Lease Agreement w/Philips Medical
EQUIPMENT LEASE PURCHASE AGREEMENT
(FLORIDA)
DATED: MAY 13,2008
2600 Grand Boulevard, Suite 380
Kansas City, Missouri 64108
NAME AND ADDRESS OF LESSEE
Collier County Board of County
Conunissioners
2705 S. Horseshoe Drive
Naples, FL 34104
NAME AND ADDRESS OF LESSOR
Philips Medical Capital, LLC
Quantity
DESCRIPTION OF EQUIPMENT
Description Model #
Serial #
See Attached Equipment Description
Name and Address of Vendor:
Philips Medical Systems
230 I 5"' A venue, Suite 200
Seattle, WA 98121
RENTAL PAYMENTS
Location of Equipment:
2705 S. Horseshoe Drive
Naples, FL 34104
RClllall)~}'lltell\ l'eriOtb shall be IlIcmlhly. Rental Paynwllls shnll be llllldc III lIccord;\nce with Section 4.01 and the Schedule ofRenlal Payments atlached hcn:lo as ExhibilA.
TERMS AND CONDITIONS
THE TERMS AND CONDITIONS Or-THIS AGREEMENT SET fORTH ON PAGES TWO THROUGH
ftv~, LING ANY EXHIBITS ATTACHED HERETO, SHALL fOR ALL PURPOSES HAVE THE SAME EffECT AS IF SET fORTH HERE
IN WITN WHEREOF, L=andl.c$$ee J,avc ca.uscd Ihls Ajn:Cll1IlllI 10 bc executed m 1Mit' natntJ by IhclI'dulyaulhormd fCprc.IelIl811VCJU hodotewrillcnobov
PHIL! MED AL lAI... J. . r ':1, COLUER CDUN ARD OF C COMMISSIONERS
(US R) (LESSEE) 0
Lcool$e Number:
By
Title:
(SEAL)
ArrEST DWIOHTE BRQCK,CLERKOFCQURTS
By
Tille:
."
.1
Dated:
rY7 all n, .;2 OtJ r.
,\ttorney
,\5 legal counsel of~, ] have cXl'Imincd (a) the Agreement, which, anlOng olher things provides for the sale to and purchase by Ihe Lessee of tile Equipment. (b) an execuled counterpart of
Ihe ordinance or r~IUlion of Lessee whicll, among olber things. authorizes LeiSee 10 execute Ihe Agreement and (0) such Olher opinions, documems aDd malters of IllY as I have deemed
I\CCessary in COlll\eelioll wilh the following opinioll~. l)asL-d olllhe fOfCltloillg, I am of llle followh1301)lnions: (I) Lessce is tJ public body colpOnte and polilic, duly organiud IlId existing under
Ihe laws or the Stale. and Ims a SUbS"111ual amount of olle or morc of lhe Collo\Vi!li sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) police power, (2) Lessee bas
the requisite l)Ower and authority to purchase the Equipment and. to CItCClIte and deliver the Agreement and 10 perfolm its oblisaliolls under the Agreement; (3) Ille Agreement and the other
documcnts either aUadled lherelo or required lherein have 1x:cn duly ll.mhorized, approved and execuled by aud on behalfofLcuee. and tile AgrocnJ!nt is a valid and binding obligaLion of Lessee
enforccabll!: in accordance with its term~, ellCeptto the ex.lentlimited by applic;blc bnnkrnplcy, insolvency, reorganizlItion or Olher 13ws alThcting Cfl:lditor's riShts generally; (4) the authorintion,
approval and execution of lhe Agreement aud all otbcr proceedings of Lcsseo relating 10 dIe tralltacliol1S contemplated lhereby have been performed in accordance with all open meelina laws,
public bidding laws and all other applic:lble Slate and federal laws; alld (5) Ull~n: is no proceeding pending or threatened in any court or before any govcmOlClltal authority or arbitration board or
tnbullalthal, if adversely detem)illed, would adversely affect the transactions c:oll~ll1plated by lhe Agreement or lbe security inlercst oft..essor or ilS assigns, as the case may be. in the Equipment.
All capilalized lemlS heroin shnll have Ihe same meaninlls as in Ihe Agreement. Le$!Or, its successors and assigns. and any COUlIsel rendering: an opinion on Ihe lax-cxempt status oCtile interest
components of Renlnl Payments are cnlilled to rely on this opinion.
Printed Nomc;
Ad,Jres.~:
Rr.hprt 7~rh.o::lr~7
iinl ~~ml~ml ~~~11 P~~r
N~rlp~ PT ~~1]?
Dated:
~ic s~~
)
Si~nnlure:
Telephone No.
Re\'03l200~
ARTICLE I
Section 1.01. Dcll11lliom. T]le following tcm\5 will have the meanings illdicatedbclow unless IheCOlllextclearly requires olherwise:
"Agreem(~nl" means this Equipment Lease Purchase Agreemont and al'Y other schedule, exhibit or escrow agreement made a part hereof by the parties hereto, togelher with any amendments
to the Agrecmcnt.
"Code" means the Intcmal ReVClltlC Code of 1986, as amended
"ComnJeneel~nl Date" is tile date wl;cn the lertll of this Agreement and Lessee's obligation to pay relll commence, which date shall be the earlier of (i) the date on which the Equipment is
accepted by Lessee in the llfdnner described in Section 5.01, or (ii) the date 011 which sufficient 1l1Ol1Cys to purchase the Equipment are deposited by Lessor for that purpose with an escrow agent
"EquiIHnenl" n;e~IlS Ibe propel'ly described 011 tile front Oflhis Agreement, and all replacements, SUbSl;tutlOllS, repairs, restorations, rnodilicatiOlls, ~ttacJlInents, accessions, additions and
improvell1elltsthereofortl~reto.
"Event oj" Default" means 1m Event of Dcfllult described in Section 12.01.
"Issuance Yc:n" ;s the calendar year;n which the Commencement Date occurs.
"Lease Term" means the Original Termulld ul1 Renewal Tem;s, but ending Oil the occunence of the earIJest event specified in Section 3.02.
"Lessee" meM,S Ihe entity described as such on the front of this Agreement, ilS successors al1d its a.'iSigus.
"lebol." means the entity described as slIdl 011 th~ frollt of [his Agreement, ilS $;lCceSSOrs and its assigns.
"Maximum LCllse Term" means the QrigiHal TClln and all Rcnewal Temls through the Renewal Term including the last Renlal Paymcnt date set forth on the Payment Schedule.
"Net J'roceed~" II1Cllll$ the amount remaining from lhe ljross proceeds of allY illsurance claim or condel11JJ;ltioll award aner deducting <111 ~.xpcnses (;ncluding. atlomcys' fees) illcurred in the
colleetiollofsllchelairnoraward.
"Original Term" means the period fromlhe Commencemenl Dllte until the clldoflhe fiscal yearofLcssec in effect allhe Commencement Dale.
"Pll)'mcllt Schedule" means the schedule or Rental Paymellls and Purchase Price set fortll on Exhibit'\.
"Purehilse Price" means the mnoull! set forth on lhe Payment Schedule liS the Purchase Price for the Equipment.
"nellewal Terms" IIll.:ans the oplional renewulterllls oi"this Agreement, c~lch h;lving a duration of one year and a term co-extensive wi1h Lessee's fiscal year.
"Rental P,lymcnt Period" means lhc period beginning on the day a Rental Payment is due and ending the day before the next Remal Payment is due, The tirst Remal Payment i'eriod shall
begin on lhe Commencement Dale iJl all cases. If Rental Payment Periods are monthly. subsequent Rcntal Payment Periods shall begin on the same day of eaeh month after lfle
COmlTlCllCemCIlI DaIC. If RClllal Paymenl Pcriods are quallcrly, subscquelll Rental Payment Periods shall begin on the same tlay or each third month after the Commencement Date. If RClIlal
Paymellt Periods are semiannual. subsequent Rental Payment Periods shall begin on lhe same day of each sixth. month aller lhe Commencement Date. If Rental Payment Peric:xls are annual,
sub'iequenl Rcnlal l'nYlllelll Pcrj{xls shall begin on Ihe alll1ivcrsary of the Commencement Dale in each year. If the Commence-mem Date is the 29tll, 30th, or 31:;t day of a momh, any
subsequelll IlcllIill !';IYlIlent Period Ihal would orhe-rwise begin on the 29111, 30th or 3lsl of a momh lhat docs not include such a date shall begin onllle last day of me.momh.
"Rental 1'~)'l1lellt~" IHeans the b:lsie rel1l~1 payments p:IY;lblc by Lessee pumlallt 10 Section 4.01.
"$I01le" !lieans rhe state ;11 which Lessee i~ locatcd.
"Vcmlnr" Jll\!llllS lhe ll1:ll1UfaCHlrer of the Gquipment a~ well as the agents or dealers of the manufacturer from wllOm Lessor purchased Of is purchasing the Equipment, as listed on the front of
IhisAgrcell1ell1.
ARTICLE II
Section 2.al, HeJlrC~elll:llions llml Covcn:1Il1S Qf Lessee, Lesset represenls, wurrallts alld o.:ovcnants for the benefit of Lcssor as follows:
(a) Lessee is a municipal c(lfporatiol1 and political subdivisioll duly organizcd ..lid exisllng under the constitution and laws of Ihe State. Lessee will do or callSe to be done an things to
pre~ervc ~lld keep i.l lull loree and cricct its existence as a body coq)orale :1ml I)olitic, Lessec is ~ politic~1 subdivision of the St:lle within Ihe mc:millg of Section l03(a) of Ihe Code or a
constit1.lled allthority authorized to isslle Obligations on behalfofa Slale or loca! govemmenlal ullit within the meaning oftll\: regulations promulg.ated pursuant 10 said Section of tIle Code.
(b) Lessee is ;nllh01'l2ed under lhe conslillllioll and IllWS of the State to enter inlo this Agrc:el11ent and the transactioll contemplated hereby and to perfonn all of its obligations hereunder.
(c) Lessee h~> been duly authlwized tv e"CCule and delivcr this ^greemcnt by proper .lction and approval of its govcllling bodY:lt a meeting duly clllled, rcglllarly convened and allended
Ihmugh<.lul bY:I requisite m.ljOrity oflhe IIlClllbclS Ihucoror by other apl)I\Jjll'i,lle otl'icial upprol'lll.
(d) lI1is Agrecment conslllutes the legllt, valid ,llId binding oblig<ltioll of llie Lessee enforceable in accordance wilh ilS le11ns, rscepl to the cxlenl limited by applicabk bankruptcy,
insolvcllcy,rcvr"llllizlll;OIlOI"OlhCllaws;lI.t'ectingcrcdiIOrS'righlsgellcr;tlly
(e) No eVclltOf conclitiolltliHt constitules, or Wilh the giving OfllOtiCC or the lapse of time or both wo~l1d constitute, Illl event of Default exists at the CommC1\Cerilellt Dale.
(1) Lessee has, ill llccordance with the requiremenls of law, fully budgeted al\d appropriated Sl.inlcicnt fund; for the current fiscal year to make the Rental Payments scheduled to come due
dlllin~ lhe Origin:!l Tellll and 10 l1leet its otller obligations for the Original Term, and sllch funds have I1'.1t been expended for olher purposes.
(g) Lessee will do or cause to be done llilthings ll~cessory to preserve and keep ill ((111 force and effect irs existence as a body eo:"porate and politic.
(il) lessee haseol1lpl;ed wilh such public bidding requirements as mny be applicable to this Agreemcnt "nd the acquisition by Lessee of the Equ;pment hereunder.
(i) There is 110 action, suit, proceeding, inquiry or investigulion, at law or ill equity, before or by any com1, public board or body, pending or threatcned against or affecting lhe Lessee, nor to
lhe best kl1'.1wlcdge or' the Lessee is the:.e allY basis Iherefor. wherein all unr.worable decision, ruling or Iinding would materially adversely affect Ihe lransactions contemplated by this
Agrecmelll or any other dowmenl, agH:cmellt or cenificate which is used'or conlcmplaled for (ISe in lhe consummation or the tmnsaclions contemplated by this Apcement or materially
adversely affect Ihc 1111al1cialco]l(litionorprvperliesofLcssee.
(j) All authoriz:lliolls, l'Oll.~elllS anll approvals 01 gO\."Cllllll\:'lltll bodies or ili>encies rC~luired in connection with 1111.' execulion a'ld delivery by Ihc Lessee of this Agreement or ill conneclioll
with the ClilT)'ing out by thc Lessee of its oblignrions hereunder have b~cll obltlilled.
(k) The elltering i1l10 and pClfOrll1HllCe oflhis Agreement or any oilier dOC\1l1wm or ~greemelll contemplaled hereby to which lhe Lessee is or is to be a party will not violate any judgment,
order, law or reg.ul~lioll .Ipplicnblc III the Lessce Of r<::~;tll in llnY breach of, or COIlSlItlllc a clcfault under, or result ill the creation of any lien, chargc, security inlerest oroUler ellcwnbral'\CC on
ilny assets of lhe u:sscc or the Equipment pursuanl to any indelllure, nmrtgnge, decd of truSI. blink loan 01' credit agreement or other instrument to wllieh the Lessee is a party or by which it or
its assets may be bo\md. CX~epl as herein provided.
(I) The Equipmelll described in lhis Al,lreemenl is CSSC111iillro the functiOIl of lhe I~cssec or 10 thc service L.~ssee provides 10 ils citize!!s. The Lessee hilS an immediate need for, and expecls
to make illlllledi;Hc usc ur: substantially illlthc equipment. which need is uot tcm]}omry or expccted 10 diminish ill tll1.l foreseeable future. The Equipment will be Ilsed by Lessee only fur the
pmlll1SC of performing OIIC or Illorc oI'Lc$$ec's g'.1\'Cl1l1llelltal or proprielary fullCliollS consistel1l with tile pcrmi~sible scope of Lcssee's autllOlity and will nor be used in lhe lr.lde or business of
;\nyolhercl1lilyorperson.
(m) Lessee will COl\~)!'1 with all appliCllble provisions of the Code, ;llc1llding with(lllllimiulliOIl Secti'.1ns 103 and 148 thereol; and the applicable regulations of the Treasury Department to
11lllinWin the excltlsiol1 or the illlCleSl componentS of Rental P..ymenls frOIll gros~ income for plll")XlSCS offedertll illcome t:l"ation.
(11) Lessee has never (idled to appropriate or othcrwise ll111ke available funds sufficient 10 pay renlal or OIlier payments coming due under any le;Ise purchase, in~lanl11en( sale or oUlcr
similaragreell1elll.
Secl)OIl 2.02. Cel'til1eation as 10 Arbitrage. Lessee hereby rcprcsents as follolVs'
(a) Thc estinlalcd tutal COSIS ofthc f3qulpl11ent will not hc less thalllhe tOlal princill:ll portion oflhe Rental Payments.
(I>) The EquipnlClll Ims l>eell ordered or is O;llccled 10 be ordered within si;; 11lOnths of the COllllllenCcll1enl Dale, alld thc Equipmellt is expected 10 be delivered alld installed, and the Velldor
fully paid, with;11 0111.' Y'::<II"ol"lhc COllunellcenlenl Dare.
(c) Lessee Ji;l$ not CI'<:~lcd or eSlahlished, and doe~ Iwt <:.~pec\ to el.eale or ~'stablish, any sinking fund or other silllilar fUlld (i) that is reasonably expected to be used to pay Ihe Rental
Payments,or(ii) llinllnaybclIsedsolc1yloprcl'elll<l defauhin Ihe payment of the Ilental PaYlllcllls.
(d) The Equipmellt has not hecn and is not expected to be $0](1 or olherw;se disposed ofhy Lessee, either in whole or in major part, prior to Ille lllstmalurhy of the Relltal Paymcnts.
(e) To the l:>CSI or our knowledge, infOIll'lntictll 3nd belief, Ihe above cxpcCL1tions arc reason~ble.
ARTICLE III
Section 3.0]. Lea~e of Equipmellt, LesS'.1r hereby demises, leases and lets the EquiplHem 10 Lessee, and Lessee rellls, leases and hires the Equipment from Lessor, in accordance with the
provisiollS of this Agreemelll, for Ihe Lease Tenn. The Odgi!lal Terlll of/his A~reelllenl shall COllll1lc:nce 011 the Commencement Date aud shall temlil1ale on the lasl day of Lessee's eUITCllt Iiscal
year. The Lease Tenn may be cOlltinued al the end of the Original Term or allY Renewtll Terlll for an additional Renewal Terlllup to Ihc Mll.ximmn Lease relTll; provided, }lowever, lhatat the end
of the Original Term and at Ihe cud or each Renewal Term uiltillllc Maxilll\llll Lease Tenn has been complelcd, Lessee shall be deemed 10 11ave continued this Agreement for tile ne;>;t Renewal
Term unless Les~ec shall have ten\lillnlCd this Agreemem pUrsll,ll1l to Section 3.04 or SeCtiOn 10.0J. The tenns and conditions during any Renewal Term shall be Ihe ~allle as the temlS and
cOlld;t;oIlS during the Origiual Term, el'>c~pl thilt Ihe l~cl1tJI Payments shtlll be,1S I'rovided ill the PaYlllcllt Sehedldc.
Sectiun 3.02. Terminatiun of Lt'<lSl~ Term. The Leasc TClm shalllcrminatc upun the earl;cstQfany of the following evcnts:
(n) the e;>;l}imlion of Ihe Ori~il1al Telm or any Relle\Vll! Termaltd rhe nOl\renewal of lhis Ag,reen~nt in the event ofl1onapPlvpriation of fUllds pm'SUJnt to Section 3.04;
(l.l) tlm cxcrci$e by I.e~sec oflhe optiOlllO pUIl::hllse Ihe 8qlliplllem under AI1ide X aud payment of III I.' Purchase P,ice al1d all aOllOllnl~ payable in cQlllK\ctiolllherewith;
(c) a default by Lcsst:l" :lnd (.cssor's elct:liolllO tell11iuale lhis ^~reell\el\[ IIlldcr Arti~1e XII; or
R<l~CJI2Q08
.2.
(d) the payment by Lessee of nil Rental Payments authorized or required 10 be paid by Lessee hereunder during Ihe MaKimum Lease Tenn,
Sectiou 3.03, COlllillualioll of Lell~c Term. Lessce ClllTClltl)' illlcnds, S\lbjecllo Section 3.04, 10 cOllllnue tlH~ Lease Tel111 through the Original Tenn and 1111 of till': RCllewalTerms and topa)'
the Rental PaYl\lel1t~ IlcrClIll<Jcr. l..csse( reasollably belk~\'cs IllOt legally av:!iloblc funds ill all 31ll01ll1l sllrficielltto make all Rental Payments duriug the Original Term and each of the Renewal
Terms Clln Ix: obtu\lIed. The responsible financial olTicer ofLessec sll;\1J do allthillgs 1,lIvl"ully within his Of her power to obtain and mailllain funds from which the Rental Payments may be made,
including ll..,killg provision for such Relll;ll PaYlllcnts to tlie e'lt(:nt nccess;tty in ench PTQI)Qsed all1l1ml budget submitted for approval in accordance wilh applicable procedures or Lessee and to
exhaust all availllblc revlcws anu ll])pea:s in [he C'venl SUell poniOll oftllo budget is nO( approved. Notwithstanding the foregoing, the decision wllcther or nolto budget or appropriale funds or to
C'Klclld this Agret.mellllor allY Renewal Tem) is solely within Ihe discretioll ofthc then CUlT(':!l1 governing body ofLcssee.
ScctiOI13.04, Nonllppl'ollriatlol\. lessee is obligated ouly 10 pay SLlCh Renlnl Payments under this Agreement as may lawf~lly be made from funds budgeted and appropriated for that purpose
during Lessee's theu CUlTent fiscal year. In tile event sufficicnt funds shall not be appropri;lled or mc not otherwise legally available to pay the Rental PaymenlS required to be paid in the next
occurring Renewal Tenn, ilS set forth in llie Paymllnt Schedule, lliis Agreemellt shall be deemed to be tennillated at tile end of the Ihell current Original Term or Renewal Tenn, Lessee agrees to
deliver written nOlice \0 Lessor of such (cnninatiOIl at leasl 90 Jays prior 10 the end or tlle thell cun'cnt Original Tenn or Renewal Tenn, bul failure to give sueh notice shall not c'Itcnd tl)c Lease
Term bey<lIlJ sllch Origillal Term or Renewal Tel"l11- If this Atreement is terminated in accordance with this Section, Lessee agrces, at Lessee's cost and expense, to peaceably deliver Ihe
Equipment to Lessor at lhe localion or localiolls specified by Lessor. Upon re\11111 or the Equipment 10 Lessor, lessor will use I\S best efforts to lease or sell that Equipment upon such terms as
Lessor, in its reasonablejlldgmcllt, deems prudent. Lessor will apply the net proceeds of that sale or lease ill Ille following manner: (i) first, to reimburse Lessor for all costs associated wilh the
taking, removing, holding, repairing alld leasing or sellil1g of thai Equipment; (ii) second, to pay to Le~sor an amount equal to the Purchase Price for that Equipment at the time oftlle termination
of III is Agreement; (Hi) third, to pay to Lcssnr the amollnlnecess,lry 10 salisfy Lessee's rClll.1ining obligations under tbis Agreement; and (iv) fourth, to remit any amoullts thereafter remaining to
Lessee. No deficiellcy \\fill be ;ll1owCJ againsl Lcs....ee.
AIn'ICLE IV
Sl'cliOI1 4.01. Ihlll]!t jl~yml.'l1ts. Lessee shall pily Rental P:lymcllts. CXChlSi~cly lI'omlcgally available funds, in lawful l11l)IICY of Ihe United Stales of America to Lessor 011 the dates and in
the amounts set fortll 011 the Payment S~bcdlile. AllY Rel\t;11 i"aymelllnot rec<:.'il'oo on ()f before its due date shall bear interest at the rate of 18% per all11Ulll or tbe maxilllulll alnount penuilted by
law. whichcver is less, from ilS dlle dMc. As sel forth on the Paylllent Schedule, ;1 pOl1ioll of each Rental P,lyment is paid as, and represellts paymenl of, interest
SccliQIl 4.0l. Renlal Pll)'ments to CrHlstltutc a Curn'nl E.\j)ellse of LI',SCl'. llle Obligation of Lessee 10 pay Rel1lal Payments hercunder shall eonslitllle a cUtrent expensc of Lessec, and do
not constitute a 11lal\d310ry plj)l\llCnt oblill.ilioll of Lessee ill ;lllY fseal year beyond thc Ihell ClIlTellt lisc~1 ycar of Lessee. Lessec's o\.llig31ion hereunder shall not in allY way be construed to be a
debt of Lessee in conlravention of any applicable eOllstituti()llfll or sttltutory !il\lit~tioll or requiremenl conccming the creation of indebledness by Lessee, 1I0r shall onylhillg cOllmined hereill
conslitule a pledge of the gencral credit, lax revenues, ftl1lds or mCll1eys of Le~see Lessee and Lessor undersl:tlld that the use of lhe ad valorem taxing power of Lessee to make Rental Paymenrs
c:1l11l0tbecol1lpelled.
SeelioIl4.03. RCi1lnl Pl1\'IllCIl15 To Be lJllcollllWollnl. RXCEPT AS PROVIDED IN SECTION 3.04, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS AND
TO PERFORM ANI) OBSERVE THE OTHER COVE.\'ANTS ANI) AGR~EMENTS CONTAINED HEREIN SHALL liE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS
WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET.OFF on DEFENSE, fOR ANY REASON, INCLUDING WlTHOUT LIMITATION ANY FAILURE OF THE
EQUIPMENT TO BE DELIVERED OR INSTALLED, ANY nEFECTS, iHALFUNCTIONS, BREAKDOWNS OR INfIRMITIES IN THE EQUIPMENT OR ANY ACCIDENT,
CONDEMNATION Oil UNFORESEEN CIRCUMSTANCES.
AlnlCLE v
SectIon 5.01. Dcli\'cry, InSlallali[)1l and Acceptan~e lIf lhc F:quipmcllr. Lessee shall ordcr the Equipmelll, cause the EquilJll1ent to be delivered and installed at the locatioll specified Oil the
front of this Agreement and pay allY and all delivery illld installation costs in C()llnCCli\ll1 therewith. Wllen tlie Eqlllpment has been delivered and inslallcd. Lessee shall ill1l1le<liatcly accept the
Eqllipmenl and evidcllce said accepl:lIlee hy cl\cclltillg and ddivcring 10 Lessur all aeeeplJl1ce (ertil1cate Jccepl<lble to Lcssor, ,'\flcr it has been installed. the Eq~ipment will llOt 00 moved from
the location specified on the frOllt orlhis Agreement withollt Lessor's consent, wllicll COl1S<':1ll slmlll\ot be unreasonably withheld
Section 5.02, Enjoyment ot" Equipment. Lessee shall pCllceably lllld yuietl,;, h;!ve and 11;>1d :!lid el~oy the Equipment durillg the Lease Ten1l, withuut suit, trouble or hindrance Ibm Lessor,
exccpl as otherwise e"pressly setlorth ill this Agreement.
Section 5,03. Right flf hl~pcdioll Lessor shall h.we Ihe rigllt;l[ all rcasol1ilble limes during rCllular business hours to e!ller into and L1pon the property of Lessee for the pUlpOSI' of inspecting
the Equipmellt
Sl'.ceioll 5.04. Use :lIld M,linltll.lnee of the Equipmenl. Lessee will not install. use, operate or maintllin the Equipment improperly, cUI'elessly, ill violatiOll of any applicable law or in a
lll.l.1Iner COllll'ary 10 that COlllcnlplntctJ by this Agl'eemenl. Le~sce shall obtain all perll;its alld licenses, if allY, necessalY for the imm!latioll and operation oflhe Equipment. ]11 addition, Lessce
sh~\1J comply in nil respects with all applicable lnws, regulaliolls and fillings of allY legislative, executive, administflltiveorjudicialbody; provided that Lessee may cOlltestin good faitlltbe validity
or application of any such law, I'egub(ioll or mling in any reasonable manner that does not, inlhe opinion of Lessor, advef'Sely affect the interest of Lessor in and to the Equipment or its inlerest or
ri1lhlS under lhis Agrccment. Lessec ul,tl'ees that it will, at Lessee's own cost and expense, mainlain, pl'eSel"\le and keep the Equipment in good repair, working order and condilion. lfrequested to
do so by Lessor, Lessee will cnter into a m:linten,lIlce contract for lhe Equipment with Velldor. LESSOR SHALL HAVE NO RESPONSIBILlTY TO SERViCE, MArNJAIN, REPAIR OR
MAKE IMPROVEMENTS OR ADDITIONS TO THE EQUIPMENT LESSEE Sl-IALL MAKE ALL CLAIMS FOR SERVICE OR MAINTENANCE SOLELY TO THE VENDOR AND
SUCH CLAIMS WILL NOT AFFr~cr LESSEE'S 013L1GATION TO MAIZEALL REQUIRED RENTAL PAYMENTS
AllTlCI.F.: VI
S~etion 6.01. Title to the EquipllIent Dllring tile l.e<lse Tentl, title to the [quipll;ellt shall vest in Le~see, subj(;(:t 10 tIle rights of Lessor under lhis Agrecment, provided that title shall
tlll'reaficr il11lllediatcly and Wilhollt allY action by Lessee vest in Lessor, ani! Les-~ce sh~1l immediately slllTender posses~ioll of the Eqllipmellt to Lessor upon (a) any termination of this AgreCllJ\':1l1
uther than lcrminatioll pursllllnt to Seelion lOOI. or (b) lile OCC\llTCIICC of (11\ Evellt of Delimh. It is lhe llllent of the panics herc(o that any transfer of title to Lessor pursuant to Ihis Section sllall
oecur alllolll:ltlcally without lhe neecssity of allY hill orsale, cCl'lilic.1te of title 01' (llher illstrulJJcnl "fconveyance. Lessee shall, nevertheless, execule and deliver any such instruments ;IS Lessor
llJay rcqllest to evidence such lIansfcr. lessee ilTcvocab!y designates, makes, ~OllStilutcs and appoints Lessor alld its assignee as Lessee's true and lawful attomey(alld agent in-fact) with power, at
sllch tilllC ofterlllill~lioll or lillles IhereaHer as Lessor III its sole and absolUle discretion Illlly detemline. in Lessee's or Lessor's or such assignee's name, to elXlotse the name of Lessce upon any bill
of sale, document, iuSlf111llcnt, invoice, freighl bill, \.lilJ ofbding or similurdoeun1<lllt relating 10 the Equiplllent in order to vest title in Lessor and transfer possession to Lessor.
SectIon 6.G2. P<!I'somlll'rOlll'rly. Lessor and Lessee agree lllat the Equipmcllt is and will remain personalpl'Operty. TIle Equipment will not be dcelOCd to be llffixed to or a part of the real
estate on which it ll1ay be siluated, Ilotwllhstanding that the Equipmeut or any pat1 thereof may be or hel'Cafl.er become in any manner physically affixed or attached to such real estate or allY
building tbereol1. Upon (he request of Lessor. Lessee will, at Lessce's expense, rurnisll a waiver of OllY interest in the Equipment from allY party having an interest in any such real estate or
building.
ARTICLE VII
Stttion 7,OJ. Liens, T:n:es, OIlier Governmental Cbnrg{'.5 :lI1d Utirtty Chal'ges. LCS:Sl,,'e sh:!lI keep (he Equipment free and clear of all liens, charges and encumbrances, eKcept those created
under this Agreement. The palties 10 this Agrecment COllh~lllJ)latc that the Equipmel1l \Viii be used for a governmenlal or proprietary purpose of Lessee and, therefore, that thc Equipment will be
e;>;empt from alllaxes and other simifar dinr!;es. lflhe U$U, possession or lIcqu,sitiC1l of the Equipmenl is found to be subject to toxation in any fom1, Lessee will pay all taxes and governmental
charges lawfillly .lssessed or levied against Of Wllh respect 10 tile Eqllipme1\!. Lessee shall pay alllllility and other cllarges illClIned in U1e llse and maintenance ofLhe Equipment. Lessee sllallpay
such taxcs and clmrg<:s as the S:lIllt: beeollle dl'C; pl"Qvided Illat, with respcclto any sllch taxes ami charges thalmay lawfL1Hy be paid in i:ls(:\l1ments over a p<:rioll of years, Lessee shall be obligated
to pay only such installl11cnts that aCCrtle during, tile Lease Tenn.
Sct:tioll 7.02. lnSllr:mec. Al its own expense, Lessee slwll maintain (:I) casually insurance il1.~llring the Eqllipmellt against loss or damage by fire and all other risks covered by lite Slalldard
e:<tcllded c!)vcra.,c Clld<)rsetncllt thell ill use in the Slate and ellY other risks reasonably required by Lessor in an 1l1ll01ll1t at least eqwll to the then applicable Purchase Price oflhe Equipment, (h)
liability insurance lhat prol,eo.;~~ Lessor fro III liability in ill! events ill forlll and amount s~tisfaclory to Lessor, alld (c) workers' compensation covcra~e as required by the laws oftlle State; provided
lhal, wilh LeSSOI'S priol' Wrillel\ cOllsel)l, Lessee l1l:IY selt~illsurc allaillst lhe risks described ill chlllSCS (a) and (b). All insurance procceds from casualty losses shall be payable as hereinafter
prollided. lessee shall furnish to Lessor cerlificales evidellclllg such coverage throughout the Lc'ase Tenn. All s\lch casualty and liability insurallce shall be with insurers that are aceeptable to
Lessor, shall IlalllC Lessor as a loss payee and all addiliOllal insllred, respectively, and shall contuin a provision to the effect that such ilt~uranee shalluot be <:allcel1ed: or modified materially
witll0111 lirst O\ivillg written Ilotice thereof to Lessor at le"st tell days in advance OfSllCh callc~llation or 1l10dificalil)n. All soeh casually insurance shan contain a provision making allY losses
payable to Lessecllnd Lessor,astJlcirrespectiveilltereSISl1layapl>car.
Section 7.03. AdvallCU, llllhe event Lessee shall fail to either maintain the insurallce requin;:d by this Agreement, p:ly the taxes or charges required to be paid by it under this Agreement or
kcep the E4uipmellt ill good repair alld working order, Lessor nuy, but shall be under no obligation to, pllrchase the required poliei<!s ofillsurance and pay the cost of the premiullls thereof, pay
such tal;es and charges and mailltllln aud repair the Equipment and p;ty llle cost thereof. All amO\lntS so advanced by Lessor shall become llddiliollulrenl for lhe then current Orio:il1al Ternl or
HCl1ewal Tel111. I,cssee agrees to pay such amounts with interest (herron from lhe dale paid al the i'<l\e of 12.% pera1l11lU11 or tJle ll1o."imum permitted by law, whichever is less.
Section 7.04. Fin:lnei:ll IllfoF'!l1:111011 I~e,.see will <lnllUlllly pml'de LeSS(lr with ClIrr~nt !iull!!cial slatemenls, budgets, proo!:s of appropriation for Ihe enSiling fiscal year and such other
fill;lllcial infonnllion relating to lite ~bililY 01 Lessee 10 continue thiS ^grccll1enl as lIl:ly b~ n:qllcsterJ by Lessor
RcvOm()03
.J.
Sectioll7,Q5. Relc;lsc lllld Indcnwilicllll(Jn, To lhe extent permitted b)llaw, Lessee shall illdcllIllify, protect and hold harmless Lessor from <Iud against any and all liabi]ity, obligations,
los~es, claims and damages whats(\ever, fCgardless ofeause thereof, aud cxpellscs III conllcctioll1hercwilh (including, without limitation, COUllsel fees llnd expenses llnd any federal income WI> alld
intt'rcst and penalties cOlll1eclcd therewith imposed on illlert,t received) alising OIl! of or liS the resull of (a) the entering into this Agreement, (I>) the ownership orallY item or the Equipment,
(c) Ihe manufacturing, ordering, acquisition, lise, operation, condition. purclmse, delivel'Y, rejection, storage or relll.rn of <lily item of lhe Equipment, (d) ally accident ill connection with the
operlltion, use, conditioll, possessioll, ~torul!.C or retUI1l of allY ilelllofthc Equipment I'esuhing ill dalllage 10 property or injury or death to any 11ersoll or (e) the breach of ally covenant herein or any
material mi.represent:llion conl:dned herein. The indemnilkntion arisill!); Uilder Illis paragraph shall contil\\le ill full force and effect not\\;thstanding the full paymelll orall obligations under this
Agrecl'11eut or Ihe tenllinalion ol'the Lease refill tor ;my reason.
ARTICLE VIII
Scclion 8_0J. Risk of Loss. Lessee assumes, from and including the COll1mellccll1enl Date, all risk of loss of or damage to the Equipment frolll any cause whatsoever. No SllC1\ loss of or
damage to the Equipmeru !lor delccl therein Ilor unfitness 01' obsolescence thereof shall relieve Lessee of the obligation 10 make Rental Payments or to penoml any other obligation under tbis
Agreement
Sedion S.Q2.. Dnm11ge, Destruction :lml Condemnation, If (a) the Eqllipmelltor my portion thereof is destroyed, in whole or ill par1, or is damaged by lire or otherc~sua]ty, or (b) title to, or
the temporary use of, the Equipmcm orallY part thereofo! the interest of Lcssce or Lessorin the Equipment or any part thereofshaJl be takcllllllder the exercise of the power of eminent domain by
any govenll1lental body or by allY person, firm or corporation actlllg under govenlll1ental authority, Lessee and Lessor will cause tlle Net Proceeds of any insurance elaim or condemnation award
to be applied 10 Ihe plUll1pt rcpl~cemetlt, repair, restoration, modilicaliOll or improvemelll of the Equipment, (lllless Lessee shall have exercised its optiol1 to purchase the Equipmellt pursuanl to
Section 10,01. ^ny balance ofllle Net Proceeds remaining after stich \Vork has beell completed shall be paid to Lessee.
Section 1l.03. InsutTicJwcy of Nell'rlJncd~, If the Net Proceet.ls ,]f'C insufficient to puy in fulltlie cost of any repllir, restonltion, modification or iml)rovemC1lt referred to in Section B.{)l,
Lessee shall either (;1) COll1pk:te such replilCel1lelll, repair, n::storatioll, l1lodification or illlprovcl1lcnl ilnd pay any cOSts thereofin c:<cess of the amount orthe Net Proceeds, or (b) pu.r<.:hase LesSOl'S
intereSI in the Eqlliplllcnt plll'sualltto Section I{),O], The amount or tile Nel Proceeds, if allY, remaining aHer completing such repair. restoration, modification or improvement or after purchasing
the Equipment shall be retained by Lessee, If Lessee Shall make any pU)'I11ClltS pllrsuant to this Section, Lessee shall not b(; entilled to any reimbursement therefor from Lessor nor shall Lessee be
entitlcdto allY dimillUiiol1oflhcamouiltspay;.blclllH.!CIAllicleI V,
ARTICLE IX
Seclion 9.01. Disclaimer ofWarnmlies. Lr:'sSQR MAKES NO WARRANTYOlt REI'RESENTATlON, EXPRESS OR IMPLIED, AS TO nu: VALUE, DESIGN, CONDITlON,
MERCHANTAIULlTY OR FITNESS FOR J'ARTICULAlt USE OR PUltI'OSE OF THE r~QUIPMENT OR AGAlNST INFRINGEMENT, OR ANY OTHER WARRANTY OR
ItEPRESENTA nON WITH RESJlF.:CT THEltETO. IN NO EVENT SHALl. LESSOR BE LIABLE FOR ANY ACTUAL, JNCiDENTAL, INDIRECT, SPECJAL OR
CONSEQUENTIAL I)AMAGE IN CONNECTION WI1'H OR ARISING OUT Of' nus AGREEMENT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S
USg OR MAINTE:Ni\NCE OF ANY EQUIPMENT OR SERVICES ,'RQVIDED FOIt IN TillS AGREEMENT.
ScctilJll 9.02. Ventlor'~ W;jrrautie5, Lessce I1mj have rights under the contract evidencing tll1: purchase of the Equipmellt; Lessee is advised to COll{i1d lIlt; Vendor fora deseriplioll of allY
~lIch righ~~, Lessor hereby assiglls (0 Lessee during the Le\~sc Tel1n all warrantics rlllllling from Vendor to Lessor, Lessor hereby incvocably appoinls Lessee its agent and auonley.in-facLduring
the Lease Tenn, ';0 1011;;' II'; I.cssce $111111 not he in der:l1i1t Ilerc\ludcr. to i1ssert fwmtill1c [0 time wllatcvcr claims and righls (including without limitation warranties) related to the Equipment that
Lessor may h;lve ag:linst the Vendor. Lcssec's sole remedy ror Ihe brc.lch or any sllch walTanty, indelllnification or representation sl111ll be against the Vendor, and not ag;tinst Lessor. Any such
mailer shall notll:Jvc :lIly errcct whatsoeve.r 011 the rights and obligations of Lessor with respect 10 this Agreemenl, inCluding Ihe right to receive full and timely payments hcrcunder. Lessee
expressly acknowledges th;lt Lessor makcs, <llld has 11l1lde, no l'C]l1'CSelltaliolls er wan:lIl1ic, whatsoever ~s to the exiSlence or availability orsueh warranties by any Vendor.
ARTICLE X
Section ]0.01. Purchase Optiml, Lessee slndl have the optiOll to purchase Lessol'~ iuterest ill all (butllQt less tl,a1\ all) of Ihe Eqllipll1ljnt, lIpon ~[villg written notice to Lessor alleast60 (bllt
notmerc thall 180) d;lYs !JerOl'e the d:ltc ofpllrchase, at the roHowing limes and 11]1011 the lollowing lCrms:
(a) On any Relllal Paymellt Date, upon paYlllem in full orlhe Rwt,1i PaYll1ellls aud ;111 other amO\Lnts then due hereUilder pillS the llien applic;Jb]e Purchase Price to Lessor; or
(I>) In the event ofsubstlltltial damage 10 or deslfllclion or condelllnatioll ofsllbstanlially all of the Equipment, on the day Lessee specifies as the purchase date in Lessee's notice to Lessor of
iLS exerc~e of the purchasc option, upon paymcnl in full ortllc Rental PaYlllellts and all other amO\iIlts then due herellllder plus (i) the Purchase Price designated 01\ the P~ymellt Schedule for
such purchase date ifsllCh pllrchase dnte is 11 Rental Payl1lclll Dale or Ihe l)llrcha.~e Price for the ill\m:di,ltely preceding R<:ntal Payment Date ifsuch purchase date is nota Rental Payment Date,
illld (Ii) ifsucll day is lIOt a Rental Paymclll Date, an Jmountcqllalw Ihc portioll of the illlcrestcolllpOllellt of the Rental PaYll1entsehcduled to come du(,' on the rollowing Rel\talPayment Dale
accrued from Ihe imlllcdiately preceding Rental Payment Date to such pnrciJase dale, computed 011 the basis ofa 360-day year ofLwelvc 30-day mOllths,
Upollllle exercise orthe option to purchase sct forth ahove, title to the Equipment shall be vested in Lessee, fl'ce and c1earofallY cbim by or through Lessor,
Section 10.02. J){'wrll1ina!ion or F11il' Purchase I'fice. Lessee and Lessollicreby agree ami dClcr;nine thatlhe Rent"l Payments hcn!lult1er during the Original Tem1 and each Renewal Term
represcnt the lair \';JllIe of Ille use of the Equipl11cnt and tl'3t lhe :lmOlllll required to excrcise Lessee's option to purchase the Equipment pursuanl to Section 10.0t reprcscnts, 3S of the end of the
Original Term 01" allY Renewal Term. the fuir purtllilse price of the Equipmcnt, Lessee hcreby detennines that the Rental Paymcnts do 110t exceed a rC~lsollal>le amount so as to place Lessee under
a praelical ecollomic COI11I)ulsiol1 to rencw Ihis Al.~'eel11ellt or to exercise its option to pnrcliasc the Equipment hcrcundcr. In making snell determinations, Lessee and Lessor have given
consideration to (a) the costs of the Equipment, (b) the IIses and purposes for which the Eqlliplllent will bc cmployed by Lessce, (c) the benefit to Lessee by reasoll of the acquisition and
insta]lation ofth~ Eqt,ipmellt and the IIse orthe Equipment llllrSU;Jlltto the terllls and provisions of this Agreement, and (d) Lessee's option to purchase the Equipment.
,\RT1CLE XI
Seelioll II ,01. ,\~signlllelll b.l' Lenol', Les,or's interesllll, to allu llllUcr this AgrCCl1lCllt and lhe Equipmcnt may, without notice to or the consent of Lessee, be assigned and reassigned in
whole or in p;Ul10 one or lllore ;lSSignees by Lessor, Lessee hereby appoillts MUl1icipul Rc;;islrar Services (the "Registrar") as its agent for lhe purpose ormaillt~il\illg a wriUen record of each
such assignment ill forllllleccssary to cOlllply with $ccliol' 149(a) ortlle Code. No such ~ssigllll1el1t shall be binding on Lessee unlilthe Registrar h~s received written Ilotice from Lessor ofthe
llame and address oft!le assignee, Lcssee agrees to C;I;eGutc all documcllls, inclu:Jin~ Chatlellllongages or financitlg S(111ell1ClllS Ihat may be reasollably requested by Lessor or any assignee to
proteCI its interest in the Equipmcllt and ill this Agreement. l_e~s(.'e shall not ha\'e the right 10 ~l1d silall not assert against any assigllec any claim, cOlultcrclain\ defense, set.orr or other right
LcssCC-lllay nOll1til1le to IllllC have agllinst LesS<lc
Section I ].02. Assl~mmlll ;lud Suhletlsillg by Lesst'e, NOlle Qr Lessee's right, title alld interesl ill, to 1lnd ullder this Agreemcllt and in the EquipmellL Illay be assigned or encumbered by
Lessee for any reason, except thaI Lessee may sublease all or pm1 of tile Equipment ifLes~ee obtains the prior Mitten comenl of Lessor and an opinion or nationally recog-nizedcounsel in the area
of ta]> exernplllllrnicip,ll obligmiolls satisfhclIlry to LcSSOlthal s\!C1i sulile:lsing willllot adversely alieet the exclusion oftlle inlerest components of the Rental J>aymcllts from gross incon1C for
ft:deral incOll1e til.'\( ptllpOSC~ Any such slIbJe;Lse 01';111 or P;lrl of tile Equiplllent shall be sllbjectto tllis Agreemelll and the righls of the Lessor in, to and under tllis Agreement ami the Equipmcnt.
AHTICLIt XII
Section ]2.01. E,'ellts of DefMull J)eliucd, Subject to the prOVisions ofSecllon 3.04, any oftbe fOllowing shall be "Events ofDef~ult" under this Agl'eemem:
(a) Failure by LeSSt'C to phy any Rental Payment or other payment r<:<]uire:d to be p~id hel'ClInder at the time speeified herein;
(h) Failure by Lessee to ob,erve and perlolln [lilY covenalll, condition or abrreen1ClIt on its part to be observed or perfonned, other than as referJ'ed to in Section 12.01(a), for a period of30
days aner written notice, speeiryillg ~\Ich failure alld requeslhg thllt il be remedied, i, given to Lessee by Lessor, \luless Lessor shall agrce in writing to an e~tellsioll of such time prior 10 iLs
cl\piration; provided. however, if tile failure staled in the notice eanl10t be corrected within the ulmlicable period. Lessor willnolllnl'eaSOllably witbhold its consent to all extension ofsl,mh time
if corrective at;liun is instituted by Lessee within the <lpplicable period and diligently l)lIrsued IlIltil tile dcfault is correelcd;
(e) Any statemellt, l'eprcsCll1atioll or w,m,lllty made by l.essee in 01' pllrSU,1I1l to this A[:rCe!llcn1 or its execution, delivery or perlormllnee shall prove to have been false, incorrect, misleading
or breached in llny I11Jterial respect on tlie date wheulllad<:;
(u) AllY provisio'l of (his Agreel\lCnt Sh1L1I1I1 uny time for any rCilson cease 10 be valid and billding 011 Les;ee, or shall be declared to be null and void, or the validity or enforceability tlleloof
shall be contested by Lessee or allY govelllll1<:lltal agency or aUlhority if the loss ofsllch pml'isioll would materially adversely affect tlle rights or s<:curity of Lessor, or Lessee sha1l deny lhat it
has allY further liabilityorobli~alion ullderthisAgreemel\t;
(c) Lessee slwll (i) 11pply for or COllselU to the ~P]JOilltlllenl ufn recciv~I'. truslee, ctlstodiall or liquida10r of Le>>ee, or orall or a substantia] paltofthe assets of Lcssee, (ii) be unablc, fail or
:ldmil in wlitillg ils inability genel~llIy to pay its debts as they become due, (iii) make a genel';}l assignmellt for the I>enefit of creditors, (iv) have an order for relief entered against it llnder
applicable feJeral bankltlptc}' law, or(v) Hie a votULllary petition in bankruptcy or a pelition 01' an allswer secking reorgallizatioll or all an'angemcnt with creditors or tllking advantage of allY
insolvency lllw or any allswer admiaing Ole Illllterial all\:gation> ofa petilion tiled llg,llnst Lessee in allY I>ankrupley, reorganization or inSOlvency proceeding; or
({) All order, judgment or decree shllll be entered I>y allY court ofoompetcntjllrisdlclion, approving a pctitiou or appointing a receiver, trustee, custodian or liquidator of Lessee or ofall or a
substantial pUl1 of [he asscl~ of Lessee, in e~ch case wilhoul its application. npproval or conSCll!, and such order, judgment or decree sball continue unslayed and in effect for any period of30
consc<:wil'edays,
Sectioll 12..02. Remedies on Default. Whenever allY Event or Def.1ult exisls, Lessor shall 11avc the right, at its sole option witllout any further demand or notice, to takc one or any
combillatioll of tile following remedi:l1 steps:
Rc"mlzOO8
4.
(a) 8y written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by Lessee herewlder to the cud of the then current Original Term or Renewal Term to be
due;
(b) With or without terminating this Agreement, Lessor may entcr the premises where the Equipment is located and retake possession oflhe Equipment or require Lessee at lessee's expense
lO prolllptly letum auy or all of the Equiplllenlto the possession of Lessor at a plllce specified by Lessor, and sell or lease the Equipment or, for the acco\llltofLessee, sublease the Equipment.
holding Lessee liable for the difference between (i) the Rental PaYlncnts and other amounts payable by Lesst;e hereunder pillS the then applicable Purchase Price, and (ii) Ihe net proceeds orallY
such sll.le, lense or sub1cnsc (nfter deductillg all e>:pen>es of lessor in exercisillg its rell1edies Huder this Agreement, includillg without limitalion, all e>:pcnses of taking possessioll, storing,
reconditioning and selling or !casillg Ihe I~quiplllellt and all brokerage, auctioneers' ftnd ntlome)'s' fees); provided that the amount of Lessee's liability ullder Ihis subparagraph (b) shall not
e,.,eed lhe Rental PaYIHents and other amoul1ts olherwise due hereunder plus lhe remaining Rental P~yments and Olher amounts payable by Lessee hereunder to lhe end of tile then current
ligcal yea{ofLess~e; lllld
(c) Lessor mlly t.lke whatever otller action at lawor in equity lI~IY ilppear necessary ordesirahle 10 enforce its rights as the owner oftlle Equipment
In addition, Lessee will remainliilble for ;111 COVCllauls and indel1lnities llllde:r tllis ^grcellll.mt and for all legal fees and other costs and el\penses, including tourt costs, incurred by Lessor with
leS]lCl.:lla the enl"tm:emenl orany artlte rcmedies listed ahovcor all)' other remedy available to Lessor, Lessor may charge illtcre~t all all amounts due to it at the rale of 18% per annUl\1or the:
maximum a1l10uut pcrlllil1cd by law, whichever is less.
Lessor f111d Lessce agtCll lhallherc is no inlcnlion to erente umler this Agreement a right of Lessor to dispossess Lessee iuvoluntarily of Ihe legal title 10 or the right of l1Se of tllC Equipment
~ssor hereby irrevOC<lbly waives 1l1ly right to specific performance ofl.essce's covenant to lransfer legll] title to and retulll ofpossessioll oftlie Equipment to Lessor.
Section 12.03. No Remeu)' Exclusive. No remedy herein conferred upon or reserve<! to Lessor is intended to be c>:c1usive ll11d every such remedy shall be cunllllative and shall be ill addition
to every Olher remedy given under this Agreement or now or hereafter existing at law or in equity. No deJay 01' omission t() excrcise any right or power accruing upon any default shall impair any
such right or Ilower or shall be construed to be a waiver 1llereof, but any SUell right and power nlay be exercised from time to time and liS ofien as may be deemed expedient. In order to entitle
Lessor to exercise allY ren\ed>' r('served to it ill this Article it shallllQt be llcceSS:!lY 10 give any notice, other than such notice as may be required il\ this Article
ARTICLt~ XIII
$ectL()n 13,01. Nutiees. All lIolkes, cerldlcules or other CQml'ltmicatiollS hereunder shall be sufficiently givcr! and shall he: deemed ;;iven when delivered or mailed by registcred mail, postage
prepaid, to lhe Pilrlics at the addl'ess,'s 011 tlie from of this Agreement (Qr:ll such other address as either party hCJ1:tu ,liall designate in WI1tillg to the otlter for notices to such pllrty), to any assignee
atilSaddress.ls it appc;1tS 011 thcregislJ':llionbooks 1111limainedbyLcssee
Section 13,OZ. mlldiug Enloc!. This A~rccmell{ shall inure to the bCllcnl of and shall be binding upon ~sscr and Lessee and their respective successors illld assigns,
':ic:Clion 1J.03. Snnahility. In the e"em any provisinll of this AgrcelllCllt sh.lil be lield invaliJ or unenforceable by all)' court of competcnt jurisdiction, such holding shallllot invalidatc or
rcnJeT unenforccilblellnytllhcrpn)Visioll hereof.
SeClion 13,04. Entire Agrecment. lhis Agreement constitutes tht' cnlire agreement between Lessor nnd Lessec.
Section 13.05. AlllendllwJHS. This AtlreCI11Cllllll:ly be amended ill wriling by Lessor arId Lessce.
Section 13.06. EXt.ClItioll ill CmmterjladS_ This Agreement may be sill1iJlllllleollSly execllted in several COllnterpilrts, each of which shall be all original and all of which shall constitute but
oneaudthes<lmeinstnHllelit.
Seclioll 13,07, Us\,ry, The partics hereto agree that the charges. in lids Agreement shal1uot be a violation of usury or other law. Any slIch excess charge shall be applied in such order as to
confo011 this Agreement to stich applicable law.
Section 13,011. ,Jury Tdat W:llVl'r, TO THE EXTENT PERMITTEl) BY LA'>V, LESSEE ,\GREES TO WAIVE ITS RIGHT TO A TRIAL BY JURY.
Section 13,09, Fae;;imilc DOClImentation. Lessee agrees lhat a f.lcsimile copy of this Agreement wilh facsimile signatures may ue treated as an origino.l and will be admissible liS evidence of
IhisAgreemcnl.
Section 13,10. C:llltl<II1S. The captions 01' heildin~s in this Agreell1cnt are for convenience only mld in no way define, limit or describe the scope or inlent of any provisions or sections oftliis
A,'reemcnt
.. Section'13.II. AplllltillJlc Law, Thi~ Agreement shall be govel'lled by and eonslH,cd ill accordance with the laws orllle Slate.
R~v 0312008
.5-
EXHIBIT A TO EQUIPMENT LEASE PURCHASE AGREEMENT
PAYMENT SCHEDULE
Purchase
Payment # Date Payment Interest Principal Balance Price
05/13/2008 $592,481.40
1 06/13/2008 $10,808.38 $1,784.05 $9,024.33 $583,457.07 $595,126.21
2 07/13/2008 $10,808.38 $1,756.88 $9,051.50 $574,405.57 $585,893.68
3 08113/2008 $10,808.38 $1,729.62 $9,078.76 $565,326.81 $576,633.35
4 09113/2008 $10,808.38 $1,702.28 $9,106.10 $556.220.71 $567,345.12
5 10/13/2008 $10,808.38 $1,674.86 $9,133.52 $547,087.19 $558,028.93
6 11/13/2008 $10,808.38 $1,647.36 $9,161.02 $537,926.17 $548,684.69
7 12/13/2008 $10,808.38 $1,619.78 $9,188.60 $528,737.57 $539,312.32
8 01/13/2009 $10,808.38 $1,592.11 $9,216.27 $519.521.30 $529,911.73
9 02/13/2009 $10,808.38 $1,564.36 $9,244.02 $510,277.28 $520,482.83
10 03113/2009 $10,808.38 $1,536.52 $9,271.86 $501.005.42 $511,025.53
11 04/13/2009 $10,808.38 $1,508.60 $9,299.78 $491,705.64 $501,539.75
12 0511312009 $10,808.38 $1,480.60 $9,327.78 $482,377.86 $492,025.42
13 06113/2009 $10,808.38 $1,452.51 $9,355.87 $473,02199 $482,482.43
14 07/1312009 $10,808.38 $1,424.34 $9,384.04 $463,637.95 $472,910.71
15 08/1312009 $10,808.38 $1,396.08 $9,412.30 $454,225.65 $463,310.16
16 09/13/2009 $10,808.38 $1,367.74 $9,440.64 $444,785.01 $453,680.71
17 10/13/2009 $10,808.38 $1,339.31 $9,469.07 $435.315.94 $444,022.26
18 11/13/2009 $10,808.38 $1,310.80 $9,497.58 $425,818.36 $434,334.73
19 12/1312009 $10,808.38 $1,282.20 $9,526.18 $416,292.18 $424,618.02
20 01/13/2010 $10,808.38 $1,253.52 $9,554.86 $406,737.32 $414,872.07
21 02/13/2010 $10,808.38 $1,224.75 $9,583.63 $397,153.69 $405,096.76
22 03/1312010 $10,808.38 $1,195.89 $9,612.49 $387,541.20 $395,292.02
23 04/13/2010 $10,808.38 $1,166.94 $9,641.44 $377,899.76 $385,457.76
24 05/13/2010 $10,808.38 $1,137.91 $9,670.4 7 $368,229.29 $375,593.88
25 06/13/2010 $10,808.38 $1,108.79 $9,699.59 $358,529.70 $365,700.29
26 07/13/2010 $10,808.38 $1,079.59 $9,728.79 $348,800.91 $355,776.93
27 08/13/2010 $10,808.38 $1,050.29 $9,758.09 $339,042.82 $345,823.68
28 09/13/2010 $10,808.38 $1,020.91 $9,787.47 $329,255.35 $335,840.46
29 10/13/2010 $10,808.38 $991.44 $9,816.94 $319,438.41 $325,827.18
30 11/13/2010 $10,808.38 $961.88 $9,846.50 $309,591.91 $315,783.75
31 12/13/2010 $10,808.38 $932.23 $9,876.15 $299,715.76 $305,710.08
32 01/13/2011 $10,808.38 $902.49 $9,905.89 $289,809.87 $295,606.07
33 02/1312011 $10,808.38 $872.66 $9,935.72 $279.874.15 $285,471.63
34 03/1312011 $10,808.38 $842.74 $9,965.64 $269,908.51 $275,306.68
35 04/13/2011 $10,808.38 $812.73 $9,995.65 $259,912.86 $265,111.12
36 05/13/2011 $10,808.38 $782.64 $10,025.74 $249,887.12 $254,884.86
37 06/13/2011 $10,808.38 $752.45 $10,055.93 $239,831.19 $244,627.81
38 07/13/2011 $10,808.38 $722.17 $10,086.21 $229,744.98 $234,339.88
39 08/1312011 $10,808.38 $691.80 $10,116.58 $219,628.40 $224,020.97
Re"O}/JOOS
RevQ31200S
AMENDMENT TO EQUIPMENT LEASE/PURCHASE AGREEMENT
This Amendment to that certain Equipment lease/Purchase Agreement (together with all Exhibits and this Amendment, the "Agreement") dated
as of May 13, 2008, between Philips Medical Capital, LLC (together with its successors and assigns. "Lessor"). and Collier County Board of
Counly Commissioners (together with its successors and assigns. "Lessee"), is incorporated in and is hereby made a part of the Agreement.
Lessor and Lessee hereby agree thai capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such
terms in the Agreement and that the following changes and additions are hereby made to the Agreement:
1. The 1 st sentence of Section 2,01 (a) of the Agreement is deleted and the following sentence is inserted in lieu thereof:
Lessee is a municipal corporation and political Subdivision duly organized and existing under the constitute and the laws of the State of
Florida.
2. Section 2.01 (h) of the Agreement is deleted and the following Section 2,01 (h) is inserted in lieu thereof:
Lessee has complied with Collier County Purchasing Policy.
3. The 2nd sentence of Section 4.01 is hereby deleted, and the following sentence is inserted in lieu thereof:
Any Rental Payment not received on or before its due date shall bear interest in accordance with section 218,75, Florida Statutes. also
known as the "Florida Prompt Payment Act..,
4. The following sentence is added to section 4.03:
Equipment to be properly delivered and accepted by Lessee prior to Agreement funding evidenced by a properly executed Acceptance
Certificate by Lessee.
5. The 3rd sentence of Section 6.01 is h~reby deleted, beginning with "Lessee irrevocably" and ending wIth "possession to Lessor'"
6. The 3rd senlence of Seclion 7.03 is hereby deleted, and the following sentence is inserted in lieu thereof:
Lessee agrees to pay such amounts with interest thereon In accordance with section 218.75, Florida Statutes, also known as the -Florida
Prompt Payment Act".
7. The 1st sentence of Section 11.01 is hereby deleted, and the following sentence is inserted in lieu thereof:
Lessor's interest in, to and under this Agreement and the Equipment may, with written consent of Lessee, which will not be unreasonably
withheld, be assigned and reassigned in whole or In part to one or more assIgnees by Lessor.
8. The 1st sentence of Section 13.01 is hereby deleted. and the fOllowing sentence is inserted in lieu thereof:
All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed
by certified mail, postage prepaid, to the parties at the addresses on the front of this agreement (or at such other address as either party
hereto shall designate in writing to the other for notices to such party), to any assignee at its address as it appears .on the registration
books maintained by Lessee.
9. The following section 13.02 is added to the lease:
Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall
make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of lessor with
full decision. making authority and by Lessee's staff person who would make the presentation of any settlement reached during
negotiations to Lessee for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by
representatives of Lessor with full decision-making authority and by Lessee's staff person who would make the presentation of any
settlement reached at mediation to OWNER'S board for approval. Should either party fall to submit to mediation as required hereunder,
the other party may obtain a court order requiring mediation under section 44.102, Fla.Stat.
Any suit or action brought by either part to this Agreement against the other party relating to or arising out of this Agreement must be
brought in the appropriate federal or state courts In Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
Except as specifically set forth in this Amendment, all terms and conditions contained in the Agreement remain In full force and effect and are
hereby ratified and confirmed.
LESSEE:
Commissioners
BY:
BY; X
BY:
BY:
Tom Henningl Chairman
PRINTED NAME AND TITLE
ADDRESS: 2600 Grand Blvd.. Suite 380
ADDRESS: 2705 S. Horseshoe Drive
Kansas City. MO 64106
. NaDles. FL 34104
. DATE: rf/11#.
ATTEST: .'. (J
DWIGHT (SROCK, CLgRK ,
(.
DATE:
& legalllUftioiency
---7
ATTACHMENT 2 TO STATE AND LOCAL GOVERNMENT LEASE PURCHASE AGREEMENT
EQUIPMENT DESCRIPTION
Quantity
35
Description
Philips HearlStart Monitors
with all attachments and/or
accessories
Serial Number
ACCEPTANCE CERTIFICATE
Philips Medical Capital, LLC
2600 Grand Avenue, Suite 380
Kansas City, MO 64108
Ladies and Gentlemen:
Re: Equipment Lease Purchase Agreement dated as of May 13, 2008, between Philips Medical
Capital, LLC, as Lessor, and Collier County Board of County Commissioners, as Lessee.
In accordance with the Equipment Lease Purchase Agreement (the O'Agreement"), the undersigned Lessee
hereby certifies and represents IO, and agrees with Lessor as follows:
(1) All of the Equipment (as such term is defined in the Agreement) has been delivered, installed and
accepled on the date hereof.
(2) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and
appropriate and hereby acknowledges that it accepts the Equipment for all purposes.
(3)
Agreement.
Lessee is currently maint<:lining the insurance coverage required by Section 7.02 of the
(4) No event or condition that constitutes, or with notice or lapse of time, or bothl would constitute, an
Event of Default (as defined in Ihe Agreement) exists at the date hereof.
Dale: }Jlif /, ~ :) CO g' .
COLLlER COUNTY BOARD OF COUNTY
COMM'J:
;;:"" ~"r::::h
[SEAL]
"'~,y
ATTE$T: '1':.
DWIGHT SHROCK ~lERk
~UtyCl
Attm d'~'"
11V'l&bre on}.
c.
,
Re~03120<ll\
MUNICIPAL CERTIFICATE
Re: Equipment Lease Purchase Agreement (the "Agreement"), dated, April 15, 2008, between Philips Medical Capital, LLC as
Lessor, and, Col1ier County Board of County Commissioners, as Lessee.
I, the undersigned, the duly appointed, qualified and acting ~'-I! /(('
hereby certify this 12_1ltay of nl If V ,2008, as follows:
~ ., ~OC~
(1) Lessee did, at a___.____ tegu~rSpeCial) meeting of the governing body of the Lessee held on M~.. I L'::2. - ~
by motion duly made, seconded and carried, in accor ance with all requirements of law, approve and authorize the cxec~ of the
above-referenced (the "Agreement") on its behalf by the following named representative orthe Lessee, to wit;
** IOrY'I H E1"\ll i ~
Printed Name of
(Person Executing the Lease)
(Clerk or Secretary) of the above-captioned Lessee do
Clro; rrY\&1l
TlUe
Signature of
(Person Executing the Lease)
**Tltis signature line is to be signed by person authorized by the governing body to execute the documents 011 behalf of the Munidpality.
(2)
forth above.
The above~named representative of the Lessee held at the time of such authorization and holds at the present time the office set
(3) The meeting of the governing body of the Lessee at which the (the "Agreement") was approved and authorized to be executed
was duly called, regularly convened and attended throughout by the requisite majority of the members thereof or by other appropriate offiCIal
approval and that the action approving the (the "Agreement") and authorizing the execution thereof has not been altered or rescinded.
(4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of
Default (as such term is defined in the above-referenced Equipment Lease Purchase Agreement) exists at the dale hereof.
(5)
the Lessee.
All insurance required in accordance with the above-referenced Equipment Lease Purchase Agreement is currently maintained by
(6) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget
year to make the Rental Payments scheduled to come due during the Original Term and to meet its other obligations for the Origmal Term (as such
ferms are defined in the above-referenced Equipment Lease Purchase Agreement) and such funds have not been expended for other purposes.
(7) ThefiSCalyearofLesseeisfromt:L~to Sep-temhe(,30
",' .'
IN WITNESS WHEREOF, I hereunto set my hand and the seal of the governing body orthe Lcssce"th;.d~'y.an"d Ye,ar ,first above written
-', ~,- ..' "
.,'"
~A~ ~t}C
M'tkJJ~ut ... '"'
NamS1~flIi'iI!lOI111l' BrocK"
TItle: Clerk ,;ffCo1"1Ct."
" "', ~ '
(SEAL)
Subscribed to and sworn before me this _ day of _
,200 .
Notary Public
My commission expires ___.__.
Rev OS/2005
& legal~
TAX DESIGNATIONS AND COVENANTS
1. The covenants and designations hereinafter set forth are intended to be, and hereby are, incorporated into
the Equipment Lease Purchase Agreement, dated April ] 5, 2008 (the "Agreement"), between PhilIps Medical
Capital, LLC ("Lessor") and Collier County ("Lessee"), and except as otherwise defined herein, all terms defined III
the Agreement shall have the same meaning herein as in the Agreement. The Commencement Date of the
Agreement is or will be in the calendar year 2008 (the "Issuance Year").
2. Bank Qualification.
[Lessee initial here if this provision is applicable: -' -<.r
{Lessee initial here if this provision ;s NOT applicable.1t!J
(a) Lessee hereby designates the Agreement as a "qualified tax-exempt oblIgation" as defined in Section
265(b)(3)(B) of the Code. The aggregate face amount of all tax-exempt obligations (excluding private activity
bonds other than qualified 501(c)(3) bonds) issued or to be issued by Lessee and all subordinate entities thereof
dunng the Issuance Year is not reasonably expected to exceed $10,000,000.
(b) Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of
$10,000,000 of tax-exempt obligations (including the Agreement but excluding private activity bonds other than
qualified 501(c)(3) bonds) during the Issuance Year without first obtaining an opinion of nationally recognized
counsel in the area of tax-exempt municipal obligations acceptable to Lessor that the designation of the Agreement
as a "qualified tax-exempt obligation" will not be adversely affected.
3. Small Issue Arbitrage Rebate Exception.
{Lessee initial here if this provision is applicable: ~ ...{tJ
{Lessee initial here if this provision is NOT applicable: l-P
(a) Lessee represents and wanants that it is a governmental unit under the laws of the State with general taxing
powers; the Agreement is not a private activity bond as defined in Section 141 of the Code; 95% or more of the net
proceeds of the Agreement will be used for local governmental activities of Lessee; and the aggregate face amount
of all tax-exempt obligations (other than private activity bonds) issued by the Lessee and all subordinate entities
thereof during the Issuance Year is not reasonably expected to exceed $5,000,000.
(b) Lessee hereby covenants that Lessee and all subordinate entities thereof will not issue in excess of
$5,000,000 of tax-exempt bonds (including the Agreement but excluding private activity bonds) during the Issuance
Year without first obtaining an opinion of nationally recognized counsel in the area of tax-exempt municipal
obligations acceptable to Lessor that the excludability of the interest on the Agreement from gross income for
federal tax purposes will not be adversely affected.
Dated J1J if
,0 1. (;.QL
,
Collier County Board
LESSEE
~'" '
By:
Title:
[SEALJ~':.\
;.;F
AJ;tEST:
~~U~;f'~U~;S
CERTIFICATE OF CLERK OR SECRET
I, the undersigned, do hereby certify that (i) the foregoing Tax Designations and Covenants were adopted
and approved by action of the governing body of Lessee at a meeting duly called, regularly convened and attended
throughout by the requisite majority of the members thereof, (ii) the officer of Lessee who executed the foregoing
Tax Designation and Covenants on behalf of Lessee and whose genuine signature appears thereon is the duly
qualified and acting officer of Lessee as stated beneath his or her signature, and (iii) said officer has been authorized
to execute the foregoing Tax Designations and Covenants on behalf of Lessee.
Dated:
DWIGHT E. BROCK, CLERK OF COURTS
Title:
R~v OJi~OOH
Fo<m8038-G
Information Return for Tax-Exempt Governmental Obligations
). Under Internal Revenue Code Section 149(e)
r See separate Instructions.
Caution: If the issue price is under $100,000, Use Form 803S-GG
OMS No. 1545-0720
."",,-
1 Issuer's Name
Collier County
3 Number and street (or P.O. box if mail is not delivered to street address)
2705 S. Horseshe Drive
5 City, town, or post office. state and ZIP code
Naples, Fl34104
7 Name of Issue
Equipment Lease Purchase Agreement
9 Name and tille of officer or legal represenlative wt10m the IRS may call for more informallon
Reporting Autl10rlty
If Amended Return1 chec~ here >0
2 Issuer's employer identifICation number
59-6000558
Room/Suile 4 Report number
3 2008-
6 Dale of issue
10 Telephone number of officer or legal representative
Type of issue (check applicable box{es) and enter the Issue price) See instructions and attach schedule
11 0 Education ......................................
12 ./ Health and hospital..
13 0 Transportation
14 0 Public safety ...n.......,.............................. ........,..................
15 0 Environment (including sewage bonds) .... ,...........,........... .
16 0 Housing.",.............. ..............,. ................. ...............
17 0 Utilities.................. ............... .. ....... .... ,.".......,...
18 Other. Describe ~ . .... ........... ................. .................. .............,.
19 if obligations are TANs or RANs, check box @ 0 If obligations are BANs, check box .... ................. @ 0
20 If obligations are in the form of a lease or installment sale, check box .................. .................. .....@ y'
. n Description of Obligations (Complete for the entire issue for which this form is being filed)
(e) Stated redemption (d) Weighted
price at maturity average maturity
11
12
13
14
15
16
17
18
$592,481 -40
(b) Issue price
J
(e) Yield
$592,481.40 $592,481.40
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interesL........................................... ........,......
23. Issue price of entire issue (enter amount from Une 21, column (b))..... .............
24 Proceeds used for bond issuance costs (including underwriters' discount)........ 24
25 Proceeds used for credit enhancement.................................................... .............. 25
26 Proceeds allocated to reasonably required reselVe 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) ....................................................... .................. ....................
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)................ ...,....,............
" 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.....,. ................ . ....,.......}> N/a
32 Enter the remaining weighted average maturity of the bonds to be advance refunded .........................:> N/a
33 Enter the last date on which the refunded bonds will be called...... ...................."...... ...........}> N/a
34 Enter the date{s) the refunded bonds were issued}> ........................,.............................................................
_,- ,;~IJ.!t~ ~: Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) ..... .................................m.........
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed Investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract >-
37 Pooled f1nancings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax.exempt issue, check box )0 0 and enter the name of
the issuer )- and the date of the Issue >-
38 If the issuer has designated the issue under sectIon 265(b)(3)(B)(i)(III) (small issuer exception), check box. ................ .> 0
39 If tile issuer has elected to pay a penalty in lieu of arbitrage rebate. check box... ...."...."....... ...................... .....);> D
40 If the Issuer has identified a hedge, check box........................... .................."..... ................. ......,.............."...........-..... .:> 0
Under penalties hat I have examined Ihis return and accompanying schedules and statements, and to the best of my knowledge and belief, they
are true, carre
2.6168
3.61%
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years
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~
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. .
Sign
Here
'rom Hpnning.
e or rint name and title
rhri;rmrin
$i nature 0 is er's authoriz re ~~tive""
For Paperwork Reduction "Xi y~~: see::pag~' 2 ?f the '.
DWfGHT E. BYiOCK, ClE.RK
~~~O(
Qlla~t9(!: . .. ,
Cat. No. 63773$
Form 8038~G (Rev. 11-00)
Approv
lega1~
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP lOSE I DATE (MMlDOI't'YYY)
COLLI 2 04/22/08
PRODUCER THIS CERTIFICATE is ISSUED AS A MATTER OF INfORMATION
Insurance and RLsk Management ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Services, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
8950 Fontana Del Sol Way #200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Naples FL 34109-4374
Phone: 239-649-1444 Fax; 239-649-7933 INSURERS AFFORDING COVERAGE NAIC#
-..--..-.-.- _ M~
INSURED INSUR~R A- Princeton Excess & Surplus 10786
- -.'--.-
~~B L.""...uk """,,,O~~ rns~._oc.
Collier County Government _.~,_...-
Risk Management Department INSURERC .sa
-.. -
3301 Tamiami Trail East, #D IN$URERO' Liberty Mutual Insurance 23043
Naples FL 34112 .--. .--
INSURERE Columbia Casualtu Companv 31127
COVERAGES
TliEPOllCIESOFINSURANCElISTEDBELOWHAVEBEENISSUEDTOT~EINSUREONAMEDABO\lE FOR TIiE POLICY PERtoD INDICATED. NOnMTIiSTANOING
ANYREQUIREMENT,TERMORCoNDITlONOFANYCONTRACTOROTIiERDDCUMENT'MTHRESPECTTO'M;,CHTH'SCERTIFICATEMAY6EISSUEDOR
MAYPERTArN,THEINSURA"CEMFOR;OEDBYTHEPOLlCIESOESCRIBEDIiEREINISSUBJECTTOALlTHETERMS,E.xCL.USIONSANOCQNDIT10NSoFSUCH
POLICIES. AGGREGATE LIMITS SHOINN MAY HAVE SIOIO" REOUCED SY ?AID ClAIMS
INSR DD'l ----- IrOlICYEFFECTl'lE -pciLIcY~-X'P;RATION --.--.
cm ,,~ TYPEOFINSUFlI\"CE POLlCYNUMIlER. DATEIMMlDDIYY) OATEIMMlDOIYY) liMITS
GE"ER.AllIABIlITY EACH OCCURRENCE I, 1,000,000
64A3EXOOOOO1503 10/01/07 10/01/08 :)AMAGETORENTED
A X ~_~MERCIAlGENERAlLlABILlTY PREMISES (E' O"""'.",e) , Included
-- ClAiMS MADE [UOCCUR -.,~.-
, ~_EDEXPiA"l'oo'pe";on) , 1,000
B- -- ,~-~ -
SlR$200,OOOOCGUAAENGE LERSONAL&ADVINJURY , Included
I - ---
slR$lOO,OOOPERPE"-SON ~""""C"cc^" , 1,000,000
i -
.?-_~_'lAGGREGATEn~PlIESPER'n PROD~GT,S.-_CO~PIOPAGG _~_;~OOO,OOO - --
PRO_
X POliCY JECT LOG
1 ~'O"""~'"rr I iCOMBINEDSINGlELlMIT
, , 1,000,000
A X ANY AlITO 64A3EXOOOOO1503 10/01/07 10/01/08 'IEa8"";dent)
i ,
~'com,"o"' - .~~- --
~IAlLO\M-jE~AUTOS I,
SCHEDULED AUTOS SI"-$'OO,OOOOCCURRENGE (per person) ~
C- .----
~ HIRED AUTOS srn. >100,000 HRFERSON 60DILY;NJURY
, I."- NON_O~EDAUTOS iIPe,.ccidentJ
, ,
I~;~RTY-~~M'A~E -~."
--,--'- .- 1,
i IPN.oc,o,n!) i
Ro'"~'"rr ~TQ ON~~_:..E~_~,~,CIDENT ,
-.
r-- ANY AUTO OTHER THAN EAACC ,
".~-
AUTO ONlY ^"" ,
lEXCESS/lJMBRElLALIABtllTY 1 , EACH OCCURReNCE , 1,000,000
~OCCUR [~CLAIMSMADE -
A 64A3FFOOOOOll02 10/01/07 10/01/08 AGGREGATE , 1,000,000
, .--
Roeco""",, I Excess ,
I ' General ,
---" .----------
RETENTION , Liability ,
~7STATU- I 10TH.
WORKERS COMPENSATlON AND X TO~'!.!:'~ITS '"
EMPLoYERs'L1ABrLlTY 64A3EXOOOOO1503 10/01/07 10/01/08
A ANY PROPRIETORJPARTN~RiEXECl!lIVE I El ~ACHACCIDENT , 600000
-
OFFICeRIMEM6EREXClUDEO? SIR $350,000 ~~~E~::.:_~:_MPlOYEE , 600000
"Y.$,deso,;beunde,
SPECIAlPROI/tSIONSb.low c.l,DISEIISE-POlICYlIMIT , 600000
OTH~R
B **Property LHD356921 04/01/08 04/01/09 primary $25,000,000
C **Property N08NA03542 04/01/08 04/01/09 i ADP Reten $50,000
DESCRlPT10~OFOPER.ATiONS/LOCAT10111SIVEHICl~SIEXCLUSIONSADDED BYENDORSEMENTISPECIAI.. PROVISIONS
* * Property shared with 5 compo incl Company D-#YS2L9L438946018, Company
E-#RMP2083561063 & Company F-#N08NA03540 from 04/01/08-04/01/09. Self Insd
Ret. incl within limis of liab; As allowed by Florida Statute 768.28. The
certificate holder is listed as Loss Payee/Additional Insured as respects to
35 Heart Start Moni tors with all attachments and/or accessories.
CERTIFICATE HOLDER
CANCELLATION
PHILIPM
SHOUlDANYOFl1iEABO'leDESCRlBEOPOLICIESBECANCELLEDBEFORETHEEXPIRATION
DATE THEREOF,THE ISsUrNG INSURER W1L.l ENDEAVOR TO MAil
10
DAYSWRlTTEN
NOTlCETOTHECIORTIFICATEHOlD~RNAMEDTo THE lE;FT. BUT FAilURE TO DO SO SHAll
Philips Medical Capital, LLC
2600 Grand Boulevard, Ste 380
Kansas City MO 64108
IMPOSENOOBL10ATlONORLIA81UTYOFANYKINOUPONTltEINSURER,ITSAGENTSOR
ACORD 25 (2001/08)
@ACORDCORPORATlON1988
JI)1l2~
"
DEf'Al\lMfNT
Of REVE"IUE
l 85-8012621830C-2 L 10/26/2007~
-- Certificate Number-~'-~~ ---~Effective b~ate-~
Issued Pursuant to Chapter 212, Florida Statutes
DR-14
R. 04105
09/21/07
: Consumer's Certificate of Exemption:
1_.... .n_.. .. .___p.o_._....._.._......____.____. ..... _._.1
10/31/2012
.-]
Expiration Date
COUNTY GOVERNMENT
ExemptlQl1 CategOry
This certifies that
CGLLlER COUNTY BOARD DF COUNTY
COMMISSIONERS
3301 TAMIAMI TRL E
NAPLES FL 34112-3969
is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible
personal property purchased or rented, or services purchased.
"
Important Information for Exempt Organizations
DR-14
R. 04/05
O[P.'''RTM~NT
Of RfVrNU[
1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases.
See Rule 12A-1.038, Florida Administrative Code (FAG).
2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sale or lease to others by your
organization 01 tangible personal property, sleeping accommodations or other real property is taxable. Your
organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches
are exempt from this requirement except when they are the lessor of real property (Rule 12A-1.070, FAC).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benelit of any individual. Violators will be liable for
payment of the sales tax plus a penalty 01 200% of the lax, and may be subjecl to conviction of a lhird degree
felony. Any violation will necessitate the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Central
RegistratiGn at 850-487-4130. The mailing address is PO BOX 6480, Tallahassee, FL 32314-6480.
Documentation Instructions
The instructions listed be/ow should be fol/owed when completing the enclosed documentation. Documentation completed
improperly will delay funding. If you have any questions regarding the instructions or the documentation, please call us.
I. EQUIPMENT LEASE PURCHASE AGREEMENT (FLORIDA)
EXCEPT AS NOTED, ALL SIGNA TURES MUST BE BY THE PERSON OR PERSONS AUTHORIZED IN LESSEE' 5
RESOLUTION
1. Description of Equipment
. Type in complete equipment description
. Type the location where the equipment will be located after delivery/installation.
2. Terms and Conditions
. Sign and type name and title
. Another individual must attest the signature
3. Certificate of Clerk or Secretary
. Date, sign and type in name and title
4. Opinion of Counsel
. Lessee's legal counsel must sign, date and type in their name, the name of the firm, address and
telephone number.
5. Exhibit A . Payment Schedule
. Sign and type name and title
6. Tax Designation and Covenants
. Initial the appropriate blanks on Ilem #2 and Item #3
. Date, sign and type in name and title
. Another individual must attest the signature
. Clerk or secretary must date, sign and type in title
7. Acceptance Certificate
. Date, sign and type name and title
II. 8038 .IRS Form
. In Box 2, type employer identification number
. Sign and lype name and title
III. CERTIFICATE OF INSURANCE
. Attach a wrilten certificate (binder) of proof of insurance with
Philips Medical Capital, LLC ansiLQL It< As<i~ru. as "Joss payee" and "additional insur ed"
. This certificate MUST be an original certificate
IV. ADDITIONAL DOCUMENTATION THAT MUST BE SENT TO PHILIPS MEDICAL CAPITAL, LLC:
. Resolution of governing body approving the purchase of the equipment and the resolution ratifying the
financing. (Note: If the purcl~J.sc resolution and financing were done in one resolution that ;s sufficient.)
. Original vendor invoice (if applicable)
. Copy of title/MSO listing Philips Medical Capital, /.IC &/or Its Assigns as 1 st lienholder (if applicable)
. First payment check (if applicable)
All documentation should be returned to:
Philips Medical Capital, LlC
2600 Grand Boulevard, Suite 380
Kansas City, MO 64108
816-448-5555
Rcv031200S