Agenda 04/26/2016 Item #16E10 4/26/2016 16.E.10.
EXECUTIVE SUMMARY
Recommendation to reject Request for Quote #16-6559 EMS Term Loan and to fund the
replacement of the current mechanical compression devices with the LUCAS 2 mechanical
compression devices utilizing a promotional interest free loan agreement between Physio Control
and USBank Equipment Finance.
OBJECTIVE: To replace the existing inventory of mechanical compression devices (AutoPulse) which
have reached the end of their useful life with up-to-date and American Heart Association (AHA)
compliant equipment.
CONSIDERATIONS: On November 24, 2015 a Request for Quote (RFQ) was issued to obtain
financing for use toward approximately 35 LUCAS 2.2 Chest Compression System Devices, Related
Accessories and Annual Maintenance Coverage, for Emergency Medical Services (EMS) Division. The
term was for 60 months,not to exceed$852,000. The results of this RFQ are as follows:
First Florida Integrity Med Capital
Bank of America USBancorp Bank Funding
1.49% 1.66% 2.45% 5.95%
The manufacturer of the LUCAS 2 device, Physio Control, currently has a promotional agreement in
place with USBank Equipment Finance offering 0% interest for a five year term. This favorable lease
purchase option offers the opportunity to upgrade the end of life AutoPulse devices with updated AHA
compliant equipment. AutoPulse and LUCAS are the only two makers of these devices. Emergency
Medical Services (EMS)identified the LUCAS 2 device as the best replacement based on,but not limited
to the following factors:
• The LUCAS 2 delivers the recommended compression rate of 100 times per minute as
recommended by the American Heart Association
o The Autopulse delivers compressions at a rate of only 80 times per minute
• The LUCAS 2 design was vital in earning an Ingress Protection(IP)rating of 44
o The AutoPulse has an IP rating of 24
• The LUCAS 2 can work interchangeably off a portable battery or a main power source
o The AutoPulse only works off of a portable battery
• The LUCAS 2 is approved for patients under 18 as long as the suction cup appropriately reaches
the patient
o The AutoPulse cannot be used for patients under 18
• The LUCAS 2 is approved for patients that go into cardiac arrest as a result of a traumatic event
o The AutoPulse cannot be used for trauma patients
• The LUCAS 2 device requires fewer steps to operate allowing for a faster deployment
o The AutoPulse requires more steps to operate and is prone to increased malfunctions
• The standardization of mechanical compression devices throughout the County with the majority
of allied agencies
o City of Marco Island,City of Naples and North Collier Fire District rely on the LUCAS 2
for the delivery of mechanical compressions
• The LUCAS 2 does not require additional supplies
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4/26/2016 16.E.10.
o The AutoPulse requires the use of a "lifeband" which is a one-time use item that is
employed for each cardiac event. These lifebands cost in excess of$120 each for which
EMS is spending approximately$20,000 annually
Between November 2013 and September 2015 Collier County EMS responded to 40 calls for service
where the use of the AutoPulse was not indicated due to its limitation but the LUCAS 2 device may have
been indicated. In such cases,manual compressions are employed,which can be less desirable for patient
outcomes.
Procurement staff recommends in accordance with the Board's Procurement Ordinance 2013-69, as
amended, Section 9 Formal Competitive Threshold to waive competition and Section 10 Competitive Bid
Process D(1) to reject all bids received from RFQ #16-6559. Due to the zero interest rate being offered
by USBank Equipment Finance, staff deems it financially advantageous and in the best interest of the
County to make this purchase through the lease rather than a cash purchase through the manufacturer.
FISCAL IMPACT: Funds for the lease purchase of this equipment have been budgeted in EMS Fund
490. The all in cost for this purchase including equipment, maintenance and warranty costs total
$650,845. This amount is paid in interest free installments over 60 months. This option avoids
the interest costs previously quoted in bid tab 16-6559 and represents a substantial reduction
from the lowest all in costs stated in the same bid tab.
GROWTH MANAGEMENT IMPACT: There is no growth management impact.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority
vote for Board approval.—SRT
RECOMMENDATION: That the Board of County Commissioners rejects RFQ 16-6559 EMS Term
Loan; waives the competitive bidding process in accordance with the Board's Procurement Ordinance
2013-69, as amended, Section 9 Formal Competitive Threshold; funds the replacement of the current
mechanical compression devices with the LUCAS 2 mechanical compression devices utilizing a
promotional interest free loan agreement between Physio Control and USBank Equipment Finance; and
authorizes the BCC Chairman to execute a lease agreement after review and approval by the County
Attorney's Office.
Prepared by: Artie Bay, Supervisor—EMS Admin.
Attachments: 1)RFQ#16-6559;
2)Bid Tabulation;and
3)Lease Agreement
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4/26/2016 16.E.10.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.10.
Item Summary: Recommendation to reject Request for Quote#16-6559 EMS Term Loan
and to fund the replacement of the current mechanical compression devices with the LUCAS 2
mechanical compression devices utilizing a promotional interest free loan agreement between
Physio Control and USBank Equipment Finance.
Meeting Date: 4/26/2016
Prepared By
Name: BayArtie
Title: Supervisor-Accounting,Administrative Services Department
4/12/2016 3:10:56 PM
Approved By
Name: KopkaWalter
Title: Chief-Emergency Medical Services,EMS Operations
Date: 4/12/2016 3:26:13 PM
Name: HerreraSandra
Title: Manager-Procurement,Procurement Services
Date: 4/13/2016 7:49:26 AM
Name: Bendisa Marku
Title: Operations Analyst, Senior,Administrative Services Department
Date: 4/13/2016 10:03:29 AM
Name: JohnsonScott
Title: Manager-Procurement,Procurement Services
Date: 4/13/2016 12:44:04 PM
Name: MarkiewiczJoanne
Title: Division Director-Procurement Services,Procurement Services
Date: 4/13/2016 3:59:54 PM
Name: TeachScott
Title: Deputy County Attorney, County Attorney
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4/26/2016 16.E.10.
Date: 4/15/2016 7:35:43 AM
Name: PriceLen
Title: Department Head-Administrative Svc,Administrative Services Department
Date:4/15/2016 2:47:39 PM
Name: WellsLaura
Title: Management/Budget Analyst, Senior, Office of Management&Budget
Date: 4/15/2016 4:03:07 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 4/15/2016 4:26:29 PM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 4/17/2016 11:34:18 AM
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Ca e-e County
Administrative Services Department
Procurement Services Division
REQUEST FOR QUOTE
Date: November 24, 2015
From: Jason Crouch, Procurement Strategist
(239)252 - 8949 (Telephone)
239) 252 - 6594 (FAX)
jasoncrouch(a�colliergov.net (Email)
To: Prospective Vendors
Subject: Solicitation: 16-6559 Collier County EMS Term Loan
As requested by the Collier County EMS, the Collier County Board of County Commissioners Procurement
Services Division has issued this Request for Quotes, "RFQ," for the purpose of obtaining fair and
competitive responses in accordance with the terms, conditions and specifications stated herein.
If you have immediate questions regarding the specifications or intended scope of work, you must make
those inquiries via the Online Bidding System at www.colliergov.net/bid, and for general questions, you may
contact the Procurement Strategist noted above by telephone or email.
Your quotation response is due via the Online Bidding System at www.colliergov.net/bid no later than the
date and time specified in the Public Notice on page two (2). Quotations received after the date and time
specified will not be accepted. If your firm is unable to respond electronically, your quotation must be
received in the office of the Purchasing Department at the above referenced address no later than the time
and date specified. No late quotation responses will be accepted.
We look forward to your participation in Collier County's competitive procurement process.
c: Artie Bay
•
P:az,Arar ltSerxs Deism 33277amvrni-r.'East Nvp.:,s.Feeds3112-;NI 233 272-mt?•We: ry :net„o..urnraeetserees
Page 1 of 7
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Collier County
Administrative Services Department
Procurement Services€rvision
Public Notice
The Collier County Purchasing Department is requesting quotation responses from interested and qualified
firms to provide a term loan.
Your quotation response is due in the Collier County online bidding system no later than 3:00 PM Naples
Local Time on December 3, 2015, at www.colliergov.net/bid. Quotation responses received after the time
and date noted will not be accepted. If your firm is unable to respond electronically, your quotation must be
received in the office of the Purchasing Department at the above referenced address no later than the time
and date specified. No late quotation responses will be accepted.
All paper bids shall be submitted to: the County Procurement Director, Collier County Government,
Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112, by the date and time as stated in this
Legal Notice.
Any firm who is a recipient of County funds, or who proposes to perform any work or furnish any goods
under this RFQ shall not discriminate against any worker, employee or applicant or any member of the
public based on age, race, color, sex, religion, national origin, disability or marital status, nor otherwise
commit an unfair employment practice.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: /S/Joanne Markiewicz
Director, Procurement Services Division
Page 2 of 7
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Exhibit I: Scope of Work, Specifications and Response Format
I. Background
Use of Proceeds: Collier County Procurement Services Division is issuing this Request for Quote to
obtain financing for use toward approximately 35 LUCAS 2.2 Chest Compression System Devices,
Related Accessories and Annual Maintenance Coverage, for Emergency Medical Services (EMS)
Division.
II. Scope of Work
The following describes the County's scope of work requirements:
1. Amount: Not to Exceed $852,000.00
2. Term Required: 60 Months
3. Repayment Provisions: Provide the terms of repayment to include an amortization schedule,
commencement date, maturity date, principal repayment requirements, taxes, modification
requirements, and any related stipulations or conditions of repayment.
4. Prepayment Options: Please specify any prepayment parameters, to include any balloon payment
stipulations as part of the financing offer.
5. Interest Rate: Provide the quoted interest rate at the time of response to this RFQ (specify the date
the rate was calculated). The County desires a rate that is locked for a minimum of 30 (thirty) days
from date of Solicitation Deadline (12/3/15). Please indicate the number of days from date of
response the rate will be locked. The rate shall not change once the loan is distributed.
6. Fees and Expenses: Provide a single TOTAL cost for all Fees and Expenses and describe in detail
all fees and expenses which the County will be responsible to pay.
7. Additional Information: The amounts stated in the Quote shall represent the maximum amounts
payable to the Vendor by the County. All fees and expenses in excess of those stated in the
response shall be the sole responsibility of the Vendor and will not be paid or reimbursed by the
County.
Ill. Award Criteria
RFQ award criteria is as follows:
• All questions on the quote document shall be answered as to price(s), time requirements, and
required document submissions.
• Award shall be based upon the responses to all questions on the quote Response Page(s).
• Further consideration may include but not be limited to, references, completeness of RFQ response
and past performances on other County bids/projects.
• Prices will be read in public exactly as input on the electronic bid response form or written on the
manually submitted quote Response Page(s) at the time of the quote opening; however, should an
error in calculations occur whenever unit pricing and price extensions are requested, the unit price
shall prevail. Mathematical miscalculations may be corrected by the County to reflect the proper
response.
Page 3 of 7
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• The County's Purchasing Department reserves the right to clarify a Vendor's QU1/4,LG 16 16.vc4I .
of the solicitation.
• It is the intent of the County to award to the lowest, qualified and responsive Vendor(s) in accordance
with the following methodology:
*Lowest Interest Rate and Combined Fees for a 60-month term*
IV. Projected Timetable
Event Date
Issue Solicitation Notice November 24, 2015
Last Date for Receipt of Written Questions December 1, 2015,
12:00PM, Naples
Local Time
Solicitation Deadline Date and Time December 3, 2015,
3:00PM, Naples Local
Time
Anticipated Evaluation of Submittals and Approval December 3-4, 2015
V. Submittal Instructions:
1. Complete and submit proper Quote and Attachments 1 -2 by the time and date specified
in the Public Notice. This will constitute your acceptance of the specifications, terms and
conditions as listed. If taking exception to any part or section of this request for
information/quotation, please indicate such exceptions on a separate sheet entitled
"Exceptions."
2. Your quote may not be accepted unless all requesting information is furnished.
3. The Collier County Purchasing Department reserves the right to reject any and all quotes.
4. The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119
(including specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)),
ordinances, codes, rules, regulations and requirements of any governmental agencies.
5. The County has implemented a Vendor Performance Evaluation System for all contracts awarded
in excess of$25,000. To this end, vendors will be evaluated on their performance upon
completion/termination of this Agreement.
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Cc Ll er County
Ad ninistratihre Services department
.'rc.curen it Se,ice..Di`;,>iv>>
Attachment 1: Vendor Submittal - RFQ Response Form
FROM:
Board of County Commissioners
Collier County Government Center
Naples, Florida 34112
RE: Solicitation: 16-6559 Collier County EMS Term Loan
Dear Commissioners:
The undersigned, as Vendor, hereby declares that the specifications have been fully examined and the
Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as per the
scope of work. The Vendor further declares that the only persons, company or parties interested in this RFQ
or the Contract to be entered into as principals are named herein; that this RFQ is made without connection
with any other person, company or companies submitting a Quote; and it is all respects fair and in good faith,
without collusion or fraud.
The Vendor proposes and agrees if this Quote is accepted, to comply with the requirements in full and in
accordance with the terms, conditions and specifications denoted herein. The Vendor agrees to provide the
following, based on the requirements contained in the RFQ Scope of Work:
Item # Description Monthly Payment Months Total Amount ((Principle
+Interest+ Fees + Taxes) x
months to equal total of
amortization schedule))
1 EMS 60-Month Term Loan 60
❑ RFQ Response Form is electronic. Please input your prices online.
Note: If you choose to quote manually, please submit an ORIGINAL and ONE COPY of your Quote
response pages. The undersigned do agree that should this Quote be accepted, to execute a formal
contract, if required, and present the formal contract to the County Procurement Director for approval within
fifteen (15) days after being notified of an award.
IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of
, 20 in the County of , in the State of
Firm's Complete Legal Name
Address
City, State, Zip
Florida Certificate of Authority
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Document Number 4/26/2016 16.E.10.
Federal Tax Identification
Number
CCR# or CAGE Code
Telephone Number
FAX Number
Signature/Title
Type Name of Signature
Date
Additional Contact Information
Send Payments To: (REQUIRED ONLY if different from above)
Firm's Complete Legal Name
Address
City, State, Zip
Contact Name
Telephone Number
FAX Number
Email Address
•
Page 6 of 7
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Collier County
Administrative Services Department
Procurement Services Division
Attachment 2: Vendor Substitute W—9
Request for Taxpayer Identification Number and Certification
In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following
information for tax reporting purposes from individuals and companies who do business with the County(including
social security numbers if used by the individual or company for tax reporting purposes). Florida Statute
119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be
used for no other purpose than herein stated. Please complete all information that applies to your business and
return with your quote or proposal.
1. General Information (provide all information)
Taxpayer Name
(as shown on income tax return)
Business Name
(if different from taxpayer name)
Address City
State Zip
Telephone FAX Email
Order Information Remit/Payment Information
Address Address
City State Zip City State Zip
FAX FAX
Email Email
2. Company Status (check only one)
Individual/Sole Proprietor __Corporation __Partnership
Tax Exempt(Federal income tax-exempt entity _Limited Liability Company
under Internal Revenue Service guidelines IRC
501 (c)3) Enter the tax classification
(D=Disregarded Entity, C=Corporation, P=Partnership)
3. Taxpayer Identification Number(for tax reporting purposes only)
Federal Tax Identification Number(TIN)
(Vendors who do not have a TIN,will be required to provide a social security number prior to an award of the contract.)
4. Sign and Date Form
Certification: Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge.
Signature Date
Title Phone Number,
Page 7 of 7
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allbank, Lease Agreement
I AGREEMENT NO. I
EQUIPMENT Flf\JrAN ,E: 2055949
Send Account inquiries to 1310 Madrid Street•Marshall, MN 56258
Send Payments to P.O-Box 790448•St.Louis;MO 63179-0448
The words Lessee,you and your refer to Customer. The words Lessor,we,us and our refer to U.S.Bank Equipment Finance,a division of
U.S.Bank National Association("U.S.Bank Equipment Finance").
CUSTOMER INFORMATION
FULL LEGAL NAME STREET ADDRESS
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 8075 LELY CULTURAL PKWY
CITY STATE ZIP PHONE FAX
NAPLES FL 34113 239-252-3756
EQUIPMENT LOCATION OF DIFFERENT FROM ABOVE) E-MAIL
BILLING STREET ADDRESS(IF DIFFERENT FROM CUSTOMER ADDRESS ABOVE) CITY STATE ZIP
EQUIPMENT SERIAL NO
Ii
SEE SCHEDULE A
On-site Comprehensive Coverage will be provided directly by the manufacture,Physic Control,during year two through five Of
the lease agreement.
togetherwlth at replacements,parts,repairs,addtions,and accessions incorporated therein or attached thereto and any and at proceeds of the foregoing,including,without limitation,Insurance recoveries.
PAYMENTS & TERMS 12 Paymentsgf$7169.36
Advance Payment.$0_00 (plus opp6sauktams) •
(pus appkaEbtaxes) followed by46 Payments of$11,616.95
If no Advance Payment is required,the first Payment is due 30 days after the
(Plus applicable taxes)
•Agreement standate. Payments 13.60 Includes a pass-through amount of$3,847.65 for Supplies andlor Services,as
The total sum of the minimum equipment payments for the GO month term.will not defined on page 2.
exceed the ecui meat cost of S466 158.00 and there are no additional costs to finance The lease contract payment('Payment')period is monthly unless otherwise Indicated.Interim renUdue date
other than the taxeSlfees defined herein adusimentswIll be In an amountequal to 1130°of the Payment,mrdipited by the number of days betweenthe
rreentent start(Mooed the first P: tduedate.
END OF LEASE OPTIONS
You may choose one of the following options,which you may exercise at the end of the original term,provided that no event of default under the Agreement has postured and Is continuing.It no box Is checked,then Fair
Market Value wit be your end of lease option.Leases with$1.00 or$101.00 purchase option will not be renewed.To the extent that any purchase option Indicates that the purchase price will be the`Fair Market Value'(or
'FMV),such term means the value of the Equipment In continued use.
0 1)Purchase ell but not less than all of the Equipment for its Fair Market Value,2)Renew the Agreement per paragraph 1,or 3)Return the Equipment per paragraph 3.
®Purchase all but not less than allot the Equipment for$1,00.
Upon acceptance of the Equipment,THIS AGREEMENT 18 NONCANCELABLE,IRREVOCABLE AND CANNOT BE TERMINATED.
1.-AGREEMENT:For business purposes only,you agree to lease from us the goods(the'Equlpmenf)andlor to finance certain licensed software and services(*Financed Items',which are included in the word
'Equipment unless separately stated),all as described on this Agreement,as It may be supplemented from lime to lime.You agree to all of the terms and conditions contained in this Agreement and any
supplement,which(with the acceptance certification)Is the entire agreement regarding the Equipment(Agreement)and which supersedes any purchase order or Invoice.You authorize us to correct or insert
missing Equipment Identification information and to make corrections to your proper legal name and address.This Agreement becomes valid upon execution by us and will start on the date we pay the supplier,
Unless otherwise stated in an addendum hereto,this Agreement will renew for 3-month tennts)unless you send us wriden notice between 90 and 150 days(before the end of any term)that you want to purchase
or return the Equipment.if any provision of this Agreement is declared unenforceable in any Jurisdiction,the other provisions herein shall remain In full force and effect in that jurisdiction and alt others.
2. RENT,TAXES AND FEES: You will pay the Payments(as adjusted)when due,plus all applicable taxes,assessments and penalties related to this Agreement,whether levied or assessed on this Agreement,
on us(except on our income)or you,or on the Equipment,its lease,sale,ownership,possession,use or operation.The base Payment will be adjusted proportionately upward or downward:(1)by up to 10%to
accommodate changes In the actual Equipment cost;(2)if the shipping charges or taxes differ from the estimate given to you;(3)to comply with the tax taws of the slate In which the Equipment Is located;andlor
(4)It a down payment or deposit Is deducted.It we pay any taxes,insurance or other expenses that you owe hereunder,you agree to reimburse us when we request and to pay us a processing fee for each
expense or charge we pay on your behalf.We may charge you a fee for filing,searching andlor titling costs required under the Uniform Commercial Code(UGC)or other laws.By the date the first Payment is
due,you agree to pay us an origination fee in the amount of$159.00 to cover us for all closing costs.We wit have the right to apply all sums received from you to any amounts due and owed to us under the
terms of this Agreement.If for any reason your check Is returned for nonpayment,you will pay us a bad check charge of$30 or,if less,the maximum charge allowed by law.We may make a profit on any fees,
estimated tax payments and other charges paid under this Agreement
CUSTOMER ACCEPTANCE
By signing below,you certify that you have reviewed and do agree to all terms and conditions of this Agreement on this page and on page 2 attached hereto.
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERSI X I TITLE
-CUSTOMER(AS REFERENCED ABOVE) SIGNATURE }
FEDERAL TAX IDENTIFICATION NUMBER
PRINT NAME DATED
•
LESSOR ACCEPTANCE
U,S,Bank Equipment Finance I TITLE DATED
LESSOR SIGNATURE
11023 REV 06/15 Page 1 of 2
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3. MAINTENANCE AND LOCATION OF EQUIPMENT;RETURN;SECURITY INTEREST:At your expense,you agree to keep the Equipment(1)in good repair,condition and working order,in compliance
with applicable manufacturers'and regulatory standards;(2)free and dear of all dens and claims;end(3)only at your address shown on page 1,and you agree not to move it unless we agree in writing.As long
as you have ghren us the written notice as required in paragraph 1 prior to the expiration or termination of this Agreement's term,if you do not purchase the Equipment,you will return ail but not less than all of the
Equipment and all related manuals and use and maintenance records to a location we specify,at your expense,in retail re-saleable condition,full working order and complete repair. You am solely responsible
for removing any data that may reside in the Equipment you return,Including but not limited to hard drives,disk drives or any other fonn of memory.You grant us a security interest in the Equipment to secure at
amounts you owe us under any agreement with us,and you authorize us to file a financing statement(UCC-1)or be named on the vehicle title to show our interest You will not change your state of organization,
headquarters or residence without providing prior written notice to us so that we may amend or file a new UCC.1.You will notify us within 30 days if your state of organization revokes or terminates your
existence.
4. COLLATERAL PROTECTION;INSURANCE;INDEMNITY;LOSS OR DAMAGE:You agree to keep the Equipment fully insured against risk and loss,with us as lender's loss payee.in an amount not less
than the original Equipment cost unfit this Agreement is terminated. You also agree to obtain a general public liability insurance policy with such coverage and from such insurance carder as shall be satisfactory
to us and to include us as an additional Insured on the policy.You will provide 10 days advance written notice to us of any modification or cancellation of your Insurance poficy(s).You agree to provide us
certificates or other evidence of Insurance acceptable to us.If you fail to comply with this requirement within 30 days after the start of this Agreement,we may charge you a monthly property damage surcharge of II
up to.0035 of the Equipment cost as a result of our credi risk and administrative and other cosh,as would be further described on a letter from us to you.We may make a profit on this program.NOTHING IN
THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT.We are not responsible for,and you agree to hod us harmless and reimburse us for and to
defend on our behalf against,any claim for any loss,expense,liability or injury caused by or in any way related to delivery,installation,possession,ownership,use,condition,inspection,removal,return or storage
of the Equipment You are responsible for the risk of loss or for any destruction of or damage to the Equipment You agree to promptly notify us in writing of any loss or damage.If the Equipment is destroyed
and we have not otherwise agreed in writing,you will pay to us the unpaid balance of this Agreement including any future rent to the end of the term plus the anticipated purchase price of the Equipment(both
discounted at 2%).Any proceeds of insurance will be paid to us and credited,at our option,against any loss or dome.You authorize us to sign on your behalf and appoint us as your attorney-in-fact to endorse
in your name any insurance drafts or checks issued due to loss or damage to the Equipment All indemnities will survive the expiration or termination of this Agreement
5. ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THiS AGREEMENT,without our prior written consent.Without our prior whiten consent,
you shall not reorganize or merge with any other entity or transfer at or a substantial part of your ownership interests or assets.We may sell,assign,or transfer this Agreement without notice.You agree that if
we sell,assign or transfer this Agreement,our assignee will have the same rights and benefits that we have now and wit not have to perform any of our obligations.You agree that our assignee will not be
subject to any claims,defenses,or offsets that you may have against us.You that cooperate with us In executing any doaanenthton reasonably requked by us or cur assignee to effectuate any such
assignment This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
6. DEFAULT AND REMEDIES:You will be in default if(a)you do not pay any Payment or other sum due to us or any other person when due or if you fat to perform in accordance with the covenants,terms
and conditions of this Agreement or any other agreement with us or any of our affiliates or any material agreement with any other lender,(b)you make Of have made any false statement or misrepresentation to
us,(c)you or any guarantor dies,dissolves or terminates existence,(d)there has been a material adverse change In your or any guarantor's fiends!,business or operating condition,or(e)any guarantor defaults
under any guaranty for this Agreement if any part of a Payment is mom than 5 days late,you agree to pay a late charge of 10%of the Payment which is late or if less.the maximum charge allowed by law,If you
are ever in default,at our option,we can terminate this Agreement and require that you pay the unpaid balance of tads Agreement Including any future Payments to the end of the term plus the anticipated
purchase price of the Equipment(both discounted at 2%).We may recover default interest on any unpaid amount at the rate of 12%per year.Canc urenty and cumulatively,we may also use any or ail of the
remedies available to us underArades 2A and 9 of the UCC and any other law,including requiring that you:(1)return the Equipment to us to a location we specify;and(2)immediately stop using any Financed
Items.In addition,we will have the right Immediately and without notice or other action,to setoff against any of your liabilities to us any money,including depository account balances,owed by us to you,
whether or not due.In the event of any dispute or enforcement of rights under this Agreement or any related agreement,you agree to pay our reasonable attorneys fees(including any incurred before or al trio,
on appeal or in any other proceeding),actual court costs and any other collection cosh,including any collection agency fee.If we have to take possession of the Equipment you agree to pay the costs of
repossession,moving,storage,repair and sate.The net proceeds of the sale of any Equipment will be credited against what you owe us under this Agreement YOU AGREE THAT WE WILL NOT BE
RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL,INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT,ACT OR OMISSION BY ANYONE.Any delay or failure to enforce our rights under this
Agreement will not prevent us from enforcing any rights at a later time.You agree that this Agreement is a'Finance Lease"as defined by Artide 2A of the UCC and your rights and remedies are governed
exclusively by this Agreement You waive at rights under sections 2A-508 through 522 of the UCC.If interest is charged or collected in excess of the maximum lawful rate,we will refund such excess to you,
which will be your sole remedy.
7. SECURITY DEPOSIT:You will pay any security deposit on the date you sign this Agreement;you grant us a security interest in the security deposit In the event this Agreement is not fully completed ors in
default,the security deposit will be retained by us to compensate us for our processing and other expenses.The security deposit is non-Interest-bearing,and It or a part be tied by us satisfy P may aFP Y to a fey one
amount owed to us by you,in which event you will promptly restore the security deposit to its full amount If you fully comply with all conditions herein and you have never been In default of this Agreement,the
security deposit will be refunded to you after the return of the Equipment In accordance with paragraph 3 or when we are fully paid.
8. INSPECTIONS AND REPORTS:We will have the right at any reasotabie time,to inspect the Equipment and any documents relating to its use,maintenance and repair.Within 30 days after our request,
you will deliver all requested information(including tax rectums)which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof.This may include:
(q complied,reviewed or audited annual financial statements(Including,g,without amitatlon,a balance sheet a statement of Income,a statement of cash low,a statement of changes in equity and notes to financial
statements)wrihin 120 days after your fiscal year end,and(II)management-prepared Interim financial statements*thin 45 days after the requested reporting period(s).Annual statements shall set forth the
corresponding figures for the prior fiscal year In comparative form,all in reasonable detail without any qualification or exception deemed material by us.Unless otherwise accepted by us,each ftnandalstatement
period which usi shell llbe prepay In accordance with generally accepted accounting principles consistently applied and shall fairly and accurately present your financial condition and results of operations for the
9. USA PATRIOT ACT NOTICE;FAXED OR SCANNED DOCUMENTS;MISC.:To help the government fight the funding of terrorism and money laundering activities,federal law requires all financial
institutions to obtain,verify,and record information that identifies each customer who opens an account When you enter in to a transaction with us,we ask for your business name,address and otherinformatian
that wit allow us to identify you.We may also ask to see other documents that substantiate your business Identity.You agree to submit the original duly-signed documents with the security deposit to us via
overnight courier the same day of the facsimile or scanned transmission of the documents.My faxed or scanned copy may be considered the original,and you waive the right to challenge in court the authenticity
or binding effect of any faxed or scanned copy or signature thereon.You agree to execute any further documents that we may request to carry out the intents and purposes of this Agreement Al notices shall be
mailed or deiuered by facsknde transmission or overnight courier to the respective parties at the addresses shown on this Agreement or such other address as a party may provide in wilting from time to time.By
providing any telephone number,now or in the future,for a cell phone or other wireless device,you are expressly consenting to receiving communications,regardless of their purpose,at that number,including,
but not limited to,prerecorded or artificial voice message calls,text messages,end calls made by an automatic dialing system from us and our agents.These arils and messages may incur access fees from your
provider.
10. WARRANTY DISCLAIMERS:YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY
RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US.WE DO NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT.THE
SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF THE SUPPLIER,AND NOTHING THE SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATION UNDER THIS
AGREEMENT. YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR
MANUFACTURER,AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL HOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT.WE MAKE NO
WARRANTIES,EXPRESS OR IMPLIED,OF,AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR,MERCHANTABILITY,FITNESS FOR ANY PARTICULAR PURPOSE,CONDITION,QUALITY,
ADEQUACY,TITLE,DATA ACCURACY,SYSTEM INTEGRATION,FUNCTION,DEFECTS,OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT,ANY ASSOCIATED SOFTWARE AND ANY
FINANCED ITEMS.
11. LAW,JURY WAVER:Agreements.Promises and commitments made by us,concerning loans and other credit extensions must be in writing.express consideration and be stoned by us to be
miflisk.This Agreement may be modified only by written agreement and not by course of performance.This Agreement will be governed by and construed In accordance with Minnesota law.You consent
to jurisdiction and venue of any state or federal court in Minnesota and waive the defense of inconvenient forum.For any action arising out of or relating to this Agreement or the Equipment,YOU AND WE
WAIVE ALL RIGHTS TO A TRIAL,BYJURY.
12. MAINTENANCE,SUPPLIES AND SERVICES:You agree to pay the Payments under this Agreement and any supplements thereto,which may include charges for supplies('Supplies')and maintenance
and warranty services(collectively,the'Services')to be famished by the supplier to you for use with the Equipment You agree that we are not a manufacturer or supplier of the Supplies or Services and you will
look only to the supplier for the famishing of the Supplies and the performance of the Services,You further agree that your obligations under this Agreement are unconditional,notwithstanding any breach by the
supplier of any obligation to you to furnish the Supplies or to provide the Services.
13. COST ADJUSTMENTS:At the end of the first 12 months after the start of this Agreement,and once each successive 12-month period thereafter,the supplier may increase the Services and Supplies
portion of the Payments by up to a maximum of 15%of the then-existing charge.
11023REV06/15 Noe 2of2 CA® CUSTOMER INITIALS:
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bank. SCHEDULE "A"
APPLICATION # AGREEMENT#
EQUIPMENT FINANCE I 2055949
This Schedule"A"is to be attached to and become part of Agreement#2055949 dated, by and
between the undersigned as Customer and U.S. Bank Equipment Finance, a division of U.S. Bank National Association
("U.S. Bank Equipment Finance")as Lessor/Secured Party.
SUPPLIER-EAUIPM N DESCRIPTION MODEL NO. SERIAL o:'
SUPPLIER:PHYSIO CONTROL INC
11811 WILLOWS RD NE
REDMOND,WA 98073
LUCAS 2.2 Chest Compression System
INCLUDES BASE UNIT WITH BACK PLATE,
CARRYING BAG,TWO(2)PATIENT STRAPS, 35.00
99576-000024 STABILIZATION STRAP,3 SUCTION CUPS, 1
RECHARGEABLE BATTERY,AND INSTRUCTIONS f,
FOR USE WITH EACH DEVICE.
11576-000039 LUCAS 2 Battery-Rechargeable.Lithium Polymer(LiPo) 70.00
11576-000055 LUCAS 2 Power Supply Cord 36.00
11576-000060 LUCAS 2 Stand-alone Battery Charger 36.00
together with all replacements,parts,repairs,additions,and accessions incorporated therein or attached thereto and any and all proceeds of the foregoing,including,without limitation,insurance recoveries.
ATTEST
DWIGHT E. BROCK,CLERK Approved as to form and legality
•
BY:
Scott R.Teach,Deputy County Attorney
CUSTOMER ACCEPTANCE . . .
This Schedule"A"is hereby verified as correct by the undersigned Customer,who agrees to the terms hereof.
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS TITLE
DATED CUSTOMER SIGNATURE
NOTE:SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE G EEMENT. FACSIMILE OF DOCUMENT WI H SIGNATURE CONSIDERED
TO SE AN ORIGINAL CAPITALIZED TERMS IN THIS DOCUMENT Tc SM UNLESS SPECIFICALLY STATED OTHERWISE.
SCHA REV10/11 Packet Page -2477-
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Wbanke STATE AND LOCAL
GOVERNMENT ADDENDUM
EQUIPMENT FINANCE
AGREEMENT #
2055949
Addendum to Agreement#2055949 dated ,between Collier County Board of County Commissioners,as Customer
and U.S.Bank Equipment Finance,a division of U.S.Bank National Association("U.S.Bank Equipment Finance"),as Lessor.
The parties wish to amend the above-referenced Agreement by adding the following language:
REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and warrant to us that: (a) you have
been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution or other authority of your
governing body to execute and deliver this Agreement and to carry out your obligations hereunder;(b)all legal requirements
have been met, and procedures have been followed, including public bidding, in order to ensure the enforceability of this
Agreement;(c)this Agreement is in compliance with all laws applicable to you, including any debt limitations or limitations on
interest rates or finance charges; (d) the Equipment will be used by you only for essential governmental or proprietary
functions of you consistent with the scope of your authority,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, and your need for the Equipment is not expected to
diminish during the term of this Agreement; (e)you have funds available to pay contracted Payments until the end of your
current appropriation period,and you intend to request funds to make contracted Payments in each appropriation period,from
now until the end of the term of this Agreement;and(f)your exact legal name is as set forth on page one of thisAgreement.
NON-APPROPRIATION OR RENEWAL: if either sufficient funds are not appropriated to make contracted Payments or any
other amounts due under this Agreement or(to the extent required by applicable law) this Agreement is not renewed,this
Agreement shall terminate and you shall not be obligated to make contracted Payments under the Agreement beyond the
then-current fiscal year for which funds have been appropriated. Upon such an event,you shall, no later than the end of the
fiscal year for which contracted Payments have been appropriated,deliver possession of the Equipment to us. If you fail to
deliver possession of the Equipment to us,the termination shall nevertheless be effective but you shall be responsible,to the
extent permitted by law and legally available funds, for the payment of damages in an amount equal to the portion of
contracted Payments thereafter coming due that is attributable to the number of days after the termination during which you
fail to deliver possession and for any other loss suffered by us as a result of your failure to deliver possession as required.
You shall notify us in writing within seven days after your failure to appropriate funds sufficient for the payment of the
contracted Payments or(to the extent required by applicable law)this Agreement is not renewed, but failure to provide such
notice shall not operate to extend the Agreement term or result in any liability to you.
TITLE TO THE EQUIPMENT: If the selected purchase option for this Agreement is $1.00 or $101.00, unless otherwise
required by law,upon your acceptance of the Equipment,title to the Equipment shall be in your name,subject to our interest
under this Agreement.
The parties wish to amend the above-referenced Agreement by restating the following language:
Any provision in the Agreement stating this Agreement supersedes any invoice and/or purchase order is hereby amended and
restated as follows;"You agree that the terms and conditions of the Agreement and any supplement or schedule thereto and
any related acceptance certificate constitutes the entire agreement regarding the financing or lease of the Equipment and
supersedes any purchase order,invoice,request for proposal or other related document."
Any provision in the Agreement stating that the Agreement shall automatically renew unless the Equipment is purchased,
returned or a notice requirement is satisfied is hereby amended and restated as follows:"This Agreement will renew for
month-to-month terms unless you purchase or return the Equipment(according to the conditions herein) or send us written
notice at least 30 days(before the end of any term)that you do not want itrenewed?
Any provision in the Agreement stating that we may assign this Agreement is hereby amended and restated as follows: "We
may sell,assign,or transfer this Agreement with notice to you."
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Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us
under any agreement is hereby amended and restated as follows: "To the extent permitted by law, you grant us a security
interest in the Equipment to secure all amounts you owe us under this Agreement, and you authorize us to file a UCC-1
financing statement or be named on the vehicle title to show our interest"
Any provision in the Agreement stating that you shall indemnify and hold us harmless is hereby amended and restated as
follows: "You shall not be required to indemnify or hold us harmless against liabilities arising from the Agreement. However,
as between you and us,and to the extent permitted by law and legally available funds,you shall bear the risk of loss for,shall
pay directly,and shall defend against any and all claims,liabilities,proceedings,actions,expenses,damages or losses arising
under or related to the Equipment, including, but not limited to,the possession, ownership, lease, use or operation thereof,
except that you shall not bear the risk of loss of,nor pay for,any claims,liabilities,proceedings,actions,expenses, damages
or losses that arise directly from events occurring after you have surrendered possession of the Equipment in accordance with
the terms of the Agreement to us or that arise directly from our gross negligence or willful misconduct. Indemnification by the
Customer is subject to the limitation set forth in Section 768.25,Fla.Stat"
Any provision in the Agreement stating that a default by you under any agreement with our affiliates or other lenders shall be
an event of default under the Agreement is hereby amended and restated as follows: "You will be in default if: (i)you do not
pay any Payment or other sum due to us under the Agreement when due or if you fail to perform in accordance with the
covenants,terms and conditions of this Agreement, (ii)you make or have made any false statement or misrepresentation to
us, (iii) you dissolve, terminate your existence or file bankruptcy, or(iv) there has been a material adverse change in your
financial,business or operating condition."
Any provision in the Agreement stating that you shall pay our attorneys'fees is hereby amended and restated as follows: "In
the event of any dispute or enforcement of rights under this Agreement or any related agreement, the non-prevailing party
shall pay, to the extent permitted by law and to the extent of legally available funds, the prevailing party's reasonable
attorneys' fees(including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any
other collection costs,including any collection agency fee."
Any provision in the Agreement requiring you to pay amounts due under the Agreement upon the occurrence of a default,
failure to appropriate funds or failure to renew the Agreement is hereby amended to limit such requirement to the extent
PP
permitted by law and legally available funds.
Any provision in the Agreement stating that the Agreement is governed by a particular state's laws and you consent to such
jurisdiction and venue is hereby amended and restated as follows: "This Agreement will be governed by and construed in
accordance with the laws of Florida. You consent to jurisdiction and venue of any state or federal court in Collier County,
Florida."
The parties wish to amend the above-referenced Agreement as follows:
Paragraph 2: RENT,TAXES AND FEES:
Sentence 2 has been modified to read as follows:
"The base Payment will be adjusted proportionately upward or downward:(1) if the shipping charges or taxes differ from the
estimate given to you; (2)to comply with the tax laws of the state in which the Equipment is located; and/or(3) if a down
payment or deposit is deducted."
The following sentence has been added to this paragraph:
"Payments are made upon receipt of a proper invoice and any applicable interest shall be in compliance with Section 218.70
Fla.Stat.,otherwise known as the"Local Government Prompt Payment Act".Customer,as a political subdivision of the State
of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of
Exemption#85-8015966531C-1."
Page 2of3
NOTE:TO BE AN ORIGINAL DCAPITALIZED TERMS IN SAME HIS DOCUMENT ARE DEFINED AS INITHE AGREEMENT,UNLESS UNLESS SPECIFICALLY STATED OTHERWISE,CONSIDERED
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Paragraph 4: COLLATERAL PROTECTION;INSURANCE;INDEMNITY;LOSS ORDAMAGE:
The following sentence has been added after sentence 8:
"As permitted by law,indemnification by the Customer is subject to the limitation set forth in Section 768.28,Fla.Stat."
The 214 to last sentence,as stated,has been removed in its entirety:
"You authorize us to sign on your behalf and appoint us as your attorney-in-fact to endorse in your name any insurance drafts
or checks issued due to loss or damage to the Equipment."
Paragraph 6: DEFAULT AND REMEDIES:
Sentence 2,as stated,has been removed in its entirety:
"If any part of a Payment is more than 5 days late, you agree to pay a late charge of 10%of the payment which is late or if
less,the maximum charge allowed by law."
Sentence 3 has been modified to read as follows:
"If you are ever in default,at our option,we can terminate this Agreement and require that you pay all unpaid Payments to the
end of your then-current budget year,to the extent appropriated,discounted at 2%."
Sentence 4,as stated, has been removed in its entirety:
"We may recover default interest on any unpaid amount at the rate of 12%peryear."
Sentence 6,as stated,has been removed in its entirety:
"In addition,we will have the right,immediately and without notice or other action,to set-off against any of your liabilities to us
any money,including depository account balances,owed by us to you,whether or notdue."
Paragraph 7: SECURITY DEPOSIT:
This paragraph has been removed in its entirety.
Paragraph 13: COST ADJUSTMENTS:
This paragraph has been removed in its entirety.
The Agreement is subject to compliance with Florida Public Records Act,Chapter 119,Fla.Stat.,including specifically those
contractual requirements at F.S.119.0701(2)(a)-(d)and(3).
By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make such
changes. In the event of any conflict between this Addendum and the Agreement,this Addendum shall prevail. In all other respects,
the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer. hh
U.S.Bank Equipment Finance
Collier County Board of County Commissioners
Lessor Customer
X
Signature Signature
Tile Date Tile Date
ATTEST Approved as to form and legality
DWIGHT E. BROCK,CLERK
BY: Scott R.Teach,Deputy County Attorney
Page 3of3
CO
NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT.A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED
TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE.
10182 REV 03/16
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a rr:) Office of the County Attorney
il. �; v.,>jv Jeffrey A. Klatzkow
$4,,,Y
Deputy County Attorney•Scott K.Teach
Managing Assistant County Attorney•Heidi F.Ashton-Cicko" ''Board Cernned City,County and Local Government Lair
Assistant County Attorneys•Jennifer A.Belpedio Colleen M.Greene Kevin L.Noah Emily R.Pepin Scott A.Stone
{
April 26,2016
U.S.Bank of Equipment Finance
1310 Madrid Street
Marshall,MN 56258
RE:Agreement#2055949 between U.S.Bank Equipment Finance and COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS.
Ladies and Gentlemen: 1
As counsel to the COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
("Lessee"), in connection with Agreement #2055949, dated April 26, 2016, between
Lessee and U.S. Bank Equipment Finance, a division of U.S. Bank National
Association ("U.S. Bank Equipment Finance"), as Lessor, and any amendment or
addendum thereto, if any (together, the"Agreement"). We have examined the law and
such certified proceedings and other papers as we deem necessary to render this opinion. 1 1
Based upon the foregoing,we are of the opinion that,under existing law:
'i. Lessee is a public body corporate and politic,duly organized and existing under the
laws of the State, and has a substantial amount of one or more of the following
sovereign powers: (a) the power to tax, (b)the power of eminent domain, and(c)
the police power.
2. Lessee has all requisite power and authority to enter into the Agreement and to
perform its obligations thereunder.
3. All proceedings of Lessee and its governing body relating to the authorization
and approval of the Agreement, 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 Agreement 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 enforcement thereof may
be limited by any applicable bankruptcy, insolvency, moratorium,
reorganization or other laws of equitable principles of general application, or of 1
application to municipalities or political subdivisions such as the Lessee, 1
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 i
sufficient,no litigation is pending, (or, to our knowledge, threatened) against
i
3299 East Tamiami Trail,Suite Boo • Naples Florida 34112-5749 • (239)252-8400 • FAX:(239)252-6300 I i
'
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Lessee in any court (a) seeking to restrain or enjoin the delivery of the
Agreement; (b) questioning the authority of Lessee to execute the Agreement,
or the validity of the Agreement (c) questioning the constitutionality of any
statute, or the validity of any proceedings, authorizing the execution of the
Agreement; or(d) affecting the provisions made for the payment of or security
for the Agreement.
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 Agreement.
Very truly yours,
By: c
Scott R.Teach
Deputy County Attorney
II
04-COA-01026/1081
is
3299 East Tamiami Trail,Suite Sao. Naples Florida 34112-4902 • (239)252-8400 . FAX:(239)252-6300
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Wbank® AMENDMENT TO START DATE
AGREEMENT #
EQUIPMENT FINANCE 2055949
This Amendment is to be attached to and become part of Agreement#2055949, between the undersigned as Customer
and U.S. Bank Equipment Finance, a division of U.S. Bank National Association as Lessor/Secured Party.The words you
and your refer to Customer.The words we, us and our refer to Lessor/Secured Party. If any terms hereof are inconsistent
with the terms of the Agreement,the terms hereof shall prevail.
The parties wish to amend the above-referenced Agreement as set forth below in the box marked with an"X":
The term of this Agreement shall start on the date that we receive the first signed delivery and
acceptance certificate for the Equipment that is the subject of this Agreement.
The term of this Agreement shall start on
A The term of this Agreement shall start on the booking date of this Agreement.
Except as amended herein,all other terms of the Agreement remain in full force and effect.
ACKNOWLEDGED AND AGREED:
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
Customer
x
Signature
Title Date
gitEST
Approved as to form and legality
E. BROCK,CLERK Scott R.Teach,Deputy County Attorney
bY;
NOTE:SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT.A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE
SHALL BE CONSIDERED TO BE AN ORIGINAL.CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLE
SPECIFICALLY STATED OTHERWISE.
11025 08/15 •
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bank. DELIVERY & ACCEPTANCE CERTIFICATE
AGREEMENT#
EQUIPMENT FINANCE
2055949
This Certificate is delivered to and for the benefit of Lessor/Secured Party and pertains to the below-described Equipment
and/or Financed Items which are the subject of the above-referenced Agreement between U.S. Bank Equipment Finance,
a division of U.S. Bank National Association as Lessor/Secured Party and the undersigned as Customer. The words you
and your refer to Customer. The words we, us and our refer to Lessor/Secured Party.
You certify and acknowledge that all of the Equipment and Financed Items (as applicable): 1) have been received,
installed and inspected, and 2) are fully operational and unconditional accepted. Further, all terms and conditions of the
above-referenced Agreement have been reviewed and acknowledged. Upon you signing below, your promises in the
Agreement will be irrevocable and unconditional in all respects. You understand and agree that we have paid for the
purchase of the Equipment and/or Financed Items from the below-referenced Supplier and you may contact the Supplier
for any warranty rights, which, if the Agreement is a lease, we transfer to you for the term of the Agreement(or until you
default).
Supplier: Equipment and/or Financed Items Description
PHYSIO CONTROL INC SEE SCHEDULE A
I I
I I I
together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceeds of the
foregoing,including,without limitation,Insurance recoveries.
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
Customer
Signature
Title Acceptance Date
I
NOTE:A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL.CAPITALIZED TERMS IN THIS
DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE.
10000 REV 02115
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ban PROPERTY TAX AND
AMOUNT FINANCED ADDENDUM
EQUIPMENT FINANCE AGREEMENT#
2055949
Addendum to Agreement#2055949, between COLLIER COUNTY, as Customer and U.S. Bank Equipment Finance, a
division of U.S. Bank National Association("U.S. Bank Equipment Finance"), as Lessor. The words you and your refer to
Customer. The words we, us and our refer to Lessor.
The parties wish to amend the above-referenced Agreement by adding the following language:
The Equipment, which is subject to this Agreement MAY BE located in a jurisdiction which imposes property tax.
Notwithstanding anything to the contrary in this Agreement, this Agreement shall be deemed to be a conditional
sales contract and we are not and shall not be deemed to be the owner of the Equipment for any purpose.
Therefore,we shall not be liable for personal property taxes assessed against the Equipment and shall not report
the Equipment to the applicable taxing authorities. As owner, you shall report and remit directly to the
applicable taxing authorities any and all personal property taxes assessed against the Equipment, in
accordance with applicable law, and shall maintain proof of payment. Please check with the appropriate taxing
authority for specific requirements or information. This notice has been provided to help ensure that your
transaction is processed in the most timely and accurate manner.
Equipment Cost $466,158.00
Sales Tax $
Total Amount Financed $466,158.00
By signing this Addendum,Customer acknowledges the above changes to the Agreement and authorizes Lessor to make
such changes. In the event of any conflict between this Addendum and the Agreement,this Addendum shall prevail. In
all other respects, the terms and conditions of the Agreement remain in full force and effect and remain binding on
Customer.
U.S.Bank Equipment Finance COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
Lessor Customer
X
Signature Signature
Title Date Title Date
ATTEST Approved as to form and legality
DWIGHT E. BROCK,CLERK
col R.Teach,Deputy County Attorney
NOTE:SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT.A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED
TO BE AN ORIGINAL.CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE.
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bank. SALES TAX EXEMPTION
CERTIFICATE REQUEST
AGREEMENT#
EQUIPMENT FINANCE
2055949
**** IF APPLICABLE ****
PLEASE ATTACH YOUR SALES TAX
EXEMPTION CERTIFICATE ALONG
WITH THE SIGNED DOCUMENTS.
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AUTHORIZATION FOR
Wbank. AUTOMATIC PAYMENTS
AGREEMENT#
EQUIPMENT FINANCE i
2055949
1. COLLIER COUNTY ("Customer') hereby authorizes and requests U.S. Bank Equipment Finance, a division of U.S. Bank National
Association('U.S. Bank Equipment Finance')("Lessor/Secured Party')or its assigns(the"Bank")to initiate debit entries("withdrawals")from
the account indicated below and to transfer the withdrawn funds in accordance with the following instructions. Please note that your bank
statement will reference U.S.Bank Equipment Finance as the drawer of your payments.
2.The withdrawals shall be made from:
0 Checking ❑ Savings
Bank Name:
City: State: Zip:
Account Number: ABA No.:
Obtain this number from your bank
ON A SEPARATE PAGE, PLEASE PROVIDE A VOIDED CHECK COPY FOR ACCOUNT VERIFICATION.
3. The withdrawn funds shall be transferred to Bank for application to all lease, loan or other obligations of Customer to Bank ("the
Transaction(s)").
4. The amount of each withdrawal shall be an amount equal to each scheduled payment periodically due on the Transaction(s), plus any
applicable taxes and other amounts due and owing in connection with the Transaction(s)at the time of such withdrawal.
5, Withdrawals shall be made on each payment due date of the Transaction(s)(the"Due Date(s)"). Notwithstanding the foregoing, Customer
acknowledges that Bank will not make a withdrawal of the amount due in connection with any purchase option(s) and that Bank will bill
Customer for such payment.
6. If the Due Date falls on a Saturday, Sunday or legal holiday, withdrawals shall be made on the following business day. If there are
insufficient funds in the account described above to make any preauthorized debit, Bank may refuse to make the automatic debit, in which
case, Customer agrees to separately make payment of the amount then due. Customer agrees to pay all fees on the account resulting from
the automatic debits,Including the amount of any resulting overdraft and any overdraft/NSF charges.
7. Customer acknowledges and agrees that Bank may cancel this automatic withdrawal service at any time upon five(5)days written notice to
Customer.Otherwise,this authorization shall remain in full force and effect until Bank has received written notification from Customer that this
authorization is terminated in such time as to afford Bank a reasonable opportunity to act on It. if the approval for the Transaction(s)
required that payments be made by automatic withdrawal,this authorization shall remain in full force and effect for so long as any
amounts remain owing on the Transaction(s)or until Bank gives its prior written consent to a termination hereof.
Please fax or email completed form and voided check to 800-328-9092 or efcustomersupport @usbank.com.
Dated this day of .,20
COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
Customer Approved as to form and legality
Signature —;
Scott R.Teach,Deputy County Attorney
Title Date
NOTE: A FACWItIftifilIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL.
10113 REV 11114 DWIGHT E. BROCK, CLERK
BY:,, --
Wry
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albank, INSURANCE AUTHORIZATION
AND VERIFICATION
AGREEMENT#
EQUIPMENT FINANCE
2055949
Date: December 28,2015
To:COLLIER COUNTY("Customer") From:U.S.Bank Equipment Finance,a division of U.S.Bank National
8075 LELY CULTURAL PKWY Association,and its successors and assigns("Creditor")
NAPLES,FL 34113 Attn: Insurance Department
1310 Madrid Street
Marshall,MN 56258
TO THE CUSTOMER: In connection with one or more financing arrangements, Creditor requires proof in the form of this
document, executed by both Customer* and Customer's agent, that Customer's insurable interest in the financed equipment (the
"Equipment")meets Creditor's requirements as follows,with coverage including,but not limited to,fire,extended coverage, vandalism,
and theft:
Creditor, AND ITS SUCCESSORS AND ASSIGNS shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS
PAYEE with regard to all equipment financed or leased by policy holder through or from Creditor.
Customer must carry GENERAL LIABILITY(and/or,for vehicles,Automobile Liability)in the amount of no less
than $1,000,000.00.
Customer must carry PROPERTY Insurance (or,for vehicles, Physical Damage Insurance) In an amount no less
than the'Insurable Value' $466,158,00,with deductibles no more than $10,000.00.
*Customer'Please execute this form and return with your document package. Creditor will fax this form to your insurance agency for
endorsement.in lieu of agent endorsement,Customer's agency may submit insurance certificates demonstrating compliance with all
requirements.If fully executed form(or Customer-executed form plus certificates)is not provided within 15 days,we have the right to
purchase such insurance at your expense. Should you have any questions,please contact Insurance Department
at(800)828-8246 Ext.1513727.
By signing,Customer authorizes the Agent named below:1)to complete and return this form as indicated;and 2)to endorse
the policy and subsequent renewals to reflect the required coverage as outlined above.
Agency/Agent: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS
Address:
X ij
By:
Phone/Fax: PRINT NAME:
E-Mail: PRINT TITLE:
TO THE AGENT:In lieu of providing a certificate,please execute this form in the space below and promptly fax it to Creditor
at(866)405-8329. This fully endorsed form shall serve as proof that Customer's insurance meets the above requirements.
CANCELLATION: Should any of the above described policies be cancelled before the expiration date thereof, please deliver II
notice to U.S. Bank Equipment Finance, a division of U.S. Bank National Association ('U.S. Bank Equipment Finance') in
accordance with the policy provisions.
ATTEST
Agent hereby verifies that the above requirements have been met in regard to the IDOGitlinleelifilfaCK,CLERK
Print Name Of Agency:
fJY"
8y;X
(Agent's Signature)
Print Name:X Date: X
Insurable Value: $466,158.00
EQUIPMENT DESCRIPTION FOR AGREEMENT NUMBER:2056949
SEE SCHEDULE A,
WITH ALL REPLACEMENTS, PARTS, REPAIRS,ADDITIONS,ACCESSIONS AND ACCESSORIES INCORPORATED THEREIN OR AFFIXED
OR ATTACHED THERETO AND ANY AND ALL PROCEEDS OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, INSURANCE
RECOVERIES.
Approved as to form and legality
10975 REV 12113
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