, covenant or liability contained in this Agreement and the continuance of such default for ten (10) consecutive days after written notice thereof by Lessor to Lessee, or (b) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false in any material respect when made or furnished, or (c) actual or attempted sale, lease or encumbrance of any of the Property, or the making of any levy, seizure or attachment thereof or thereon, or (d) dissolution, termination of existence, discontinuance of the Lessee, insolvency, business failure, failure to pay debts as they mature, or appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by the Lessee, or the commencement of any proceedings under any bankruptcy, reorganization or arrangement laws by or against the Lessee.

REMEDIES OF LESSOR: Upon the occurrence of any Event of Default and at any time thereafter, Lessor may, without any further notice, exercise one or more of the following remedies as Lessor in its sole discretion shall elect: (a) terminate the Agreement and all of Lessee's rights hereunder as to any or all items of Property; (b) proceed by appropriate court action to personally, or by its agents, take possession from Lessee of any or all items of Property wherever found and for this purpose enter upon Lessee's premises where any item of Property is located and remove such item of Property free from all

DocuSign Envelope ID: 5475220D-AAEE-4962-8E38-FC761E695469 THIS IS A COPY This is a copy view of the Authoritative Copy held

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KEYCORP CONFIDENTIAL - This is counterpart # _____ of _____ manually executed counterparts. Only counterpart # 1 constitutes chattel paper claims of any nature whatsoever by Lessee and Lessor may thereafter dispose of the Property; provided, however, that any proceeds from the disposition of the Property in excess of the sum required to (i) pay to Lessor an amount equal to the total unpaid principal component of Lease Payments under the Property Schedule, including principal component not otherwise due until future fiscal years, (ii) pay any other amounts then due under the Property Schedule and this Agreement, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property and the Event of Default (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee; (c) proceed by appropriate court action or actions to enforce performance by Lessee of its obligations hereunder or to recover damages for the breach hereof or pursue any other remedy available to Lessor at law or in equity or otherwise; (d) declare all unpaid Lease Payments and other sums payable hereunder during the current fiscal year of the Lease Term to be immediately due and payable without any presentment, demand or protest and / or take any and all actions to which Lessor shall be entitled under applicable law. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time. Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Unless prohibited by law, Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement.

NOTICES: All notices, and other communications provided for herein shall be deemed given when delivered or mailed by certified mail, postage prepaid, addressed to Lessor or Lessee at their respective addresses set forth herein or such other addresses as either of the parties hereto may designate in writing to the other from time to time for such purpose.

CONTINUING DISCLOSURE: Lessor acknowledges that, in connection with Lessee’s compliance with any continuing disclosure undertakings (each, a “Continuing Disclosure Agreement”) entered into by Lessee pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), Lessee may be required to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system, or its successor (“EMMA”), notice of its incurrence of its obligations under this Agreement and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with this Agreement, in each case including a description of the material terms thereof (each such notice, an “EMMA Notice”). Lessee shall not file or submit or permit the filing or submission of any EMMA Notice that includes any of the following unredacted information regarding Lessor or the Escrow Agent: physical or mailing addresses, account information, e-mail addresses, telephone numbers, fax numbers, tax identification numbers, or titles or signatures of officers, employees or other signatories. Lessee acknowledges and agrees that Lessor is not responsible in connection with any EMMA Notice relating to this Agreement for Lessee’s compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities laws, including but not limited to those relating to the Rule.

AMENDMENTS AND WAIVERS: This Agreement and the Property Schedule executed by Lessor and Lessee constitute the entire agreement between Lessor and Lessee with respect to the Property and this Agreement may not be amended except in writing signed by both parties.

CONSTRUCTION: This Agreement shall be governed by and construed in accordance with the laws of the Lessee’s State. Titles of sections of this Agreement are for convenience only and shall not define or limit the terms or provisions hereof. Time is of the essence under this Agreement. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. This Agreement may be simultaneously executed in counterparts, each shall be an original with all being the same instrument.

COOPERATION WITH THE INSPECTOR GENERAL: Pursuant to section 20.055(5), Florida Statutes (F.S.), the Lessor understands and will comply with its duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing.

E-VERIFY: In accordance with Executive Order 11-116, the Lessor agrees to utilize the U.S. Agency of Homeland Security’s E-Verify system, https://e-verify.uscis.gov/emp, to verify the employment eligibility of all new employees hired during the term of the Agreement for the services specified in the Agreement.

CONVICTED AND DISCRIMINATORY VENDOR LISTS: The employment by any contractor of unauthorized aliens is considered a violation of section 274A(e) of the Immigration and Nationality Act. Pursuant to sections 287.133 and 287.134, F.S., the following restrictions are placed on the ability of persons or entities placed on the convicted vendor list or the discriminatory vendor list:

Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, F.S., for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list.

Discriminatory Vendors. An entity or affiliate that has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity;

may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity.

The Lessor shall notify the Lessee if it or any of its suppliers, subcontractors, or consultants have been placed on the convicted vendor list or the discriminatory vendor list during the life of the Agreement.

SCRUTINIZED COMPANIES: The Lessee may, at its option, terminate the Agreement if the Lessor is found to have submitted a false certification as provided under section 287.135(5), F.S., or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, or to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel.

PUBLIC RECORDS: To the extent required by the Florida Public Records Act, Chapter 119, F.S., the Lessor shall:

(1) Keep and maintain public records required by the Lessee to perform the service.

(2) Upon request from the Lessee’s custodian of public records, provide the Lessee with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law.

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KEYCORP CONFIDENTIAL - This is counterpart # _____ of _____ manually executed counterparts. Only counterpart # 1 constitutes chattel paper

(3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Lessor does not transfer the records to the Lessee.

(4) Upon completion of the Agreement, transfer, at no cost, to the Lessee all public records in possession of the Lessor or keep and maintain public records required by the Lessee to perform the service. If the Lessor transfers all public records to the Lessee upon completion of the Agreement, the Lessor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Lessor keeps and maintains public records upon completion of the Agreement, the Lessor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Lessee, upon request from the Lessee’s custodian of public records, in a format that is compatible with the information technology systems of the Lessee.

The Agreement may be terminated for cause by the Lessee for the Lessor’s refusal to allow access to public records.

IF THE LESSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO THE LESSOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF

PUBLIC RECORDS AT (850) 487-1082;

PUBLICRECORDS@DMS.MYFLORIDA.COM; OFFICE OF THE GENERAL

COUNSEL, 4050 ESPLANADE WAY, TALLAHASSEE, FLORIDA 32399.

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Addendum to Tax-Exempt Lease/Purchase Agreement Florida

THIS ADDENDUM, which is entered into as of September 01, 2020 between Key Government Finance, Inc. ("Lessor") and State of Florida by and through Department of Management Services ("Lessee"), is intended to modify and supplement the Tax-Exempt Lease/Purchase Agreement between Lessor and Lessee of even date herewith (the "Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

The Agreement is hereby amended as set forth below:

A. The section entitled "LEASE PAYMENTS" is amended by the addition of the following to the end of said section: "Lessor acknowledges that in no event may it compel the use of ad valorem taxing power to compel Lessee to pay Rental Payments or other payment obligations under this Agreement.”

B. The Section entitled "QUIET ENJOYMENT AND TERMINATION OF LESSOR'S INTEREST" is amended to read as follows:

QUIET ENJOYMENT AND TERMINATION OF LESSOR'S INTEREST: The Lessee shall have the right of quiet enjoyment of the Property throughout the Lease Term. If Lessee shall have performed all of its obligations and no default shall have occurred and be continuing under this Lease, and this Lease shall not have been earlier terminated with respect to the Property, then, at the end of the Lease Term with respect to any item of Property, Lessor's interest in such Property shall terminate. Unless otherwise required by law, title to the Property shall be in the name of Lessee, subject to Lessor's interest hereunder.

C. The section entitled "REMEDIES OF LESSOR" is amended to read as follows:

REMEDIES OF LESSOR: Upon the occurrence of any Event of Default and at any time thereafter, Lessor may, without any further notice, exercise one or more of the following remedies as Lessor in its sole discretion shall elect: (a) terminate the Property Schedule and may require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the United States as Lessor shall specify, and Lessor may thereafter dispose of the Property; provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay any other amounts then due under the Property Schedule, including payments under the section entitled LATE CHARGES, and (ii) pay Lessor's costs and expenses associated with the disposition of the Property (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee; (b) proceed by appropriate court action or actions to enforce performance by Lessee of its obligations hereunder or to recover damages for the breach hereof or pursue any other remedy available to Lessor at law or in equity or otherwise; (c) declare all unpaid Lease Payments and other sums payable hereunder during the current fiscal year of the Lease Term to be immediately due and payable without any presentment, demand or protest and/or take any and all actions to which Lessor shall be entitled under applicable law. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law or in equity or otherwise provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time. Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement. Following an Event of Default or a Non-Appropriation hereunder and upon failure of Lessee to voluntarily comply with the requirements hereunder to return possession to Lessor, Lessor may take any action, at law, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement against Lessee's legally available funds. Lessor and Lessee agree that there is no intention to create under this Agreement and the applicable Property Schedules a right of Lessor to dispossess Lessee involuntarily of the legal title to or the right of use of the Property.

Lessor hereby irrevocably waives any right to specific performance of Lessee's covenant to transfer legal title to and return of possession of the Property to Lessor.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized representatives as of the date first above written.

Lessor: Key Government Finance, Inc. Lessee: State of Florida by and through Department of Management Services

Attest

Interim Deputy CIO

Andrew Richardson

Departmental Purchasing Director

Brandon Spencer

Vice President

Amy Gossin

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KEYCORP CONFIDENTIAL - This is counterpart # _____ of _____ manually executed counterparts. Only counterpart # 1 constitutes chattel paper

Property Schedule to Lease/Purchase Agreement

This Property Schedule is entered into pursuant to Lease/Purchase Agreement dated as of September 01, 2020 between Lessor and Lessee.

1. Interpretation. The terms and conditions of the Lease/Purchase Agreement (the "Agreement") are incorporated herein.

2. Commencement Date. The Commencement Date for this Property Schedule is September 01, 2020.

4. Property Location: 2585 Shumard Oak Blvd., Tallahassee, FL 32311

5. Use: IT Equipment - This use is essential to the proper, efficient and economic functioning of Lessee or to the services that Lessee provides; and Lessee has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future.

6. Term and Payments. Lease Term and Lease Payments are per the table below. If the Payment Due Dates are not defined, they shall be defined as the 1st day of each monthly period in the table below commencing with the Acceptance Date as stated in the Certificate of Acceptance, attached as Exhibit A, hereto. If the parties enter into an escrow agreement for the acquisition of the Property, then the escrow agreement shall be attached hereto. In lieu of the Acceptance Date for commencement of Lease Payments, the date of deposit of the Property Cost into the escrow by Lessor shall be used. Lessee shall have the option to prepay the Lease Payments due under this Property Schedule by paying the Outstanding Principal shown in the table below.

7. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Agreement

(including this Property Schedule and all ancillary documents) are not received by Lessor at its place of business by September 01, 2020.

8. Property Cost. The total acquisition cost of the Property is $221,578.72

9. Opinion of Counsel. Lessee has provided the opinion of its legal counsel substantially in the form as attached as Exhibit B, hereto.

Payment Due Date

Rental Payment

Outstanding Principal

10/1/2020 $ 6,330.82 $ 215,247.90 11/1/2020 $ 6,330.82 $ 208,917.08 12/1/2020 $ 6,330.82 $ 202,586.26

1/1/2021 $ 6,330.82 $ 196,255.44 2/1/2021 $ 6,330.82 $ 189,924.62 3/1/2021 $ 6,330.82 $ 183,593.80 4/1/2021 $ 6,330.82 $ 177,262.97 5/1/2021 $ 6,330.82 $ 170,932.15 6/1/2021 $ 6,330.82 $ 164,601.33 7/1/2021 $ 6,330.82 $ 158,270.51 8/1/2021 $ 6,330.82 $ 151,939.69 9/1/2021 $ 6,330.82 $ 145,608.87

10/1/2021 $ 6,330.82 $ 139,278.05 11/1/2021 $ 6,330.82 $ 132,947.23 12/1/2021 $ 6,330.82 $ 126,616.41

1/1/2022 $ 6,330.82 $ 120,285.59 2/1/2022 $ 6,330.82 $ 113,954.77 3/1/2022 $ 6,330.82 $ 107,623.95

Payment Due Date

Rental Payment

Outstanding Principal

4/1/2022 $ 6,330.82 $ 101,293.13 5/1/2022 $ 6,330.82 $ 94,962.31 6/1/2022 $ 6,330.82 $ 88,631.49 7/1/2022 $ 6,330.82 $ 82,300.67 8/1/2022 $ 6,330.82 $ 75,969.85 9/1/2022 $ 6,330.82 $ 69,639.02

10/1/2022 $ 6,330.82 $ 63,308.20 11/1/2022 $ 6,330.82 $ 56,977.38 12/1/2022 $ 6,330.82 $ 50,646.56

1/1/2023 $ 6,330.82 $ 44,315.74 2/1/2023 $ 6,330.82 $ 37,984.92 3/1/2023 $ 6,330.82 $ 31,654.10 4/1/2023 $ 6,330.82 $ 25,323.28 5/1/2023 $ 6,330.82 $ 18,992.46 6/1/2023 $ 6,330.82 $ 12,661.64 7/1/2023 $ 6,330.82 $ 6,330.82 8/1/2023 $ 6,330.82 $ (0.00)

3. The Property is as follows: Property as described in Insight Public Sector, Inc., Quote Nos. 17109905- 0222253617 & 17109993-0222253644, referred to and incorporated herein by this reference.

DocuSign Envelope ID: 5475220D-AAEE-4962-8E38-FC761E695469 THIS IS A COPY This is a copy view of the Authoritative Copy held

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10. Payment of Proceeds:

The undersigned, an authorized representative of Lessee hereby requests and authorizes Lessor to disburse the net proceeds of the Agreement as follows:

PAYEE NAME AMOUNT PAY BY

INSIGHT PUBLIC SECTOR INC $221,578.72

_X__ Wire

(please separately include vendor’s wire instructions)

11. Invoicing Instructions:

LESSEE’S BILL TO ADDRESS: ______________________________________________________

LESSEE’S BILLING CONTACT:

First and Last Name: ______________________________________________________

Title: ______________________________________________________

Phone Number: ______________________________________________________

Email: ______________________________________________________

PURCHASE ORDER NUMBER:

Invoices require purchase order numbers: YES _______ NO _______Purchase Order Number: _____________________

IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. This Property Schedule shall not be binding upon Lessor until any and all conditions precedent contained herein have been met and receipt of, in form satisfactory to Lessor in its sole discretion, all required documentation and credit enhancements from Lessee including but not limited to, acceptance certificate, counsel opinion(s), insurance certificate(s), and tax documentation.

Lessor: Key Government Finance, Inc. Lessee: State of Florida by and through Department of Management Services

The above named representative of Lessee held at the time of authorization of this Property Schedule by the governing body of Lessee and holds at the present time the office set forth above, has been duly authorized to sign this Property Schedule, and the signature set forth above is his or her true signature.

Attest By:

Andrew Richardson

Brandon Spencer

Departmental Purchasing Director

Vice President

Amy Gossin

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EXHIBIT A

Certificate of Acceptance

This Certificate of Acceptance is pursuant to Lease/Purchase Agreement dated as of September 01, 2020 and the related Property Schedule, between Lessor and Lessee (the "Agreement").

1. Property Acceptance. Lessee hereby certifies and represents to Lessor that the Property referenced in the Agreement has been acquired, made, delivered, installed and accepted as of the date indicated below. Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes.

Lessee will immediately begin making Lease Payments in accordance with the times and amounts specified herein. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE.

IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be executed by their duly authorized representative.

Acceptance Date:

Lessee: State of Florida by and through Department of Management Services

Andrew Richardson

1/14/2021

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EXHIBIT B

Lessee's Counsel's Opinion

[To be provided on letterhead of Lessee's counsel.]

[Address to Lessor and Lessee]

RE: Lease/Purchase Agreement and Property Schedule dated as of September 01, 2020, between State of Florida by and through Department of Management Services and Key Government Finance, Inc.

Ladies and Gentlemen:

We have acted as special counsel to State of Florida by and through Department of Management Services ("Lessee"), in connection with the Lease/Purchase Agreement, and Property Schedule dated as of September 01, 2020, between State of Florida by and through Department of Management Services, as Lessee, and Key Government Finance, Inc. as Lessor, and any amendment or addendum thereto, if any, and, if applicable, that certain Escrow Agreement dated as of September 01, 2020 by and among Lessee, Lessor and KeyBank National Association as Escrow Agent (the “Escrow Agreement”, and collectively the “Transaction Documents”). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.

Based upon the foregoing, we are of the opinion that, under existing law:

1. Lessee is a governmental agency of the State of Florida and is authorized by the laws of the State of Florida to enter into the transactions contemplated by the Transaction Documents and to carry out its obligations thereunder. As provided in section 20.22, Florida Statutes, the Department of Management Services, an agency of the Executive branch of the State of Florida Government, is responsible for the obligations of Lessee as specified in the Transaction Documents.

2. Lessee has all requisite power and authority to enter into the Transaction Documents and to perform its obligations thereunder, including the account(s) opened pursuant to the Escrow Agreement.

3. All proceedings of Lessee and its governing body relating to the authorization and approval of the Transaction Documents, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws.

4. The Transaction Documents has been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforce-ment thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases.

5. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Transaction Documents; (b) questioning the authority of Lessee to execute the Transaction Documents, or the validity of the Transaction Documents, or the payment of principal of , the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Transaction Documents; or (d) affecting the provisions made for the payment of or security for the Transaction Documents.

This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Transaction Documents and the Property Schedule.

Very truly yours, DO NOT SIGN THIS FORM – MUST BE ON LETTERHEAD OF LESSEE’S COUNSEL

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Request for Certificate of Insurance

TO:

Insurance Carrier: (Name) ____________________________________________________________

(Address) __________________________________________________________

(Address) __________________________________________________________

(Contact Name) ______________________________________________________

(Contact Phone) ____________________________________________________

(Contact E-Mail) ______________________________________________________

FROM:

Customer/Lessee: State of Florida by and through Department of Management Services 2585 Shumard Oak Blvd

Tallahassee, FL 32311

State of Florida by and through Department of Management Services is in the process of financing IT Equipment with Key Government Finance, Inc.; total transaction cost is $221,578.72

State of Florida by and through Department of Management Services requests that Key Government Finance, Inc. be listed as "Key Government Finance, Inc., their successors and assigns" and that it be named ADDITIONAL INSURED as to liability coverage and LOSS PAYEE as to property coverage. A copy of said certificate should be forwarded to Key Government Finance, Inc. as described below.

NOTE: Coverage is to include:

(1) insurance against all risks of physical loss or damage to the Property;

(2) commercial general liability insurance (including blanket contractual liability coverage and products liability coverage) for personal and bodily injury and property damage of not less than $1,000,000; and

(3) if applicable, automobile liability coverage of not less than $3,000,000.

Key Government Finance, Inc. is to receive 30 days prior written notice of cancellation or material change in coverage.

Qualifying language such as “endeavor to provide”; “but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representative” or the like will NOT be accepted and will delay funding.

1. Please EMAIL this completed information to:

Peter Brook, Account Manager Phone Number: 720-304-1295 Email: peter.brook@leasingcentral.com

2. Please MAIL a Certificate of Insurance to:

Attn: Collateral Services 1000 South McCaslin Blvd.

Superior, CO 80027

3. Please CONTACT the Account Manager:

When sending this Certificate.

If this cannot be completed today.

If you have any questions.

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INVOICE

1000 S. McCaslin Blvd.

Superior CO 80027

Bill to: Invoice No. 2001949902 - 01 State of Florida by and through Department of Management Services

Invoice Date: September, 02 2020

2585 Shumard Oak Blvd Tallahassee, FL 32311

Payment Plan No. 2001949902

Purchase Order No.

Reference: First payment

Qty Item Description Total 1 Lease Payment Payment due October 01, 2020 $6,330.82

Tax Balance Due $6,330.82 Please remit funds to:

Key Government Finance, Inc. REMITTANCE INFORMATION Attn: Peter Brook Date:

1000 S. McCaslin Blvd.

Superior, CO 80027

Amount Due:

Contact Phone: 720-304-1295 Amount Enclosed:

Please remember to:

1) Make checks payable to Key Government Finance, Inc

2) Return a…