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Backup Documents 05/24/2011 Item #16F116F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Rim on pink paper. Attach to original document. Original documents should be hand delivered to the Board Ofticc, The completed routing slip and original documents are to be forwarded to the Board Office only after the Beard has taken action on the item') ROUTING SLIP Complete routing lines #1 through 94 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line throuah routine lines # I through 44, complete the checklist, and forward to Sue Filson (line #5). Route to Addressee(s) (List in routing order) Office Initials Date Contact -- (initial) Applicable) 2. May 24, 2011 Agenda Item Number 16 -F -1 3. Chairman, with the exception of most letters, must be reviewed and signed by the Office of the 4. Scott R. Teach, Deputy County Attorney County Attorney ^ l 05/24/10 5 Ian Mitchell, BCC Executive Manager Board of County Commissioners Documents Attached 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created /prepared the executive summary _ Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact snuffer additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the B( C office only alter the BCC has acted to approve the item.) Name of Primary Staff Alan McLauglin Phone Number (239) 695-4114 Contact (initial) Applicable) Agenda Date Item was May 24, 2011 Agenda Item Number 16 -F -1 Approved by the BCC Chairman, with the exception of most letters, must be reviewed and signed by the Office of the Type of Document Leasing 2 Form, Fire Apparatus Proposal & Number of Original 3 (1 of each) Attached A reement & Resolution 2D it —`40 Documents Attached INSTRUCTIONS & CHECKLIST I Forms/ County Forms/ BCC Forms/ Onglmd Documents Routing Slip W WS Ongival 9,03.03_ Rcviscd 1 26 O5, Rcviscd 224.05 amatter numbendadocumcnt number» Initial the Yes columw or stark "N/A" in the Not Applicable column, whichever is appropriatc. Yes N/A (Not (initial) Applicable) I. Original document has been signed /initialed for legal sufticiencv. (All documents to be signed by the SRT Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions. etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc that have been fully executed by all parties except the BCC Chairman and Cleil: to lire Board and possibly State Officials. 2. All handwritten strike - through and revisions have hcen initialed by the County Auorney's Office and N/A all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approved of the document or SRT the final negotiated contract date whichever is applic hlc. 4. "Sign here" tabs are placed on the appropriatc pages indicating where the ('halrnnm's signature and SRT initials are required 5. In most cases (some contracts are un exception), the or document and thii routing slip should be SRT provided to Sue Filson in the BCC office within 24 hours of IR C approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time Fauna or fire RCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on 05/24/10 and all changes made during the meeting SRT have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. I Forms/ County Forms/ BCC Forms/ Onglmd Documents Routing Slip W WS Ongival 9,03.03_ Rcviscd 1 26 O5, Rcviscd 224.05 amatter numbendadocumcnt number» 16F 1 MEMORANDUM Date: May 27, 2011 To: Alan McLaughlin, Fire Chief Ochopee Fire Control District From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Leasing 2 Form, Fire Apparatus Proposal & Agreement and Resolution 2011 -90 Ochopee Fire Control District Attached is one (1) certified copy of each document referenced above, (Agenda Item #16FI) approved by the Board of County Commissioners onTuesday, May 24, 2011. The original of the referenced documents are being kept by the Minutes and Record's Department as part of the Board's Official Records. If I can be of further assistance, please call me at 252 -7240. Thank you. 16F 1 RESOLUTION NO. 2011 - 90 A RESOLUTION BY THE BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA, APPROVING, AND AUTHORIZING ITS CHAIRMAN TO EXECUTE AND DELIVER A MASTER LEASE AGREEMENT, EQUIPMENT AND RELATED INSTRUMENTS IN CONNECTION WITH THE LEASE /PURCHASE ACQUISTION OF A REPLACEMENT WATER TENDER PUMPER FOR THE OCHOPEE FIRE CONTROL DISTRICT WHEREAS, the Board of County Commissioners for Collier County, Florida ( "County ") desires to obtain a replacement Water Tender Pumper for the Ochopee Fire Control District; and WHEREAS, the replacement Water Tender Pumper is essential for the County to perform its governmental functions; and WHEREAS, the County has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, the County, as Lessee, proposes to enter into the Lease with Leasing 2, Inc. ( "Lessor "), with terms and conditions as per the proposal from Leasing 2, Inc. dated April 20, 2011, with mutually agreeable contracts to be subsequently executed by County and the Lessor. NOW, THEREFORE, BE IT RESOLVED BY THE COUNTY AS FOLLOWS: Section 1. It is hereby found and determined that the proposed terms of the Lease are in the best interests of County for the acquisition of the Equipment. Section 2. The Chairman of the Collier County Board of Commissioners is authorized to execute the Leasing 2 Proposal, such other related documents, and any subsequent final Lease Agreement, subject to review and formal approval by the County; and to deliver such Lease documents with any changes, insertions and omissions therein as may be approved by the County. Section 3. The Chairman hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Lease documents. Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code "), Lessee hereby specifically designates the Lease as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Code. 16F THIS RESOLUTION ADOPTED after motion, second, and majority vote favoring same, this ?�' day of May, 2011. ATTEST, DWI6f=IT:1 ;.BRbef, Clerk By: Pty Attisb .!A 7 ? I s t1 *4ture one 0 Zed as t form and legal sufficiency: Scott R. Teach, Deputy County Attorney BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA W_ Fred W. Coyle, Chai 1 qu leasing 2 Lessee Collier County Board of Commissioners 16F Dealer Hall -Mark Fire Apparatus Chris Hall P Propose( Date: April 20, 2011 Equipment Description: E -One 2500g Tanker Commencement Date: November 1, 2011 Option 1 Equipment Coat: $235,588 Lessee Down Payment: Amount Financed: $235,588 Lease Term: 10 Years First Payment Date: 11/1 /2012 Payment Frequency: 1 /yew Lease Rate: 4.45 Payment Amount: $29,702.39 Payment Factor: 0.12608 The information contained in this lease quote is privileged and confidential. Any communication of this information in whole or in pan is prohibited. Qualifications: 1. Prichri This Is a lease proposal for the payment streams) indicated above. It any of the information identified above are not correct, please advise us so that we can determine if a new proposal is required. Other Important elements of this proposal are: a) Rate Expiration: This rate will be indexed to market conditions until delivery. The first annual payment will be due One year after delivery. b) Closina Costs: There will be no up -Ironl costs of any kind charged by Lessor including closing costs, points, administrative costs, etc. Your attorney may charge you to review the lease documents and complete the opinion felt& required with Our lease documentation. c) Type of Lease: This is a lease-purchass type of financing. After all the lease payments are made. Lessee will own the equipment without further cost. d) Fixed Rates: Unless otherwise noted, the interest rates in this proposal are fixed for the entire term. e) Vendor Payable / Escrow Account (where applicable): In the event that the tmck(s) and/or equipment are not ready to be delivered, proceeds of this lease will be held in a vendor payable account until delivery/acceptance. This is a nos- interost bearing account to Lessee. 0 Bank Qualified: Lessee shall certify that tl has not designated, and does not reasonably anticipate designating, more than $10,000,000.00 of obligations during the calendar year that the proposed lease is executed. R. Credit Approval and Documentation: This is a proposal only, and does not represent aconmitment to lease. This financing is subject to credit review, and approval and execution of mutually acceptable documentatiori, Including the opinion of lessees counsel opining that the agreement is legal, valid and binding, and qualified as a lax exempt obligation under the tax return act of 1986 as amended. Leasing 2, Inc. BY: Brad Meyers (via email or facsimile) DATE: April 20, 2011 Phase: 800- 287 -5155 Fax: 813 -258 -9333 MEMBER An GOVERNMENTAL LEASWG a FRIANOE VISIT OUR WEBSITE: www.leasing2.com 16F 1 REQUEST TO PROCEED: When you are ready to proceed and Wcuk1 like to move towards finalizing this lease, please acknovledge that you have reviewed this entire proposal and understand Its contents and that you have awarded this business to Leasing 2, Inc. by completing this section of the proposal and taxing it to Leasing 2. We Will immedatefy fax YOU 'next step" instructions. In the event Lessee refuses to finalize this transaction once this 'Request to Proceed' has been signed and received by lessor, Lessee agrees to pay Lessor $500.00 in order to cover costs incurred by Lessor as a result of receiving this "Request To Proceed' from Lessee. We appreciate your confidence and consideration. Last month of your budget year: Proposal date: April 2q 2017 Upcoming Governing Body meeting date for tease approval: Option Chosen: (Where applicable) Collier - Countv Board of Commissioners Named[ � tj W. / U_ /YSignature - I�O-tAXXQ' /Z(,P l� /_ Authorized Date Fred W. Coyle Chairman Printed Name Of Authorized Signature Title Alan McLaughlin Contact Name (It Different Than Contact Phone Authorized Signature) mclaughlinalan @colliergov.net Contact E•Mail Address Contact Fax Do you prefer e-mall or lax? email Please complete the above information and fax all pages of the proposal to 813 - 258 -9333. In the event that you require board action to sign this proposal, please call us so that we may forward the preferred form of Resolution for your convenience. A iiESi 7 RtE. ..Ik CK.,CLEI BY: Atoft h u eha.f t 111116"Um god to forte Coanty Attorney 2 16F Fire Aonorolus Proaosnl and Actxenueni 4 -15 -2011 To: Ochopee Fire Control District Apparatus Proposed: One (1) E -ONE 2500 Gollon Tanker built on nn huernntlonal 7400 2 door chossis per ,iDached Ncio y components list. The snit hill be NFPA 1901 compliant to current staudnrds. The deparinteut is responsible for all loose equipment required per NFPA. The vehicle is proposed using the Florida Sherift's Association purchasing agriMment. • FSA Did 1109 -0907 Spec BI i Base blodel Did 5207 „566.00 • Additional Options and upgrades selected by FD: S 38,022.00 • Cost of Apparohls : S245,588,00 • Less Trade lot of 1990 Walker SIS Tanker S - 10.000.00 • 'Total Cost of Apparatus 5235,588.00 Delivery: Approsimntely 120 enlendar days after receipt of ordered chassis. V.O.D.: Oclu pec, llor Ida Terms of payment: C.O.D. mdess Icastog option is utilized Proposal Price Esplrotlon: 5 -31 -2011 r ; f �'✓ Dealer nut et korized signurct.�. > f Typed/Painted : Jint ❑nil �. ` ` � J Title: President / Mate: 4 -15 -2011 Accepted; / . Purchnser signature: Typcd /Printed_ Fred W. Coy]e_ Chairman m.o Il:olmal Llil r.t nn. I i \11111'. Iulu e1111I1 �q;01111 i•�nl�l DWI _ K, CLERK Ate as to 0'ko ip�ttlRtc oil +�� - AlP�ond u to fo �ftleienc� s� neputy cotloty Anoroey 11 166 11 Leasing 2, Inc. rt 1720 W. Cass Street V � F ` Tampa, FL 33606 800 - 287 -5155 813 - 258- 9333jax leasing z 4 :,1J "'_25 x;,10 42 July 25, 2011 Alan McLaughlin, Chief Collier County Board of County Commissioners for and on behalf of Ochopee Fire Control District P. O. Box 70 Everglades City, FL 34139 Dear Alan: Attached please find a set of lease documents for review and approval. There are two preliminary steps relating to the lease documents which should be given immediate attention as the signed documents must be returned to us not later than July 30, 2011. 1. Attorney's review of documents: Forward the attached lease documents to the County's attorney for their review and to prepare the required "Opinion Letter." 2. Consider the Exhibit C -1: WE HAVE RECEIVED THE ORIGINAL SIGNED RESOLUTION. LEASE DOCUMENT SIGNING 1. Party to Execute: Please have Fred W. Coyle sign at all yellow highlights. Please sign all documents in blue ink. Please note: The party attesting the documents and the party executing the documents should not be the same person. 2. Party to Attest: Have a qualified representative of the attest at Exhibit D - Incumbency Certificate - of the lease document. Please note: The party that certifies the resolution should not also be the party executing the documents. 3. Attorney: Transfer the language of the attached Exhibit E to their letterhead and sign accordingly. NOTE: This lease agreement has been sent to you now in the Interest of saving time and does not necessarily mean that your credit has been approved or that our commitment to you has been finalized. I appreciate the opportunity to serve the Collier County Board of County Commissioners for and on behalf of Ochopee Fire Control District, and to work with you. Thank you for your business. Please contact me with any questions. Best regards, , Brad Meyers 16F 1" LEASING 2, INC. MASTER LEASE AGREEMENT LEASE NUMBER: This MASTER LEASE AGREEMENT (the "Agreement "), dated as of August 1, 2011 is made and entered into by and between Leasing 2, Inc., a Florida corporation, as lessor (the "Lessor "), and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT, a political subdivision of the State of Florida, as lessee ("Lessee"). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND EXHIBITS Section 1.1. Definitions. The following terms have the meanings specified below. "Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the delivery, installation and acceptance of Equipment. "Agreement" means this Master Lease Agreement and all Equipment Schedules hereto. "Agreement Date" means the date first written above. "Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time thereunder. "Equipment" means all items of property described in Equipment Schedules and subject to this Agreement. "Equipment Group" means each group of Equipment listed in a single Equipment Schedule. "Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group. "Escrow Account" means the equipment acquisition account established by Lessor and Lessee with the Escrow Agent pursuant to the Escrow Agreement. "Escrow Agent" means SunTrust Bank, a Georgia banking corporation, and any successor escrow agent under the Escrow Agreement. "Escrow Agreement" means the Escrow Agreement, substantially in the form of Exhibit F hereto, to be executed by Lessor, Lessee and the Escrow Agent upon the first funding of an Equipment Schedule using the procedure described in Section 2.4. "Events of Default" means those events described in Section 12.1. "Fiscal Year" means each 12 -month fiscal period of Lessee. "Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule "Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall constitute a separate contract between Lessor and Lessee relating to such Equipment Group. "Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule and the commencement date of the interest component as provided in the related Payment Schedule. "Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section 3.1. "Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment there from of all expenses incurred in the collection thereof. "Non- Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee obtains its operating and/or capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of all of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee 16F 1" from performing its obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Years. "Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule. "Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule. "Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule. "Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such Payment Date. "Rental Payment" means each payment due from Lessee to Lessor on a Payment Date. "Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor. "State" means the state or commonwealth in which Lessee is situated. "Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the manufacture, delivery and/or installation of the Equipment. Section 1.2. Exhibits. Exhibit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule. Exhibit B -1: Form of Tax Agreement and Arbitrage Certificate (Escrow). Exhibit C -1: Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow). Exhibit D: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease. Exhibit E: Form of Opinion of Independent Counsel to Lessee. Exhibit F: Form of Escrow Agreement. Exhibit G- l: Form of Confirmation of Outside Insurance. Exhibit G -2: Form of Questionnaire for Self- Insurance and Addendum to Equipment Schedule Relating to Self- Insurance. ARTICLE H. LEASE OF EQUIPMENT Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and the desired lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion, determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with Exhibit A hereto; (c) a resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B -1 (as applicable) attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements naming Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is part of such Equipment Group and is subject to certificate of title laws; (h) a completed and executed Form 8038 -G or 8038 -GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (i) an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto, and 0) any other documents or items reasonably required by Lessor. Section 23. Lease; Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Term, except as expressly set forth in this Agreement. Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and Lessee shall execute the Escrow Agreement substantially in the form Exhibit F; (b) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cast of the Equipment Group into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related Lease. 16F 1" ARTICLE III. TERM Section 3.1. Term This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under Section 3.2 or (b) termination under Section 12.2; rovided, however, no Equipment Schedules shall be executed after any Non - Appropriation or Event of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 3.4. Section 3.2. Termination by Lessee. In the sole event of Non - Appropriation, this Agreement and each Lease hereunder shall terminate, in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the manner and subject to the terms specified in this Article. Lessee may effect such termination by giving Lessor a written notice of termination and by paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of its then current Fiscal Year. Lessee shall endeavor to give notice of such termination not less than ninety (90) days prior to the end of the Fiscal Year for which appropriations were made, and shall notify Lessor of any anticipated termination. In the event of termination of this Agreement as provided in this Section, Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3. Section 33. Effect of Termination. Upon termination of this Agreement as provided in Section 3.2, Lessee shall not be responsible for the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have cone due if this Agreement had not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Section 3.4. Termination of Lease Term The Lease Term with respect to any Lease will terminate upon the occurrence of the first of the following events: (a) the termination of this Agreement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment Price by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article XH; or (d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to such Lease. ARTICLE IV. RENTAL PAYMENTS Section 4.1. Rental Payments. The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each lease, and the first Rental Payment will include Interest accruing from the Lease Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefore. Section 4.2. Current Expense. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a Lease Term, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the Equipment) to the payment of any Rental Payment or other amount coming due hereunder. Section 43. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional. Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shall not withhold any of these payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain. ARTICLE V. OPTION TO PREPAY Section 5.1. Option to Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any Payment Date for the then applicable Prepayment Price as set forth in the related Payment Schedule, provided there has been no Non - Appropriation or Event of Default. Section 5.2. Exercise of Option. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment Date on which the option shall be effective) and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of exercise thereof shall be void and the related Lease shall continue in full force and effect. Section 53. Release of Lessor's Interest. Upon receipt of the Prepayment Price in good funds with respect to any Equipment Group, the Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment Group shall not be subject to any lien or encumbrance created by or arising through Lessor. 16F 'i" ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS Section 6.1. Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease Date as follows: (a) Lessee is a state or poetical subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each Lease. (b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's governing body and such action is in compeance with all pubec bidding and other State and federal laws applicable to this Agreement, each Lease and the acquisition and financing of the Equipment by Lessee. (c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of Lessee, enforceable against Lessee in accordance with their respective terms. (d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound. (e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of this Agreement or any Lease. (f) No lease, rental agreement, lease - purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation, which Lessee has issued during the past ten (10) years. (g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and payable during such current Fiscal Year. (h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease Term and to pay all Rental Payments relating thereto. Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain unpaid: (a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions, value or use of such Equipment. (b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to perform its obligations hereunder. (c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly, at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time. Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim. (d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available to secure the appropriation of money for such Fiscal Year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental Payments is a governmental function, which Lessee cannot contractually commit itself in advance to perform. Lessee acknowledges that this Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make all Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued utilization of the Equipment in the performance of its essential functions during the applicable Lease Terms. (e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other than the Equipment, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or any fund other than Lessee's general purpose fund. (f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriation for the ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may be reasonably requested by Lessor. 16F -1' (g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder. Section 63. Tax Related Representations, Warranties and Covenants. (a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect each Lease, Lessee makes each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement. (b) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which, with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after -tax yield (assuming tax at the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after -tax yield rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding Payment Date such amount as will maintain such after -tax yield to Lessor. ARTICLE V0. INSURANCE AND RISK OF LOSS Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than $1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor may require, including, but not limited to, all -risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the Equipment or the applicable Prepayment Price of each Equipment Group. Section 7.2. Workers' Compensation Insurance. If required by State law, Lessee shall carry workers' compensation insurance covering all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Section 73. Insurance Reauirements. (a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to the delivery of Equipment, Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of all renewals or replacements thereof. (b) Self Insurance. With Lessor's prior consent, Lessee may self - insure the Equipment by means of an adequate insurance fund set aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor. (c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of insurance in the form of Exhibit G -1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self- Insurance in the form of Exhibit G -2 attached hereto, as applicable. Section 7.4. Risk of Loss. To the extent permitted by the applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to, (a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease, possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement. Section 7.5. Destruction of EwdpmenL Lessee shall provide a complete written report to Lessor immediately upon any lass, theft, damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair ( "Damaged Equipment "), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the time of the lass occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which averse of action 16F 'op 1 P it will take within fifteen (15) days after the loss occurrence. If, within forty -five (45) days of the loss occurrence, (a) Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may, at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee' obligation under this Section. ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE Section 8.1. Maintenance of Eauipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the Equipment and as such, shall be subject to the terms of this Agreement. Section 8.2. Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor, except as expressly limited by this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit, capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a substitute for any tax, assessment or charge which is the obligation of Lessee under this Section. Section 83. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. ARTICLE UL TITLE Section 9.1. Title. During the Lease Tenn, ownership and legal title of all Equipment and all replacements, substitutions, repairs and modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the Lessee or the Lessee's operation, use, storage or maintenance of the Equipment. Section 9.2. Security Interest. Lessee hereby grants to Lessor a continuing, first priority security interest in and to the Equipment, all repairs, replacements, substitutions and modifications thereto and all proceeds thereof and in the Escrow Account (if any) in order to secure Lessee's payment of all Rental Payments and the performance of all other obligations. Lessee hereby authorizes Lessor to prepare and file such financing statements and other such documents to establish and maintain Lessor's valid first lien and perfected security interest. Lessee will join with Lessor in executing such documents and will perform such acts as Lessor may request to establish and maintain Lessor's valid first lien and perfected security interest. If requested by Lessor, Lessee shall obtain a landlord and/or mortgagee's consent and waiver with respect to the Equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment, and maintain such markings during the Lease Tenn, to clearly disclose Lessor's security interest in the Equipment. Upon termination of a Lease through exercise of Lessee's option to prepay pursuant to Article V or through payment by Lessee of all Rental Payments and other amounts due with respect to an Equipment Group, Lessor's security interest in such Equipment Group shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor's security interest in such Equipment Group. Section 9.3. Modification of Eatdpment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the Equipment. Section 9.4. Personal Property. The Equipment is and shall at all times be and remain personal property and not fixtures. ARTICLE X. WARRANTIES Section 10.1. Selection of Egtupment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales representative to manufacture, deliver or install any Equipment for use by Lessee. Section 10.2. Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group, and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee. Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN, CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, 16F "1" DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT-ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT. ARTICLE XL ASSIGNMENT AND SUBLEASING Section 11.1. Assigtment by Leave. Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and Lessor's interest in the Equipment, in whole or in pact to one or more assignees or subassignee(s) by Lessor at any time. No such assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee shall keep a complete and accurate record of all such assignments. Section 11.1 Assignment and Subleasin¢ by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned, subleased, sold, transferred, pledged or mortgaged by Lessee. ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this Agreement and each Lease: (a) Lessee's failure to pay, within ten (10) days following the due date thereof, any Rental Payment or other amount required to be paid to Lessor (other than by reason of Non - Appropriation). (b) Lessee's failure to maintain insurance as required by Article VII. (c) With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless Lessor shall agree in writing to an extension of time prior to its expiration. (d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect upon execution of this Agreement or any Equipment Schedule. (e) The occurrence of an Event of Taxability. (f) The filing of a petition in bankruptcy by or against Lessee, or failure by Lessee promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee. Section 12.2. Remedies on Default. Upon the occurrence of any Event of Default, Lessor shall have the right, at its option and without any further demand or notice to one or more or all of the following remedies: (a) Lessor, with or without terminating this Agreement or any Lease, may declare all Rental Payments immediately due and payable by Lessee, whereupon such Rental Payments shall be immediately due and payable. (b) Lessor, with or without terminating this Agreement or any Lease, may repossess any or all of the Equipment by giving Lessee written notice to deliver such Equipment in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days after receipt of such notice, Lessor may enter upon Lessee's premises where such Equipment is kept and take possession of such Equipment and charge Lessee for costs incurred, including reasonable attorneys' fees. Lessee hereby expressly waives any damages occasioned by such repossession. If the Equipment or any potion has been destroyed, Lessee shall pay the applicable Prepayment Price of the destroyed Equipment as set forth in the related Payment Schedule. Regardless of the fact that Lessor has taken possession of the Equipment, Lessee shall continue to be responsible for the Rental Payments due during the Fiscal Year. (c) If Lessor terminates this Agreement and/or any Lease and, in its discretion, takes possession and disposes of any or all of the Equipment, Lessor shall apply the proceeds of any such disposition to pay the following items in the following order: (i) all costs (including, but not limited to, attorneys' fees) incurred in securing possession of the Equipment; (ii) all expenses incurred in completing the disposition; (iii) any sales or transfer taxes; (iv) the applicable Prepayment Prices of the Equipment Groups; and (v) the balance of any Rental Payments owed by Lessee during the Fiscal Year then in effect. Any disposition proceeds remaining after the requirements of Clauses (i), (ii), (iii), (iv) and (v) have been met shall be paid to Lessee. (d) Lessor may take any other remedy available, at law or in equity, with respect to such Event of Default, including those requiring Lessee to perform any of its obligations or to pay any moneys due and payable to Lessor and Lessee shall pay the reasonable attorneys' fees and expenses incurred by Lessor in enforcing any remedy hereunder. (e) Each of the foregoing remedies is cumulative and may be enforced separately or concurrently. Section 123. Return of Eatrinment: Release of Lessee's Interest. Upon termination of any Lease prior to the payment of all related Rental Payments or the applicable Prepayment Price (whether as result of Non- Appropriation or Event of Default. Lessee shall, within ten (10) days after such termination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the condition required by Article VM; (b) if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled, disassembled and crated by an authorized manufacturer's representative or such other service person as is satisfactory to Lessor; and (c) return such Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. If Lessee refuses to return such Equipment in the manner designated, Lessor may repossess the Equipment without demand or notice and without court order or legal process and 16F 1" charge Lessee the costs of such repossession. Upon termination of this Agreement in accordance with Article III or Article XII hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and unencumbered legal title and ownership of the Equipment shall pass to Lessor. Lessee shall have no further interest therein. Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equipment. Section 12.4 Late Charee. Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is only applicable to the extent it does not affect the validity of this Agreement. ARTICLE XIIL MISCELLANEOUS PROVISIONS Section 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1. Section 13.2. Binding E8'ect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom Lessor has assigned its right to receive Rental Payments under any Lease. Section 13.3. Severabilitv. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 13.4. Entire Agreement: Amendments. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed and delivered by Lessor and Lessee. Section 135. Caotioas. 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, Articles, Sections or Clauses hereof. Section 13.6. Further Assurances and Corrective Instnmrents. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or supplements thereto as may be reasonably required for correcting any inadequate description of the Equipment hereby leased or intended so to be, or for otherwise carrying out the expressed intention of this Agreement. Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal remains, refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term. Section 13.9. Delayed Closing. In the event of a delayed closing, Lessor will benefit from the interest that accrues between the Commencement Date and the Closing Date. Section 13.10. Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in no way be construed to be a waiver of such provision. Section 13.11. Waiver of .fury Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] bfW114jourf 16F 15 EXECUTION PAGE OF MASTER LEASE AGREEMENT LEASE NUMBER: IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Lessee has caused this Agreement to be executed in its name by its duly authorized officer. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By: Name: Fred W. Coyle Title: Chairman Date: I 2 Address: 3301 E. Tamiami Trail, Bldg. G Naples, FL 34112 Telephone: 239-695-4114 Facsimile: 239 - 695 -3473 Appro as to form and le al sufficiency Je E. Wight, Assistant County Attorney 0 LEASING 2, INC. Lessor By: Name: Title: Date: Address: 1720 West Cass Street Tampa, FL 33606 -1230 Telephone: 813- 258 -9888 Facsimile: 813- 258 -9333 16F 14 EXHIBIT A EQUIPMENT SCHEDULE NO. 01 TO MASTER LEASE NUMBER: The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as August 1, 2011 (the "Agreement ") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants that no Non- Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined herein shall have the meanings assigned to them in the Agreement. EQUIPMENT GROUP The cost of the Equipment Group to be funded by Lessee under this Lease is Two hundred thirty five thousand Eve hundred eighty eight dollars and 00 /100 (the "Acquisition Cost "). The Equipment Group consists of the following Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below: E -One 2500 gallon tanker on International 7400 chassis VIN: The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any portion thereof during the Lease Term, Lessee will provide written notice to Lessor: 201 Buckner Ave., N., Everglades City, FL 34139 VENDOR TERMS Lessor shall have funds not immediately paid to vendor(s) at closing deposited in an "Escrow Account" in order to facilitate payment to vendors for equipment deliveries that are scheduled to occur according to the following schedule: PAYMENT NO PAYMENT TYPE AMOUNT EARLIER THAN Final Payment $235,588.00 Delivery & Acceptance EQUIPMENT SCHEDULE LEASE DATE: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee Name: Fred W. Coyle Title: Chairman Date: 21) Address: 3301 E. Tamiami Trail, Bldg. G Naples, FL 34 112 JW1 Telephone: 239-6954114,1 Facsimile: 239 -695 -3473 D -.' g �pproved as to form and le suc ffir%, tur Jeff . Wright, Assistant County Attorney. f= LEASING 2, INC. Lessor Name: Title: Date: Address: 1720 West Cass Street Tampa, FL 33606-1230 Telephone: 813-258-9888 Facsimile: 813-258-9333 16F 11 Lease No.: Equipment Schedule: 01 ACCEPTANCE OF OBLIGATION TO COMMENCE RENTAL PAYMENTS UNDER PAYMENT SCHEDULE RE: Master Lease Agreement dated August 1, 2011, between Leasing 2, Inc. (Lessor) and Collier County Board of County Commissioners for and on behalf of Ochopee Firer Control District (Lessee) I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and have been given the authority by the governing body of Lessee to sign this Acceptance of Obligation to Commence Rental Payments with respect to the above referenced Lease. I hereby certify that: 1. The Equipment described in the Equipment Schedule has not been delivered, installed or available for use as of the Lease Date of this Equipment Schedule; 2. Lessee acknowledges that Lessor has agreed to deposit into an Escrow Account an amount sufficient to pay the total cost of the Equipment identified in Exhibit A upon delivery; 3. The principal amount of the Rental Payments in the Payment Schedule accurately reflects the cost of the Equipment; 4. Lessee agrees to execute an Acceptance Certificate and Payment Request Form authorizing payment of the cost of the Equipment, or a portion hereof, for each withdrawal of funds from the Escrow Account. Notwithstanding that the Equipment has not been delivered to, or accepted by, Lessee on the Lease Date hereby warrants that: (a) Lessee's obligation to commence Rental Payments as set forth in Payment Schedule is absolute and unconditional as of the Lease Date and on each date set forth in Payment Schedule thereafter, subject to the terms and conditions of the Lease; (b) immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee's final acceptance of the Equipment by delivering to Lessor the "Acceptance Certificate" in the form attached to the Equipment Schedule; (c) in the event that any surplus amount is on deposit in the Escrow Account and the Agreement is terminated pursuant to Section 3.2 (Termination by Lessee) or Section 12.1 (Event of Default) thereof, those amounts shall be forwarded to Lessor or its assignee, if assigned, to be applied as provided in the Agreement. Lessee shall have no further interest therein. Any surplus amount remaining after payment of all of the Equipment to be leased under the Agreement will be forwarded to Lessor, or to its assignee, if assigned, for application toward the next Rental Payment due. (d) regardless of whether Lessee delivers a final Acceptance Certificate, all Rental Payments paid prior to delivery of all the Equipment shall be credited to Rental Payments as they become due under the Lease as set forth in Payment Schedule. Notwithstanding any other provision of this Acceptance of Obligation, the Lease shall remain in full force and effect with respect to all or the portion of the Equipment accepted by Lessee as provided in this Lease. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By W Name: Fred W. Coyle � 1,,� kT V rol Title: Chairman I 2 0 Approved as to form and le al sufficiency=TT7 ~ " �- d, HT _. S Ora CLERK Jeff right, Assistant County Attorney;' 16F I " Lease No.: Equipment Schedule: 01 PAYMENT SCHEDULE The Lease Date with respect to the above referenced Equipment Group shall be . The Annual Interest Rate applicable to the Equipment Group shall be 4.45 %. Lessee will make Rental Payments each consisting of Principal and Interest as set forth below for a term of Ten (10) years. The first Rental Payment is due on and subsequent payments are due annually on like date thereafter. Payment Payment Total Interest Principal Prepayment Number Date Payment Component Component Price* 1 $ 29,702.39 $ 10,487.22 $ 19,215.17 $ 232,493.25 2 $ 29,702.39 $ 9,631.86 $ 20,070.53 $ 209,701.13 3 $ 29,702.39 $ 8,738.41 $ 20,963.98 $ 186,202.45 4 $ 29,702.39 $ 7,805.20 $ 21,897.19 $ 161,975.31 5 $ 29,702.39 $ 6,830.45 $ 22,871.94 $ 136,997.13 6 $ 29,702.39 $ 5,812.30 $ 23,890.09 $ 111,244.62 7 $ 29,702.39 $ 4,748.83 $ 24,953.56 $ 84,693.79 8 $ 29,702.39 $ 3,638.02 $ 26,064.37 $ 57,319.88 9 $ 29,702.39 $ 2,477.76 $ 27,224.63 $ 29,097.38 10 $ 29,702.39 $ 1,265.85 $ 28,436.54 $ 0.00 Grand Totals $ 297,023.90 $ 61,435.90 $ 235,588.00 * After payment of Rental Payment due on such date. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By: ,-IL� W Name: Fred W. Coyle Title: Chairman Date: OLAK !j I (, O 1 1 SY iIAIIaNTE. B GKsL`�_ERf� VIA, A.ppr 'd as to form and legal sufficiency Je E. right, Assistant County Attorney [Escrow] TAX AGREEMENT AND ARBITRAGE CERTIFICATE 16F 14 EXHIBIT B -1 Lease No.: Equipment Schedule: 01 This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is issued by COLLIER COUNTY BOARD OF COUNTY CONIMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT ( "Lessee ") in favor of Leasing 2, Inc. ( "Lessor ") in connection with that certain Master Lease Agreement dated as of August 1, 2011 (the "Agreement "), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment ") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule ") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents "). As described in the Financing Documents, Lessor shall apply Two hundred thirty five thousand five hundred eighty eight dollars and 00/100 (the "Principal Amount ") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SunTrust Bank, as escrow agent (the "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of August 1, 2011 , (the "Escrow Agreement "), by and between Lessor and Escrow Agent. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code "). 1.5. Lessee has not issued, and reasonably anticipates that it and its subordinate entities, if any, will not issue, tax - exempt obligations (including the Lease) in the amount of more than $10,000,000 during the current calendar year. Lessee hereby designates the Lase as a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Code and agrees that it and its subordinate entities, if any, will not designate more than $10,000,000 of their obligations as "qualified tax - exempt obligations" during the current calendar year. Section 2. Non- Arbitraee Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held in the Escrow Agreement, Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds, Reimbursement to Lessee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 12 below are satisfied. 16F 1 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150 -2 (the "Declaration of Official Intent "), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Tenwon y Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5 %) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty -five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three -year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be required by May 2013. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(0 of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six -month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety -five percent (95 %) of the Principal Amount is used for the governmental activities of Lessee; and (iv) the aggregate principal amount of all tax - exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $5,000,000. Accordingly, the rebate requirements of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code "), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6._ No Private Use; No Corswner Loea 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10 %) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5 %) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5 %) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5 %) (the "Excess Private Use Portion ") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6. 1, "Private Business Use" means use of bond proceeds or bond financed - property 16F 14 directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section & MisceOaneo�s. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of November 1, 2011. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By:-W Name: Fred W. Coyle Title: Chairman Date: I 2 O ATTEST: DWIGHT E. BR04;' Att*St as' �f�rlaltw'! QA t �A , • ..... 4 Appr 5yel� as to form and legA sufficiency Jeff ajWright, Assistant County Attorney [Escrow] 16F I" EXHIBIT C -1 Lease Number: _ Equipment Schedule: 01 RESOLUTION OF GOVERNING BODY HAVE ALREADY RECEIVED THE ORIGINAL SIGNED RESOLUTION 16F 1I EXHIBIT D Lease No.: Equipment Schedule: 01 INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting _Can/' V" CAn% _ of Colder County Board of County Conunissioners for and on behalf of Ochopee Fine Control District, a political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of August 1, 2011 between such entity and Leasing 2, Inc.. NAME TITLE SIGNATURE Fred W. Coyle Chairman "-41d W IN WITNESS WHEREOF, I have duly executed this certificate as of this _ I , 201,( E -�14 W Board Member or other authorized officer's 4ature (Printed or typed) DWIGHT E. Attest s1Qt7dttl/'�,0�1-(,�.cUr111G ., Apprgvqd as =and fficiency Jeff -. right, Assistant County Attorney LEASING 2, INC. 1720 West Cass Street Tampa, FL 33606 -1230 16F19 If ` EXHIBIT E [LETTERHEAD OF LESSEE'S COUNSEL] VV N �r Re: Master Lease Agreement dated as of Amt 1, 2011 (the "Agreement ") by and between Leasing 2, Inc. ( "Lessor ") and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT ( "Lessee ") Ladies and Gentlemen: We have acted as counsel to Lessee with respect to the Agreement described above and various related matters, and in this capacity have reviewed a duplicate original or certified copy thereof and Equipment Schedule No. 01 executed pursuant thereto (together with the Agreement, the "Lease "). The terms capitalized in this opinion but not defined herein shall have the meanings assigned to them in the Lease. Based upon the examination of these and such other documents as we have deemed relevant, it is our opinion that: 1. Lessee is a political subdivision of the State of Florida (the "State ") within the meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is duly organized, existing and operating under the Constitution and laws of the State. 2. Lessee is authorized and has the power under applicable law to enter into the Lease, and to carry out its obligations thereunder and the transactions contemplated thereby. 3. The Lease has been duly authorized, executed and delivered by and on behalf of Lessee, and is a legal, valid and binding obligation of Lessee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. 4. The authorization and execution of the Lease and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable open meeting, public records, public bidding and all other laws, rules and regulations of the State. 5. The execution of the Lease and the appropriation of moneys to pay the Rental Payments coming due thereunder do not and will not result in the violation of any constitutional, statutory or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee. 6. There is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or governmental body that challenges the organization or existence of Lessee, the authority of Lessee or its officers or its employees to enter into the Lease, the proper authorization and/or execution of the Lease or the documents contemplated thereby, the appropriation of moneys to make Rental Payments under the Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated thereby. To the best of our knowledge, no such litigation, action, suit or proceeding is threatened. The Equipment is personal property, and when used by Lessee will not be or become fixtures under the laws of the State. 8. Resolution No. of the governing body of Lessee was duly and validly adopted by such governing body on , and such resolution has not been amended, modified, supplemented or repealed and remains in full force and effect. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters specifically set forth herein. Very truly yours, (type name and title under signature) 16F 14 EXHIBIT F Lease No.: Shown on Schedule I Equipment Schedule: Shown on Schedule I ESCROW AGREEMENT This ESCROW AGREEMENT, made and entered into as of the Date shown on Schedule I, by and among Leasing 2, Inc., a Florida corporation ( "Lessor "), the Lessee named on Schedule I, which is a political subdivision or public body politic and corporate of the State or Commonwealth shown on Schedule I ( "Lessee "), and SunTrust Bank, a Georgia banking corporation, as Escrow Agent ( "Escrow Agent "). In consideration of the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I. DEFINITIONS AND RECITALS Section I.I. Definitions. The terms defined in this Section 1.1 shall, for all purposes of this Escrow Agreement, have the meanings specified below or on Schedule I. "Acquisition Costs' means, with respect to the Equipment, the contract price paid or to be paid to the person entitled to such payment upon acquisition or delivery of any portion of the Equipment in accordance with the purchase order or contract herefore. Acquisition Costs may include the administrative, engineering, legal, financial and other costs incurred by Lessee in connection with the acquisition, delivery and financing of the Equipment, if approved by Lessor. "Equipment" means the personal property described in the Acceptance Certificate executed pursuant to the Lease, together with any and all modifications, additions and alterations thereto, to be acquired from the moneys held in the Equipment Acquisition Fund. "Equipment Acquisition Fund" means the account by that name established and held by Escrow Agent pursuant to Article II of this Escrow Agreement. "Escrow Agent Fee" has the meaning set forth in Section 6.1 and the amount of such Escrow Agent Fee is shown on Schedule I. "Escrow Agreement" means this Escrow Agreement and any duly authorized and executed amendment or supplement hereto. "Initial Deposit Amount" means the amount shown as the Initial Deposit Amount on Schedule I. "Lease" means the Master Lease, together with the Equipment Schedule identified on Schedule I, by and between Lessee and Lessor, and any duly authorized and executed amendment or supplement thereto. "Master Lease" means the Master Lease Agreement, dated as of the date shown of Schedule I, by and between Lessee and Lessor, including any Equipment Schedules entered into thereunder and any duly authorized and executed amendment or supplement thereto. "Payment Request Form" means the document substantially in the form attached hereto as Exhibit A to be executed by Lessee and Lessor and submitted to Escrow Agent to authorize payment of Acquisition Costs. "Qualified Investments" means the ST Leasing - Corp Agency NOW Account, a SunTrust Deposit Account for Escrow customers of SunTrust Bank. By signing this Escrow Agreement, Lessee acknowledges that such Qualified Investment is a permitted investment under any state, county or municipal law applicable to the investment of Lessee's funds. ARTICLE II. APPOINTMENT OF ESCROW AGENT; AUTHORITY Section 2.1. Appointment of Escrow Agent. Lessor and Lessee hereby appoint and employ Escrow Agent to receive, hold, invest and disburse the moneys to be paid to Escrow Agent pursuant to this Escrow Agreement and to perform certain other functions, all as hereinafter provided. By executing and delivering this Escrow Agreement, Escrow Agent accepts the duties and obligations of Escrow Agent hereunder. 6F 11 Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no additional duties or obligations shall be implied hereunder. In performing its duties under this Escrow Agreement, or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for any damages, losses or expenses which may be incurred as a result of Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its proven gross negligence or willful misconduct under this Escrow Agreement. Escrow Agent shall in no event incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of Escrow Agent hereunder or (ii) any action taken or omitted to be taken in reliance upon any instrument delivered to Escrow Agent and believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall not be bound in any way by any agreement or contract between Lessor and Lessee, including the Master Lease, whether or not Escrow Agent has knowledge of any such agreement or contract. Section 2.1 Authority. Each of the parties has authority to enter into this Escrow Agreement, and has taken all actions necessary to authorize the execution of this Escrow Agreement by the representatives whose signatures are affixed hereto. ARTICLE III. EQUIPMENT ACQUISITION FUND Section 3.1. Equipment Acquisition FtiuA Escrow Agent shall establish a special escrow account designated as the "Equipment Acquisition Fund" (the "Equipment Acquisition Fund "), shall keep such Equipment Acquisition Fund separate and apart from all other funds and moneys held by it and shall administer such Equipment Acquisition Fund as provided in this Escrow Agreement. Section 3.2. Deposit. Upon execution of the Lease and delivery to the Lessor by Lessee of all documents required to be delivered thereunder, Lessor shall deposit or cause to be deposited with Escrow Agent an amount equal to the Initial Deposit Amount. Escrow Agent shall credit such amount to the Equipment Acquisition Fund. The Initial Deposit Amount is to be sent by Lessor to Escrow Agent by wire transfer to: SanTrust Bank, ABA# 061000104, Account# 9443001321, Account Name: Escrow Services Richmond, Beneficiary as shown on Schedule I, Attention: Matthew Ward. Section 3.3. Escrow Agent shall use the moneys in the Equipment Acquisition Fund from time to time to pay the Acquisition Cost of each item of Equipment, within a reasonable time of receipt with respect thereto of a Payment Request Form executed by Lessor and Lessee. Upon receipt of a Payment Request Form executed by Lessor and Lessee, an amount equal to the Acquisition Cost as shown therein shall be paid directly by Escrow Agent to the person or entity entitled to payment as specified therein. Although the Payment Request Form may have schedules, invoices and other supporting document attached to it, Lessor will send to Escrow Agent only the page or pages showing the signatures of Lessor and Lessee, the Acquisition Cost and related payment information, without such schedules, invoices or other supporting documentation. Escrow Agent may act and rely upon the signed Payment Request Form without the need to review or verify any such schedules, invoices or other supporting documentation. Section 3.4. Transfers Upon Completion. Unless all of the funds deposited by Lessor in the Equipment Acquisition Fund have been previously disbursed pursuant to Section 3.3 or paid to Lessor pursuant to Section 3.5, on the Ending Date shown on Schedule I, Escrow Agent shall pay upon written direction all remaining moneys in the Equipment Acquisition Fund to Lessor or its assignee for application as a prepayment of the unpaid Principal under the related Lease. Any amounts paid pursuant to this Section 3.4 shall be subject to a prepayment fee equal to two percent (2 %) of such amount. Lessor shall apply amounts received under this Section 3.4 first to unpaid fees, late charges and collection costs, if any, which have accrued or been incurred under the Master Lease, then to overdue Principal and Interest on the Lease and then, in the sole discretion of Lessor, either (i) to Principal payments thereafter due under the Lease in the inverse order of their maturities or (ii) proportionately to each Principal payment thereafter due under the Lease. In the event that Lessor elects to apply any such amounts in accordance with clause (i) of the preceding sentence, Lessee shall continue to make Rental Payments as scheduled in the applicable Payment Schedule. In the event that Lessor elects to apply such amounts in accordance with clause (ii) of this Section 3.4, Lessor shall provide Lessee with a revised Payment Schedule which shall reflect the revised Principal balance and reduced Rental Payments due under the Lease. Capitalized terms used in this Section 3.4, but not defined herein, shall have the meanings given to such terms in the Lease. Escrow Agent shall have no responsibility to see to the appropriate application of any moneys returned under this Section 3.4. Section 3.5. Liquidation. Upon receipt of written notice from Lessor or Lessee that the Lease has been terminated pursuant to Sections 3.2 or 12.2 thereof, Escrow Agent shall liquidate all investments held in the Equipment Acquisition Fund and transfer the proceeds thereof and all other moneys held in the Equipment Acquisition Fund to Lessor. Section 3.6. Responsible Party. The Lessee shall be responsible for the initiation of the disbursement process pursuant to Section 3.3 hereof. Neither Escrow Agent nor Lessor shall be responsible for any additional monies assessed to Lessee resulting from disbursements made from the Equipment Acquisition Fund. ARTICLE IV. TRUST; INVESTMENT 16F 1" Section 4.1. Irrevocable Test. The moneys and investments held by Escrow Agent under this Escrow Agreement are irrevocably held in trust for the benefit of Lessor and Lessee, and such moneys, together with any income or interest earned, 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 Lessor or Lessee (other than Lessor's security interest granted hereunder). Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund or to file any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the Equipment Acquisition Fund or any part thereof. Section 4.2. InvestrnenL Moneys held by Escrow Agent hereunder shall be invested and reinvested by Escrow Agent only in Qualified Investments. Such investments shall be registered in the name of Escrow Agent and held by Escrow Agent for the benefit of Lessor and Lessee. Escrow Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized by this Article IV. Such investments and re- investments shall be made giving full consideration for the time at which funds are required to be available. Any income received on such investments shall be credited to the Equipment Acquisition Fund and any loss on such investments shall be charged to the Equipment Acquisition Fund. Escrow Agent shall not be responsible or liable for any loss suffered in connection with any investment of moneys made by it in accordance with this Article W. Section 43. Disposition of Investments. Escrow Agent shall, without further direction from Lessor or Lessee, sell such investments as and when required to make any payment from the Equipment Acquisition Fund. Section 4.4. Accounlirug. Escrow Agent shall keep complete and accurate records of all moneys received and disbursed under this Escrow Agreement which shall be available for inspection by Lessor or Lessee, or the agent of either of them, at any time during regular business hours upon prior written request. Escrow Agent shall furnish to Lessor and Lessee no less than quarterly an accounting of all investments and interest and income therefrom. Section 4.5. Termination. This Escrow Agreement shall terminate upon disbursement by Escrow Agent of all moneys held by it hereunder. Notwithstanding the foregoing, this Escrow Agreement shall not be considered to be terminated until all fees, costs and expenses of Escrow Agent have been paid in full. Upon termination, Escrow Agent shall be discharged from all duties and responsibilities under this Escrow Agreement. ARTICLE V. ESCROW AGENT'S AUTHORITY; INDEMNIFICATION Section 5.1. Validity. Escrow Agent may act upon any writing or instrument or signature which it believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so, and Escrow Agent shall be under no duty to make any investigation or inquiry as to any of the foregoing. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person executing the same. Escrow Agent shall be entitled to rely upon any statement, certificate, document or instrument presented to it by or on behalf of Lessee by any of the Lessee's Authorized Representatives shown on Schedule I and shall be entitled to rely upon any such statement, certificate, document or instrument presented to it by any other person who identifies himself or herself as an authorized representative of Lessee. Section 5.2. Use of Counsel and Agents. Escrow Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers. Escrow Agent shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder and shall be paid or reimbursed the reasonable fees and expenses of such counsel, as provided in Section 6.1. Escrow Agent shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by it with reasonable care. Section 53. Interpretati on. As an additional consideration for and as an inducement for Escrow Agent to act hereunder, it is understood and agreed that, in the event of any disagreement between the parties to this Escrow Agreement or among them or any other persons resulting in adverse claims and demands being made in connection with or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled, at the option of Escrow Agent, to refuse to comply with the demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of the Equipment Acquisition Fund or any part of the Equipment Acquisition Fund. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent to comply with the conflicting or adverse demands of such parties or any of such parties. 16F Ill Escrow Agent shall be entitled to continue to refrain and refuse to deliver or otherwise dispose of the Equipment Acquisition Fund or any part thereof or to otherwise act hereunder, as stated above, unless and until: 1. the rights of such parties have been finally settled by binding arbitration or duly adjudicated in a court having jurisdiction of the parties and the Equipment Acquisition Fund; or 2. the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent against any liability, claims or damages resulting from compliance by Escrow Agent with such agreement. In the event of a disagreement between such parties as described above, Escrow Agent shall have the right, in addition to the rights described above and at the option of Escrow Agent, to tender into the registry or custody of any court having jurisdiction, all money and property comprising the Equipment Acquisition Fund and may take such other legal action as may be appropriate or necessary, in the opinion of Escrow Agent. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties and responsibilities under this Escrow Agreement; provided, however, that the filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing and discharge of Escrow Agent of its duties and responsibilities hereunder. The parties hereto jointly and severally agree that, whether under this Section 5.3 or any other provisions of this Escrow Agreement, in the event any controversy arises under or in connection with this Escrow Agreement or the Equipment Acquisition Fund or in the event that Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Equipment Acquisition Fund, to pay to Escrow Agent reasonable additional compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation, including reasonable attorney's fees. Section 5.4. Limited Liability of Escrow Agent. Escrow Agent shall not be liable in connection with the performance or observation of its duties or obligations hereunder except for in the case of its proven gross negligence or willful misconduct. Escrow Agent shall have no obligation or liability to any of the other parties under this Escrow Agreement for the failure or refusal of any other party to perform any covenant or agreement made by such party hereunder or under the Master Lease, but shall be responsible solely for the performance of the duties and obligations expressly imposed upon it as Escrow Agent hereunder. Section 5.5. IndemniScation. Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless securityand indemnity, as provided in this Section 5.5, shall be furnished. To the extent permitted by applicable law, Lessee agrees to indemnify Escrow Agent and it officers, directors, employees and agents and save Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (as hereinafter defined) and Losses (as hereinafter defined) which may be incurred by Escrow Agent or any of such officers, directors, employees or agents as a result of Claims asserted against Escrow Agent or any of such officers, directors, employees or agents as a result of or in connection with Escrow Agent's capacity as such under this Escrow Agreement by any person or entity. For the purposes hereof, the term "Claims" shall mean all claims, lawsuits, causes of action or other legal actions and proceedings of whatever nature brought against (whether by way of direct action, counterclaim, cross action or impleader) Escrow Agent or any such officer, director, employee or agent, even if groundless, false or fraudulent, so long as the, claim, lawsuit, cause of action or other legal action or proceeding is alleged or determined, directly or indirectly, to arise out of, result from, relate to or be based upon, in whole or in part: (a) the acts or omissions of Lessor or Lessee, (b) the appointment of Escrow Agent as escrow agent under this Escrow Agreement, or (c) the performance by Escrow Agent of its powers and duties under this Escrow Agreement; and the term "Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of Escrow Agent or any such officer, director, employee or agent (each referred to hereinafter as an "Indemnified Party "), and to the extent permitted by law, Lessee agrees to assume the investigation and defense of any Claim, including the employment of counsel acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Indemnified Party shall have the right, and Lessee agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to either Lessor or Lessee. Lessee hereby agrees that the indemnifications and protections afforded Escrow Agent in this Section 5.5 shall survive the termination of this Escrow Agreement. ARTICLE VI. COMPENSATION Section 6.1. Escrow Agent Fee. Escrow Agent and/or Lessor shall be paid by Lessee the Escrow Agency Fees shown on Schedule I for the 16F 1" ordinary services to be rendered hereunder (the "Escrow Agency Fees ") from interest earnings from a deduction taken by Lessor and expressly authorized by Lessee at the time the Escrow Account is closed, and will be paid and/or reimbursed by Lessee upon request for all costs, expenses, disbursements and advances, such as reasonable attorney's fees and court costs, incurred or made by Escrow Agent in connection with carrying out its duties hereunder, including the costs, expenses, disbursements and advances described in Sections 5.2, 5.3 and 6.2. The Escrow Agent Fee and such other costs, expenses, disbursements and advances shall be payable solely from the interest earnings from the Equipment Acquisition Fund. In the event a shortfall occurs, said shortfall shall be the responsibility of Lessee and not the responsibility of Escrow Agent, Lessor, or their agents or assigns. Such shortfall shall be paid by Lessee to Escrow Agent within 30 days following receipt by Lessee of a written statement setting forth such shortfall. Section 6.2. Investment Fees. Escrow Agent shall be entitled to charge reasonable fees and commissions in connection with the investment by it of amounts held in the Equipment Acquisition Fund (the "Investment Fees "). Investment Fees are more fully delineated and defined in any prospectus referenced in or attached to the attached Schedule L Other Investment Fees may apply for self- directed investment choices or for extraordinary investments outside the Qualified Investment defined herein. Lessor and Lessee hereby authorize Escrow Agent to periodically deduct the Investment Fees from investment earnings on the Equipment Acquisition Fund. Section 63. Security for Fees and Expenses. As security for all fees and expenses of Escrow Agent hereunder and any and all losses, claims, damages, liabilities and expenses incurred by Escrow Agent in connection with its acceptance of appointment hereunder or with the performance of its obligations under this Escrow Agreement and to secure the obligation of Lessee to indemnify Escrow Agent as set forth in Section 5.5, Escrow Agent is hereby granted a security interest in and a lien upon the Equipment Acquisition Fund, which security interest and lien shall be prior to all other security interests, liens or claims against the Equipment Acquisition Fund or any part thereof. ARTICLE VII. CHANGE OF ESCROW AGENT Section 7.1. Removal of Escrow Agent. Lessor and Lessee, by written agreement, may by written request, at any time and for any reason, remove Escrow Agent and any successor thereto, and shall thereupon appoint a successor or successors thereto, but any such successor shall have capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to statute or the requirements of any federal or state supervising or examining authority, then for the purposes of this Section 7. 1, the combined capital and surplus of such bank or trust company may be conclusively established in its most recent report of condition so published. Section 7.2. Resignation of Escrow Agent. Escrow Agent may resign at any time from it obligations under this Escrow Agreement by providing written notice to the parties hereto. Such resignation shall be effective on the date set forth in such written notice which shall be no earlier than 30 days after such written notice has been given, unless an earlier resignation date and the appointment of a successor Escrow Agent shall have been approved by Lessor and Lessee. In the event no successor escrow agent has been appointed on or prior to the date such resignation is to become effective, Escrow Agent shall be entitled to tender into the custody of a court of competent jurisdiction all assets then held by it hereunder and shall thereupon be relieved of all further duties and obligations under this Escrow Agreement. Escrow Agent shall have no responsibility for the appointment of a successor escrow agent hereunder. Section 73. Merger or Consolidation. Any entity into which Escrow Agent may be merged or converted, or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which it shall be a party, or any company to which Escrow Agent may sell or transfer all or substantially all of its corporate trust business (provided that such company shall be eligible under Section 7.1) shall be the successor to Escrow Agent without any execution or filing or further act. ARTICLE VIII. ADMINISTRATIVE PROVISIONS. Section 8.1. Notice. All written notices to be given under this Escrow Agreement shall be given by mail, by facsimile or by overnight courier to the party entitled thereto at its contact information specified on Schedule I, or at such contact information as the party may provide to the other parties hereto in writing from time to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified form, with postage fully prepaid, or if given by other means, when delivered at the address or facsimile number specified in Schedule I. Any notice given by any party shall be given to both other parties. Section 8.2. Assignment. Except as expressly herein provided to the contrary, the rights and duties of each of the parties under this Escrow Agreement shall not be assignable to any person or entity without the written consent of all of the other parties. Notwithstanding the above, Lessor may freely assign all or any part of its interest in this Escrow Agreement and the Equipment Acquisition Fund in connection with an assignment by Lessor of its rights under the Lease. Section 83. Binding EffecK. This Escrow Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Section 8.4. Severability. In the event any provision of this Escrow Agreement shall be held invalid or unenforceable by any court of 16F 1 �' competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 8.5. Entire Agreement: Amendments. This Escrow Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and representations, express or implied. By execution of this Escrow Agreement, Escrow Agent shall not be deemed or considered to be a party to any other document, including the Master Lease. This Escrow Agreement may be amended, supplemented or modified only by written documents duly authorized, executed and delivered by each of the parties hereto. Section 8.6. Capti ons. The captions or headings in this Escrow Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions, Articles, Sections or clauses hereof. Section U. Further Assurances and Corrective instruments. Lessor and Lessee agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may be necessary or proper to carry out the intention or to facilitate the performance of the parties under this Escrow Agreement, and for better assuring and confirming the rights and benefits provided herein. Section 8.8. Governing Law. This Escrow Agreement shall be construed and governed in accordance with the laws of the Commonwealth of Virginia. Section 8.9. Execution in Counterparts. This Escrow Agreement 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 Escrow Agreement. Section 8.10. Waiver of Jury Trial. Lessor, Lessee and Escrow Agent hereby waive any right to trial by jury in any action or proceeding with respect to, in connection with or arising out of this Escrow Agreement. Section 8.11. No Tax Reporting. Escrow Agent will not be responsible for tax reporting of any income on the Equipment Acquisition Fund. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 16F I", EXECUTION PAGE OF ESCROW AGREEMENT IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Date of Escrow Agreement shown on Schedule I. SUNTRUST BANK, Escrow Agent By: [SEAL] LEASING 2, INC. Lessor By: Name: Title: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee A4 W. C,-,I,4 By: Name: Fred W. Coyle Title: Chairman Appr d as to form and le al sufficiency Jeff right, Assistant County Attorney a� AtUft a fgnaturt; 00 Al v;; 3 16F 1'' EXHIBIT G -1 Lease No.: Equipment Schedule: 01 ME I� TO: Insurance Agent Name & Address Phone Number and Fax Number Gentlemen: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT has entered into a Master Lease Agreement dated as of August 1, 2011 with LEASING 2, INC. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent named above to issue: a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Lass Payable Clause naming Leasing 2, Inc. and/or its assigns as Loss Payee. The Coverage Required is $235,588.00. b. Public Liability Insurance evidenced by a Certificate of Insurance naming Leasing 2, Inc. and/or its assigns as Additional Insured. The following minimum coverage is required: Liability: $ 500,000.00 per person Liability - Bodily Injury: $1,000,000.00 aggregate Liability - Property Damage: $1,000,000.00 property damage liability PROPERTY: E -One 2500 gallon tanker on International 7400 chassis VIN: LOCATION: 201 Buckner Ave., N., Everglades City, FL 34139 Upon issuance of the coverage outlined above, please mail a certificate of insurance to Leasing 2, Inc. and/or its Assigns 1720 West Cass Street Tampa, FL 33606 -1230. Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be„#,Epreciated. rr�S. Very truly yours, ATTEST; y,i4 COLLIER COUNTY BOARD OF COUNTY DW}G ,.8 K, CL 6* COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIJE CONTROL DISTRICT ' By. Attl3�1 tip Name: Fred W. Coyle ..�.. Title: Chairman Appr� -^-� —••, ' � • v e - - I � d as to forrfi•and. Ieg211ufficiency Date: C4'tk O l l/ Je . Wright, Assistant County Attorney 16F 3 EXHIBIT G -2 Lease No.: Equipment Schedule: 01 QUESTIONNAIRE FOR SELF - INSURANCE TO MASTER LEASE AGREEMENT In connection with the MASTER LEASE AGREEMENT (the "Agreement "), dated as of August 1, 2011, made and entered into by and between Leasing 2, Inc., as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee "), Lessee warrants and represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. 1. Property Insurance. a. Lessee is self - insured for damage or destruction to the Equipment. YES NO (circle one —if ` NO' skip to 2. Liability Insurance) If yes, the dollar amount limit for property damage to the Equipment under the Lessee's self- insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self - insurance limits for property damage to the Equipment as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for all risk property damage. YES NO (circle one) If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ 2. liability Insurance. a. Lessee is self- insured for liability for injury or death of any person or damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one—if "NO" skip balance of questionnaire) If yes, the dollar limit for such liability claims under the Lessee's self - insurance program is $ b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self- insurance limits for liability including injury or death of persons or damage to property as indicated above. YES NO (circle one) If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of property arising out of or relating to the condition or operation of the Equipment. YES NO (circle one) If yes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 3A. Self Insurance Fund. a. Lessee maintains a self - insurance fund. YES NO (circle one) If yes, please complete the following: Monies in the self- insurance fund are subject to annual appropriation. YES NO (circle one) The total amount maintained in the self- insurance fund to cover Lessee's self - insurance liabilities is $ b. Amounts paid from the Lessee's self- insurance fund are subject to limitations for each claim. YES NO (circle one) If yes, the dollar amount of limit per claim is $ 16F 1 3B. No Self Insurance Fund. a. If Lessee does not maintain a self- insurance fund, please complete the following: Lessee obtains funds to pay claims for which it has self- insured from the following sources: b. The limitations on the amounts payable for claims from the above sources are as follows: 4. Authori ty. a. The following entity or officer has authority to authorize payment for claim: b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to another administrative officer, agency or the courts? YES NO (circle one) If yes, to whom does the claimant have recourse? 5. Certificates of Insurance. Attached hereto are copies of certificates of insurance with respect to policies maintained by Lessee. IN WITNESS WHEREOF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the Agreement by its duly authorized officer. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By: IN Name: Fred W. Coyle Title: Chairman Date: V"tA- I ZV Telephone: 239 -6954 14 Facsimile: 239 - 695 -3473 Attachment 7 E:6 y : Lap - Appr d as to form and legal,gufficiency Jeff right, Assistant County Attorney \PP Jeff 16F 11 LEASING 2, INC. ADDENDUM TO EQUII -MENT SCHEDULE NO. 01 TO MASTER LEASE AGREEMENT (LEASE NO. ) RELATING TO SELF - INSURANCE THIS ADDENDUM is made as of November 1, 2011, between LEASING 2, INC. (the "Lessor ") and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT (the "Lessee "). Recitals A. Lessor and Lessee have entered into a Master Lease Agreement dated as of August 1, 2011 (the "Agreement "). B. Lessee desires to lease equipment described in Equipment Schedule No. 01 to the Agreement (the "Equipment ") and Lessee has requested that Lessor lease such Equipment to Lessee. C. With respect to Equipment Schedule No. 01, Lessee has requested that Lessor permit it to provide self- insurance for liability claims and property damage. D. Lessor is willing to grant Lessee's request subject to the following terms and conditions. NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein and in the Agreement, it is hereby agreed as follows: 1. The terms capitalized in this Addendum but not defined herein shall have the meanings assigned to them in the Agreement. 2. Lessee hereby represents and warrants that all representations and warranties contained in the Agreement are true and correct as of the date hereof and that neither a Non- Appropriation nor any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default has occurred under the Agreement. 3. All other terms and conditions of the Agreement not specifically amended by this Addendum shall remain in full force and affect and are hereby ratified and confirmed by Lessee. 4. Lessee represents and warrants that all representations and warranties contained in the Questionnaire for Self- Insurance to Master Lease Agreement (the "Questionnaire ") are true and correct as of the date hereof. 5. Lessor acknowledges receipt of the Questionnaire and, in reliance upon the information provided therein, agrees that Lessee may satisfy the requirements of Sections 7.1 through 7.3 of the Agreement with respect to Equipment Schedule No. 01 through self- insurance. 6. By written notice to Lessee, Lessor may revoke its agreement relative to Equipment Schedule No. 01 to accept self- insurance in lieu of the insurance required by Section 7.1 through 7.3 of the Agreement at any time during the related Lease Term when Lessor deems itself insecure with respect to such self - insurance. Within thirty (30) days of receipt of notice from Lessor, Lessee agrees to obtain insurance in compliance with Section 7.1, 7.2 and 7.3 of the Agreement and provide evidence thereof to Lessor. IN WITNESS WHEREOF, the parties by their duly authorized officers have executed this Addendum as of the date and year first above written. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By: Name: Fred W. Coyle Title: Chairman as to form LEASING 2, INC. Lessor Name: Cf ✓� , Title: Date: %ttoSY 'K1Z&"%1 Assistant County Attorney,, „_ 16F i' Lease No.: Equipment Schedule: 01 NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT Dated: November 1, 2011 LEASING 2, INC. ( "Assignor ") hereby gives notice that it has assigned and sold to SunTrust Equipment Finance & Leasing Corp. ( "Assignee ") all of Assignor's right, title and interest in and to the rental payments and other amounts due under the Master Lease Agreement (the "Lease ") by and between Assignor and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT ( "Lessee "). All rental payments and other amounts coming due pursuant to the Lease on and after the date hereof are payable to and should be remitted to Assignee at the following address: SunTrust Equipment Finance & Leasing Corp. P.O. Box 79194 Baltimore, MD 21279 -0194 Lessee hereby acknowledges the effect of the assignment and absolutely and unconditionally agrees to deliver all rental payments and other amounts coming due under the Lease in accordance with the terms thereof on or after the date of this Notice and Acknowledgment of Assignment. Lessee agrees that (i) Assignee shall have all the rights of lessor under the Lease and all related documents, including, but not limited to, the right to issue or receive all notices and reports, to give all consents, to receive title to the equipment, to declare a default and to exercise all remedies thereunder, and (ii) Lessee shall pay Assignee all installment payments and other amounts due under the Lease as and when due, without deduction or offset, notwithstanding any claim Lessee may have against the original lessor, Assignor, Assignee or relative to the equipment, or any other claim of Lessee arising prior to the assignment and sale of the Lease to Assignee, and (iii) Lessee has an unconditional obligation to make payments to Assignee and its assigns under the Lease and the Lease may be terminated (in whole, but not in part) by Lessee prior to all payments having been made only pursuant to nonappropriation. Assignor and Lessee agree and acknowledge that this Notice and Acknowledgment of Assignment is made for and inures to the benefit of Assignee and its assigns. The Lease remains in full force and effect, has not been amended and no non appropriation or event of default (or event which with the passage of time or the giving of notice or both would constitute a default) has occurred thereunder. Along with all other U.S. Financial institutions, Assignee began complying with Section 326 of the USA Patriot Act effective October 1, 2003. Designed to assist the government in preventing the funding of terrorist and money laundering activities, this section of the USA Patriot Act requires Assignee to know the business entities that are new to SUNTRUST EQUIPMENT FINANCE & LEASING CORP. To accomplish this Assignee will obtain, verify and record information that identifies business and/or municipal entities that open new accounts with us. What this means to you: when you open your account with or borrow from us, Assignee will ask you for full legal name, physical address, taxpayer identification number and other information that will allow us to verify your entity's identity. The information requested may include documents, such as statutes, resolutions, certificates and/or your charter or other operative /formative documents which will verify the identifying information you are giving us. Any inquiries of Lessee related to the Lease and any requests for escrow disbursements, if applicable, should be directed as follows: SunTrust Equipment Finance & Leasing Corp. 300 E. Joppa Road, Suite 700 Towson, MD 21286 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee luck W By: .... Name: Fred W. Coyle Title: Chairman AS Q 201 i5 41-., Date: Approv s to form and leggalsufficiency Ate LEASING 2, INC. Assignor By: Name: Title: i ii 16F I "' BILLING INFORMATION Please indicate below how you would like us to bill you for the lease payments due under this Agreement, including a contact name, if applicable: Contact N Company: Street Address or Box City, State, Zip: Telephone: ( ) Fax: ( ) 16F A " SCHEDULEI INFORMATION TO COMPLETE ESCROW AGREEMENT Lease Number: Equipment Schedule: Date of Escrow Agreement: Name of Lessee: Lessee's State / Commonwealth: Escrow Agent Fee: any Initial Deposit Amount: Date of Master Lease Agreement: Beneficiary Name for Fund: Ending Date: Lessee's Address: 01 August 1, 2011 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Florida $250.00 Investment Fees, if any, are more fully defined on the attached prospectus, if November 1, 2011 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT May 1, 2013 3246E. Tamiami Trail, Bldg. G Naples, FL 34112 Attention: Fred W. Coyle Lessee's Telephone: 239 - 695 -4114 Lessee's Facsimile: 239 - 695 -3473 Lessee's Taxpayer Identification Number: 59- 6000558 Lessee's Authorized Representatives Fred W. Coyle, Chairman Escrow Agent's Address: Escrow Agent's Telephone: Escrow Agent's Facsimile: Lessor's Address: SunTrust Bank, Inc. 919 East Main Street, 7`h Floor Richmond, VA 23219 Attention: Matthew Ward (804) 782 -5400 (804) 782 -7855 si ure ATfE�• - \CwFx 4 .. LEASING 2, INC. A tt test • as 1720 W. Cass Street Tampa, Florida 33606 Attention: Escrow Disbursement Coordinator Lessor's Telephone: (813) 258 -9888 Lessor's Facsimile: (813) 258 -9333 Appro as to form and legal sufficiency Lessor's Taxpayer Identification Number: 59- 3348716 ;A Jeff EkWright, Assistant County Attorney 16F 1 Lease Number: _ Equipment Schedule: 01 EXHIBIT A PAYMENT REQUEST FORM NO. SunTrust Bank, as Escrow Agent under an Escrow Agreement dated as of August 1, 2011 (the "Escrow Agreement ") by and among the Escrow Agent, Leasing 2, Inc., as Lessor, and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT, as Lessee, is hereby requested to pay, from the Equipment Acquisition Fund, to the person or entity designated below as payee, that amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). The terms capitalized in this Payment Request Form but not defined herein shall have the meanings assigned to them in the Escrow Agreement. Payee Amount Equipment The Lessee hereby certifies that: 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor, as defined in the Lease, in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non - Appropriation or Event of Default, as each such term is defined in the Lease, or event which with the giving of notice or passage of time or both would constitute an Event of Default, has occurred. Dated: — 1, 20_L L_. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT SUNTRUST EQUIPMENT FINANCE & LEASING CORP Lessee By: By: Name: Fred W. Coyle 4� c,Z`r�tle�fGhautnan lEft s. t I t ems" Name: Title: Date: Arad.as to forty legal sufficiency 16F 1" Lease No.: Equipment Schedule: 01 ACCEPTANCE CERTIFICATE 1, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment by the Escrow Agent (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. 5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above, or direction to the Escrow Agent (if applicable) to make payment, Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] Jeff E. Wright, Assistant County Attorney Approv s to form and leg ufficiency COLLIER COUNTY BOARD OF COUNTY COMNIISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By: `I W Name: Fred W. Coyle Title: Chairman J ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6F TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #1 through 44 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line through routing lines #1 through #4, complete the checklist, and forward to Sue Filson (line #5). Route to Addressee(s) (List in routing order) Office Initials Date 1. Control District (Initial) Applicable) 2. Authorized by Reso 2011 -90 / 5/24/11 Agenda Item Number 16 -F -1 3. (Purchase of Water Tender Pumper) 4. Jeff Wright, Asst. County Attorney County Attorney JW 12/2/11 5. Ian Mitchell, Executive Manager BCC Board of County Commissioners Documents Attached 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell needs to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Alan McLaughlin, Chief, Ochopee Fire Phone Number 695 -4114 Contact Control District (Initial) Applicable) Agenda Date Item was Authorized by Reso 2011 -90 / 5/24/11 Agenda Item Number 16 -F -1 Approved by the BCC (Purchase of Water Tender Pumper) Type of Document Replacement Exhibit B -1 to Master Lease Number of Original 1 each Attached Replacement Exhibit D to Master Lease Documents Attached INSTRUCTIONS & CHECKLIST I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 2.24 05 08- MGR - 00132/33 Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency. (All documents to be JW signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County. Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike- through and revisions have been initialed by the County Attorney's JW Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the JW document or the final negotiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's JW signature and initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip JW should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on 5/24/11 and all changes made during the JW meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip W WS Original 9.03.04, Revised 1.26.05, Revised 2.24 05 08- MGR - 00132/33 MEMORANDUM Date: December 7, 2011 To: Virginia Neet, Paralegal Assistant County Attorney's Office From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Replacement Exhibit B -1 to Master Lease Replacement Exhibit D to Master Lease Attached for your records is as referenced above, (Agenda Item #16F1) adopted by the Board of County Commissioners on Tuesday, May 24, 2011. The original will be held in the Minutes & Records Department for the Board's Official Records. If you have any questions, please call me at 252 -8411. Thank you. Attachments (4) [Escrow] TAX AGREEMENT AND ARBITRAGE CERTIFICATE 1 4FEBI-I Lease No.: Equipment Schedule: 01 This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate ") is issued by COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT ( "Lessee ") in favor of Leasing 2, Inc. ( "Lessor ") in connection with that certain Master Lease Agreement dated as of August 1, 2011 (the "Agreement "), by and between Lessor and Lessee. The terms capitalized herein but not defined herein shall have the meanings assigned to them in the Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the "Equipment ") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule referenced above (the "Equipment Schedule ") executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents "). As described in the Financing Documents, Lessor shall apply Two hundred thirty five thousand five hundred eighty eight dollars and 00 /100 (the "Principal Amount ") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by SunTrust Bank, as escrow agent (the "Escrow Agent ") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of August 1, 2011 , (the "Escrow Agreement "), by and between Lessor and Escrow Agent. 1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038 -G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code "). Section 2. Non - Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to'be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Other than the Principal Amount held in the Escrow Agreement , Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150 -2 (the "Declaration of Official Intent "), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and 16F1 (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148 -10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and Investment of Funds; Temporary Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5 %) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment. 4.2. An amount equal to at least eighty -five percent (85 %) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three -year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3. (a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be required by May 1, 2013. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six -month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100 %) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code "), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Section 6. No Private Use; No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10 %) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. In addition, if both (A) more than five percent (5 %) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5 %) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5 %) (the "Excess Private Use Portion ") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6. 1, "Private Business Use" means use of bond proceeds or bond financed- property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non- governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. 16F 1 IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of November 1, 2011. COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS FOR AND ON BEHALF OF OCHOPEE FIRE CONTROL DISTRICT Lessee By: W Name: Fred W. Coyle Title: Chairman Date: Appro a as to form and le iciency Jeff E. W fight, Assistant County Attorney AT T'ST; DWIGHT E.B CE�;MgRK Depui 1p -1. rJ Y' R (hpi i l;.la 1.c%r.4 •i..l 1. T ✓ :,� L,"` 16F 1 EXIhBIT D Lease No.: Equipment Schedule: Ol INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting Clerk of Collier County Board of County Commissioners, a political subdivision duly organized and existing under the laws of the State of Florida, that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of August 1, 2011 between such entity and Leasing 2, Inc.. NAME Fred W. Coyle TITLE Chairman SIGNATURE W IN WITNESS WHEREOF, I have duly executed this certificate as of this (4 d f�ec�t� 2x:?\ and Member or other authorized officer's sigriatl re V %Y i (Printed or typed) App r a as to foim I sufficiency Jeff fight, Assistant County Attorney ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16F TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the eYr' tinn of the Chairman'. c onot..ro A--;. 1:... ah.......h .....a:.... I— 111 aL- ......L &A L_ _ -J !___.— Route to Addressee(s) List in routing order Office Initials Date 1. Control District Initial Applicable) 2. Authorized by Reso 2011 -90 - 5/24/11 Agenda Item Number 16 -F -1 3. Purchase of Water Tender Pumper) 4. Jeff E. Wright, Asst. County Attorney County Attorney JW 2/2/12 5. Ian Mitchell, Executive Manager BCC Board of County Commissioners Oq X,0�,— / '7 7- t 2 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary. contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell needs to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item 1 Name of Primary Staff Alan McLaughlin, Chief, Ochopee Fire Phone Number 695 -4114 Contact Control District Initial Applicable) Agenda Date Item was Authorized by Reso 2011 -90 - 5/24/11 Agenda Item Number 16 -F -1 Approved by the BCC Purchase of Water Tender Pumper) Type of Document IRS Form 8038 -G Information Return for Number of Original One Attached Tax-Exempt Governmental Obligations Documents Attached rNCT�ii!`Ti(1NC S �uc�iri re'r 1: Forms/ County Forms/ BCC Forms/ Original DocuJuge Routing Slip WWS Original 9.03.04, Revised 1.26.05, sed 2.24.05 08-MGR- 00132/33 4 - i Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not a ro riate. Initial Applicable) 1. Original document has been signed/initialed for legal sufficiency. (All documents to be JW signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc: that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials. 2. All handwritten strike- through and revisions have been initialed by the County Attorney's JW Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the JW document or the final negotiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's JW signature and initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip. JW should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval.. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on 5 -24-11 and all changes made during the JW meeting have been incorporated in the attached document. The .County Attorney's Office has reviewed the char es 'if applicable. 1: Forms/ County Forms/ BCC Forms/ Original DocuJuge Routing Slip WWS Original 9.03.04, Revised 1.26.05, sed 2.24.05 08-MGR- 00132/33 4 - i 16F 1 MEMORANDUM Date: February 2, 2012 To: Virginia Neet, Paralegal Assistant County Attorney's Office From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: IRS Form 8038 -G Information Return for Tax - Exempt Governmental Obligations Attached for your records is a copy as referenced above, (Agenda Item #16F1) adopted by the Board of County Commissioners on Tuesday, May 24, 2011. If you have any questions, please call me at 252 -8411. Thank you. Attachments (4) leasing 2 government leasing specialists 16F 1 December 13, 201 1 ��u U ;30 Alan McLaughlin Chief Collier County Board of County Commissioners for and on behalf of Ochopee Fire Control District P. O. Box 70 Everglades City, Florida Re: Master Lease Agreement Dear Chief McLaughlin: Enclosed is an IRS Form 8038 -G Information Return for Tax - Exempt Governmental Obligations. All borrowers of tax - exempt funds are required to promptly file this form with IRS after funding of the lease takes place. Our leasing services include the filing of this form with IRS on your behalf. Please fill in the required information where highlighted, have an authorized representative sign and date the form where indicated, and promptly return it in the enclosed self- addressed, stamped envelope provided for your convenience. Thank you in advance for your earliest attention to this matter. Best regards, i Contract Administrator encl. W ,Z24- 16F 1 Form 8038 -G Information Return for Tax - Exempt Governmental Obligations (Rev. September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545 -0720 10, See separate instructions. Department of the Treasury Internal Revenue Service Caution: F Cti If the issue rice is under $100,000, use Form 8038 -GC. Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number (EIN) Collier County Board of CountyCommissioners for and on behalf of Ochopee Fire Control District 59- 6000558 38 Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. lox if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) 3 1 E. Tamiami Trail, Bldg G 14 1,31 6 City, town, or post office, state, and ZIP code 7 Date of issue Naples, FL 34112 12/12111 8 Name of issue 9 CUSIP number Master Lease Agreement None 10a Name and title of r other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) KA employee shown on 10a e 7`t &11 KOM Type of Issue (enter the is ue price). See the instructions and attach schedule. Description of Obli ations. Complete for the entire issue for which this form is being filed. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale, check box . . . . . . . . ► ❑ 11 12 13 14 242,588 00 15 16 17 18 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 11/01/21 242,588.00 235,588.00 5.74 vears, 3.935 % 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 7,000 00 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . 1 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . .1 22 23 242,588 00 29 7,0001 00 235,5881 00 L Description of Refunded 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/YYYY) . . . . . . ► 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038 -G (Rev. 9 -2011) 16F 7. Form 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 Ill 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 ► 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 . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► c Type of hedge Ro- d Term of hedge ► 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 . . . . . . . . . lo- b Enter the date the official intent was adopted Do- Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, the are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process this r the on that I have horized ve. Consent - Z-`Z\ \ Z recd \,_3 Ca \e C�a�ry ' Signature of issuer's authorized representative Date Paid Print/Type preparer's name Prep gn ture Preparer Brad Meyers' Use Only Firm's name ► Leasing 2, Inc. Firm's address ► 1720 W. Cass St., Tampa, F1\31666 Appro d s to farm and ufficiency Jeff E.' ri ht, Assistant county Attorney 1 Type or print name and titl ,an •' �, I' Check ❑ if PTIN ( (� self- employed PO1343117 Firm's EIN ► 59- 3348716 Phone no. (813) 258 -9888 Form 8038 -G (Rev. 9 -2011) ATTEST' ��y DWIGHT $Rp� CLE r } R"t Clerk At te, C. p a ,31. c� .nn4 r 16F1 MEMORANDUM Date: April 17, 2012 To: Alan McLaughlin, Fire Chief Ochopee Fire Control District From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Acceptance Certificate & Exhibit E (Payment Request form) One (1) 2012 International/E -1 Tanker Fire Truck Contractor: Hallmark Attached is the original of the document referenced above, (Item #16F1) approved by the Board of County Commissioners on Tuesday j;p �4, 2011. HA Please forward a fully executed original to the Minutes and Records Department, it will be kept as a part of the Board's Official Record. If I can be of further assistance, please call me at 252 -7240. Thank you. 16F 1 c0 7eY County REC Bureau of Emergency Services APR 0 6 2012 �3oard of County Commissioners DATE: April 4, 2012 ma .. C `3 TO: Ian Mitchell a T Executive Manager to the BCC c FROM: Linda Swisher s 0 Ochopee Fire Control District Z T r r RE: Exhibit E and Acceptance Certificate for Water Tender which was approved 5 -24 -11 Item 16F1 As per the attached e-mail from Chief McLaughlin the vendor Hallmark needs the attached Exhibit E and Acceptance Certificate signed by the Chairman Fred W. Coyle. After the documents are signed please send the originals back to our Department via interoffice mail or if you call our office at 695 -4114 the Chief can pick the paperwork up whichever method is convenient. Thank you for your assistance concerning this matter. Sincerely Linda Swisher Administrative Secretary Ochopee Fire Control District • P.O. Box 70 • Everglades City, Florida 34139.239- 695 -4114 FAX 239 - 695 -3473 - mm colliergov.net 16F1 Lease Number: Equipment Schedule: 01 ACCEPTANCE CERTIFICATE I, the undersigned, hereby certify that I am the duly qualified and acting officer of the Lessee identified below and, with respect to the above referenced Equipment Schedule and Lease, that: 1. The Equipment described below has been delivered and installed in accordance with Lessee's specifications, is in good working order and is fully operational and has been fully accepted by Lessee on or before the date indicated below: (1) 2012 International /E —One tanker fire truck, VIN: 1HTWGAZTSCJ047948 2. Attached are (a) evidence of insurance with respect to the Equipment in compliance with Article VII of the Agreement; (b) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment, and if such invoices have been paid by Lessee, evidence of payment thereof (evidence of official intent to reimburse such payment as required by the Code having been delivered separately by Lessee); and (c) financing statements executed by Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is subject to certificate of title laws. 3. Rental Payments shall be due and payable by Lessee on the dates and in the amounts indicated on the Payment Schedule attached to the Equipment Schedule. Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments required to be paid under the Lease during the current Fiscal Year of Lessee. Such moneys will be applied in payment of all such Rental Payments due and payable during such current Fiscal Year. Lessee anticipates that sufficient funds shall be available to make all Rental Payments due in subsequent Fiscal Years. 4. Lessee hereby authorizes and directs Lessor to fund the Acquisition Cost of the Equipment by paying, or directing the payment from the Escrow Account (if applicable) of, the invoice prices to the Vendor(s), in each case as set forth above, or by reimbursing Lessee in the event such invoice prices have been previously paid by Lessee. __2L_5. Final Acceptance Certificate. This Acceptance Certificate constitutes final acceptance of all of the Equipment identified in the Equipment Schedule described above. Lessee certifies that upon payment in accordance with paragraph 4 above Lessor shall have fully and satisfactorily performed all of its covenants and obligations under the Lease. [CHECK BOX IF APPLICABLE.] ApprVed to form an d leg u ciency Jeff Et, Assistant County Attorney Collier County Board of County Commissioners for and on behalf of Ochopee Fire Control District Lessee By: W. Name: Fred W. Coyle Title: Chairman Date: ) A T- F ir�G OR , C ,� 16F1 Lease Number: Equipment Schedule: 01 EXHIBIT F PAYMENT REQUEST FORM NO. 1 Master Lease Agreement dated as of August 1, 2011 (the "Agreement") by and between Leasing 2, Inc., ( "Lessor') and Collier County Board of County Commissioners for and on behalf of Ochopee Fire Control District ( "LLesSsee'l Lessor is hereby requested to pay from the Escrow Account to the person or entity designated below as payee, the amount set forth opposite each such name, in payment of the Acquisition Costs of the Equipment designated opposite such payee's name and described on the attached page(s). Wire Payment to Payee: Amount Community Bank & Trust of Florida $235,588.00 1603 SW 19" Ave. Ocala, FL 34471 ABA #063114360 Acct #064- 2009333 Acct name: Hall Mark Fire Apparatus Inc Re: T- 136926/Col lier - Ochopee FCD The Lessee hereby certifies that: ui ment E -One tanker on Int' l chassis 1. Attached hereto is a duplicate original or certified copy of the following documents relating to the order, delivery and acceptance of the Equipment described in this Payment Request Form: (a) a manufacturer's or dealer's invoice; and (b) unless this Payment Request Form relates to partial payment of a Vendor in connection with a purchase order approved by Lessor, Lessee's Acceptance Certificate relating to the Equipment. 2. The representations and warranties contained in the Lease are true and correct as of the date hereof. 3. No Non - Appropriation or Event of Default, or event which with the giving of notice or passage of time or both would constitute an Event of Default, has occurred. Collier County Board of County Commissioners for and on behalf of Ochopee Fire Control District Lessee By: W. Name: Fred W. Coyle 06v s tdjUrtn aahjf l' iciency t, Assistant County Attorney SunTrust Equipment Finance & Leasing Corp Lessor By: Name: Date: 16F1 INSVRANCE IDENTIFICATION CARD OP ID DO STATE Florida COMPAIIY HUISER COt1PANY 10786 Princeton Excess & Surplus THIS CARD MIST BE KEPT IN THE INSURED VEHICLE AND PRESENTED UPON DEMAND POLICY NUFBIER ErFECTIVE DATE EXPIRATION DATE 64AUX000001508 10 /01 /11 10/01/12 YEAR MAKE/MODEL VEHICLE IDENTIrICATION NUMBER IN chat or ACCIDENT: Report all accidents FLEET FLEET to your Agent /Company as soon as possible. ISSUING CAM RD Obtain the following information: Insurance and Risk Management I. Nato and address of each driver, William H. Kuhlman, CPCU, ARM passenger and witness. 239 - 649 -1444 2. Mane of Insurance Company and policy_ number for each vehicle involved. 211DURED Collier County Board of Commissioners 3301 Tamiami Trail East #D Naples, FL 34112 COVERAGE MEETS MINIMUM LIABILITY INSURANCE PRESCRIBED BY LAN AOORD 50 MS! (2/95) IN CE IDENTIFICATION CARD OP ID DO STATE Flor a COMPANY RUMBER COMPAITY 10786 Princeton Excess & Surplus THIS CARD MUST BE KEPT IN THE INSURED POLICY NUMBER EFFECTIVE DATE ESRATIO21 DATE VEHICLE AND PRESENTED UPON DEMAMID 64A3EX000001508 10 /01 /11 10/01/12 YEAR MANE /MODEL VEHICLE IDENTIFICATION NUMBER it; mat Or ACCIDENT: Report all accidents FLEET FLEET to your Agent /Company as soon as possible. AGENCY / COMPANY IS8UIN0 CARD Obtain the following information: Insurance and Risk Management I. ITMG and address of each driver, William H. Kuhlman, CPCU, ARM passenger and witness. 239 - 649 -1444 2. Nana of Insurance Company and policy number for each vehicle involved. INSURED Collier County Board of Commissioners 3301 Tamiami Trail East #D Naples, FL 34112 COVERAGE MEETS MINIMM LIABILITY INSURANCE PRESCRIBED BY LAW ACORD 50 NH (2/95) IN$CE IDENTIFICATION CARD OP ID DO STATE Florida COMPANY 114EER COMPANY 10786 Princeton Excess 6 Surplus THIS CARD MIST BE KEPT IN THE INSURED VEHICLE AND PRESENTED UPON DEMAND POLICY NUMBER ERECTM DATE EXPIRATION DATE 64A3EX000001508 10 /O1 /11 10/01/12 YrJ1R HAM /MDEL VEHICLE IDENTIFICATION NUMBER IN CASE OF ACCIDENT: Report all accidents FLEET FLEET to your Agent /Company as soon as possible. AGENCY / COMPANY ISSUING CARD obtain the following information: Insurance and Risk Management I. Name and address of each driver, William H. Kuhlman, CPCU, ARM passenger and witness. 239- 649 -1444 2. Name of Insurance Company and policy INSVRFD number for each vehicle involved. Collier County Board of Commissioners 3301 Tamiami Trail East #D Naples, FL 34112 COVERAGE MEETS MINIMUM LIABILITY I11SUMICE rRESCRIBED BY LAW ACORD 50 Mal (2/95) �--, 16F 1 ACORl.�" OP lo: t �..... CERTIFICATE OF LIABILITY INSURANCE I °ATAA THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: H the Cortificete holder Is an ADDITIONAL INSURED, the pol"I") must be endorsed. If SUBROGATION IS WAIVED, subject to the tense and conditions of the policy, Certain policies may require an endorsement A statement on this certificate does not Confer rights to the certificate holder in Ueu of such endoreeme e . PRODUCER 239 -649 -1444 Insurance and Risk Management Services, Inc. 239 449.7933 FAX 8960 Fontana Del Sol Way 0200 INC. Not: Nappl1ee�s, FL 54109.4574 Aoollm, YYiINam H. Kuhlman, CPCU, ARM COLD -2 INS AFFORDING COVERAGE NAIC S IN Collier County Boats rRSU"ER "' Fd ", I, l Ex"n a surP(us of County Commissioners "AMER 8: Unda"Ilsre Nuevo& 10786 3301 Tamlaml Trail East, AID PAnatRM+EzeMS aaurpw 10786 Naples, FL 34112 INSURER C THIS 13 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR L7R TYPE OF INSURANCE NUM M Y GENERAL lJAatUTY M LIMITS EACH OCCURRENCE s 1,000, A X tIAMS-MADE ERCuLL GENERAL LIABILITY �� 10101/11 10101112 PR AE,� E Pp i Includ XI OCCUR MED EXP ( ono Pte) s 1,0 $26111.800 OCCURRENCE PERSONAL a AM INJURY Is includ A X PraArooko>tlLI�b $100,000 PER PERSON 10/01/11 10/01/12 OENERALAGGREtaATE s 1,000,00 GENL AOOREOATE LIMIT APP- -1 PRODUCTS - COMP/OP AGG 0 1.000.00 I vi oor► I—'1 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (A#nh ACORD tat, AMdtdor I R.nwb adwduh, r more opew Is required) Self Insured RA"on Included within limits of (lability as allowed bV LEAS211 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Leasing 2, Inc. and /or THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN Its Assigns ACCORDANCE WITH THE POLICY PROVISIONS, 1720 West Cass Street Tampa, FL 33606.1230 "UTNOMM REPOWAMrATNE ®1986 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD Prof. $ 1,000,0 AUTOMOBILE LIABILITY COMBINED SINGLE UMIT A X ANY AUTO 00001" on s 1 000 OO 10/01111 10/01/12 (Es sadd.� �. ALL OWNEDAUTOS BODILY INJURY (perperwo) s SCHEDULED AUTOS R $200,000 OCCURREWR BODILY INJURY (Per st"r.t) s X HIRED AUTOS Sal $100,000 PER PERSON PROPERTY DAMAGE $ X NoN.owNEDAUroa (Per add" $ A uAe X OCCUR NRETENTION E74CESS UAB EXCESS CWMS�rADE EACH OCCURRENCE s 1,000, C FF000oo110s 10101/11 10101112 AODREGATE DEDUCTIBLE COSS $ n. Llab $ WORNERS 'Gum AND EMPLOYERS' I LAW TY X WC rA OTH- A ANY PROPRIETCRrPARTNER) ECUTIVE VON N OFFtCERMEMBER EXCLUDED? MIA 000OO1SOe 10/01/11 10101112 E.L EACH ACCIDENT s 500,00 NblevV I* N") IR $500,000 YPAN ' . E.L pSEASE- EAEMPLOYE $ 600,00 B DESLIBd DE8 OFD BATONS blow Property 11NA01471 E.LdSEASE- POUCYLIMIT $ 6001 04101111 04/01/12 Primary 6% Named Stone COOWSPeolAL AOP Reten ao, DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (A#nh ACORD tat, AMdtdor I R.nwb adwduh, r more opew Is required) Self Insured RA"on Included within limits of (lability as allowed bV LEAS211 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Leasing 2, Inc. and /or THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN Its Assigns ACCORDANCE WITH THE POLICY PROVISIONS, 1720 West Cass Street Tampa, FL 33606.1230 "UTNOMM REPOWAMrATNE ®1986 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD H K HALL -MARK FIRE APPARATUS, INC. INVOICE , I , � � � � � 3431 NW 27th Avenue, Ocala, FL 34475 PH: 352 - 629 -6305 NUMBER DATE T- 136926 3/19/2012 4WINIRE TRANSFER Community Bank & Trust of Florida 4STRUCTIONS: P. O. Box 1570 Ocala, Florida 34478 ABA No. 063114360 For the credit of: HALL -MARK FIRE APPARATUS, INC. ACCOUNT No. 0642009333 SOLD TO: SHIP TO: Collier County BOCC Ochopee Fire Control District for and on behalf of Ochopee Fire Control District 3301 E. Tamiami Trail, Bldg G Naples ,FL 34112 CUSTOMER NO. S/O # - - SHIP VIA - PAYMENT TERMS 123456 123456 Best Way Due Upon Receipt OTY ITEM DESCRIPTION UNIT PRICE AMOUNT 1 E -ONE 2500 Gallon Tanker $ 245,588.00 $ 245,588.00 on an International 7400 Chassis 1 Trade in (10,000.00) $ (10,000. HALL -MARK FIRE APPARATUS, INC. RESERVES A SECURITY INTEREST IN THE ABOVE -DESCRIBED PROPERTY AND ALL ADDITIONS THERETO THE BUYER ABOVE NAMED, IRREVOCABLY APPOINTS SELLER OR ITS ATTORNEYS AS ITS AGENTS FOR THE PURPOSE OF PERFECTING THE SECURITY INTEREST IN ANY JURISDICTION WHATSOEVER. UPON FULL PAYMENT, THIS SECURITY INTEREST SHALL BE VOID TERMS AND CONDITIONS OF SALE BY HALL -MARK FIRE APPARATUS, INC. 1. Interest will be assessed at the rate of 1.5% per month (18% per year) or the maximum legal rate, whichever is less, on unpaid invoices from the due date thereof. 2 Remittance will be received by a bank simply as a clearing agency. The receiving bank has no authority to determine whether or not the amount constitutes payment in full. Remittances marked to indicate payment in full will be deposited by the bank notwithstanding such markings and such deposit shall not Indicate our acceptance of the remittance as payment of all sums owed. 3. Any Manufacturer's Tax, Retailer's Occupation Tax, Sales Tax, Excise Tax, Duty, Custom, Inspection or Testing Fee, or other tax, fee or charge of any nature whatsoever, mposed by any government or authorized authority, on or measured by any transactions between HALL -MARK FIRE APPARATUS, Inc. and purchaser shall be paid by °urchaser. In the event HALL-MARK FIRE APPARATUS, Inc. shall be required to pay any such tax, fee or charge, purchaser shat! reimburse HALL -MARK FIRE APPARATUS, Inc. thereon. f. Seller represents that with respect to the production of the material and/or the performance of the services covered by this invoice, it has fully compiled with the eavirements or the Fair Labnr Standards An nr f o 4a 161- 1 VEHICLE IDENTIFICATION NO YEAR MAKE 1HTWWTSCJ047948 BODY TYPE 2012 INTERNATIQftE-ONE 1, SHIPPING W IGHT H. P. Flgy7 RUCK 24000 G.V. W. R. NO. CYLS, SERIES OR MODEL 330 6-2000 6 7400 SBA 6X4 TANKER 1, the undersigned authorized representative of the company, firm or cOfPPrOtlon named MY Ih4t the new vohioie described above is the pro' b8low, hereby cqr- tr4insferrb,d qj the above,d party of the said company. firm or corgpratlpn and Is .414 fnd under the lnvolcq f4urnber Indicated to the f011oWing dletri ut r pr.0 0 ME 0 D .'e L-;"' '-.NA DISTRIBUTOR, D&4-*A k'j�%. . saw. I14C Apj�l 40-PAPATIM, 3431 NW 27TH AVENUE 136926 OCALA, FL 34475 11 Is f4r#W certified that this was the first transfer Of SUCh new vehlcfe In Ordinary trade and Coriirllerce. *FINAL W�'*UFACTURZ`R* E-ONE, INC. ay: ;)I,,; SIGNATURE OF AUTHORIZED REPRESENTATIVE) (AGENT) E1110011554 1601 S.W. 37 AVE. Wit OCALA, FLORIDA 34474 USA -W- CITY - STATE Wri htJeff From: SwisherLinda Sent: Monday, April 16, 2012 2:40 PM To: WrightJeff Subject: FW: E -One tanker delivery Jeff, Per the enclosed e-mail Chief McLaughlin is confirming That you can release payment from escrow to Hallmark Leasing. He is satisfied with the vehicle. Swisher —I From: McLaughlinAlan Sent: Monday, April 16, 2012 1:18 PM To: SwisherLinda Subject: RE: E -One tanker delivery Yes please From: SwisherLinda Sent: Monday, April 16, 2012 12:19 PM To: McLaughlinAlan Subject: FW: E -One tanker delivery Alan, Do you want me to confirm with Jeff Wright that you do not have a problem with payment to be released from escrow to Hallmark for the Water Tender. Swisher —I From: WrightJeff Sent: Monday, April 16, 2012 12:08 PM To: SwisherLinda; MitchellIan Cc: McLaughlinAlan Subject: RE: E -One tanker delivery 16F1 I just spoke with Lois, too. I will touch base with Ian. Can you please confirm that you have no concern with them releasing payment from escrow to Hallmark Leasing. Thanks, Jeff From: SwisherLinda Sent: Monday, April 16, 2012 12:03 PM To: MitchellIan; WrightJeff Cc: McLaughlinAlan Subject: FW: E -One tanker delivery Ian and Jeff, 1 htJeff From: McLaughlinAlan Sent: Monday, April 16, 2012 2:57 PM To: WrightJeff Subject: RE: E -One tanker delivery 16F1 We do not pay until FYI 2013, Fleet has the insurance, No invoice until 2013, Financing statements were approved by the BCC when we went for approval of purchase. This is a lease purchase, no title yet. From: WrightJeff Sent: Monday, April 16, 2012 2:53 PM To: McLaughlinAlan Cc: Lois Fronk; MitchellIan; SwisherLinda Subject: RE: E -One tanker delivery Good Afternoon, Chief— In the Acceptance Certificate, the Chair is certifying (among other things) that the Equipment has been delivered, that money is available, and that certain documents are attached – namely, (a) proof of insurance; (b) invoices and related evidence of payment; (c) financing statements and /or certificate of title (if /as applicable). Do you have these attachments? I want to make sure we present a complete document for the Chair to sign. Thanks, U-4111 From: McLaughlinAlan Sent: Monday, April 16, 2012 1:22 PM To: WrightJeff Subject: RE: E -One tanker delivery No problem releasing the payment from escrow From: WrightJeff Sent: Monday, April 16, 2012 12:08 PM To: SwisherLinda; MitchellIan Cc: McLaughlinAlan Subject: RE: E -One tanker delivery I just spoke with Lois, too. I will touch base with Ian. Can you please confirm that you have no concern with them releasing payment from escrow to Hallmark Leasing. Thanks, Jeff From: SwisherLinda Sent: Monday, April 16, 2012 12:03 PM To: MitchellIan; WrightJeff Cc: McLaughlinAlan Subject: FW: E -One tanker delivery 1 leasing 2 Lessee Collier County Board of Commissioners 16F1 Dealer Hall -Mark Fire Apparatus Chris Hall Proposal Date: April 20, 2011 Equipment Description: E -One 2500g Tanker Commencement Date: November 1, 2011 Option 1 Equipment Cost: $235,588 Lessee Down Payment: Amount Financed: $235,588 Lease Term: 10 Years First Payment Date: 11/1/2012 Payment Frequency: 1 / year Lease Rate: 4.45% Payment Amount: $29,702.39 Payment Factor: 0.12608 The Information contained in this 10289 quote is privileged and confidential. M cpmmurricalion of INS information In whole or in W is prohibitod, Oualtfica ft1l; 1. PrIchm; This is a lease proposal for the payment alream(s) indicated above. If any of the Information Identified! above are not correct, please advise us so that we can determine If a new proposal is required, Other Important olern" of this proposal are: a) Rate EIJIbU n: This rate will be indexed to marfcef conditions until delivery. The first annual payment will be due one year after delivery. b) Closing Costa: There will be no upfront costa of any kind charged by Lessor Including closing costs, points, administrative costs, etc. Your attomdy may charge you to review the lease documents and complete the opinion leper required with ow lease documentation. c) Type of Lease: This Is a lease - purchase type of financing. After all the lease payments are made, Lessee will own the equipment without further cost. d) Fixed Raids: Unless otherwise noted, the Interest rates in this proposal are fixed for the entire term. e) Vendor Payable / Ea. Acr ml lwhere applicable). the event that the truck(s) and/or aquipmenf are nor ready to be delivered, proceeds of this lease will be hold in a vendor payable sccounf until delivery/accsptance. This is a non- tnfersa bearing account to Lessee. 0 1 0 11; LOU" -bait certify that It has not designated, and does not reasonably anticipate designating, more than $10,000.000.00 of obligations during the calendar year that the proposed lease is executed. 2. Credit Al)Qr*Vj and and ' This Is a proposal only, and does not represent a commitment to lease. This finandng is subject to credh d id execu execution a f mutually acceptable documentation. Including the opinion of lessee's counsel opining that the agreement is legal. valid and bind) and exempt obligation under the tax relorm act of 1886 as amended. Leasing 2, Inc. BY: Brad Meyers (via email or facsimile) Phone: 800.287.5195 Fax 813- 256.8333 MEMBER lift GOytaraKnrAL LEASNO a FNANcs VISIT OUR WEBSITE: www.leasing2.com DATE: April 20. 2011 16F1 REQUEST TO PROCEED: When you are ready to proceed and would like to move towards finalizing This lease, please adnowledge that you haw reviewed this entire prapasai and understand Its contents and that you have awarded his business to Leasing 2, Inc. by completing Itch section of the proposal and taxing It to Leasing 2. We will Immediately fax you -next step' Instructions. In the event Lessee refuses to finalize this transaction once this 'Request b Proceed' has been signed and received by Lessor. Lessee agrees to pay Lessor $500.00 in order to cover Costs incuifed by Lessor as a result of receiving this 'Request To Proceed from Leases. We appreciate your confidence and consideration. Lost month of your budget year; Proposal date: April 20, 2011 Option Chosen: (where applicable) Upcoming Governing Body mae ft data for lease approval: Coluer.County Board of Commissioners Name of Authorized Signature Date Fred W. Coyle Chairman Printed Name Of Authorized Signature Title Alan McLaughlin Contact Name (If Different Than Contact Phone Authorized Signature) mclaughlinalan @colliergov.net Contact E-Mafi Address Contact Fax Do you Prefer *-mail or fax? email Please complete the above information and fax all pages of the proposal to 813- 258 -9333. In the event that you require board action to sign this proposal, please call us so that we may forward the preferred form of Resolution for your convenience. A't TEO -,, • fib• -�!'� �: 11: Mtyy i• J )r'09 MINE F 16F1 ._ �Iill:�r Yc�,iifA l ( .t: \,.ru, r 1 r ! a li `ti I 11 r ulr �, • ,n.. I.r • �, ••: •,r, Fire Ayuarntus Proposal and Aw -ve ,eni J -13 -2011 To: Orhoprc Fire Control District Apparatus Proposed: One (1) E -ONE 2500 Gallon Tanker built on an buernntional 7400 2 door chassis per rittached factory components list. The unit will be NFPA 1901 compliant to current standards. The department is responsible for ail loose equipment required per N lrPA. The s eldcle is proposed using the Florida Sherill"s Association purchnsing Agreement. • FSA Did N 09 -0907 Slice pis [lase Model Did S207,566.00 • Additional Options and upgrades selected by FD: S 38,022.00 • Cost of Apparatus : S245,588.00 • Uss Trade In or 1990 Walker CIS Tanker S-10400.00 • Total Cost of Apparatus 5233,588.00 Delivery: Approximately 110 cldendar days After receipt of ordered chwIsis. P.O.W. Othopee, Flurilla Terms of payment: C.O.D. unless leasiog option is utilized. Proposal Price Expirations 5 -31 -2011 , Dealer authorized signatur • - Typed/Printed : Jim flail % Title: President l Date: 4- 15-2011 Accepted: Purchaser signature: Typed /Printed Fred W. Coyle Title: Chairman Due: nv.n tcril•rrlallalrr.lnru I r�liril: inlnultill u1:u11urnfill it kin _CK, -CJ-ERK �trt3 � O�ttri• -� d <EiR> � nlhra rn•d IL .d. r Appim"d u t0 f 811letf County Atto,.y ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP I 6 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw aline throu h routing lines #1 through #4, complete the checklist, and forward to Sue Filson line #5). Route to Addressee(s) (List in routing order) Office Initials Date 1. Control District (Initial) Applicable) 2. Authorized by Reso 2011 -90 / 5/24/11 Agenda Item Number 16 -F -1 3. (Purchase of Water Tender Pumper) 4. Jeff Wright, Asst. County Attorney County Attorney JW 12 5. Ian Mitchell, Executive Manager BCC Board of County Commissioners I Documents Attached 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell needs to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Alan McLaughlin, Chief, Ochopee Fire Phone Number 695 -4114 Contact Control District (Initial) Applicable) Agenda Date Item was Authorized by Reso 2011 -90 / 5/24/11 Agenda Item Number 16 -F -1 Approved by the BCC (Purchase of Water Tender Pumper) Type of Document Document re: Lessee's request to closed Number of Original 1 Attached account I Documents Attached INSTRUCTIONS & CHECKLIST I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 08- MGR - 00132/33 Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is Yes N/A (Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency. (All documents to be JW signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike - through and revisions have been initialed by the County Attorney's JW Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the JW document or the final negotiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's JW signature and initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip JW should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on 5/24/11 and all changes made during the JW meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 08- MGR - 00132/33 16FI MEMORANDUM Date: June 15, 2012 To: Alan McLaughlin, Fire Chief Ochopee Fire Control District From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Lessee's Request to Close Account Attached is a copy of the document referenced above, (Item #16F1) approved by the Board of County Commissioners on Tuesday, May 24, 2011. The Minutes and Records Department has retained the original letter, it will be kept as a part of the Board's Official Record. If I can be of further assistance, please call me at 252 -8411. Thank you. RESOLUTION NO, 2011- 9 0 A RESOLUTION BY THE BOARD OF COUNTY COMMISSIONERS, COLLIER COUNTY, FLORIDA, APPROVING, AND AUTHORIZING ITS CHAIRMAN TO EXECUTE AND DELIVER A MASTER LEASE AGREEMENT, EQUIPMENT AND RELATED INSTRUMENTS IN CONNECTION WITH THE LEASE/PURCHASE ACQUISTION OF A REPLACEMENT WATER TENDER PUMPER FOR THE OCHOPEE FIRE CONTROL DISTRICT 0 n V PC WIWMAS, the Board of County Commissioners for Collier County, Florida ( "County') desires to obtain a replacement Water Tender Pumper for the Ochopee Fire Control District; and WHEREAS, the replacement Water Tender Pumper is essential for the County to perform its governmental functions; and WHEREAS, the County has taken the necessary steps, including those relating to any applicable legal bidding requirements, to arrange for the acquisition of the Equipment; and WHEREAS, the County, as Lessee, proposes to enter into the Lease with Leasing 2, Inc. ("Lessor"), with terms and conditions as per the proposal from Leasing 2, Inc. dated April 20, 2011, with mutually agreeable contracts to be subsequently executed by County and the Lessor. NOW, THEREFORE, BE IT RESOLVED BY THE COUNTY AS FOLLOWS: Section 1. It is hereby found and determined that the proposed terms of the Lease are in the best interests of County for the acquisition of the Equipment. Section 2. The Chairman of the Collier County Board of Commissioners is authorized to execute the Leasing 2 Proposal, such other related documents, and any subsequent final Lease Agreement, subject to review and formal approval by the County; and to deliver such Lease documents with any changes, insertions and omissions therein as may be approved by the County. Section 3. The Chairman hereby is, authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this resolution and the Lease documents. Section 4. Pursuant to Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code'), Lessee hereby specifically designates the Lease as a "qualified tax - exempt obligation" for purposes of Section 265(b)(3) of the Code. THIS RESOLUTION ADOPTED after motion, second, and majority vote favoring same, this .2-q ti% day of May, 2011. A .. 80�..V ` . D� �y Clerk BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA ~ B , W ``?"` p ty Z. Fred W. Coyle, Ch Ap ved as formand legal sufficiency: Scott R. Teach, Deputy County Attorney 2 16F1 SunTrust Equipment Finance & Leasing Corp. 300 E. Joppa Road, Suite 700 Towson, Maryland 21286 Phone: (410) 307-6662 Fax: (410) 307 -6665 April 24, 2012 Alan McLaughlin Collier County, FL, Board of County 3301 E Tamiami Trail, Bldg G Naples, Florida 34112 KandiBrunner Escrow Assistant kandi.i.randall@suntrust.com RE: Master Lease Agreement, Lease No. 08190 -001 dated August 1, 2011, between SunTrust Equipment Finance & Leasing Corp., successor in interest to SunTrust Leasing Corporation, and Collier County, FL, Board of County Commissioners for and on Behalf of Ochopee Fire Control District (the "Agreement ") Dear Chief McLaughlin, This letter shall act as Lessor's written approval of Lessee's request to close the above referenced account. There are no additional funds available in Interest due to the escrow agent fee listed on Schedule I of the escrow agreement. Payment Request Disbursement Serial No Date Description Number Cost 01 20- Apr -12 2012 E -One Fire Truck 1 HTWGAZT8CJ047948 $235,588.00 Total: $235,588.00 Total Disbursed: $235,588.00 Please sign in the space provided below acknowledgement and agreement of the information contained in this letter. Sincerely yours, Ka" &Uwff Escrow Assistant Collier County, FL, Board of County Commissioners for and on Behalf of Lessee By: LERK Name: FRED W. COYLE Title: Chairman rk Date: L'4Eh-t-,: to form and legal sufficiency Jeff Assistant County Attorney