Backup Documents 11/12/2013 Item #11A ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENII TITLE
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR 5
�
Routed by Purchasing Department,to Office Initials Date
the Following Addressee(s) (In routing order)
1. Risk-Management Risk
2. County Attorney Office County Attorney Office
!11,310
3. BCC Office Board of County_ YN
Commissioners ` ' ��
4. Minutes and Records Clerk of Court's Office
5. Return to Purchasing Department Purchasing
Contact: Diana DeLeon
PRIMARY CONTACT INFORMATION
Name of Primary Diana DeLeon for Adam Northrup, Phone Number 252-8375
Purchasing Staff November 12,2013
Contact and Date
Agenda Date Item was November 12,2013/ Agenda Item Number 11.A%/
Approved by the BCC
Type of Document Leasing and Finance Agreement Number of Original 2
Attached Documents Attached
PO number or account N/A Solicitation/Contract US Bancorp
number if document is Number/Vendor Name
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? DD
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed .
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD
signature and initials are required.
7. In most cases(some contracts are an exception), an electronic copy of the document and DD
this routing slip should be provided to the County Attorney's Office before the item is
input into SIRE.
8. The document was approved by the BCC on the date above and all changes made DD
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC,all changes directed by the BCC have been made,and the document is ready for t
Chairman's signature.
11 A
County of Collier
CLERK OF THE CIRCUIT COURT
Dwight E. Brock COLLIER COUNTY COL RTI(OUSE Clerk of Courts
Clerk of Courts 3315 TAMIAMI TRL E STE 102 P.O. BOX 413044 Accountant
NAPLES, FLORIDA NAPLES, FLORIDA Auditor
34112-5324 b 34101-3044 Custodian of County Funds
November 20 2013
U.S. Bancorp Government Leasing & Finance, Inc.
Attn: Francine Neville
950 17th Street
7`h Floor
Denver, Colorado 80202
Re: Leasing and Finance Agreement
Transmitted herewith is a two (2) originals of the above referenced documents, as
adopted by the Collier County Board of County Commissioners of Collier County,
Florida on Tuesday, October 12, 2013, during Regular Session.
Please forward the fully executed original to the following address:
Boards Minutes & Records Dept.
Attn: Ann Jennejohn
3299.Tamiami Trail E.
Naples, FL 34112
Very truly yours,
DWIGHT E. BROCK, CLERK
Mitti(6:>
Martha Vergara, Dep y Clerk
Enclosure
Phone- (239) 252-2646 Fax- (239) 252-2755
Website- www.CollierClerk.com Email- CollierClerk aeollierclerk.com
DOCUMENT CHECKLIST 11 A
PLEASE EXECUTE TWO(2)ORIGINALS OF ALL DOCUMENTS
RETURN ALL ORIGINALS TO:
U.S. BANCORP GOVERNMENT LEASING AND FINANCE, INC.
FRANCINE NEVILLE
950 17T"STREET,7Th FLOOR
DENVER,CO 80202
303-585-4077
> Master Tax-Exempt Lease Purchase Agreement — This document must be executed in the presence of a
witness/attestor.The attesting witness does not have to be a notary,just present at the time of execution.
"> Addendum/Amendment to Master Tax-Exempt Lease Purchase Agreement — This document must be
executed in the presence of a witness/attestor. The attesting witness does not have to be a notary,just present at
the time of execution.
> Property Schedule No. 1 -This document must be executed in the presence of a witness/attestor. The attesting
witness does not have to be a notary,just present at the time of execution.
> Property Description and Payment Schedule—Exhibit 1
> Lessee's Counsel's Opinion — Exhibit 2. This exhibit will need to be executed by your attorney, dated and
placed on their letterhead.Your attorney will likely want to review the agreement prior to executing this opinion.
> Lessee's Certificate—Exhibit 3. 1) Please fill in the person's title who will be executing the certificate in the first
paragraph (note: the person who signs this exhibit cannot be the same person as the executing official(s)for all
other documents); 2) Please fill in the date that the governing body met in Line 1; 3) In the middle set of boxes,
please print the name of the executing official(s) in the far left box, print their title(s) in the middle box and have
the executing official(s) sign the line in the far right hand box; 4) Include in your return package a copy of the
board minutes or resolution for our files; and 5) The exhibit should be executed by someone other than the
executing official(s)named in the center box.
• Payment of Proceeds Instructions — Exhibit 4. This is for the vendor payment information. If more than one
vendor is being paid please make copies of this exhibit and fill out as many as are needed.
> Acceptance Certificate—Exhibit 5. The date that all equipment is delivered, installed and accepted is the date
that should be placed on the"DATE" line. If moneys are being deposited into escrow this exhibit should be held
and returned with the final disbursement from the escrow account.
• Bank Qualification and Arbitrage Rebate—Exhibit 6.
> Insurance Authorization and Verification—To be filled out by the Lessee and sent to your insurance carrier.A
valid insurance certificate,or self-insurance letter if the Lessee self-insures, is required prior to funding.
> Notification of Tax Treatment—Please provide your State of Sales/Use tax Exemption Certificate.
> Form 8038-G—Blank form provided to Lessee. Please consult your local legal/bond counsel to fill out.
• Escrow Agreement — This document needs to be executed by the Executing Official defined in the Lessee's
Certificate—Exhibit 3.
o Investment Direction Letter—Exhibit 1. This document needs to be executed by the Executing Official.
o Schedule of Fees—Exhibit 2.
o Requisition Request—Exhibit 3. This document should be retained by Lessee and utilized to request
disbursements from the escrow account. Please make copies and fill out as many as are needed.
o Acceptance Certificate - Exhibit 4. This document should be retained by Lessee and provided to
Lessor once all the proceeds have been disbursed from the escrow account.
o Class Action Negative Consent Letter—Exhibit 6.
o IRS Form W-9. This document should be retained by Lessee and submitted with the Requisition
Request(s)for each vendor being paid. Please make copies and fill out as many as are needed.
se First Payment Invoice—First Payment is required in order to fund
11A
Master Tax-Exempt Lease/Purchase Agreement
Between: U.S. Bancorp Government Leasing and Finance, Inc. (the "Lessor")
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
And: Collier County (the "Lessee")
3299 Tamiami Trail
Naples, FL 34112
Telephone: 239-252-3756
Dated: November 30, 2013
ARTICLE I
DEFINITIONS
The following terms wdl have the meanings indicated below unless the context clearly requires otherwise:
"Agreement"means this Master Tax-Exempt Lease/Purchase Agreement,including all exhibits and schedules attached hereto.
"Code"is defined in Section 3.01(f).
"Commencement Date"is the date when the term of a Property Schedule and Lessee's obligation to pay rent thereunder commences,which date shall be set forth in such
Property Schedule.
"Event of Default"is defined in Section 13.01,
"Lease Payments"means the Lease Payments payable by Lessee under Article VI of this Agreement and each Property Schedule,as set forth in each Property Schedule.
'Lease Payment Dates"means the Lease Payment dates for the Lease Payments as set forth in each Property Schedule.
"Lease Term"means,with respect to a Property Schedule,the Original Term and at Renewal Terms. The Lease Term for each Property Schedule executed hereunder
shall be set forth in such Property Schedule,as provided in Section 4.02.
"Lessee"means the entity identified as such in the first paragraph hereof,and its permitted successors and assigns.
"Lessor"means the entity identified as such in the first paragraph hereof,and its successors and assigns.
"Nonapproprtatlon Event"is defined in Section 6.06.
"Original Term"means, with respect to a Property Schedule, the period from the Commencement Date until the end of the budget year of Lessee in effect at the
Commencement Data.
"Property"means, collectively, the property lease/purchased pursuant to this Agreement,and with respect to each Property Schedule,the property described in such
Property Schedule,and all replacements,repairs,restorations,modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX.
"Property Schedule"means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be
numbered consecutively,beginning with Property Schedule 2.
"Purchase Price"means the amount that Lessee may,in its discretion,pay to Lessor to purchase the Property under a Property Schedule,as provided in Section 11.01 and
as set forth in the Property Schedule.
"Renewal Terms"means the renewal terms of a Property Schedule,each having a duration of one year and a term coextensive with Lessee's budget year.
"State"means the state where Lessee is located.
"Vendor"means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor from whom Lessor or Lessee purchased or
is purchasing all or any portion of the Property.
ARTICLE II
2.01 Property Schedules Separate Fin/nobles. Each Property Schedule executed and delivered under this Agreement shall be a separate financing,distinct from
other Property Schedules. Without limiting the foregoing,upon the occurrence of an Event of Default or a Nonappropriation Event with respect to a Property Schedule,
Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable under such Property Schedule,and except
as expressly provided in Section 12.02 below,Lessor shall have no rights or remedies with respect to Property financed or Lease Payments payable under any other Property
Schedules unless an Event of Default or Nonappropriation Event has also occurred under such other Property Schedules.
ARTICLE le
3.01 Covenants of Lessee. As of the Commencement Date for each Property Schedule executed and delivered hereunder,Lessee shall be deemed to represent,
covenant and warrant for the benefit of Lessor as follows:
(a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter
into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the
extent Lessee should merge with another entity under the laws of the State,Lessee agrees that as a condition to such merger it will require that the
remaining or resulting entity shell be assigned Lessee's rights and shall assume Lessee's obligations hereunder,
(c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body,or by other
appropriate official approval,and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this
Agreement and the Property Schedule,and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the
(2)
•
11A
Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule,Lessee •
shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2.
(d) During the Lease Term for the Property Schedule,the Properly thereunder will perform and will be used by Lessee only for the purpose of performing
essential governmental uses and public functions within the permissible scope of Lessee's authority. •
(e) Lessee will provide Lessor with current financial statements,budgets and proof of appropriation for the ensuing budget year and other financial information
relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by •
•
Lessor.
•
(f) Lessee wll comply with all applicable provisions of the Internal Revenue Code of 1988,as amended(the'Code"),including Sections 103 and 148 thereof, •
and the regulations of the Treasury Department thereunder.from time to time proposed or in effect,In order to maintain the exdudabtlity from gross income
• for federal income tax purposes of the Interest component of Lease Payments under the Property Schedule and will not use or permit the use of the
•
Property in such a manner as to cause a Property Schedule to be a"private activity bond"under Section 141(5)of the Code. Lessee covenants and agrees
• that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property
Schedule has been entered into,and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other
investments except for the temporary period pending such use nor used,at any time,directly or indirectly,In a manner which, if such use had been
•
reasonably anticipated on the date of issuance of the Agreement,would have caused any portion of the Property Schedule to be or become"arbitrage
bonds"within the meaning of Section 103(b)(2)or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect
at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule.
(g) The execution,delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee
•
does not conflict with or result in a violation or breach or constitute a default under,any resolution,bond,agreement,indenture,mortgage,note,lease or
other instrument to which Lessee Is a party or by which it is bound by any law or any rule,regulation,order or decree of any court,governmental agency or
body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien,charge or other security interest or
encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject.
(h) 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 notice to Lessor.
ARTICLE IV
4.01 (_ease of Property. On the Commencement Date of each Property Schedule executed hereunder,Lessor will be deemed to demise,lease and let to Lessee,and
Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Property Schedule, in accordance with this Agreement and such Property
Schedule,for the Lease Term set forth in such Property Schedule.
4.02 Lease Terns, The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final
Lease Payment set forth in such Property Schedule and the exercise of the Purchase Option described in Section 11.01, unless terminated sooner pursuant to this
Agreement or the Property Schedule.
4.03 Delivery,Installation and Acceptance of Property. Lessee shall order the Property,shall cause the Property to be delivered and installed at the locations
specified in the applicable Property Schedule and shall pay all taxes,delivery costs and installation costs,if any,in connection therewith. To the extern funds are deposited
under an escrow agreement or trust agreement for the acquisition of the Property,such funds shall be disbursed as provided therein. When the Property described in such
Property Schedule is delivered, installed and accepted as to Lessee's specifications, Lessee shall Immediately accept the Property and evidence said acceptance by
executing and delivering to Lessor the Acceptance Certificate substantially in the form attached to the Property Schedule.
ARTICLE V
5.01 Enlovnront of Property. Lessee shall during the Lease Term peaceably and quietly have,hold and enjoy the Property,without suit,trouble or hindrance from
Lessor,except as expressly set forth in this Agreement. Lessor shall not interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in
default under the subject Properly Schedule.
6.02 Location;Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Lessor shall have the right at
all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Property
ARTICLE VI
6.01 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and Intend that the obligation of Lessee to pay Lease Payments
hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional,
statutory or charter limitation or requirement conceming the creation of indebtedness by Lessee,nor shall anything contained herein constitute a pledge of the faith and credit
or taxing power of Lessee. Upon the appropriation of Lease Payments for a fiscal year,the Lease Payments for said fiscal year,and only the Lease Payments for said
current fiscal year,shall be a binding obligation of Lessee;provided that such obligation shall not include a pledge of the taxing power of Lessee.
6.02 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Property Schedule,exclusively from legally available funds,in lawful
money of the United States of America,to Lessor in such amounts and on such dates as described in the applicable Property Schedule,at Lessor's address set forth on the
first page of this Agreement,unless Lessor Instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments under a Property Schedule in
•
an amount sufficient to cover all additional costs and expenses incurred by Lessor from such delinquent Lease Payment. Lease payments shall be made in compliance with
218.73 Florida Statutes local government Prompt Pay Act.
6.03 Interest Component. A portion of each Lease Payment due under each Property Schedule Is paid as.and represents payment of,interest,and each Property
Schedule hereunder shall set forth the interest component(or method of computation thereof)of each Lease Payment thereunder during the Lease Term.
6.04 Lease Payments to be Unconditional, SUBJECT TO SECTION 8.08.THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE
• PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN 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 LESSEES RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02.
6.06 Continuation of Lease by Lessee. Lessee intends to continue all Property Schedules entered into pursuant to this Agreement and to pay the Lease Payments
thereunder, Lessee reasonably believes that legally available funds in an amount sufficient to make all Lease Payments during the term of all Property Schedules can be
obtained. Lessee agrees that its staff will provide during the budgeting process for each budget year to the governing body of Lessee notification of any Lease Payments due
under the Properly Schedules during the following budget year. Notwithstanding this covenant,If Lessee fails to appropriate the Lease Payments for a Property Schedule
pursuant to Section 8.06,such Property Schedule shall terminate at the end of the then current Original Term or Renewal Term. Although Lessee has made this covenant,in •
the event that it fails to provide such notice,no remedy is provided and Lessee shall not be liable for any damages for its failure to so comply.
6.06 Nonepproprtatlon, If during the then current Original Term or Renewal Term,sufficient funds are not appropriated to make Lease Payments required under a
Property Schedule for the following fiscal year,Lessee shall be deemed to not have renewed such Property Schedule for the following fiscal year and the Property Schedule
shall terminate at the end of the then current Original Term or Renewal Term and Lessee shall not be obligated to make Lease Payments under said Property Schedule
beyond the then current fiscal year for which funds have been appropriated. Upon the occurrence of such nonappropriation(a"Nonappropriation Event")Lessee shall,no
later than the end of the fiscal year for which Lease Payments have been appropriated,deliver possession of the Property under said Property Schedule to Lessor. If Lessee
fails to deliver possession of the Property to Lessor upon termination of said Property Schedule by reason of a Nonappropriation Event,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
C°0)
•
11A
possession as required. In addition,Lessor may,by written instructions to any escrow agent who is holding proceeds of the Property Schedule,instruct such escrow agent to
release all such proceeds and any earnings thereon to Lessor.such sums to be credited to Lessee's obligations under the Property Schedule and this Agreement. 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.
•
8.07 pefeasence of Leese Payments. Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the
principal component and interest component accruing under a Property Schedule,a sum of cash and non-callable securities consisting of direct obligations of or obligations
the principal of an interest on which are unconditionally guaranteed by,the United States of America or any agency or instrumentality thereof,in such aggregate amount,
bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance,all right,title and interest
• of Lessor in the Property under said Property Schedule shall terminate, Lessee shall cause such investment to comply with the requirements of federal tax law so that the
exclusion from gross income of the interest component of Lease Payments on said Property Schedule is not adversely affected.
•
ARTICLE VII
•
7.01 Title to the Property. Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State,title to the Property shall vest in
Lessee,subject to Lessor's interests under the applicable Property Schedule and this Agreement.
•
•
7.02 Personal Property. The Property is and wit remain personal properly and will not be deemed to be affixed to or a part of the real estate on which it may be
situated,notwithstanding that the Property or any part thereof may be or hereafter become In any manner physically affixed or attached to real estate or any building thereon.
•
• If requested by Lessor,Lessee will,at Lessee's expense,furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building.
7,03 Security Interest. To the extent permitted by law and to secure the performance of a0 of Lessee's obligations under this Agreement with respect to a Property
• Schedule,including without limitation all Property Schedules now existing are hereafter executed,Lessee grants to Lessor,for the benefit of Lessor and its successors and
assigns,a security interest constituting a first lien on Lessee's interest in all of the Property under the Property Schedule,whether now owned or hereafter acquired,all
additions,attachments,alterations and accessions to the Property,all substitutions and replacements for the Property,and on any proceeds of any of the foregoing,including
insurance proceeds. Lessee shall execute any additional documents, including financing statements,affidavits, notices and similar instruments,in form and substance
satisfactory to Lessor, which Lessor deems necessary or appropriate to establish, maintain and perfect a security interest in the Property in favor of Lessor and its
successors and assigns. Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish,maintain and perfect
such security interest.
ARTICLE VII(
8.01 Maintenance of Property by Lessee. Lessee shall keep and maintain the Property in good condition and working order and in compliance with the
manufacturer's specifications,shall use,operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership,possession,use
and maintenance,and shall keep the Property free and clear of all liens and claims,other than those created by this Agreement. Lessee shall have sole responsibility to
maintain and repair the Property. Should Lessee fait to maintain,preserve and keep the Property in good repair and working order and in accordance with manufacturer's
specifications,and if requested by Lessor.Lessee will enter into maintenance contracts for the Property In form approved by Lessor and with approved providers.
8,02 Liens,Taxes,Other Governmental Charges end Utility Changes. Lessee shell keep the Property free of all levies,liens and encumbrances,except for the
interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and.
therefore,that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Property Schedules hereunder
have been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said
exemption. Nevertheless,if the use,possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes,Lessee shall
pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay all gas,water,steam,electricity,heat,
power,telephone,utility and other charges incurred in the operation,maintenance,use,occupancy and upkeep of the Property. Lessee shall pay such taxes or charges as
the same may become due; provided that,with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be
obligated to pay only such installments as accrue during the then current fiscal year of the Lease Term for such Property.
8.03 Insurance. At its own expense,Lessee shall maintain(a)casualty insurance insuring the Property against loss or damage by fire and all other risks covered by
the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount equal to at least the outstanding
principal component of Lease Payments,and(b)liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor,and(c)
workers compensation Insurance covering all employees working on, in, near or about the Property;provided that Lessee may self-insure against all such risks. All
insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement, All such insurance shall be with insurers that are authorized to issue
such insurance in the State. All such liability insurance shall name Lessor as an additional insured, All such casualty insurance shall contain a provision making any losses
payable to Lessor and Lessee as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or
modified without first giving written notice thereof to Lessor and Lessee at least thirty(30)days in advance of such cancellation or modification. Such changes shall not
become effective without Lessor's prior written consent. Lessee shall furnish to Lessor,on or before the Commencement Date for each Property Schedule,and thereafter at
Lessors request, certificates evidencing such coverage, or, if Lessee self-insures, a written description of its self-insurance program together with a certification from
Lessee's risk manager or insurance agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above.
8.04 Advances. In the event Lessee shall fad to either maintain the insurance required by this Agreement or keep the Property in good repair and working order,
Lessor may.but shall be under no obligation to,purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the
cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the applicable Property Schedule and shall be due and payable on
the next Lease Payment Data and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are
advanced until paid at the rate of 12%per annum or the maximum amount permitted by law,whichever is less.
ARTICLE IX
9.01 Daman,or Destruction, If(a)the Property under a Property Schedule or any portion thereof is destroyed,in whole or in part,or is damaged by fire or other
casualty,or(b)title to,or the temporary use of,the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent
domain by any governmental body or by any person,firm or corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds(as
hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration,
modification or improvement of the Property,unless Lessee shall have exercised its right to defease the Property Schedule as provided herein,or unless Lessee shall have
exercised Its option to purchase Lessor's interest in the Property if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been
completed shall be paid to Lessee. For purposes of Section 8.03 and this Article IX,the term"Net Proceeds"shall mean the amount remaining from the gross proceeds of
any insurance claim,condemnation award or sale under threat of condemnation after deducting all expenses,including attorneys'fees,incurred in the collection thereof.
9.02 JnsufRclenev of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair,restoration,modification or improvement referred to in
Section 9,01,Lessee shall(a)complete such replacement,repair,restoration,modification or improvement and pay any costs thereof in excess of the amount of the Net
Proceeds and,if Lessee shall make any payments pursuant to this Section,Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be
entitled to any diminution of the amounts payable under Section 6.02,or(b)defease the Property Schedule pursuant to Section 6.07,or(e)exercise its option to purchase
Lessor's interest in the Property pursuant to the optional purchase provisions of the Property Schedule,if any. The amount of the Net Proceeds,if any,remaining after
completing such repair,restoration,modification or improvement or after such defeasance or purchase may be retained by Lessee.
•
C.11
•
•
•
•
•
•
11A
•
,•
•
•
ARTICLE X
10.01 Disclaimer of Warranties. 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. Lessee acknowledges that it has made(or will make)the selection of the Property from the
Vendor based on its own judgment and expressly disdaims any reliance upon any statements or representations made by Lessor. Lessee understands and agrees that(a)
neither the Vendor nor any sales representative or other agent of Vendor,is(i)an agent of Lessor,or("I)authorized to make or alter any term or condition of this Agreement,
and(b)no such waiver or alteration shall very the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental.indirect,
special or consequential damage in connection with or arising out of this Agreement,the Property Schedules,or the existence,furnishing,functioning or use of any item,
product or service provided for in this Agreement or the Property Schedules. •
10.02 Vendor's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and right
(including without limitation warranties)related to the Property against the Vendor. Lessee's sole remedy for the breach of such warranty,indemnification or representation
shall be against the Vendor of the Property,and not against Lessor.nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to
this Agreement,including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes,and has made,no representations or
warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property.
10.03 Use of the Property. Lessee will not install,use, operate or maintain the Property improperly,carelessly,in violation of any applicable law or in a manner
contrary to that contemplated by this Agreement and the applicable Property Schedule. Lessee shall provide all permits and licenses,if any,necessary for the installation
and operation of the Property. In addition,Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may
extend and any legislative,executive,administrative or judicial body exercising any power or jurisdiction over the items of the Property;provided that Lessee may contest in
good faith the validity or application of any such law or rule in any reasonable manner that does not,in the opinion of Lessor,adversely affect the interest of Lessor in and to
the Property or its interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation,inquiry,claim or action by
any governmental authority which could adversely affect this Agreement,any Property Schedule or the Property thereunder.
10.04 Modifications. Subject to the provisions of this Section, Lessee shag have the right,at its own expense,to make alterations,additions,modifications or
improvements to the Property. All such alterations,additions,modifications and Improvements shall thereafter comprise part of the Property and shall be subject to the
provisions of this Agreement. Such alterations,additions,modifications and improvements shall not in any way damage the Property,substantially alter its nature or cause it
to be used for purposes other than those authorized under the provisions of state and federal law;and the Property,on completion of any alterations,additions,modifications
or improvements made pursuant to this Section,shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such
alterations,additions,modifications and improvements. Lessee shall,at its own expense,make such alterations,additions,modifications and improvements to the Property
as may be required from time to time by applicable law or by any governmental authority.
ARTICLE XI
11.01 Option to Purchase. Lessee shall have the option to purchase Lessor's entire interest in all of the Property subject toe Property Schedule and to terminate any
restrictions herein on the Property under such Property Schedule on the last day of the Lease Term for a Property Schedule,if the Property Schedule is still in effect on such
day,upon payment hi full of the Lease Payments due thereunder plus payment of One(1)Dollar to Lessor. Lessee shall give written notice to Lessor of its intent to purchase
Lessor's interest in the Property at least sixty(60)days prior to the last day of the Lease Term for applicable Property Schedule. Upon exercise of the purchase option as set
forth in this Section 11.01 and payment of the purchase price under the applicable 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 Lessors right,title and interest in and to the Property subject to such Property Schedule to Lessee.
11.02 Option to Prepay. Lessee shall have the option to prepay in whole the Lease Payments due under a Properly Schedule,but only if the Property Schedule so
provides,and on the terms set forth in the Property Schedule.
ARTICLE XI(
12.01 Asslanment by Lessor. Lessors right,title and interest in,to and under each Property Schedule and the Property under such Property Schedule may be
assigned and reassigned In whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee;provided that any
assignment shall not be effective until Lessee has received written notice,signed by the assignor,of the name,address and tax identification number of the assignee.
Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to
execute all documents,including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to
protect it interests in this Agreement and the Property Schedules.
12.02 Property Schedules Separate Financings. Assignees of the Lessor's rights in one Property Schedule shall have no rights in any other Property Schedule
unless such rights have been separately assigned.
12.03 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE
PROPERTY MAY BE ASSIGNED,SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON,WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.
12.04 Release and Indemnification Covenants. To the extent permitted by section 768.28,Florida Statutes,Lessee shall indemnify,protect,hold harmless,save and
keep harmless Lessor from and against any and all liability,obligation,loss,Claim and damage whatsoever,regardless of cause thereof,and all expenses in connection
therewith, including,without limitation, counsel fees and expenses, penalties and interest(collectively, "Losses")arising out of or resulting from the entering into this
Agreement,any Property Schedules hereunder,the ownership of any item of the Property,the loss of federal tax exemption of the interest on any of the Property Schedules,
the ordering,acquisition,use,operation,condition,purchase,delivery,rejection,storage or return of any Item of the Property or any accident In connection with the operation,
use,condition,possession,storage or return of any item of the Property resulting in damage to property or injury to Or death to any person;provided,however,that Lessee
shall not be required to indemnify Lessor for Losses arising out of or resulting from Lessor's own willful or negligent conduct,or for Losses arising out of or resulting from
Lessor preparation of disclosure material relating to certificates of participation in this Agreement and any Property Schedule(other than disclosure material provided to
Lessor by Lessee). The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this
Agreement,or the applicable Property Schedule,or the termination of the Lease Tenn for such Property Schedule for any reason.
•
ARTICLE XIII
•
13.01 Events of Default Defined. Any of the following shall constitute an"Event of Default*under a Properly Schedule:
• (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified
• therein;
(b) Failure by Lessee to observe and perform any covenant,condition or agreement on its part to be observed or performed with respect to the Property
Schedule,other than as referred to in subparagraph(a)above,for a period of thirty(30)days after written notice specifying such failure and requesting that
it be remedied is given to Lessee by Lessor,unless Lessor shall agree in writing to an extension of such time prior to its expiration;provided that,if the
failure stated in the notice cannot be corrected within the applicable period,Lessor will not unreasonably withhold its consent to an extension of such time if
corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected;
(c) Any statement,representation or warranty made by Lessee in or pursuant to the Property Schedule or its execution,delivery or performance shall prove to
have been false,incorrect,misleading or breached in any material respect on the date when made;
(d) Lessee shall(I)apply for or consent to the appointment of a receiver,trustee,custodian or liquidator of Lessee,or of all or a substantial part of the assets of
Lessee,(ii)be unable,fail or admit in writing its inability generally to pay its debts as they become due,(iii)make a general assignment for the benefit of
C°)
. ...................... .. . .................................. . .
11A
creditors,(iv)have an order for relief entered against it under applicable federal bankruptcy law,or(v)file a voluntary petition in bankruptcy or a petition or
an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material
allegations of a petition filed against Lessee in any bankruptcy,reorganization or insolvency proceeding;or
(e) An order,judgment or decree shall be entered by any court of competent jurisdiction,approving a petition or appointing a receiver,trustee,custodian or
liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without Its application,approval or consent.and such order.
judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
The foregoing provisions of Section 13.01 are subject to the following limitation:If by reason of]'ors maieurg Lessee is unable in whole or in part to perform its
agreements under this Agreement and the Property Schedule(other than the obligations on the part of Lessee contained in Article VI hereof)Lessee shall not be in default
during the continuance of such inability. The term"form)naieure"as used herein shall mean the following:acts of God;strikes,lockouts or other Industrial disturbances;acts
of public enemies;orders or restraints of any kind of the government of the United States or of the State or any of their departments,agencies or officials,or any civil or
military authority;insurrections,dots,landslides,earthquakes,fires,storms,droughts,floods,explosions,breakage or accident to machinery,transmission pipes or canals;or
any other cause or event not reasonably within the control of Lessee.
A Nonappropriation Event is not an Event of Default.
13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule.Lessor shall have the right,at its sole option without any •
further demand or notice,to take one or any combination of the following remedial steps:
(a) Without terminating the Property Schedule,and by written notice to Lessee,Lessor may declare all Lease Payments and other amounts payable by Lessee
thereunder to the end of the then-current budget year of Lessee to be due,including without limitation delinquent Lease Payments under the Property •
Schedule from prior budget years, and such amounts shall thereafter bear interest at the rate of 12%per annum or the maximum rate permitted by
•
applicable law,whichever is less; •
(b) Lessor may terminate the Property Schedule,may enter the premises where the Property subject to the Property Schedule is located and retake possession
of the Property,or require Lessee,at Lessee's expense,to promptly retum 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 in accordance with Article 9 of the Uniform Commercial Code in
effect in the State;provided,however,that any proceeds from the disposition of the property in excess of the sum required to(i)pay off any outstanding
principal component of Lease Payments,(ii)pay any other amounts then due under the Property Schedule,and(iii)pay Lessors 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 except with respect to unpaid costs and expenses incurred by Lessor in connection
with the disposition of the Property;
(c) By written notice to any escrow agent who is holding proceeds of the Property Schedule, Lessor may instruct such escrow agent to release all such
proceeds and any earnings thereon to Lessor,such sums to be credited to payment of Lessee's obligations under the Property Schedule; •
(d) Lessor may take any action,at law or in equity,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 •
Notwithstanding the foregoing,if the proceeds are insufficient to pay items(i)to(iii)in Section 13.02(b)in whole,Lessee shall remain obligated after application of
proceeds to items(i)and(ii),to pay in whole the amounts for item(iii).
•
13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall
be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity, No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver thereof,but any such right or power may be exercised from time to time and as
often as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice,other than such
notice as may be required in this Article.
13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement,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 attomey fees.whether or not suit or
action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee,shall be secured by this Agreement until paid
and shall bear interest at the rate of 12%per annum or the maximum amount permitted by law,whichever is less. In the event suit or action is instituted to enforce any of the
terms of this Agreement,the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys'fees at trial or on
appeal of such suitor action or in any bankruptcy proceeding,in addition to all other sums provided by law.
ARTICLE XIV
14.01 Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified
mail,postage prepaid,to the parties hereto at the addresses as specified on the first page of this Agreement(or at such other address as either party hereto shall designate
in writing to the other for notices to such party),to any assignee at its address as it appears on the registration books maintained by Lessee.
14.02 Arbtraae Certificates. Unless a separate Arbitrage Certificate Is delivered on the Commencement Date, Lessee shall be deemed to make the following
representations and covenants as of the Commencement Date for each Property Schedule:
(a) The estimated total costs,including taxes,freight.installation,and cost of issuance,of the Property under the Property Schedule will not be less than the
total principal amount of the Lease Payments.
(b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months after the Commencement Date and the Property
is expected to be delivered and installed,and the Vendor fully paid,within eighteen months from the Commencement Date, Lessee will pursue the
completion of the-Property and the expenditure of the net proceeds of the Property Schedule with due diligence.
(c) Lessee has not created or established,and does not expect to create or establish,any sinking fund or other similar fund(i)that is reasonably expected to be
used to pay the Lease Payments under the Properly Schedule,or(Ii)that may be used solely to prevent a default in the payment of the Lease Payments
under the Property Schedule.
(d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Lessee,either in whole or in major part,
prior to the last maturity of the Lease Payments under the Property Schedule.
(e) There are no other obligations of Lessee which(1)are being sold within 15 days of the Commencement Data of the Property Schedule;(ii)are being sold
•
pursuant to the same plan of financing as the Property Schedule;and(Iii)are expected to be paid from substantially the same source of funds.
(f) The officer or official who has executed the Property Schedule on Lessee's behalf is familiar with Lessee's expectations regarding the use and expenditure
of the proceeds of the Property Schedule. To the best of Lessee's knowledge,information and belief, the facts and estimates set forth in herein are
accurate and the expectations of Lessee set forth herein are reasonable.
14.03 Further Assurances, Lessee agrees to execute such other and further documents,including,without limitation,confirmatory financing statements,continuation
statements,certificates of title and the like,and to take all such action as may be necessary or appropriate,from time to time,in the reasonable opinion of Lessor,to perfect,
• confirm,establish,reestablish,continue,or complete the interests of Lessor in this Agreement and the Property Schedules,to consummate the transactions contemplated
hereby and thereby,and to carry out the purposes and intentions of this Agreement and the Property Schedules.
14.04 r3indlno Effect;. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.
14.06 Severabillty. In the event any provision of this Agreement shall be held Invalid or unenforceable by any court of competent jurisdiction,such holding shall not
invalidate or render unenforceable any other provision hereof.
•
•. 1 1 A
•
14.06 Waiver of Jury Trials. 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 or the actions of Lessor or Lessee in the negotiation,administration,performance or enforcement hereof.
14.07 Amendments.Chances and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification
does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of all assignees shall be required to any amendment or
modification before such amendment or modification shall be applicable to any outstanding Property Schedule.
14.08 gxecutlon in Counteroart,. This Agreement and the Property Schedules hereunder may be simultaneously executed in several counterparts,each of which
shall be an original and all of which shall constitute but one and the same instrument.
14.09 Applicable Law. This Agreement shalt be governed by and construed in accordance with the laws of the State of Flonda with venue in Collier County.
14.10 Caption(. The captions or headings in this Agreement are for convenience only and in no way define,limit or describe the scope or intent of any provisions or
sections of this Agreement.
IN WITNESS WHEREOF,Lessor and Lessee have caused this Agreement to be executed in their names by their duly authonzed representatives as of the date
first above written,
Lessor: U.S. Bancorp Government Lessee oilier County
Leasing and Finance, Inc.
By: By:
t:-o :a A. Hiller, Esq.
• • Name: Name: Chairwoman•
Title: Title:
-t(:;jc
. . . . . . Attest: 1:10.1/4/16141. : - 11' ,
B : ..i.�►►►i:
Name: 4 ,Q,
•es a •
signature only.
Approved as to form and legality
Assistant County ttorney
•
•
•
•
CI'
hA P ,.
ADDENDUM (FLORIDA)
Master Tax-Exempt Lease/Purchase Agreement
THIS ADDENDUM,which is entered into as of November 30,2013 between U.S. Bancorp Government Leasing and Finance,Inc.
("Lessor")and Collier County("Lessee'),is intended to modify and supplement Property Schedule No. 1 (the"Property Schedule")
to the Master Tax-Exempt Lease/Purchase Agreement between Lessor and Lessee dated as of November 30,2013(the"Master
Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement.
1. The Master Agreement is hereby amended as set forth below:
(a) Section 8.02 Payment of Lease Payments is amended to read as follows: "Lessee shall promptly
pay Lease Payments under each Property Schedule, exclusively from legally available funds, in
lawful money of the United States of America, to Lessor in such amounts and on such dates as
described in the applicable Property Schedule,at Lessor's address set forth on the first page of this
Agreement, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any
delinquent Lease Payments under a Property Schedule in an amount sufficient to cover all
additional costs and expenses incurred by Lessor from such delinquent Lease Payment. Lease
Payments shall be made in compliance with 218.73 Florida Statutes local government Prompt Pay
Act"
(b) Section 7.03 entitled Security Interest is deleted in its entirety.
(c) The last sentence of Section 12.01 Assignment by Lessor is amended and restated as follows:
'Lessor's right, title and interest in, to and under each Property Schedule and the Property under
such Property Schedule may be assigned and reassigned in whole or in part to one or more
assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee;
provided that any assignment shall not be effective until Lessee has received written notice,signed
by the assignor, of the name, address and tax identification number of the assignee. Lessee shall
retain all such notices as a register of all assignees and shall make all payments to the assignee or
assignees designated in such register. Lessee agrees to execute all documents, including notices
of assignment,that may be reasonably requested by Lessor or any assignee to protect its interests
in this Agreement and the Property Schedules.'
(d) Section 12.04 Release and Indemnification Covenants is amended to read as follows: "To the
extent permitted by section 768.28, Florida Statutes, Lessee shall indemnify, protect, hold
harmless, save and keep harmless Lessor from and against any and all liability, obligation, loss,
claim and damage whatsoever, regardless of cause thereof, and all expenses in connection
therewith, including, without limitation, counsel fees and expenses, penalties and interest
(collectively,"Losses")arising out of or resulting from the entering into this Agreement,any Property
Schedules hereunder, the ownership of any item of the Property,the loss of federal tax exemption
•
of the interest on any of the Property Schedules,the ordering,acquisition,use,operation,condition,
purchase, delivery, rejection, storage or return of any item of the Property or any accident in
connection with the operation, use, condition, possession, storage or return of any item of the
Property resulting in damage to property or injury to or death to any person; provided,however,that
Lessee shall not be required to indemnify Lessor for Losses arising out of or resulting from Lessor's
own willful or negligent conduct,or for Losses arising out of or resulting from Lessor'preparation of
disclosure material relating to certificates of participation in this Agreement and any Property
Schedule (other than disclosure material provided to Lessor by Lessee). The indemnification
arising under this Section shall continue in full force and effect notwithstanding the full payment of
all obligations under this Agreement, or the applicable Property Schedule, or the termination of the
Lease Term for such Property Schedule for any reason.'
(e) Subsection 13,02(b)is amended to read as follows:
"(b) Lessor may 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 amounts then due
under the Property Schedule, including payments under Section 13.02(a), and (ii) pay Lessor's costs and
expenses associated with the disposition of the Property(including attorneys fees), shall be paid to Lessee or
C4'
11A
such other creditor of Lessee as may be entitled thereto,and further provided that no deficiency shall be allowed
against Lessee;"
(f) The last sentence of Section 13.02 commencing with the word "Notwithstanding' is deleted in its
entirety.
(g) A new Subsection 13.02(e)is added to the Master Agreement to read in its entirety as follows:
"(e) Following an Event of Default or an Event of Nonappropriation hereunder and upon failure of
Lessee to voluntarily comply with Section 6.06 or 13.02(b),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 Schedule 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. Lessor acknowledges that in no event may it compel the use of ad valorem taxing
power to compel Lessee to pay Lease Payments or other payment obligations under this Agreement.°
(h) Section 14.09 Applicable Law is amended to read as follows: "This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida with venue in Collier County."
2. If Lessee utilizes the services of a procurement management program operated by another governmental authority in
connection with the acquisition of Property,Lessee shall be solely responsible for the payment of all rebates,revenues sharing and
other fees payable to such governmental authority in connection with its participation in such program,regardless of whether any
available discount has been applied in determining the amount of proceeds of the Property Schedule payable to the Vendor.
3. If Lessee is a county,Lessee represents and warrants to Lessor that:
(a) If the term of the Property Schedule exceeds five(5)years,Lessee represents and covenants to Lessor that the
Lease Payments with respect thereto are and will be payable from sources other than ad valorem taxes.
(b) The Property Schedule has been approved by the Board of County Commissioners of Lessee.
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: U.S. Bancorp Government Leasing and Lessee:Collie t: nty'
Finance,Inc. /�
If
By: By:
eo gia A. Hiller, Esq.
Name: Name: Chairwoman
. , , Title: Title:
Attest: ()NU I filer 6.36 , C'.l.6Rry
By
Name: inOt_"Niel .1 t 1,
Title: a)c.it,)k{ `�,•
Approved as to form and legality Attest as to Chairrnrl c
es. C J ari signature only,
Assistant County ttorney
CP
11A
Property Schedule No. 1
Master Tax-Exempt Lease/Purchase Agreement
This Property Schedule No. 1 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax-
Exempt Lease/Purchase Agreement(the`Master Agreement"), dated as of November 30, 2013, between U.S. Bancorp Government
Leasing and Finance, Inc.,and Collier County,
•
1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein.
•
Reference is made to the Master Agreement for all representations,covenants and warranties made by Lessee in the execution of this
Property Schedule,unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and
the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise
defined herein shall have the meanings provided in the Master Agreement
2. Commencement Date. The Commencement Date for this Property Schedule is November 30,2013.
3. Property Description and Payment Schedule.The Property subject to this Property Schedule is described in Exhibit 1 hereto. Lessee
shall not remove such property from the locations set forth therein without giving prior written notice to Lessor. The Lease Payment
Schedule for this Property Schedule is set forth in Exhibit 1.
4. Opinion. The Opinion of Lessee's Counsel is attached as Exhibit 2.
5 Lessees Certificate. The Lessee's Certificate is attached as Exhibit 3.
6. Proceeds. Lessor shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit
4.
7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5.
8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Lease
Payments payable under this Property Schedule shall be subject to prepayment in whole at any time by payment of the applicable
Termination Amount set forth in Exhibit 1 (Payment Schedule) and payment of all accrued and unpaid interest through the date of
prepayment.
9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6.
10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed,original Master
Agreement (including this Property Schedule and all ancillary documents) is not received by Lessor at its place of business by
December 15,2013.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their n mes by their duly authorized
representatives as of the Commencement Date above,
Lessor. U.S. Bancorp Government Leasing and Lessee:Colifelr oun
Finance,Inc.
By: By
• _ eorgia . Hiller, Esq.
Name: Name:
Chairwoman
• Title: Title:
Attest: OW oib 'r 1••8119 C4
�J
By �1 -
'� --_
Name: r MlN 4 `�\sl
Titled (lerdG:_.. pest as to Chairman
Approved as to form and legality
/If, l//
e,scignature only.
F
_ � _ '
Assistant County Mt
t.'p.
11A
EXHIBIT 1
Property Description and Payment Schedule
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc.and Collier County.
THE PROPERTY IS AS FOLLOWS: The Property as more fully described in Exhibit A incorporated herein by reference
and attached hereto. It includes 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.
PROPERTY LOCATION:
Address
City,State Zip Code
USE: EKG Monitors/Defibrillators-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.
Lease Payment Schedule
Total Principal Amount: $1,479,985.25
Termination
Payment No. Due Date Lease Principal Interest Amount
Payment Portion Portion (After Making Payment
for said Due Date)
1 30-Nov-2013 257,980.71 257,980.71 0.00 1,258,664.68
2 30-Nov-2014 257,980.71 235,618.03 22,362.68 1,015,978.11
3 30-Nov-2015 257,980.71 239,929.84 18,050.87 768,850.38
4 30-Nov-2016 257,980.71 244,320.55 13,660.16 517,200.21
5 30-Nov-2017 257,980.71 248,791.62 9,189.09 260,944.84
6 30-Nov-2018 257,980.71 , 253.344.51 4,636.20 0.00
' TOTALS: 1 1,547,884.26 1,479,985.25 67,899.01
I • 3Con
, . _ :,�.
Interest Rate: 1:t}: iEg ; •••• --
I HT E.BRoC$c, Clerk
� Lessee: tier County
.ty: w� • ._'r:�..n
.at n's ask.A •
. '.signature,9n1y.. By:
Borgia A. Hiller, Esq.
Approved as to form and legality Name: Chairwoman
(# 10/ --)14
Assistant County • ttarney Title:
0
1 A
EXHIBIT Al
Property Description
(50) New EKG Monitors/Defibrillators and accessories
1
11A
EXHIBIT 2
Lessee's Counsel's Opinion
(To be provided on letterhead of Lessee's counsel]
November 30,2013
U.S. Bancorp Government Leasing and Finance, Inc.
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
Collier County
3299 Tamiami Trail
Naples, FL 34112
RE: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp Government
Leasing and Finance, Inc. and Collier County.
Ladies and Gentlemen:
We have acted as special counsel to Collier County ("Lessee"), in connection with the Master Tax-Exempt
Lease/Purchase Agreement, dated as of November 30, 2013(the"Master Agreement"), between Collier County, as lessee,
and U.S.Bancorp Government Leasing and Finance, Inc. as lessor("Lessor"), and the execution of Property Schedule No. 1
(the"Property Schedule") pursuant to the Master Agreement. We have examined the law and such certified proceedings
and other papers as we deem necessary to render this opinion.
All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement and
Property Schedule.
As to questions of fact material to our opinion, we have relied upon the representations of Lessee in the Master
Agreement and the Property Schedule and in the certified proceedings and other certifications of public officials furnished to
us without undertaking to verify the same by Independent investigation.
Based upon the foregoing,we are of the opinion that, under existing law:
1. 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 Master Agreement and the Property Schedule
and to perform its obligations thereunder.
3. The execution, delivery and performance of the Master Agreement and the Property Schedule by Lessee
has been duly authorized by all necessary action on the part of Lessee.
4. All proceedings of Lessee and its governing body relating to the authorization and approval of the Master
Agreement and the Property Schedule, 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.
5. Lessee has acquired or has arranged for the acquisition of the Property subject to the Property Schedule,
and has entered into the Master Agreement and the Property Schedule, in compliance with all applicable public bidding laws.
6. Lessee has obtained all consents and approvals of other governmental authorities or agencies which may
be required for the execution,delivery and performance by Lessee of the Master Agreement and the Property Schedule.
CA
hA
7. The Master Agreement and the Property Schedule have 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 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.
8. 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
Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the
authority of Lessee to execute the Master Agreement or the Property Schedule,or the validity of the Master Agreement or the
Property Schedule,or the payment of principal of or interest on,the Property Schedule; (c)questioning the constitutionality of
any statute,or the validity of any proceedings,authorizing the execution of the Master Agreement and the Property Schedule;
or(d)affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule.
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 Property Schedule.
Very truly yours,
By:
Dated:
hA
EXHIBIT 3
Lessee's Certificate
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc.and Collier County.
The undersigned, being the duly elected, qualified and acting of the Collier County("Lessee")do
hereby certify,as of November 30,2013, as follows:
1. Lessee did, at a meeting of the governing body of the Lessee held by resolution or
ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of
the above-referenced Property Schedule (the "Property Schedule") and the Master Tax-Exempt Lease/Purchase
Agreement(the"Master Agreement')by the following named representative of Lessee,to wit:
•
NAME TITLE SIGNATURE
OF EXECUTING OFFICIAL OF EXECUTING OFFICIAL OF EXECUTING OFFICIAL
And/Or
2. The above-named representative of the Lessee held at the time of such authorization and holds at the
present time the office set forth above.
3. The meeting(s) of the governing body of the Lessee at which the Master Agreement and the Property
Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by
the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property
Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of
Lessee relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held
within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the
Lessee, if any, and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default or a Nonappropriation Event(as such terms are defined in the Master Agreement)exists at
the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement,
5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the
governing body of Lessee.
6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds
for the current budget year to make the Lease Payments scheduled to come due during the current budget year under the
Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended
for other purposes.
7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any
court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement; (b) questioning the authority of Lessee to execute the Master Agreement or
the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal.of.or• •
interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedingi,•:•'•:•;•
authorizing the execution of the Master Agreement and the Property Schedul-• or )affecting the •rovisions made forthe;• ' •
payment of or security for the Master Agreement and the Property Schedule •
•
Collier County
By:
Georgia A. Hiller, Esq.
Approved as to form asgglity ;r '
Chairwoman
�10 14 ,:. ..- nom' . ��;r ;x;r •ar-ai ;�-r -
Assistant County omey •• ' -t" ''
I W'u�l- •�►:
By:
�i CA
Attest as`ti Chahma s
signature onfy, _ ..
11A 4,
EXHIBIT 4
Payment of Proceeds Instructions
U.S- Bancorp Government Leasing and Finance, Inc,
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
Re: Property Schedule No. 1 (the "Property Schedule") to Master Tax-Exempt Lease/Purchase Agreement
between U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor")and Collier County("Lessee"),
Ladies and Gentlemen:
The undersigned, an Authorized Representative of the Lessee hereby requests and authorizes Lessor to disburse the net
proceeds of the Property Schedule as follows:
Name of Payee:
By Check: By Wire Transfer.
If by check, Payee's Address:
If by wire transfer, instructions as follows:
Pay to Bank Name:
Bank Address:
Bank Phone#:
For Account of:
ABA No.:
,' ■ c.essee: olli- Co ty
1 I
100.- �
•: • , I , Approved as to form and legality
■ 1.'• Georgia A. Hiller, Esq.
P i
1 I Name: Chairwoman Assistant Coun Attorney
1II
114.10 Title:
1 /. ,. .,i!r,,rr
.•- r4
ES 9 ! .P
DWIGH g. = : 0 vI gerk-).
By: �.�..d . AIi�l4i ►®11e
• t Al
i
Atteststfl hai I
signature$ntyr,A-,
hA
EXHIBIT 5
!Acceptance Certificate
U.S. Bancorp Government Leasing and Finance, Inc.
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc.and Collier County
Ladies and Gentlemen:
In accordance with the above-referenced Master Tax-Exempt Lease/Purchase Agreement(the"Master Agreement"), the
undersigned ("Lessee") hereby certifies and represents to, and agrees with, U.S. Bancorp Government Leasing and
Finance, Inc. ("Lessor"), as follows:
(1) The Property, as such terms are defined in the above-referenced Property Schedule, has been acquired,
made, delivered, installed and accepted on the date indicated below.
(2) 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.
(3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of
Default or a Nonappropriation Event(as such terms are defined in the Master Agreement)exists at the date
hereof.
Acceptance Date:
Hie
Approved as to form and legality
Y
m Gj ��i
• :. Georgia A. Hiller, Esq.
. Nam: Chairwoman Assistant Coun Attorney
Title:
i:)WiCHT E. BROCK, Clerk
= W . tI' A ... A*A/
Attest as to Chairman's
signature only.
9
(C l
11 A f.
EXHIBIT 6
Bank Qualification And Arbitrage Rebate]
U.S. Bancorp Government Leasing and Finance, Inc.
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
Re: Property Schedule No. 1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc.and Collier County
Bank Qualified Tax-Exempt Obligation under Section 265
Lessee hereby designates this Property Schedule as a "qualified tax-exempt obligation" as defined in Section
265(b)(3)(B) of the Code. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds
other than qualified 501(c)(3)bonds and including all tax-exempt obligations of subordinate entities of the Lessee)during the
calendar year in which the Commencement Date of this Property Schedule falls, in an amount not exceeding$10,000,000.
Arbitrage Rebate
Eighteen Month Exception:
Pursuant to Treasury Regulations Section 1.148-7(d),the gross proceeds of this Property Schedule will be expended
for the governmental purposes for which this Property Schedule was entered into,as follows: at least 15%within six months
after the Commencement Date, at least 60%within 12 months after the Commencement Date, and 100%within 18 months
after the Commencement Date. If Lessee is unable to comply with Section 1.148-7(d)of the Treasury Regulations, Lessee
shall compute rebatable arbitrage on this Agreement and pay rebatable arbitrage to the United States at least once every five
years,and within 60 days after payment of the final Lease Payment due under this Agreement.
Lessee: oil r Co/nty
f
. App ed as to form and legality /
By:
'//
,
Georgia A. Hiller, Esq.
Assistant Co tyAttorney Name: Chairwoman
Title:
GHT( ='! ' Clem
art► . A�'`r
.�
Attest as to Chairman';
signature only.
11A
Language for UCC Financing Statements
Schedule 1
SECURED PARTY: U,S. Bancorp Government Leasing and Finance, Inc.
DEBTOR: Collier County
This financing statement covers all of Debtor's right,title and interest,whether now owned or hereafter acquired, in and to
the equipment leased to Debtor under Property Schedule No. 1 dated November 30, 2013 to that certain Master Tax-
Exempt Lease Purchase Agreement dated as of November 30, 2013, in each case between Debtor, as Lessee, and
Secured Party, as Lessor, together with all accessions, substitutions and replacements thereto and therefore, and
proceeds (cash and non-cash), including, without limitation, insurance proceeds, thereof, including without limiting, all
equipment described on Exhibit A attached hereto and made a part hereof.
Debtor has no right to dispose of the equipment,
III
ilk -
INSURANCE AUTHORIZATION AND VERIFICATION
Date:November 30,2013 Property Schedule No; 1
To:Collier County(the"Lessee") From:U.S.Bancorp Government Leasing and Finance,Inc.(the
"Lessor")
13010 SW 68th Parkway,Suite 100
Portland,OR 97223
Attn:Francine Neville
TO THE LESSEE: In connection with the above-referenced Property Schedule,Lessor requires proof in the form of this document,
executed by both Lessee`and Lessee's agent,that Lessee's insurable interest in the financed property(the"Property")meets Lessor's
requirements as follows,with coverage including,but not limited to,fire,extended coverage,vandalism,and theft:
Lessor,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 Lessor. All such insurance
shall contain a provision to the effect that such Insurance shall not be canceled or modified without first giving
written notice thereof to Lessor and Lessee at least thirty(30)days in advance of such cancellation or modification.
Lessee must carry GENERAL LIABILITY(and/or,for vehicles,Automobile Liability)in the amount of no less than
$1,000,000.00(one million dollars).
Lessee must carry PROPERTY Insurance(or,for vehicles,Physical Damage Insurance)in an amount no less than the
'Insurable Value'$1,479,985.25,with deductibles no more than$10,000.00.
'Lessee:Please execute this form and return with your document package. Lessor will fax this form to your insurance agency for
endorsement.In lieu of agent endorsement,Lessee's agency may submit insurance certificates demonstrating compliance with all
requirements.If fully executed form(or Lessee-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 Francine Neville at 303-585-4077.
By signing,Lessee 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:
Address:
Phone/Fax:
Email: /
. .
Name: Georgia A. Hiller, Esq. .
•. .
Chairwoman
Title: • • • • • • •
TO THE AGENT: In lieu of providing a certificate,please execute this form in the space below and promptly fax It to
Lessor at 303-585-4732. This fully endorsed form shall serve as proof that Lessee's Insurance meets the above
requirements.
Agent hereby verifies that the above requirements have been met In regard to the Property listed below.
Print Name of Agency:X
By: X
(Agent's Signature)
Print Name:X Date:X
Insurable Value:$1,479,985.25
ATTACHED: PROPERMIDMONV1ON FOR PROPERTY SCHEDULE NO.;1
• t -• Vi Approved as to form ,• legality
s .. 1/11 , aim l
e ."Glit E ER:: , ✓refit`• Assistant County ttorncy
Attest as tiAhairman,s I
signature only.
11A
Notification of Tax Treatment to Tax-Exempt Lease/Purchase Agreement
This Notification of Tax Treatment is pursuant to the Master Tax-Exempt Lease/Purchase Agreement
dated as of November 30, 2013 and the related Property Schedule No. 1 dated November 30, 2013,
between Lessor and Lessee(the"Agreement").
Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes
X Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and
Lessee has included our tax-exemption certificate with this document package
Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no
tax-exemption certificate is issued to us by the State
Lessee agrees that this Property Schedule is a taxable transaction and subject to any/all
taxes
Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those
taxes directly to the State or Vendor
•
IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly
authorized representative.
Lessee: % •Hier Co my
,
By:
:.r_'. A.Hiller, Esq. •
Chairwoman i
Name:
Title:
0.,5sV5 74
G:Rt •tt T
\i
Attest as to,Csjailn�n: s
signature only. ',
ii ///f...Approved as to form and legality
I/ 4 ,// /
Assistant County Attorney
i�"f
Form 8038 -G Information Return for Tax - Exempt Governmental Obligations 11A
(Rev. September 2011) 10, Under Internal Revenue Code section 149(e) OMB No. 1545 -0720
Department of the Treasury 10, See separate instructions.
Internal Revenue Service I Caution: /f the issue price is under $100,000, use Form 8038 -GC.
Reporting Authority If Amended Return. check here ►
Issuer s name
2 Issuer's employer identification number (EIN)
Collier County Board of County Commissioners
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
59- 6000558
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
Room/suite
5 Report number (For IRS Use Only)
3299 Tamiami Trail East
201
3
6 City, town, or post office, state, and ZIP code
7 Date of issue
Naples, FL 34112 -5746
11/30/2013
8 Name of issue
9 CUSIP number
Equipment Lease Purchase Agreement
none
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
10b Telephone number of officer or other
instructions)
employee shown on 1 Oa
Mark Isackson, Director - Corp. Financial and Management Services
Type of Issue (enter the issue price). See the instructions and attach schedule.
(239) 252 -8973
I I cuucavon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . .
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ►
19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . . 10, F-1 If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . IN- ❑
20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► dQ
M25
Description of Obli ations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
'
11/30/2018 1,479,985.25 1,479,985.25 5.0 years 1.83
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest . . ... . . . . . . . . . . . . . .
23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 00
25 Proceeds used for credit enhancement . . . . . . . . . . . 25 00
26 Proceeds allocated to reasonably required reserve or replacement fund 26 00
27 Proceeds used to currently refund prior issues . . . . . . . . . 27 00
28 Proceeds used to advance refund prior issues . . . . . . . . 28 00
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . .
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
D . ti fR
22
00
23
1,a79,9e5
25
29
00
30
1,479,985
25
escrtp ono efunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called (MM /DD/YYYI) . . . . . . ►
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 637735 Form 803$ -G (Rev. 9 -2011)
0
F 11A
orm 8038 G (Rev. 9 -2011) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC ►
c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax- exempt issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool obligation ►
C Enter the EIN of the issuer of the master pool obligation Po-
d Enter the name of the issuer of the master pool obligation ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . ► El
If the issuer has identified a hedge, check here ► El and enter the following information:
b Name of hedge provider Pi-
c Type of hedge ►
d Term of hedge lo-
42 If the issuer has superintegrated the hedge, check box . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intent w adopted ►
UnW-friuy, ry, I d late that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
Signature an, orr , and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
and pro p son that I have authorized above.
Consent ' Geor is A. Hiller, Es g Q. - Chairwoman
horized representative Date Type or print name and title
Paid PnnUType preparer's name Preparer's signature Date PTIN
Check ❑ if
Preparer Self- employed
Use Only irm's name 0- y Firm's EIN ►
Firm's address b- Phone no.
Form 8M-G (Rev. 9 -2011)
DWIGHT 4,13R,OCK,
By: C_
A t t asab Ch4nnaot
Si
proved as to form and le Pi lity
Assistant County Att rney
hA t A
Instructions for Form - 7 Department of the Treasury
kV� Internal Revenue Service
8038-G
(Rev. September 2011 )
Information Return for Tax-Exempt Governmental Obligations
Section references are to the Internal indenture or other bond documents.See Rounding to Whole Dollars
Revenue Code unless otherwise noted. Where To File next. You may show amounts on this return as
General Instructions Where To File whole dollars.To do so,drop amounts
less than 50 cents and increase amounts
Purpose of Form File Form 8038-G,and any attachments, from 50 cents through 99 cents to the
Form 8038-3 is used b issuers of with the Department of the Treasury, next higher dollar.
tax-exempt governmental obli ations to Internal Revenue Service Center,Ogden, Questions on Filing Form
provide the IRS with the information UT 84201, 8038-G g
required by section 149(e)and to monitor Private delivery services. You can use For specific questions on how to file Form
the requirements of sections 141 through certain private delivery services 8038-G send an email to the IRS at
150. designated by the IRS to meet the"timely TaxExemptBondQuestions 'lrs.gov
Who Must File mailing as timely filing/paying"rule for tax and put"Form 8038-G Question"in the
returns and payments.These private subject line.In the email include a
delivery services include only the description of your question,a return
IF the issue price THEN,for tax-exempt following: email address,the name of a contact
(line 21,column(b)) governmental • DHL Express(DHL):DHL Same Day
is... obligations issued Service. person,and a telephone number,
after December 31, • Federal Express(FedEx):FedEx Definitions
1986,issuers must Priority Overnight,FedEx Standard Tax-exempt obligation. This is any
file... Overnight,FedEx 2Day, FedEx obligation,including a bond,installment
$100,000 or more A separate Form International Priority,and FedEx purchase agreement,or financial lease,
8038-3 for each issue International First. on which the interest is excluded from
Less than$100,000 Form 8038-GC, • United Parcel Service(UPS):UPS Next income under section 103.
Information Return for Day Air,UPS Next Day Air Saver,UPS Tax-exempt governmental obligation.
Small Tax-Exempt 2nd Day Air,UPS 2nd Day Air A.M.,UPS A tax-exempt obligation that Is not a
Governmental Bond Worldwide Express Plus,and UPS private activity bond(see below)is a
Issues,Leases,and Worldwide Express, tax-exempt governmental obligation.This
Installment Sales The private delivery service can tell includes a bond issued by a qualified
you how to get written proof of the mailing volunteer fire department under section
date. 150(e).
AFor all build America bonds and
recovery zone economic Other Forms That May Be Private activity bond. This includes an
".*io. development bonds use Form Required obligation issued as part of an Issue in
8038-6,Information Return for Build which:
America Bonds and Recovery Zone For rebating arbitrage(or paying a • More than 10%of the proceeds are to
Economic Development Bonds.For tax penalty in lieu of arbitrage rebate)to the be used for any private activity business
credit bonds and specified tax credit Federal government,use Form 8038-T, use,and
bonds use Form 8038-TC,Information Arbitrage Rebate,Yield Reduction and • More than 10%of the payment of
I Return for Tax Credit Bonds and Penalty in Lieu of Arbitrage Rebate. principal or interest of the issue is either
I Specified Tax Credit Bonds. For private activity bonds,use Form (a)secured by an interest in property to
P Y be used for a private business use(or
When To File 8038,Information Return for Tax-Exempt payments for such property)or(b)to be
File Form 8038-G on or before the 15th Private Activity Bond Issues. derived from payments for property(or
day of the 2nd calendar month after the For build America bonds(Direct Pay), borrowed money)used for a private
close of the calendar quarter in which the business use.
bond is issued.Form 8038-3 may not be build America bonds(Tax Credit),and It also includes a bond,the proceeds
filed before the issue date and must be recovery zone economic development p
bonds,complete Form 8038-B, of which(a)are to be used directly or
completed based on the facts as of the Information Return for Build America indirectly to make or finance loans(other
issue date. Bonds and Recovery Zone Economic than loans described in section 141(c)(2))
Late filing. An issuer may be granted an Development Bonds. to persons other than governmental units
extension of time to file Form 8038-3 and(b)exceeds the lesser of 5%of the
under Section 3 of Rev.Proc.2002-48, For qualified forestry conservation proceeds or$5 million.
2002-37 I.R.B.531,if it is determined that bonds,new clean renewable energy Issue price. The issue price of
the failure to file timely is not due to willful bonds,qualified energy conservation obligations is generally determined under
neglect.Type or print at the top of the bonds,qualified zone academy bonds, Regulations section 1.148-1(b).Thus,
form"Request for Relief under section 3 qualified school construction bonds,clean when issued for cash,the issue price is
of Rev.Proc.2002-48"and attach a letter renewable energy bonds,Midwestern tax the first price at which a substantial
explaining why Form 8038-G was not credit bonds,and all other qualified tax amount of the obligations are sold to the
submitted to the IRS on time.Also credit bonds(except build America public.To determine the issue price of an
indicate whether the bond issue in bonds),file Form 8038-TC,Information obligation issued for property,see
question is under examination by the IRS. Return for Tax Credit Bonds and sections 1273 and 1274 and the related
Do not submit copies of the trust Specified Tax Credit Bonds. regulations.
i
i Sep 20,2011 Cat.No.63774D
hA f .
Issue. Generally,obligations are treated return for the same date of Issue.If you exchanges the bonds that are part of the
as part of the same issue if they are are filing to correct errors or change a issue for the underwriter's(or other
issued by the same issuer,on the same previously filed return,check the purchaser's)funds.For a lease or
date,and in a single transaction,or a Amended Return box in the heading of installment sale,enter the date interest
series of related transactions.However, the form. starts to accrue in a MM/DD/YYYY
obligations issued during the same The amended return must provide all format.
calendar year(a)under a loan agreement the information reported on the original Line 8. If there is no name of the issue,
under which amounts are to be advanced return,in addition to the new or corrected please provide other identification of the
periodically(a"draw-down loan")or(b) information.Attach an explanation of the issue.
with a term not exceeding 270 days,may reason for the amended return and write
be treated as part of the same issue if the across the top,"Amended Return Line 9. Enter the CUSIP(Committee on
obligations are equally and ratably Explanation."Failure to attach an Uniform Securities Identification
secured under a single indenture or loan explanation may result in a delay in Procedures)number of the bond with the
agreement and are issued under a processing the form, latest maturity.If the issue does not have
common financing arrangement(for Line 1. The issuer's name is the name of a CUSIP number,write"None."
example,
tateme,under the same official the entity issuing the obligations,not the Line 10a. Enter the name and title of the
statement periodically ircu updated t ce ). reflect Also,for name of the entity receiving the benefit of officer or other employee of the issuer
changing factual ciunder a draw- Awn,for the financing.For a lease or installment whom the IRS ma cal for more
obligations issued under menu draw-down the sale,the issuer is the lessee or the information.If the issuer wishes to
loan that meet the requirements of the
preceding sentence,obligations issued purchaser. designate a person other than an officer
during different calendar years may be Line 2. An issuer that does not have an or other employee of the issuer(including
treated as part of the same issue if all of employer identification number(EIN) a legal representative or paid preparer)
the amounts to be advanced under the should apply for one on Form SS-4, whom the IRS may call for more
draw-down loan are reasonably expected Application for Employer Identification information about the return,enter the
to be advanced within 3 years of the date Number.You can get this form on the IRS name,title,and telephone number of
of issue of the first obligation.Likewise, website at IRS.gov or by calling such person on lines 3a and 3b.
obligations(other than private activity 1-800-TAX-FORM(1-800-829-3676).You Complete lines 10a and 10b even
bonds)issued under a single agreement may receive an EIN by telephone by A. If you complete lines 3a and 3b.
that is in the form of a lease or installment following the instructions for Form SS-4. C,ll„
sale may be treated as part of the same Line 3a. If the issuer wishes to authorize
issue if all of the property covered by that a person other than an officer or other Part II—Type of Issue
agreement is reasonably expected to be employee of the issuer(including a legal yp
delivered within 3 years of the date of representative or paid preparer)to Elections referred to in Part II are
issue of the first obligation. communicate with the IRS and whom the ® made on the original bond
Arbitrage rebate. Generally,interest on IRS may contact about this return Lee oM documents,not on this form.
a state or local bond is not tax-exempt (including in writing or by telephone),
unless the issuer of the bond rebates to enter the name of such person here,The Identify the type of obligations issued
the United States arbitrage profits earned person listed in line 3a must be an by entering the corresponding issue price
from investing proceeds of the bond in individual.Do not enter the name and title (see Issue price under Definitions earlier).
higher yielding nonpurpose investments. of an officer or other employee of the Attach a schedule listing names and EINs
See section 148(f). issuer here(use line 1 Oa for that of organizations that are to use proceeds
Construction issue. This is an issue of purpose). of these obligations,if different from those
tax-exempt bonds that meets both of the Note. By authorizing a person other than of the issuer,include a brief summary of
following conditions: an authorized officer or other employee of the use and indicate whether or not such
1. At least 75%of the available the issuer to communicate with the IRS user is a governmental or
construction proceeds are to be used for and whom the IRS may contact about this nongovernmental entity.
construction expenditures with respect to return,the issuer authorizes the IRS to Line 18. Enter a description of the issue
property to be owned by a governmental communicate directly with the individual in the space provided.
unit or a section 501(c)(3)organization, entered on line 3a and consents to
and disclose the issuer's return information to Line 19. If the obligations are short-term
2. All the bonds that are part of the that individual,as necessary,to process tax anticipation notes or warrants(TANS)
issue are qualified 501(c)(3)bonds, this return. or short-term revenue anticipation notes
bonds that are not private activity bonds, Lines 4 and 6. If you listed an individual or warrants(RANs),check box 19a.If the
or private activity bonds issued to finance on line 3a to communicate with the IRS obligations are short-term bond
property to be owned by a governmental and whom the IRS may contact about this anticipation notes(BANs),issued with the
unit or a section 501(c)(3)organization. return,enter the number and street(or expectation that they will be refunded with
P.O.box if mail is not delivered to street the proceeds of long-term bonds at some
In lieu of rebating any arbitrage that future date
address),city,town,or post office,state, ,check box 19b.Do not check
may be owed to the United States,the both boxes.
issuer of a construction issue may make and r ZIP is u of that person,Otherwise,
(or
an irrevocable election to pay a penalty. enter the issuer's number and street(or Line 20. Check this box if property other
The penalty is equal to 1,/2%pay a the P.O.box if mail is not delivered to street than cash is exchanged for the obligation,
amount of construction proceeds that do address),city,town,or post office,state, for example,acquiring a police car,a fire
not meet certain spending requirements. and ZIP code. truck,or telephone equipment through a
See section 148(f)(4)(C)and the Note. The address entered on lines 4 series of monthly payments.(This type of
Instructions for Form 8038-T. and 6 is the address the IRS will use for obligation is sometimes referred to as a
• all written communications regarding the "municipal lease.")Also check this box if
Specific Instructions processing of this return,including any real property is directly acquired in
P notices, exchange for an obligation to make
Part I—Reporting Authority Llne 5. This line is for IRS use only.Do periodic payments of interest and
not make any entries in this box. principal.Do not check this box if the
Amended return. An issuer may file an y proceeds of the obligation are received in
amended return to change or add to the Line 7. The date of issue is generally the the form of cash,even if the term"lease"
information reported on a previously filed date on which the issuer physically is used in the title of the issue.
-2-
11A 11.14
Part III-Description of principal,interest,or call premium on any the conditions of the private business
Obligations other issue of bonds after 90 days of the tests or the private loan financing test to
date of issue,including proceeds that will be met,then such issue is also an issue
Line 21. For column(a),the final be used to fund an escrow account for of private activity bonds.Regulations
maturity date is the last date the issuer this purpose. section 1.141-2(d)(3)defines a deliberate
must redeem the entire issue. action as any action taken by the issuer
For column(b),see Issue price under Part V-Description of that Is within its control regardless of
Definitions earlier. Refunded Bonds whether there is intent to violate such
For column(c),the stated redemption Complete this part only if the bonds are to tests.Regulations section 1,141.12
price at maturity of the entire issue is the be used to refund a prior issue of explains the conditions to taking remedial
sum of the stated redemption prices at tax-exempt bonds.For a lease or action that prevent an action that causes
maturity of each bond issued as part of installment sale,write"N/A"in the space an issue to meet the private business
the issue.For a lease or installment sale, to the right of the title for Part V. tests or private loan financing test from
write"N/A"in column(c). Linea 31 and 32. The remaining being treated as a deliberate action.
For column(d),the weighted average weighted average maturity is determined Check the box if the Issuer has
maturity is the sum of the products of the without regard to the refunding.The established written procedures to ensure
issue price of each maturity and the weighted average maturity is determined timely remedial action for all nonqualified
number of years to maturity(determined in the same manner as on line 21,column bonds according to Regulations section
1.141-12 or other remedial actions
separately for each maturity and by taking (d).
authorized by the Commissioner under
into account mandatory redemptions), Line 34. If more than a single issue of
divided by the issue price of the entire bonds will be refunded,enter the date of Regulations section 1.141 12(h).
issue(from line 21,column(b)).For a issue of each issue.Enter the date in an Une 44. Check the box if the issuer has
lease or installment sale,enter instead MM/DD/YYYY format. established written procedures to monitor
the total number of years the lease or Part VI-Miscellaneous compliance with the arbitrage,yield
installment sale will be outstanding, restriction,and rebate requirements of
For column(e),the yield,as defined in Line 35. An allocation of volume cap is section 148.
section 148(h),is the discount rate that, required if the nonqualified amount for the Line 45a. Check the box if some part of
when used to compute the present value issue is more than$15 million but is not the proceeds was used to reimburse
of all payments of principal and interest to more than the amount that would cause expenditures.Figure and then enter the
be paid on the obligation,produces an the issue to be private activity bonds. amount of proceeds that are used to
amount equal to the purchase price, Une 36. If any portion of the gross reimburse the issuer for amounts paid for
including accrued interest.See proceeds of the issue is or will be a qualified purpose prior to the issuance
Regulations section 1.148-4 for specific invested in a guaranteed investment of the bonds.See Regulations section
rules to compute the yield on an issue.If contract(GIC),as defined in Regulations 1.150-2.
the issue is a variable rate issue,write section 1.148-1(b),enter the amount of Line 45b. An issuer must adopt an
"VR"as the yield of the issue.For other the gross proceeds so Invested,as well official intent to reimburse itself for
than variable rate issues,carry the yield as the final maturity date of the GIC and preissuance expenditures within 60 days
out to four decimal places(for example, the name of the provider of such contract. after payment of the original expenditure
5.3125%).If the issue is a lease or Line 37. Enter the amount of the unless excepted by Regulations section
installment sale,enter the effective rate of proceeds of this issue used to make a 1.150-2(f).Enter the date the official
interest being paid. loan to another governmental unit,the intent was adopted,See Regulations
Part IV-Uses of Proceeds of interest of which is tax-exempt. section 1.150-2(e)for more information
Bond Issue Line 38. If the issue is a loan of about official intent.
For a lease or installment sale,write"N/A" proceeds from another tax-exempt issue, Signature and Consent
In the space to the right of the title for Part check and box and enter the dam of issue, An authorized representative of the issuer
IV pool and name of issuer of the master must sign Form 8038-G and an
pool obligation. g any
• Line 22. Enter the amount of proceeds applicable certification.Also print the
Line 40. Check this box if the issue is a
that will be used to pay interest from the construction issue and an irrevocable name and title of the person signing Form
date the bonds are dated to the date of 8038-G.The authorized representative of
election to pay a penalty In lieu of
issue. the issuer signing this form must have the
arbitrage rebate has been made on or authority to consent to the disclosure of
• Line 24. Enter the amount of the before the date the bonds were Issued. y
proceeds that will be used to pay bond The penalty is payable with a Form the issuer's return information,as
issuance costs,including fees for trustees 8038-T for each 6-month period after the necessary to process this return,to the
and bond counsel.If no bond proceeds date the bonds are issued.Do not make person(s)that have been designated in
will be used to pay bond issuance costs, Form 8038-G.
P Y any payment of penalty in lieu of arbitrage Note. If the issuer in Part 1,lines 3a and
enter zero.Do not leave this line blank. rebate with this form.See Rev.Proc. N N authorizes the IRS to communicate
Line 25. Enter the amount of the 92-22, 1992.1 C.B.736 for rules
proceeds that will be used to pay fees for regarding the"election document." (including in writing and by telephone)
credit enhancement that are taken into Line 41a. Check this box if the issuer with a person other than an officer or
account in determining the yield on the has identified a hedge on its books and other employee of the Issuer,by signing
issue for purposes of section 148(h)(for records according to Regulations sections this form,the issuer's authorized
example,bond insurance premiums and 1.148-4(h)(2)(viii)and 1.148-40)(5)that representative consents to the disclosure
certain fees for letters of credit). permit an issuer of tax-exempt bonds to of the issuer's return information,as
Line 26. Enter the amount of proceeds identify a hedge for it to be included in necessary to process this return,to such
that will be allocated to such a fund. yield calculations for computing arbitrage. person.
Line 27. Enter the amount of the Line 42. In determining if the Issuer has Paid Preparer
proceeds that will be used to pay super-integrated a hedge,apply the rules If an authorized officer of the issuer filled
principal,interest,or call premium on any of Regulations section 1.148-4(h)(4).If in this return,the paid preparer's space
other issue of bonds within 90 days of the the hedge is super-integrated,check the should remain blank.Anyone who
date of issue. box. prepares the return but does not charge
Line 28. Enter the amount of the Line 43. If the issuer takes a"deliberate the organization should not sign the
proceeds that will be used to pay action"after the issue date that causes return.Certain others who prepare the
-3-
11 A .0
return should not sign.For example,a the information.We need it to ensure that Learning about the law or 2 hr.,41 min.
regular,full-time employee of the issuer, you are complying with these laws. the form
such as a clerk,secretary,etc.,should You are not required to provide the Preparing,copying, 3 hr.,3 min.
not sign. information requested on a form that is assembling,end sending
Generally,anyone who is paid to subject to the Paperwork Reduction Act the form to the IRS
prepare a return must sign it and fill in the unless the form displays a valid OMB If you have comments concerning the
other blanks in the Paid Preparer Use control number.Books or records relating accuracy of these time estimates or
Only area of the return. to a form or its instructions must be suggestions for making this form simpler,
The paid preparer must: retained as long as their contents may we would be happy to hear from you.You
• Sign the return in the space provided become material in the administration of can write to the Internal Revenue Service,
for the preparer's signature(a facsimile any Internal Revenue law.Generally,tax Tax Products Coordinating Committee,
signature is acceptable), returns and return information are SE:W:CAR:MP:T:M:S,1111 Constitution
• Enter the preparer information,and confidential,as required by section 6103. Ave.NW,IR-6526,Washington,DC
• Give a copy of the return to the issuer, The time needed to complete and file 20224.Do not send the form to this
Paperwork Reduction Act Notice. We this form varies depending on individual office.Instead,see Where To File.
Pe circumstances.The estimated average
ask for the information on this form to time is
carry out the Internal Revenue laws of the
United States.You are required to give us
1
I
-4-
11A P
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Escrow Agreement") is made as of November 30, 2013 by and
among U.S. Bancorp Government Leasing and Finance, Inc. ("Lessor'), Collier County ("Lessee') and
U.S.BANK NATIONAL ASSOCIATION,as escrow agent("Escrow Agent').
Lessor and Lessee have heretofore entered into that certain Master Tax-Exempt Lease/Purchase
Agreement dated as of November 30, 2013 (the "Master Agreement') and a Property Schedule No. 1
thereto dated November 30, 2013 (the "Schedule" and, together with the terms and conditions of the
Agreement incorporated therein, the "Agreement'). The Schedule contemplates that certain personal
property described therein (the "Equipment") is to be acquired from the vendor(s) or manufacturer(s)
thereof(the "Vendor'). After acceptance of the Equipment by Lessee,the Equipment is to be financed by
Lessor to Lessee pursuant to the terms of the Agreement.
The Master Agreement further contemplates that Lessor will deposit an amount equal to the
anticipated aggregate acquisition cost of the Equipment(the`Purchase Price'), being $1,479,985.25,with
Escrow Agent to be held in escrow and applied on the express terms set forth herein. Such deposit,
together with all interest and other additions received with respect thereto(hereinafter the "Escrow Fund')
is to be applied to pay the Vendor its invoice cost(a portion of which may, if required, be paid prior to final
acceptance of the Equipment by Lessee); and, if applicable, to reimburse Lessee for progress payments
already made by it to the Vendor of the Equipment.
The parties desire to set forth the terms on which the Escrow Fund is to be created and to
establish the rights and responsibilities of the parties hereto.
Now, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth
herein. The moneys and investments held in the Escrow Fund are irrevocably held in trust for the benefit
of Lessee and Lessor, and such moneys, together with any income or interest earned thereon, shall be
expended only as provided in this Escrow Agreement, and shall not be subject to levy or attachment or
lien by or for the benefit of any creditor of either Lessee or Lessor. Lessor, Lessee and Escrow Agent
intend that the Escrow Fund constitute an escrow account in which Lessee has no legal or equitable right,
title or interest until satisfaction in full of all conditions contained herein for the disbursement of funds by
the Escrow Agent therefrom. However, if the parties' intention that Lessee shall have no legal or
equitable right, title or interest until all conditions for disbursement are satisfied in full is not respected in
any legal proceeding, the parties hereto intend that Lessor have a security interest in the Escrow Fund,
and such security interest is hereby granted by Lessee to secure payment of all sums due to Lessor
under the Master Agreement. For such purpose, Escrow Agent hereby agrees to act as agent for Lessor
in connection with the perfection of such security interest and agrees to note, or cause to be noted, on all
books and records relating to the Escrow Fund,the Lessor's interest therein.
2. On such day as is determined to the mutual satisfaction of the parties (the "Closing Date"),
Lessor shall deposit with Escrow Agent cash in the amount of the Purchase Price,to be held in escrow by
Escrow Agent on the express terms and conditions set forth herein.
On the Closing Date, Escrow Agent agrees to accept the deposit of the Purchase Price by
Lessor, and further agrees to hold the amount so deposited together with all interest and other additions
received with respect thereto, as the Escrow Fund hereunder, in escrow on the express terms and
conditions set forth herein.
3. Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for
that express purpose, which shall be clearly identified on the books and records of Escrow Agent as
being held in its capacity as Escrow Agent. Securities and other negotiable instruments comprising the
CA
11A
Escrow Fund from time to time shall be held or registered in the name of Escrow Agent(or its nominee).
The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or
lien by or for the benefit of any creditor of any of the parties hereto (except with respect to the security
interest therein held by Lessor).
4. The cash comprising the Escrow Fund from time to time shall be invested and reinvested
by Escrow Agent in one or more investments as directed by Lessee. Absent written direction from
Lessee, the cash will be invested in the U.S. Bank National Association Money Market Deposit Fund. See
Exhibit 1 Investment Direction Letter. Lessee represents and warrants to Escrow Agent and Lessor that
the investments selected by Lessee for investment of the Escrow Fund are permitted investments for
Lessee under all applicable laws. Escrow Agent will use due diligence to collect amounts payable under
a check or other instrument for the payment of money comprising the Escrow Fund and shall promptly
notify Lessee and Lessor in the event of dishonor of payment under any such check or other instruments.
Interest or other amounts earned and received by Escrow Agent with respect to the Escrow Fund shall be
deposited in and comprise a part of the Escrow Fund. Escrow Agent shall maintain accounting records
sufficient to permit calculation of the income on investments and interest earned on deposit of amounts
held in the Escrow Fund. The parties acknowledge that to the extent regulations of the Comptroller of
Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security
transactions of the escrow,the parties waive receipt of such confirmations,to the extent permitted by law.
The Escrow Agent shall furnish a statement of security transactions on its regular monthly reports.
Attached as Exhibit 6 is the Class Action Negative Consent Letter to be reviewed by Lessee.
5. Upon request by Lessee and Lessor, Escrow Agent shall send monthly statements of
account to Lessee and Lessor,which statements shall set forth all withdrawals from and interest earnings
on the Escrow Fund as well as the investments in which the Escrow Fund is invested.
6. Escrow Agent shall take the following actions with respect to the Escrow Fund:
(a) Upon Escrow Agent's acceptance of the deposit of the Purchase Price, an
amount equal to Escrow Agent's set-up fee, as set forth on Exhibit 2 hereto, shall be disbursed
from the Escrow Fund to Escrow Agent in payment of such fee.
(b) Escrow Agent shall pay costs of the Equipment upon receipt of a duly executed
Requisition Request (substantially in the format of Exhibit 3) signed by Lessor and Lessee.
Lessor's authorized signatures are provided in Exhibit 5. Lessee's authorized signatures will be
provided in Exhibit 3 of Master Lease Purchase Agreement. Escrow Agent will use best efforts to
process requests for payment within one(1)business day of receipt of requisitions received prior
to 2:00 p.m. Central Time. The final Requisition shall be accompanied by a duly executed
Acceptance Certificate form attached as Exhibit 4 hereto.
(c) Upon receipt by Escrow Agent of written notice from Lessor that an Event of
Default or an Event of Nonappropriation (if provided for under the Master Agreement) has
occurred under the Agreement, all funds then on deposit in the Escrow Fund shall be paid to
Lessor for application in accordance with the Master Agreement, and this Escrow Agreement
shall terminate.
(d) Upon receipt by Escrow Agent of written notice from Lessor that the purchase
price of the Equipment has been paid in full, Escrow Agent shall pay the funds then on deposit in
the Escrow Fund to Lessor to be applied first to the next Lease Payment due under the Master
Agreement, and second, to prepayment of the principal component of Lease Payments in inverse
order of maturity without premium. To the extent the Agreement is not subject to prepayment,
Lessor consents to such prepayment to the extent of such prepayment amount from the Escrow
Fund. Upon disbursement of all amounts in the Escrow Fund, this Escrow Agreement shall
terminate.
CA
11A
(e) This Escrow Agreement shall terminate eighteen (18) months from the date of
this Escrow Agreement. It may, however, be extended by mutual consent of Lessee and Lessor
in writing to Escrow Agent. All funds on deposit in the Escrow Fund at the time of termination
under this paragraph, unless otherwise directed by Lessee in writing (electronic means
acceptable),shall be transferred to Lessor.
7. The fees and expenses, including any legal fees, of Escrow Agent incurred in connection
herewith shall be the responsibility of Lessee. The basic fees and expenses of Escrow Agent shall be as
set forth on Exhibit 2 and Escrow Agent is hereby authorized to deduct such fees and expenses from the
Escrow Fund as and when the same are incurred without any further authorization from Lessee or
Lessor. Escrow Agent may employ legal counsel and other experts as it deems necessary for advice in
connection with its obligations hereunder. Escrow Agent waives any claim against Lessor with respect to
compensation hereunder.
8. Escrow Agent shall have no liability for acting upon any written instruction presented by Lessor in
connection with this Escrow Agreement, which Escrow Agent in good faith believes to be genuine.
Furthermore, Escrow Agent shall not be liable for any act or omission in connection with this Escrow
Agreement except for its own negligence,willful misconduct or bad faith. Escrow Agent shall not be liable
for any loss or diminution in value of the Escrow Fund as a result of the investments made by Escrow
Agent.
9. Escrow Agent may resign at any time by giving thirty(30) days' prior written notice to
Lessor and Lessee. Lessor may at any time remove Escrow Agent as Escrow Agent under this Escrow
Agreement upon written notice. Such removal or resignation shall be effective on the date set forth in the
applicable notice. Upon the effective date of resignation or removal, Escrow Agent will transfer the
Escrow Fund to the successor Escrow Agent selected by Lessor.
10. Lessee hereby represents, covenants and warrants that pursuant to Treasury Regulations
Section 1.148-7(d), the gross proceeds of the Agreement will be expended for the governmental
purposes for which the Agreement was entered into, as follows: at least 15%within six months after the
Commencement Date, such date being the date of deposit of funds into the Escrow Fund, at least 60%
within 12 months after the Commencement Date, and 100%within 18 months after the Commencement
Date. If Lessee is unable to comply with Section 1.148-7(d)of the Treasury Regulations, Lessee shall,at
its sole expense and cost,compute rebatable arbitrage on the Agreement and pay rebatable arbitrage to
the United States at least once every five years, and within 60 days after payment of the final rental or
Lease Payment due under the Agreement.
11. In the event of any disagreement between the undersigned or any of them, and/or any
other person, resulting in adverse claims and demands being made in connection with or for any moneys
involved herein or affected hereby, Escrow Agent shall be entitled at its option to refuse to comply with
any such claim or demand, so long as such disagreement shall continue, and in so refusing Escrow
Agent may refrain from making any delivery or other disposition of any moneys involved herein or
affected hereby and in so doing Escrow Agent shall not be or become liable to the undersigned or any of
them or to any person or party for its failure or refusal to comply with such conflicting or adverse
demands,and Escrow Agent shall be entitled to continue so to refrain and refuse so to act until:
(a)the rights of the adverse claimants have been finally adjudicated in a court assuming
and having jurisdiction of the parties and the moneys involved herein or affected hereby; or
(b) all differences shall have been adjusted by Master Agreement and Escrow Agent
shall have been notified thereof in writing signed by all of the persons interested.
•
12. All notices (excluding billings and communications in the ordinary course of business)
hereunder shall be in writing, and shall be sufficiently given and served upon the other party if delivered
(a)personally, (b)by United States registered or certified mail, return receipt requested, postage prepaid,
(c)by an overnight delivery by a service such as Federal Express or Express Mail from which written
S
hA
confirmation of overnight delivery is available, or (d)by facsimile with a confirmation copy by regular
United States mail, postage prepaid, addressed to the other party at its respective address stated below
the signature of such party or at such other address as such party shall from time to time designate in
writing to the other party,and shall be effective from the date of mailing.
13, This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties
hereto and their respective successors and assigns. No rights or obligations of Escrow Agent under this
Escrow Agreement may be assigned without the prior written consent of Lessor.
14. This Escrow Agreement shall be governed by and construed in accordance with the laws in
the state of the Escrow Agent's location. This Escrow Agreement constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification
or change of terms hereof shall bind any party unless in writing signed by all parties.
15. This Escrow Agreement and any written direction may be executed in two or more
counterparts,which when so executed shall constitute one and the same agreement or direction.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly
executed as of the day and year first above set forth.
U.S. Bancorp Government Leasing and
Finance, Inc., as Lessor
By:
Name:
Title:
Address: 01,) SW 68°1 Parkway,Suite 100
Po 1-nd, R 97223
C011i:r Co , !s essee
Approved as to form and legality ffv,
By.
0
Name: Georgia A. Hiller, Esq.
Assistant County homey Chairwoman
Title: - -
Address:3299 Tamiami Trail
Naples,FL 34112
U.S. BANK NATIONAL ASSOCIATION, as Escrow
Agent
By:
Name:
Title:
Address:U.S. Bank National Association
950 17°1 Street, 12°'Floor
Denver AOp202
...... 11!yD
BR 0_ K1 Teri; i
a- r I !r
Ian& Ally
Attest, ._.
signature only.
hA
EXHIBIT 1
INVESTMENT DIRECTION LETTER
U.S. Bank National Association
950 17th Street, 12th Floor
Denver,CO 80202
Re: Escrow Agreement dated as of November 30, 2013, U.S. Bancorp Government Leasing and
Finance, Inc. as Lessor, Collier County as Lessee, and U.S Bank National Association as Escrow
Agent
Ladies and Gentlemen:
Pursuant to the above-referenced Escrow Agreement,$1,479,985.25 will be deposited in escrow
with you on or about November 30,2013. Such funds shall be invested in one or more of the following
qualified investments in the amounts indicated:
U.S. Bank Money Market Deposit Account
Agent is hereby directed to deposit and invest funds in the U.S. Bank Money Market Deposit Savings
Account. Depositors acknowledge that the U. S. Bank Money Market Deposit Account is a U. S. Bank
National Association ("U.S. Bank") interest-bearing money market deposit account designed to meet the
needs of U.S. Bank's Corporate Trust Services Escrow Group and other Corporate Trust customers of
U.S. Bank. Selection of this investment includes authorization to place funds on deposit with U.S. Bank.
U. S. Bank uses the daily balance method to calculate interest on this account(actual/365 or 366). This
method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued
daily and credited monthly to the account. Interest rates currently offered on the accounts are determined
at U. S. Bank's discretion and may be tiered by customer deposit amount. The owner of the accounts is
U. S. Bank as Agent for its trust customers. U.S. Bank's trust department performs all account deposits
and withdrawals. Each customer's deposit is insured by the Federal Deposit Insurance Corporation as
determined under FDIC Regulations, up to applicable FDIC limits. Any and all interest earned on the
Assets after the deposit shall be added to the Assets and shall become a part thereof. Agent shall
thereafter hold, maintain and utilize the Assets pursuant to the terms and conditions of this Agreement.
Depositors shall provide Agent with a W-9 or original W-8 IRS tax form prior to the disbursement of
interest and Agent will file the appropriate 1099 or other required forms pursuant to Federal and Florida
laws. A statement of citizenship will be provided if requested by Agent. Agent shall not be responsible
for maximizing the yield on the Assets. Agent shall not be liable for losses, penalties or charges incurred
upon any sale or purchase of any such investment.
Very tru • •'rs,
•
L-A�s ,. .»> .,t
Name: Georgia A. Hiller, Esq.
I'
Chairwoman
�tte�tas#p�;.' i��r 5 Title: . . • . • .
s�gna •►reonIV "
Approved as to form and legality
• J.14e
Assistant Co Attorney
LA
11A
EXHIBIT 2
Schedule of Fees for Services as
Escrow Agent
For
Collier County
Equipment Lease Purchase Escrow
CTS01010A Acceptance Fee The acceptance fee includes the administrative review of WAIVED
documents, initial set-up of the account,and other reasonably required
services up to and including the closing. This is a one-time, non-refundable
fee, payable at closing.
CTS04460 Escrow Agent Annual fee for the standard escrow agent services WAIVED
associated with the administration of the account. Administration fees are
payable in advance.
Direct Out of Pocket Expenses Reimbursement of expenses associated At Cost
with the performance of our duties, including but not limited to publications,
legal counsel after the initial close,travel expenses and filing fees.
Extraordinary Services Extraordinary Services are duties or
responsibilities of an unusual nature, including termination,but not provided
for in the governing documents or otherwise set forth in this schedule.A
reasonable charge will be assessed based on the nature of the services and
the responsibility involved.At our option,these charges will be billed at a flat
fee or at our hourly rate then in effect.
Account approval is subject to review and qualification. Fees are subject to change at our
discretion and upon written notice. Fees paid in advance will not be prorated. The fees set
forth above and any subsequent modifications thereof are part of your agreement.
Finalization of the transaction constitutes agreement to the above fee schedule, including
agreement to any subsequent changes upon proper written notice. In the event your
transaction is not finalized, any related out-of-pocket expenses will be billed to you directly.
Absent your written instructions to sweep or otherwise invest, all sums in your account will
remain uninvested and no accrued interest or other compensation will be credited to the
account. Payment of fees constitutes acceptance of the terms and conditions set forth.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT:
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 person who opens an account.
For a non-individual person such as a business entity,a charity,a Trust or other legal
entity we will ask for documentation to verify its formation and existence as a legal
entity. We may also ask to see financial statements, licenses, Identification and
authorization documents from individuals claiming authority to represent the entity or
other relevant documentation.
EXHIBIT 3
1 1 A
REQUISITION REQUEST
The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under
that certain Escrow Agreement dated as of November 30, 2013 (the "Escrow Agreement") by and among U.S.
Bancorp Government Leasing and Finance, Inc. (the °Lessor"), Collier County (the "Lessee"), and U.S. Bank
National Association (the "Escrow Agent"), the amount set forth below to the named payee(s). The amount
shown is due and payable under a purchase order or contract (or has been paid by and not previously
reimbursed to Lessee) with respect to equipment being financed under that certain Master Tax-Exempt Lease
Purchase Agreement dated as of November 30, 2013 (the "Master Agreement') and Property Schedule No. 1
thereto dated November 30, 2013 (the °Schedule"and, together with the terms and conditions of the Master
Agreement incorporated therein, the "Master Agreement"), by and between the Lessor and the Lessee, and has
not formed the basis of any prior requisition request.
PAYEE AMOUNT INVOICE N0. EQUIPMENT
Total requisition amount$
The undersigned,as Lessee under the Master Agreement,hereby certifies:
1. The items of the Equipment being acquired with the proceeds of this disbursement have been delivered and
installed at the location(s) contemplated by the Master Agreement. The Lessee has conducted such inspection
and/or testing of the Equipment being acquired with the proceeds of this disbursement as it deems necessary and
appropriate,and such Equipment has been accepted by Lessee.
2. The costs of the Equipment to be paid from the proceeds of this disbursement have been properly incurred,
are a proper charge against the Escrow Fund and have not been the basis of any previous disbursement.
3. No part of the disbursement requested hereby will be used to pay for materials not yet incorporated into the
Equipment or for services not yet performed in connection therewith.
4. The Equipment is covered by insurance in the types and amounts required by the Agreement.
5. No Event of Default or Event of Nonappropriation (if applicable), as each such term is defined in the Master
Agreement, and no event which with the giving of notice or lapse of time, or both,would become such an Event of
Default or Event of Nonappropriation has occurred and is continuing on the date hereof.
6. If Lessee paid an invoice prior to the commencement date of the Master Agreement, and is requesting
reimbursement for such payment, Lessee has satisfied the requirements for reimbursement set forth in Treas.
Reg. §1.150-2.
Request Date:
Lessor: U.S. Bancorp Government Leasing Lessee: Colli C my
::d Finance, Inc.
By
Name: Name: Georgia A. Hiller, Esq.
rGI tygpirwoman
Title:
••, Title: :. ••.•..••
C C 44/ zi 4" /
444.1"' �4 ■s, � a
Assistant Coun ttorney -
� ;v"
.�• A, ,. /'
1i5 &5.10 ChallrTial1'a
t yvv
Cr'
sl gat .. ......
hA
Exhibit 4
Acceptance Certificate
U.S. Bancorp Government Leasing and Finance, Inc.
13010 SW 68th Parkway, Suite 100
Portland, OR 97223
Re: Property Schedule No.1 to Master Tax-Exempt Lease/Purchase Agreement between U.S. Bancorp
Government Leasing and Finance, Inc.and Collier County
Ladies and Gentlemen:
In accordance with the above-referenced Master Tax-Exempt Lease/Purchase Agreement (the "Master
Agreement"), the undersigned ("Lessee") hereby certifies and represents to, and agrees with, U.S. Bancorp
Government Leasing and Finance, Inc. ("Lessor"),as follows:
(1) The Property, as such terms are defined in the above-referenced Property Schedule, has been
acquired, made, delivered, installed and accepted on the date indicated below.
(2) 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.
(3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an
Event of Default or a Nonappropriation Event(as such terms are defined in the Master Agreement)
exists at the date hereof.
Acceptance Date:
Lessee: •olliea County
• •B .
G-orgia A.Hiller, Esq.
Chairwoman
•.•.'.Name:
Title: .EOAPr
1 fix.^
4Ant ° '
Attest a� • fit'+T *
si na► y4c
Approved as to form a legality
INV
!IOLA ,40 10 0
Assistant County • ttomcy
CA
Exhibit 6
11 A 4:�
Class Action Negative Consent Letter
November 30, 2013
Collier County
3299 Tamiami Trail
Naples, FL 34112
RE: USBGLF/Collier County--Class Action Litigation Claims
Dear Artie Bay:
U.S. Bank National Association ("U.S. Bank") has established its policies and procedures relative to class action
litigation claims filed on behalf of its clients' accounts. This policy may impact future claims filed by U.S. Bank on
behalf of the above-referenced account. Listed below are the policies regarding class action litigation claims:
1. U.S. Bank will file class action litigation claims,at no charge, on behalf of open, eligible agency or custody
accounts upon receipt of proper documented authorization. This notice, with your ability to opt out as
further described below,constitutes such documented authorization.
2. U.S. Bank will not file claims for agency or custody accounts that were open during the class action period
but were closed prior to receipt of any notice of the class action litigation.
3. Assuming requisite information is provided by the payor to identify the applicable account, settlement
proceeds of the class action litigation will be posted within a reasonable time following receipt of such
proceeds to the entitled accounts that are open at such time. If entitled accounts are closed prior to
distribution and receipt of settlement proceeds,they will be remitted to entitled beneficiaries or successors
of the account net of any research and filing fees. Proceeds, less any research and filing fees, will be
escheated if the entitled beneficiaries or successors of the account cannot be identified/located.
If you wish U.S. Bank to continue to file class action litigation proofs of claim on behalf of your account, you do not
need to take any further action. However, if you do not wish U.S. Bank to file class action proofs of claim on behalf of
your account, you may notify us of this election by returning this letter with your signature and date provided below
within 30 days or by filing a separate authorization letter with your Account Manager by the same date.
The authorization and understanding contained in this communication constitutes an amendment of any applicable
provisions of the account document for the above-referenced account.
If you have any questions, please contact me at the below number.
Sincerely,
Gretchen Middents
Vice President
303-585-4596
❑ No, U.S. Bank is not authorized to file class action litigation proofs of claim on behalf of the above-referenced
account(s). By making this election, I acknowledge that U.S. Bank is not responsible for forwarding notices received
on class action or litigation claims.
Authorized Signer Date
CA
11A
Mbancorp. FIRST PAYMENT INVOICE
Government Leasing and Finance, Inc.
PLEASE RETURN THIS PORTION WITH YOUR PAYMENT
SCHEDULE NUMBER:077-0019328-001 DUE DATE: November 30,2013
CREATE DATE: October 22, 2013 AMOUNT DUE:$257,980.71
Collier County U.S. Bancorp Government Leasing and Finance, Inc.
3299 Tamiami Trail ATTN: Francine Neville
Naples, FL 34112 950 17"'Street,7th Floor
Attention:Accounts Payable Dept. Denver,CO 80202
Customer Phone Number:239-252-3756
»»»» PLEASE RETAIN THIS PORTION FOR YOUR RECORDS ««««
Please send first payment to the address above.
All subsequent payments MUST be sent to this address:
U.S.Bancorp Government Leasing and Finance,Inc.
PO BOX 959067
ST.LOUIS,MO 63195-9067
U.S. Bancorp Government Leasing and Finance, Inc. ACCOUNT: 077-0019328-001
ATTN: Francine Neville AMOUNT DUE: $257,980.71
950 17th Street,7"'Floor DUE DATE: November 30,2013
Denver,CO 80202 CREATE DATE: October 22,2013
QUESTIONS? PLEASE CALL(303-585-4077)
INVOICE SUMMARY
Current Charges[Payment#1] $257,980.71
Total Due $257,980.71
TOTAL AMOUNT DUE THIS INVOICE MUST BE PAID IN ORDER TO FUND
hA
Form W-9 Request for Taxpayer Give Form to the
(Rev.December 2011) Identification Number and Certification requester.Do not
Department of the Treasury send to the IRS.
Internal Revenue Service
Name(as shown on your income tax return)
N Business name/disregarded entity name,if different from above
a
to
Et Check appropriate box for federal tax classification:
° ❑ IndividuaUsole proprietor ❑ C Corporation ❑S Corporation ❑ Partnership ❑Trust/estate
• ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)• 0 Exempt payee
a-U ❑ Other(see instructions)•
o Address(number,street,and apt.or suite no.) Requester's name and address(optional)
a
to City,state,and ZIP code
U,
N
List account number(s)here(optional)
Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on the"Name"line I Social security number
to avoid backup withholding.For individuals,this is your social security number(SSN).However,for a -
resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - -
entities,it Is your employer Identification number(EIN).If you do not have a number,see How to get a
TIN on page 3.
Note.If the account is in more than one name,see the chart on page 4 for guidelines on whose Employer identification number
number to enter.
Part II Certification
Under penalties of perjury,I certify that:
1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),and
2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding,and
3. I am a U.S.citizen or other U.S.person(defined below).
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage
interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and
generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the
instructions on page 4.
Sign Signature of
Here U.S.person a Date►
General Instructions Note.If a requester gives you a form other than Form W-9 to request
your TIN,you must use the requester's form if it is substantially similar
Section references are to the Internal Revenue Code unless otherwise to this Form W-9.
noted. Definition of a U.S.person.For federal tax purposes,you are
Purpose of Form considered a U.S.person if you are:
A person who is required to file an information return with the IRS must •An individual who is a U.S.citizen or U.S.resident alien,
obtain your correct taxpayer identification number(TIN)to report,for •A partnership,corporation,company,or association created or
example,income paid to you,real estate transactions,mortgage interest organized in the United States or under the laws of the United States,
you paid,acquisition or abandonment of secured property,cancellation •An estate(other than a foreign estate),or
of debt,or contributions you made to an IRA.
Use Form W-9 only if you are a U.S.person(including a resident
•A domestic trust(as defined in Regulations section 301.7701.7).
alien),to provide your correct TIN to the person requesting it(the Special rules for partnerships.Partnerships that conduct a trade or
requester)and,when applicable,to: business in the United States are generally required to pay a withholding
tax on any foreign partners'share of income from such business.
1.Certify that the TIN you are giving is correct(or you are waiting for a Further,in certain cases where a Form W-9 has not been received,a
number to be issued), partnership is required to presume that a partner is a foreign person,
2.Certify that you are not subject to backup withholding,or and pay the withholding tax.Therefore,if you are a U.S.person that is a
3.Claim exemption from backup withholding if you are a U.S.exempt partner in a partnership conducting a trade or business in the United
payee.If applicable,you are also certifying that as a U.S.person,your States,provide Form W-9 to the partnership to establish your U.S.
allocable share of any partnership income from a U.S.trade or business status and avoid withholding on your share of partnership income.
is not subject to the withholding tax on foreign partners'share of
effectively connected Income.
Cat.No.10231X Form W-9(Rev.12-2011)
11A
Form W-9(Rev.12-2011) Page 2
The person who gives Form W-9 to the partnership for purposes of Certain payees and payments are exempt from backup withholding.
establishing Its U.S.status and avoiding withholding on its allocable See the instructions below and the separate Instructions for the
share of net income from the partnership conducting a trade or business Requester of Form W-9.
in the United States is in the following cases: Also see Special rules for partnerships on page 1.
•The U.S.owner of a disregarded entity and not the entity, Updating Your Information
•The U.S.grantor or other owner of a grantor trust and not the trust,
and You must provide updated information to any person to whom you
•The U.S.trust(other than a grantor trust)and not the beneficiaries of claimed to be an exempt payee if you are no longer an exempt payee
the trust. and anticipate receiving reportable payments in the future from this
person.For example,you may need to provide updated information if
Foreign person.If you are a foreign person,do not use Form W-9. you are a C corporation that elects to be an S corporation,or if you no
Instead,use the appropriate Form W-8(see Publication 515, longer are tax exempt.In addition,you must furnish a new Form W-9 if
Withholding of Tax on Nonresident Aliens and Foreign Entities). the name or TIN changes for the account,for example,if the grantor of a
Nonresident alien who becomes a resident alien.Generally,only a grantor trust dies.
nonresident alien individual may use the terms of a tax treaty to reduce Penalties
or eliminate U.S.tax on certain types of Income.However,most tax
treaties contain a provision known as a"saving clause."Exceptions Failure to furnish TIN.If you fail to furnish your correct TIN to a
specified in the saving clause may permit an exemption from tax to requester,you are subject to a penalty of$50 for each such failure
continue for certain types of income even after the payee has otherwise unless your failure is due to reasonable cause and not to willful neglect.
become a U.S.resident alien for tax purposes. Civil penalty for false information with respect to withholding.If you
If you are a U.S.resident alien who is relying on an exception make a false statement with no reasonable basis that results in no
contained in the saving clause of a tax treaty to claim an exemption backup withholding,you are subject to a$500 penalty.
from U.S.tax on certain types of income,you must attach a statement Criminal penalty for falsifying Information.Willfully falsifying
to Form W-9 that specifies the following five items: certifications or affirmations may subject you to criminal penalties
1.The treaty country.Generally,this must be the same treaty under including fines and/or imprisonment.
which you claimed exemption from tax as a nonresident alien.
Misuse of TING.li the requester discloses or uses TINS in violation of
2.The treaty article addressing the income. federal law,the requester may be subject to civil and criminal penalties.
3.The article number(or location)in the tax treaty that contains the
saving clause and its exceptions. Specific Instructions
4.The type and amount of income that qualifies for the exemption Name
from tax.
5.Sufficient facts to justify the exemption from tax under the terms of if you are an individual,you must generally enter the name shown on
the treaty article, your income tax return.However,If you have changed your last name,
Example.Article 20 of the U.S.-China income tax treaty allows an for instance,due to marriage without informing the Social Security
exemption from tax for scholarship Income received by a Chinese Administration social cia name security card,enter your first name,nme. last name
shown on your social security card,and your new last name.
student temporarily present in the United States.Under U.S.law,this If the account is in joint names,list first,and then circle,the name of
student will become a resident alien for tax purposes if his or her stay in j
the United States exceeds 5 calendar years.However,paragraph 2 of the person or entity whose number you entered in Part I of the form.
the first Protocol to the U.S.-China treaty(dated April 30,1984)allows Sole proprietor.Enter your Individual name as shown on your income
the provisions of Article 20 to continue to apply even after the Chinese tax return on the"Name"line.You may enter your business,trade,or
student becomes a resident alien of the United States.A Chinese "doing business as(DBA)"name on the"Business name/disregarded
student who qualifies for this exception(under paragraph 2 of the first entity name"line.
protocol)and is relying on this exception to claim an exemption from tax Partnership,C Corporation,or S Corporation.Enter the entity's name
on his or her scholarship or fellowship income would attach to Form on the"Name"line and any business,trade,or"doing business as
W-9 a statement that Includes the Information described above to (OBA)name"on the"Business name/disregarded entity name"line.
support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup Disregarded entity.Enter the owner's name on the"Name"line.The
withholding,are name of the entity entered on the"Name"line should never be a
give the requester the appropriate completed Form W-8. disregarded entity.The name on the"Name"line must be the name
What Is backup withholding?Persons making certain payments to you shown on the income tax return on which the income will be reported.
must under certain conditions withhold and pay to the IRS a percentage For example,if a foreign LLC that is treated as a disregarded entity for
of such payments.This is called"backup withholding." Payments that U.S.federal tax purposes has a domestic owner,the domestic owner's
may be subject to backup withholding include interest,tax-exempt name is required to be provided on the"Name"line.If the direct owner
interest,dividends,broker and barter exchange transactions,rents, of the entity is also a disregarded entity,enter the first owner that is not
royalties,nonemployee pay,and certain payments from fishing boat disregarded for federal tax purposes.Enter the disregarded entity's
operators.Real estate transactions are not subject to backup name on the"Business name/disregarded entity name"line.If the owner
withholding. of the disregarded entity is a foreign person,you must complete an
You will not be subject to backup withholding on payments you appropriate Form W-8.
receive if you give the requester your correct TIN,make the proper Note.Check the appropriate box for the federal tax classification of the
certifications,and report all your taxable interest and dividends on your person whose name is entered on the"Name"line(IndividuaVsole
tax return. proprietor,Partnership,C Corporation,S Corporation,Trust/estate).
Payments you receive will be subject to backup Limited Liability Company(LLC).if the person identified on the
withholding if: "Name"line Is an LLC,check the"Limited liability company"box only
1.You do not furnish your TIN to the requester, and enter the appropriate code for the tax classification in the space
provided.If you are an LLC that is treated as a partnership for federal
2.You do not certify your TIN when required(see the Part II tax purposes,enter"P"for partnership.If you are an LLC that has filed a
instructions on page 3 for details), Form 8832 or a Form 2553 to be taxed as a corporation,enter"C"for
3.The IRS tells the requester that you furnished an incorrect TIN, C corporation or"S"for S corporation.If you are an LLC that Is
4.The IRS tells you that you are subject to backup withholding disregarded as an entity separate from its owner under Regulation
because you did not report all your interest and dividends on your tax
section the LLC box (except t fer w employment the and(required d to de not
check the LLC box unless the owner of the LLC(required to be
return(for reportable interest and dividends only),or identified on the"Name"line)is another LLC that is not disregarded for
5.You do not certify to the requester that you are not subject to federal tax purposes.If the LLC is disregarded as an entity separate
backup withholding under 4 above(for reportable interest and dividend from its owner,enter the appropriate tax classification of the owner
accounts opened after 1983 only). identified on the"Name"line.
hA .
Farm W-9(Rev.12-2011) Page 3
Other entitles.Enter your business name as shown on required federal Part I.Taxpayer Identification Number(TIN)
tax documents on the"Name"line.This name should match the name Enter your TIN in the appropriate box.If you are a resident alien and
shown on the charter or other legal document creating the entity.You
may enter any business,trade,or DBA name on the"Business name/ you do not have and are not eligible to get an SSN,your TIN is your IRS
disregarded entity name"line. individual taxpayer identification number(ITIN).Enter it in the social
security number box.If you do not have an ITIN,see How to get a TIN
Exempt Payee below.
If you are exempt from backup withholding,enter your name as If you are a sole proprietor and you have an EIN,you may enter either
described above and check the appropriate box for your status,then your SSN or EIN.However,the IRS prefers that you use your SSN.
check the"Exempt payee"box in the line following the"Business name/ If you are a single-member LLC that is disregarded as an entity
disregarded entity name,"sign and date the form. separate from its owner(see Limited Liability Company(LLC)on page 2),
Generally,individuals(Including sole proprietors)are not exempt from enter the owner's SSN(or EIN,if the owner has one).Do not enter the
backup withholding.Corporations are exempt from backup withholding disregarded entity's EIN.If the LLC is classified as a corporation or
for certain payments,such as interest and dividends. partnership,enter the entity's EIN.
Note.If you are exempt from backup withholding,you should still Note.See the chart on page 4 for further clarification of name and TIN
complete this form to avoid possible erroneous backup withholding. combinations,
The following payees are exempt from backup withholding: How to get a TIN.If you do not have a TIN,apply for one immediately.
1.An organization exempt from tax under section 501(a),any IRA,or a To apply for an SSN,get Form SS-5,Application for a Social Security
Card,from your local Social Security Administration office or get this
custodial account under section 403(b)(7)if the account satisfies the form online at www.ssa.gov.You may also get this form by calling
requirements of section 401(1)(2), 1-800-772-1213.Use Form W-7,Application for IRS Individual Taxpayer
2.The United States or any of its agencies or Instrumentalities, Identification Number,to apply for an ITIN,or Form SS-4,Application for
3.A state,the District of Columbia,a possession of the United States, Employer Identification Number,to apply for an EIN.You can apply for
or any of their political subdivisions or instrumentalities, an EIN online by accessing the IRS website at www.irs.gov/businesses
4.A foreign government or any of its political subdivisions,agencies, and clicking on Employer Identification Number(EIN)under Starting a
Business.You can get Forms W-7 and SS-4 from the IRS by visiting
or instrumentalities,or IRS.gov or by calling 1-800-TAX-FORM(1-800-829-3676).
5.An international organization or any of its agencies or If you are asked to complete Form W-9 but do not have a TIN,write
instrumentalities. "Applied For"in the space for the TIN,sign and date the form,and give
Other payees that may be exempt from backup withholding include: it to the requester.For interest and dividend payments,and certain
6.A corporation, payments made with respect to readily tradable instruments,generally
7.A foreign central bank of issue, you will have 60 days to get a TIN and give it to the requester before you
are subject to backup withholding on payments.The 60-day rule does
8.A dealer in securities or commodities required to register in the not apply to other types of payments.You will be subject to backup
United States,the District of Columbia,or a possession of the United withholding on all such payments until you provide your TIN to the
States, requester.
9.A futures commission merchant registered with the Commodity Note.Entering"Applied For"means that you have already applied for a
Futures Trading Commission, TIN or that you intend to apply for one soon.
10.A real estate investment trust, Caution:A disregarded domestic entity that has a foreign owner must
11.An entity registered at all times during the tax year under the use the appropriate Form W-8.
Investment Company Act of 1940, Part II.Certification
12.A common trust fund operated by a bank under section 584(a), To establish to the withholding agent that you are a U.S.person,or
13.A financial institution, resident alien,sign Form W-9.You may be requested to sign by the
14.A middleman known in the investment community as a nominee or withholding agent even if item 1,below,and items 4 and 5 on page 4
custodian,or indicate otherwise.
15.A trust exempt from tax under section 664 or described in section For a joint account,only the person whose TIN is shown in Part I
4947. should sign(when required). In the case of a disregarded entity,the
The following chart shows types of payments that may be exempt person Identified on the"Name"line must sign.Exempt payees,see
from backup withholding.The chart applies to the exempt payees listed Exempt Payee on page 3.
above,1 through 15. Signature requirements.Complete the certification as indicated in
Items 1 through 3,below,and items 4 and 5 on page 4.
IF the payment is for... THEN the payment is exempt 1.Interest,dividend,and barter exchange accounts opened
for.,, before 1984 and broker accounts considered active during 1983.
Interest and dividend payments All exempt payees except You must give your correct TIN,but you do not have to sign the
for 9 certification.
Broker transactions Exempt payees 1 through 5 and 7 2.Interest,dividend,broker,and barter exchange accounts
P P Y 9 opened after 1983 and broker accounts considered inactive during
through 13.Also,C corporations. 1983.You must sign the certification or backup withholding will apply.If
Barter exchange transactions and Exempt payees 1 through 5 you are subject to backup withholding and you are merely providing
patronage dividends your correct TIN to the requester,you must cross out item 2 in the
certification before signing the form.
Payments over$600 required to be Generally,exempt payees 3.Real estate transactions.You must sign the certification.You may
reported and direct sales over 1 through 7' cross out item 2 of the certification.
$5,000'
See Form 1099-MISC,Miscellaneous Income,and its instructions.
However,the following payments made to a corporation and reportable on Form
1099.MISC are not exempt from backup withholding:medical and health care
payments,attorneys'fees,gross proceeds paid to an attorney,and payments for
services paid by a federal executive agency.
11A
Form W-9(Rev.12-2011) Page 4
4.Other payments.You must give your correct TIN,but you do not Note.If no name is circled when more than one name Is listed,the
have to sign the certification unless you have been notified that you number will be considered to be that of the first name listed.
have previously given an incorrect TIN."Other payments"include
payments made in the course of the requester's trade or business for Secure Your Tax Records from Identity Theft
rents,royalties,goods(other than bills for merchandise),medical and Identity theft occurs when someone uses your personal information
health care services(including payments to corporations),payments to such as your name,social security number(SSN),or other identifying
a nonemployee for services,payments to certain fishing boat crew information,without your permission,to commit fraud or other crimes.
members and fishermen,and gross proceeds paid to attorneys An identity thief may use
(including payments to corporations). ty y your SSN to get a job or may file a tax return
using your SSN to receive a refund.
5.Mortgage interest paid by you,acquisition or abandonment of To reduce your risk:
secured property,cancellation of debt,qualified tuition program
•Protect your SSN,
payments(under section 529),IRA,Coverdell ESA,Archer MSA or
HSA contributions or distributions,and pension distributions.You •Ensure your employer is protecting your SSN,and
must give your correct TIN,but you do not have to sign the certification. •Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a
What Name and Number To Give the Requester notice from the IRS,respond right away to the name and phone number
For this type of account Give name and SSN of printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you
1.Individual The individual think you are at risk due to a lost or stolen purse or wallet,questionable
2.Two or more individuals(joint The actual owner of the account or. credit card activity or credit report,contact the IRS Identity Theft Hotline
account) if combined funds,the first
at 1-800-908-4490 or submit Form 14039.
individual on the account
3.Custodian account of a minor The minor For more information,see Publication 4535,Identity Theft Prevention
(Uniform Gift to Minors Act) and Victim Assistance.
4.a.The usual revocable savings The grantor-trustee Victims of identity theft who are experiencing economic harm or a
trust(grantor is also trustee) system problem,or are seeking help In resolving tax problems that have
b.So-called trust account that is The actual owner not been resolved through normal channels,may be eligible for
not a legal or valid trust under Taxpayer Advocate Service(TAS)assistance.You can reach TAS by
state law calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
5.Sole proprietorship or disregarded The owner' 1-800-829-4059.
entity owned by an Individual Protect
6.Grantor trust filing under Optional The grantor' yourself from suspicious smalls or phishing schemes.
Form 1099 Filing Method 1(sea Phishing is the creation and use of email and websites designed to
Regulation section 1.671-4(bx2X)(A)) mimic legitimate business smalls and websites.The most common act
For this type of account. Give name and E1N of: is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering
7.Disregarded entity not owned by an The owner private Information that will be used for Identity theft.
individual
8.A valid trust,estate,or pension trust Legal entity' The IRS does not initiate contacts with taxpayers via emails.Also,the
9.Corporation or LLC electing The corporation IRS does not request personal detailed Information through email or ask
corporate status on Form 8832 or taxpayers for the PIN numbers,passwords,or similar secret access
Form 2553 information for their credit card,bank,or other financial accounts.
10.Association,club,religious, The organization If you receive an unsolicited email claiming to be from the IRS,
charitable,educational,or other forward this message to phishing @irs.gov.You may also report misuse
lax-exempt organization of the IRS name,logo,or other IRS property to the Treasury Inspector
11,Partnership or multi-member LLC The partnership General for Tax Administration at 1-800-366-4484.YOu can forward
12.A broker or registered nominee The broker or nominee suspicious smalls to the Federal Trade Commission at:spam @uce.gov
13.Account with the Department of The public entity or contact them at www.ftc.govlidtheff or 1-877-IDTHEFT
Agriculture in the name of a public (1-877-438-4338).
entity(such as a state or local Visit IRS.gov to learn more about identity theft and how to reduce
government,school district,or your risk.
prison)that receives agricultural
program payments
14.Grantor trust filing under the Form The trust
1041 Filing Method or the Optional
Form 1099 Filing Method 2(see
Regulation section 1.671-4(bx2)()(B))
Lilt first and circle the name of the person whose number you furnish.if only one person on a
Joint account has an SSN,that person's number must be furnished.
'Circle the minor's name and furnish the minor's SSN.
'You must show you'individual nano and you may also enter your bveiness or'08A'name on
the'Business name/disregarded entity"name line.You may use either your SSN or SIN(a you
have one),but the IRS encourages you to use your SSN.
List first and circle the name of the trust,estate,or pension trust,(Do not furnish the TIN of the
personal representathe or trustee unless the legal entity itself is not designated in the account
Me.)Also see Special Mes for partnerships on page 1.
'Note.Grantor also must provide a Form W-8 to trustee of trust.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persona(including federal agencies)who are required to file information returns with
the IRS to report interest,dividends,or certain other income paid to you;mortgage interest you paid;the acquisition or abandonment of secured property;the cancellation
of debt;or contributions you made to an IRA,Archer MSA,or HSA.The person collecting this form uses the information on the form to file information returns with the IRS,
reporting the above information,Routine uses of this Information include giving It to the Department of Justice for civil and criminal litigation and to cities,states,the District
of Columbia,and U.S.possessions for use In administering their laws.The information also may be disclosed to other countries under a treaty,to federal and state agencies
to enforce civil and criminal laws,or to federal law enforcement and Intelligence agencies to combat terrorism.You must provide your TIN whether or not you are required to
file a tax return.Under section 3406,payers must generally withhold a percentage of taxable Interest,dividend,and certain other payments to a payee who does not give a
TIN to the payer.Certain penalties may also apply for providing false or fraudulent information.