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<br />Lessor:
<br />Brocade CCmmunications Systems, inc.
<br />175 Technology Dr
<br />San Jose, C~, 910 ,,, ~
<br />Title
<br />?. reed tc ~y Lessee: ~ _ _
<br />City Cf Casselberry ~
<br />95 Triplet Lake Drive ~
<br />Casselberr , FL 32707
<br />\ ' ~'
<br />!_. e
<br />Name: ~~ , 1 '.~. (' ~~.. `l -_ ~'~ ~ ~ `'. ~ C.~_,
<br />~/~'~ r
<br />Title: ~ f tC~Z~~ ~:,?f' t~ ~ ~e~7 Pl~l fY'~ r r`~ ~ c?f~?';-~1
<br />_ cJ
<br />AGREEMENT: Lessor hereby leases to Lessee and Lessee hereby rents from Lessor all the Property described in Property Schedule incorporated herein by
<br />reference, upon the terms and conditions set forth herein and as supplemented by the terms and conditions set forth in the Property Schedule, This Tax-Exempt
<br />Lease /Purchase Agreement together with the Property Schedule shall be defined as the Agreement.
<br />LEASE TERM: T ha Lease Term of the Property listed in the Property Schedule shall begin upon the commencement date, as noted in the Property Schedule to
<br />Tax-Exempt Lease/Purchase Agreement, and continue for fhe time period set forth in the Property Schedule. This Agreement cannot be canceled or terminated 6y
<br />Lessen except as expressly provided herein. This Agreement is a triple net lease.
<br />LEASE PAYf~ENTS: Lessee shall pay rout to Lessor for the Property in the amounts, and on the dates specified, in the Property Schedule. Lessor and Lessee
<br />intend that the obligation of Lessee to pay Laase Payments hereunder shall not in any way be construed to be a debt of Lessee in contravention of any applicable
<br />constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of
<br />the general tax revenues, funds or monies of Lessee.
<br />NO OFFSET: SUBJECT TO THE RIGHT TC NON-APPr;OPRIATE, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE
<br />PROPERTY SCHEDULE AND TO PERFORM AND 08SERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT SHALL BE
<br />ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMEPJT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON,
<br />INCLUDING WITHOUT LIMITATION, AN'T' DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRfv11TIES IN THE PROPERTY OR ANY ACCIDENT,
<br />CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDCR.
<br />Lessee shall pay when due all taxes and governmental charges assessed or levied against or with respect to the Property.
<br />LATE CHARGES: Should Lessee fait 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
<br />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°o per annum
<br />or the highest rate permitted by law, whichever is less.
<br />MAINTENANCE OF PROPERTY: At all times during the Lease Term, Lessee shall, at Lessee's own cost and expense, maintain, preserve, and keefi the Property
<br />in good working order, and condition, and from time to tune make or cause to be made all necessary and proper repairs, replacements, and renewals to the
<br />Property, which shall become part of the Property. The Property is and will remain personal property.
<br />INSl;RANCE OF PROPERTY: All risk of Toss to the Properly shall be borne by the Lessee. At all times during the Lease Term, Lessee shall, at Lessee's own cost
<br />and expense, cause casualty, public liability, and property damage insurance io be carried and maintained (or shall provide Lessor with a certificate stating that
<br />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
<br />in all events for which insurance is customarily available. Lessee shall furnish to Lessor certificates evidencing such coverage throuyhout the Lease Terrn. An}+
<br />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
<br />as their respective interests may appear. A.II such liability insurance shall name Lessor as an additional insured. Each insurance policy carried and maintained
<br />pursuant to this Agreement shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it rnaierlally or adversely to the
<br />interest of the Lessor without first giving written notice thereof to Lessor ai least 30 days in advance of such change of status.
<br />GIUIET ENJGYMEPJT AND TERiYINATIJN OF LESSOR'S iNTa=REST: To secure Lessee's obligations hereunder, Lessor is granted a security interest in the
<br />Properhy, including substitutions, rapairs, replacements and renewals, and the proceeds thereof, which is a first lien thereon. Lessee hereby authorizes Lessor to
<br />file all financing statements which Lessor deer'ns necessary or appropriate tc establish, maintain and perfect such security interest. Provided there does not exist
<br />an Event of Default as defined herein, i`te Lessee shall have the right of quiet enjoyment of the Property throughout the Lease Term. Unless otherwise required by
<br />law, title to the Property shall be in the name of Lessee, subject to Lessor's interest hereunder.
<br />OPTION TO PURCHASE: If Lessee shall have performed all of its obligations and no default shall have occurred and be continuing under this Agreement, and
<br />this Agreement shall not have been earliar iermirtated with respect to the Property, then, at the end of the Lease Term with respect to any item of Properly, Lessee
<br />shall have the option to purchase Lessor's entire interest in all of the Property subject to this Property Schedule and to terminate any restrictions herein on the
<br />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
<br />payment in full of the Rental Payments due thereunder plus payment of One (1) Dollar to Lessor. Lessee shall give written notice to Lessor of its intent to purchase
<br />Lessor's interest in the Property at Ieasi sixty (60) days prior to the last day of the Lease Term for this Property Schedule. Upon exercise of the purchase option as
<br />set forth in this Option to Purchase section and payment of the purchase price under this Property Schedule, and performance by Lessee ofi aA other terms,
<br />conditions and previsions hereof, Lessor shall delivar fo Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer,
<br />without warranty by or recourse to Lessor, of aII cf Lessor's right, title and interest in and to the Property subject to this Propeny Schedule to Lessee, whereupon
<br />Lessor's interest in such Properly shall terminate.
<br />TAX EXEv9PTION: The parties comemplafe that interest payable under this Agreement will be excluded from gross income for federal int:ome fax purposes under
<br />Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The fax-exempt status of this Agreement provides the inducement for the Lessor to
<br />offer #inancing at the interest rate set forth herein. Therefore, should this Agreement be deemed by any taxing authority not to be exempt from taxation, Lessen
<br />agrees that the interest rate shall be adjusted, as of the date of loss of tax exemption, to an interest rate calculated to provide Lessor or its assignee an after tax
<br />yield eouivalent to the tax exempt rate and Lessor shall notify Lessee of the taxable rate. Provided, however, that the provision of the preceding sentence shalt
<br />apply only upon a final determination that the interest payments are not excludable from gross income under Section 103(a) of the Code, and shall not apply if the
<br />determination is based upon the individual fax circumstances of the Lessor, or a finding that the party seeking to exclude such payments from grass income is not
<br />the owner and holder of the obligation under the Code.
<br />REPPoESENTATICrNS AND WAR4ANTitS CF LESSEE: Lessee hereby represents and warrants to Lessor that: (a) Lessee is a State, possession of the United
<br />States, the District of Columbia, or political subdivision thereofi as defined in Section 103 of the Code and Treasury Regulations and Rulings related thereto. (i
<br />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
<br />necessary io preserve and keep such oryani%ation and existence in full force and effect. (bj Lessee has been duly authorized by the Constitution and laws of the
<br />This is counterpart #__~ ref ~ m;rnttaIl}+ exeouted cCUnterpsrts. Gnl~+ counterpart #1 constitutes chattel paper
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