Were privately funded stadium furnishings exempt because a public authority placed the orders?

Subject

Exemption for Purchases by Public Entities

Plain-English summary

The stadium furniture, fixtures, and equipment were taxable despite being ordered and titled in the public authority's name. In substance, the private team was the purchaser: it supplied the segregated funds, selected the items, bore the insurance and other costs, indemnified the authority for sales tax, and held exclusive use for the furnishings' useful life.

The authority received bare legal title but no meaningful economic benefit or burden of ownership. The Department therefore rejected both the governmental-entity exemption and the claim that the authority bought the furnishings for resale or rental to the team.

What this means for you

Government purchase orders and exemption numbers did not control. Florida examined the whole transaction, especially who funded the property, bore risk and costs, controlled selection and use, received insurance value, and benefited from avoiding the tax.

Common questions

Q: Did legal title in the public authority make the purchases exempt? No. The Department treated the private team as the substantive purchaser.

Q: Why did risk of loss matter? The team bore the economic cost of the builder's-risk insurance, and the authority would hold any proceeds for the team's benefit.

Q: Was this treated as an exempt purchase for lease to the team? No. The authority received no additional rent for the furnishings and acted only as a nominal purchaser facilitating the team's acquisition.

Citations and references

• Fla. Stat. § 212.08(6) — governmental-entity exemption and substance-over-form test
• Fla. Stat. § 212.08(13) — Chapter 212 must expressly provide a sales-tax exemption
• Fla. Admin. Code r. 12A-1.094 — public-works purchases and risk-of-loss factors
• Gay v. Jemison, 52 So. 2d 137 (Fla. 1951) — private economic benefit from publicly titled property
• Asphalt Pavers, Inc. v. Department of Revenue, 584 So. 2d 55 (Fla. 1st DCA 1991) — strict construction of exemptions
• Fla. Stat. § 213.22 — Technical Assistance Advisements

Source

• Landing page: Florida Tax Law Library
• Advisement: TAA 00A-027

Original ruling text

SUMMARY

QUESTION: Is the purchase exempt when a private entity that
is the lessor of a publicly owned facility provides funds
for the governmental entity to use to buy tangible personal
property to be placed in that facility for use by the
private entity?

ANSWER - Base on Facts Below: A private entity that is
obligated by contract to purchase tangible personal
property for its own use in a facility that it leases on a
long-term basis from a governmental entity cannot avoid
payment of sales tax on that tangible personal property by
using a special bank account and having the public entity
issue its purchase orders for the tangible personal
property and make payment out of that account.

Jun 06, 2000

Re: Technical Assistance Advisement (00A-027)
Sales and Use Tax -- Exemption for Purchases by Public
Entities
Section 212.08(6), F.S.

Dear :

This is in response to your letter to the Florida Department of
Revenue dated March 21, 2000, in which you request a technical
assistance advisement ("TAA") indicating that certain purchases
described in your letter will be exempt from Florida sales and
use tax.

Facts

XXX ("Authority") was created by Chapter 65-2307, Laws of
Florida (1965), as amended by Chapter 96-520, Laws of Florida
(1996)(the "Act"), to plan, develop, promote, and maintain
sports and recreation facilities for "the use and enjoyment of

the citizens of XXX." Authority is empowered to purchase,
construct, reconstruct, equip, maintain, and operate any stadium
or other sports facility. Authority may lease, license, or
contract out the operation of its sports facilities and may
lease or license its real property for the construction of
sports facilities with related commercial facilities that may be
"financed and operated as a private enterprise." Section 6 of
the Act provides as follows:

(j) As the Authority serves an essential public purpose and
performs as (sic) essential public function, and as its
sports and recreational facilities will constitute public
property used for public purposes, no taxes or assessments
shall be levied upon any such sports and recreational
facilities or upon income therefrom, and bonds issued under
the provisions of this act, their transfer, and the income
therefrom (including any profit made on the sale thereof),
shall at all times be free from taxation within the state.

XXX ("LP") is a limited partnership formed to enter into an
agreement with Authority concerning the construction and
operation of a football stadium. LP is owned and controlled by
the same persons as the XX ("Team"), a limited partnership that
owns the XXX. On August 28, 1996, Authority and LP entered into
a Stadium Agreement pursuant to which Authority undertook the
construction of XXX (the "Stadium") and licensed the Stadium to
Team for exhibition of its games and related events. Construction
of the Stadium was funded with proceeds of bonds issued by
Authority and backed by local option sales surtaxes, tourist
development taxes, and an allocation of state sales taxes.
Team agreed to exhibit its games and other events at the Stadium.
Team pays $3,500,000 annually under the Stadium Agreement,
$2,000,000 of which is rent for use of the Stadium. LP agreed
to unconditionally guarantee Team's obligations as described in
the Stadium Agreement. The initial term of the Stadium Agreement
ends in 2028. Team has the right to extend the Agreement for a
total of 20 additional years. Other than an increase in the amount
to be paid annually to the Authority, all extensions will be on
the same terms and conditions as in the original Stadium Agreement.

Title to the Stadium and all equipment and furniture provided by

Authority under the Stadium Agreement is held by Authority.
Pursuant to Section 12 of the Stadium Agreement, Authority is
responsible for maintenance and operation of the Stadium,
including the luxury suites. When the Stadium is not in use by
Team under its license, Authority may enter agreements with
others for use of the Stadium (other than specific portions
reserved to Team at all times and subject to restrictions on use
of certain other areas).

Section 6 deals with "additional rights" that Team is granted in
such matters as advertising, concessions, parking, marketing,
scoreboards, and stadium expansions. Paragraph (i) provides:

(i) Luxury Suites. [Team] shall have the sole and exclusive
right to sublease or sublicense any or all of the Luxury
Suites to any third parties during the Term of this
Agreement, upon terms and conditions satisfactory to [Team]
in its sole discretion, and [Team] shall retain all
revenues derived therefrom. As part thereof, [Team], and
its invitees, licensees, sublessees or sublicensees, shall
have sole and exclusive possession of the Luxury Suites at
all times during the Term of this Agreement for, among
other things, the viewing of [Team events] and other
Stadium Events.... No party other then [Team] or [its]
sublessees or sublicensees shall have the right to use any
Luxury Suite for any Stadium Event without the prior
written consent of [Team], or its sublessees or
sublicensees. The Authority shall deliver the Luxury
Suites to [Team] completely built-out and furnished in
accordance with the Design Program Summary....

If the holder of a Luxury Suite wishes to attend an event at the
Stadium other than a Team event, the holder must purchase
tickets from Authority. Authority is obligated to provide those
tickets at no more than the highest price paid for seats by
other attendees and to provide passes for reserved parking. For
events other than Team events or "mega-events" (e.g., Super Bowl
games, World Cup Soccer matches, Olympic events), Team must make
four luxury suites available to Authority for its use.
Authority is specifically prohibited from selling or otherwise
transferring those suites for consideration. The Stadium

Agreement provides that if any additional luxury suites are
added to the Stadium, Team will have the same exclusive rights
as to those suites.

Section 9 of Stadium Agreement provides that Team has the right
"at its sole cost and expense" to make such alterations or
additions to the Stadium as "as are necessary to expand the
number of Luxury Suites in the Stadium to 162." If such
additional luxury suites are added, "Team shall not be required
to pay any additional [rent] to the Authority as part of Team's
use and enjoyment of such additional Luxury Suites constructed
as part of the Approved Alterations."

In February 2000, Authority and Team entered into the Additional
Luxury Suites Project Development Agreement (the "Agreement").
The Agreement provided for 24 additional luxury suites to be
constructed at Team's cost. The additional suites are "deemed a
part of the Stadium in all respects" with Team enjoying "the
same rights and privileges with respect to the Additional Luxury
Suites as it enjoys with respect to the existing Luxury Suites."
The additional suites, including all furniture, fixtures, and
equipment located in the suites, "shall become the property of
the Authority when completed." Team must reimburse Authority
for any ad valorem taxes accruing with respect to the additional
suites and their contents and for any incremental increase in
the costs of operating and maintaining the Stadium that
Authority incurs as a result of the additional suites.
Authority is to receive copies of budgets but "shall have no
review or approval rights."

Section 13 of the Agreement deals with purchases of furniture,
fixtures, and equipment for the additional suites. It provides
as follows:

13. Purchase of FF&E. ... [Team] shall provide... a list of
    all furniture, fixtures and equipment to be acquired for
    the Project ("FF&E"), and [the construction manager] shall
    submit to the Authority drafts of purchase orders to be
    issued by the Authority for their acquisition. [Team]
    shall deposit such funds with the Authority as may
    reasonably be determined by [Team] and the Authority to be

necessary to purchase the FF&E. The Authority shall
deposit such funds into a special interest-bearing FF&E
account at an FDIC-insured lending institution (the
"Deposit Account"), and such funds shall be used only for
the acquisition of the items of FF&E.... After all items
of FF&E have been purchased and paid for, all funds
remaining in the Deposit Account, including interest earned
thereon, shall be promptly paid to [Team].... The
Authority shall be reimbursed by [Team] for all reasonable
administrative costs incurred by the Authority to issue
such purchase orders. Further, [Team] shall indemnify,
defend and hold the Authority harmless from and against any
claims for sales taxes made by the Florida Department of
Revenue with regard to the purchase of the FF&E....

Section 14 of the Agreement deals with insurance. It requires
Authority to purchase or require the contractor to purchase
builder's risk insurance on a completed value basis. Team and
Authority are to be named as additional insured parties under
the policy. Team is required to pay the cost of the insurance
purchased pursuant to Section 14.

The request for advisement includes a copy of a Luxury Suite
License Agreement entered into on January 22, 1998, pursuant to
which a licensee agreed to pay $55,000 per year for a five-year
term for luxury suite number LS-104 with seating for 16. The
$55,000 annual cost includes 16 tickets for regular Team games.
For post-season games and for Stadium events not involving Team,
the licensee is required to buy tickets and is guaranteed that
up to 16 tickets will be offered. Special provision is made for
the 2001 Super Bowl. The licensee is guaranteed only 8 luxury
suite seats, which may not be in suite LS-104, and 8 regular
seats for that event.

Requested Advisement

You have requested an advisement on whether purchases of
furniture, fixtures, and equipment (the "Furnishings") as
described in Section 13 of the Agreement will be exempt from
Florida sales and use taxes.

Taxpayer Position

You believe the purchases of the Furnishings are exempt under
the exemption for governmental entities in s. 212.08(6), F.S.,
as direct purchases. You cite Rule 12A-1.094, F.A.C., in
support of that position.(FN 1) In addition, you believe the
purchases should be exempt as purchases for resale on the basis
that Authority will lease the Furnishings to Team.(FN 2)

Law and Analysis

Sales to governmental units are exempt from sales tax pursuant
to section 212.08(6), F.S., which provides:

There are also exempt from the tax imposed by this chapter sales
made to the United States Government, a state, or any county,
municipality, or political subdivision of a state when payment
is made directly to the dealer by the governmental entity....
This exemption does not include sales of tangible personal
property made to contractors employed either directly or as
agents of any such government or political subdivision thereof
when such tangible personal property goes into or becomes a part
of public works owned by such government or political
subdivision. A determination whether a particular transaction is
properly characterized as an exempt sale to a government entity
or a taxable sale to a contractor shall be based on the
substance of the transaction rather than the form in which the
transaction is cast. The department shall adopt rules that give
special consideration to factors that govern the status of the
tangible personal property before its affixation to real
property. In developing these rules, assumption of the risk of
damage or loss is of paramount consideration in the
determination....

By its terms, section 212.08(6), F.S., exempts only direct
purchases by governmental entities. The exemption does not
apply when a contractor, employed by the governmental entity,
purchases tangible personal property which is to be incorporated
into public works owned by the entity.

Administrative guidelines governing the taxability of materials

purchased for public works contracts, are contained in Rule
12A-1.094, F.A.C., which provides:

(1) This rule shall govern the taxability of transactions
in which contractors manufacture or purchase supplies and
materials for use in public works,....

(2) The purchase or manufacture of supplies or materials by
the contractor for incorporation into a public works
project is taxable to the contractor since he is the
ultimate consumer....

(3)(a) ....

(b) With regard to contracts with government entities, the
exemption in subsection (3)(a) is appropriate only where
the levy would otherwise fall on the government itself, or
on an agency or instrumentality so closely connected with
that government that the two cannot realistically be viewed
as separate entities, at least insofar as the activity
being taxed is concerned....

(4) The exemption in subsection (3)(a) is a general
exemption for sales made to the government.... A
determination of whether a particular transaction is
properly characterized as an exempt sale to a government
entity or a taxable sale to a contractor shall be based on
the substance of the transaction, rather than the form in
which the transaction is cast. The Executive Director...
will determine whether the substance of a particular
transaction is governed by subsection (2)(a) or is a sale
to a governmental body as provided by subsection (3) of
this rule based on all of the facts and circumstances
surrounding the transaction as a whole. The Executive
Director... will give special consideration to factors
which govern the status of the tangible personal property
prior to its affixation to real property. Such factors
include provisions which govern bidding, indemnification,
inspection, acceptance, delivery, payment, storage, and
assumption of the risk of damage or loss for the tangible
personal property prior to its affixation to real property.

Assumption of the risk of damage or loss is a paramount
consideration. A party may be deemed to have assumed the
risk of loss if the party either: bears the economic burden
of posting a bond or obtaining insurance covering damage or
loss; or enjoys the economic benefit of the proceeds of
such bond or insurance. Other factors that may be
considered by the Executive Director... include whether:
the contractor is authorized to make purchases in its own
name; the contractor is jointly or severally liable to the
vendor for payment: purchases are not subject to prior
approval by the government; vendors are not informed that
the government is the only party with an independent
interest in the purchase; and whether the contractors are
formally denominated as purchasing agents for the
government....

You argue that Sections 13 and 14 of the Agreement satisfy the
conditions of the requirements of the rule for establishing that
Authority should be viewed as the purchaser of the Furnishings
rather than Team. Authority will issue purchase orders,
including its consumer's certificate of exemption number,
directly to suppliers and will be invoiced by the suppliers.
Authority will cut its checks or warrants to pay those invoices
and will take legal title to the items purchased.

The request for advice also states that Authority will assume
all risk of loss or damage and will have property damage
insurance in place to cover that risk. Pursuant to the statute
and rule, assumption of the risk of loss prior to tangible
personal property becoming part of a public facility is the
single most critical criterion in determining whether Authority
rather than Team will be viewed as purchasing the Furnishings.
Under the rule, Authority will be considered to have assumed the
risk of loss if Authority bears the economic burden of
purchasing insurance or would enjoy the economic benefit of the
proceeds of insurance. Authority is required to purchase or
cause the construction manager to purchase builder's risk
insurance on the furniture, fixtures, and equipment. Team,
however, is required to pay for and bear the economic burden of
that insurance.

As to proceeds if the Furnishings are destroyed prior to
completion of the additional suites, it is unlikely Authority
would enjoy the benefits of the proceeds. When one party uses
the funds of another to acquire legal title to property for the
benefit and convenience of the party supplying the funds, the
nominal title holder is viewed as holding that property and any
proceeds of that property in a resulting trust for the benefit
of the other party. For example, in Espino v. Anez, 665 So.2d
1080 (Fla. 3rd DCA 1995), a woman took title to a home and
executed a mortgage on it in her name for her daughter and sonin-law, who were unable to obtain financing. When her daughter
died, the woman sold the real property and refused to turn the
proceeds over to her son-in law. The court found that she held
the proceeds of the sale in a resulting trust for her son-in-law
to the extent that he had supplied funds or was legally
obligated to supply funds at the time she took title. See also
Towerhouse Condominium, Inc. v. Millman, 475 So.2d 674, 677
(Fla. 1985)("As a matter of law, where property is acquired in
the name of one person or entity with consideration provided by
others, the transferee is presumed to hold title on a resulting
trust for those who provided the consideration."). If Authority
received insurance proceeds in regard to the Furnishings,
Authority would hold those proceeds for the benefit of Team
rather than enjoying the economic benefit itself.

Authority, while it may hold legal title, has no other rights
incident to ownership of the Furnishings. Team selects the items
to be purchased and Authority has no review or approval rights.
Authority has no right to use or possess the Furnishings prior
to 2028 (2048 if Team exercises all of its extensions). The
useful life of the items at issue (e.g., chairs, bar stools,
television monitors) is far shorter than the minimum term of the
Team's exclusive right to use and enjoy the luxury boxes. There
will be no residual value of these items accruing to Authority
as legal title holder after Team's term of use. Authority will
not be compensated for granting Team the exclusive right to use
and enjoy the Furnishings for their entire useful life. The
Stadium Agreement specifically states that Team will pay no
additional rent as a result of the addition and furnishing of
the 24 additional luxury suites. Authority will not share in
the fees paid by licensees of those additional suites.

It is equally important to note that Authority will not bear any
of the burdens of ownership of the Furnishings. Team is
providing funds for the purchases. The funds provided are kept
segregated from Authority's funds and cannot be used for any
other purpose. Excess funds and any interest earned thereon are
returned to Team. Team is required to bear the cost of any ad
valorem taxes that may be assessed in regard to the additional
suites and their contents. Team is required to reimburse
Authority for any other incremental operating or maintenance
expenses related to the additional suites and their contents,
including the cost of insurance. Team is required to pay any
sales taxes that may be due on the purchase of the Furnishings
or on any operating and maintenance costs that must be
reimbursed.

Authority is using Team's funds to purchase the Furnishings.
Other than bare legal title, Authority acquires no benefit or
burden of ownership of the Furnishings. As a matter of
substance, Team, and not Authority, is the actual purchaser of
the furniture, fixtures, and equipment.

In fact, the Agreement is not a public works contract within the
context of the statute and the rule at all. Those authorities
contemplate a situation where a governmental entity will
ultimately bear the economic burden of tax paid by contractors
because the entity ultimately pays for all materials for the
project under the contract. The statute and rule permit
structuring transactions to take the contractor out of the
middle, so the entity buys directly from the supplier what the
entity would otherwise purchase indirectly through payments to
the contractor. The Agreement does not fit this description.
Absent Section 13, the Authority would have no obligation to
purchase any materials for the additional suites. Team is the
party ultimately responsible for such payment. Direct purchase
plans remove a taxable middleman so an exempt governmental
entity can avoid the economic burden of sales taxes the
middleman would otherwise pass through to be borne by the
entity. The Agreement makes the exempt entity a middleman so a
private party can avoid the economic burden of taxes it would
not otherwise be able to pass on to the entity. This is not

within the intended scope of the exemption granted by s.
212.08(6), F.S.

This reading of the intended scope of s. 212.08(6), F.S., as
granting an exemption where state sales taxes would be paid from
public funds is supported by case law. See Gay v. Jemison, 52
So.2d 137 (Fla. 1951), involving a military housing project on
property leased to a private enterprise for $100 per year by the
federal government under a 75-year ground lease. The private
enterprise was to construct and operate housing, with legal
title in the government. The contractor was to pay all expenses
and keep all income, both from military personnel and from any
members of the general public renting units not required by
military personnel. The contractor argued purchases of
materials for the project should be exempt because the
government would hold title, and have supervision rights because
of the location on military land, and preference had to be given
to military personnel. The public entity exemption statutes at
that time, unlike current s. 212.08(6), F.S., specifically
permitted contractors on public works contracts to purchase
materials tax exempt (without use of direct purchase plans).
The Florida Supreme Court held that exemption was not
appropriate under the circumstances of the case. The opinion
states, "taken as a whole, the arrangement is in reality one
affording a source of income to the lessee, and we think it is
obvious that any money withheld from the state from applying the
exemption would not benefit the national exchequer but would
reach the pockets of private citizens." In this case, the
additional suites will afford income to Team. Any taxes the
state would not receive if exemption were recognized would not
benefit Authority but rather would benefit Team and its owners.

Exemptions from tax are to be strictly construed against
taxpayers. See Asphalt Pavers v. Department of Revenue, 584
So.2d 55 (Fla. 1st DCA 1991); Dade County Taxing Authority v.
Cedars of Lebanon, 355 So.2d 1202 (Fla. 1978). The Department is
not free to interpret the governmental entity exemption in s.
212.08(6), F.S., as granting an exemption from sales taxes that
are the economic burden of a private enterprise rather than a
governmental entity.

The request for advisement also argues that Authority's
purchases of the Furnishings are tax exempt because Authority is
purchasing those items for the exclusive purpose of leasing them
to Team. As already noted above, under the circumstances
Authority is not purchasing the items to lease them to Team but
rather facilitating Team's purchase and holding legal title to
them for the convenience and benefit of Team in a resulting
trust. If Authority were making direct purchases of tangible
personal property with public funds, the exemption in s.
212.08(6), F.S., would apply regardless of what subsequent use
Authority made of the items. Authority could purchase the
tangible personal property and give it to Team for Team to use
as contemplated in the Agreement. It would not be necessary to
rely on the resale exemption for property that will be rented or
leased.(FN 3)

Finally, the provision in the Act concerning tax exemption for
Authority activities does not reach sales taxes on purchases of
furniture, fixtures, and equipment under the Agreement. It
exempts Authority projects from ad valorem taxes. It exempts
income from those projects from income taxes. It exempts bonds
issued by the Authority from intangible property taxes. It
exempts interest on those bonds and gains from selling those
bonds from income taxes. It is silent as to sales taxes.
Furthermore, s. 212.08(13), F.S., specifically provides that
transactions are exempt from sales and use taxes only if
expressly exempted in Chapter 212, F.S. Any law granting an
exemption that is inconsistent with that chapter "shall yield to
and be superseded by" s. 212.08(13), F.S.
Advisements

The purchase of furniture, fixtures, and equipment pursuant to
Section 13 of the Agreement will not be exempt from taxes under
s. 212.08(6), F.S., because Team rather than Authority is in
substance the purchaser. The purchases are not purchases for
purposes of leasing or rental to Team, because Authority is
acting as nominal purchaser only to accommodate Team's
acquisition of the Furnishings at Team's cost. In addition,
Authority will receive no rental consideration for the
Furnishings that would support characterization of Team's use of
the Furnishings as a lease or rental transaction.

Closing Statement

This response constitutes a Technical Assistance Advisement
under s. 213.22, F.S., which is binding on the Department only
under the facts and circumstances described in the request for
this advice, as specified in s. 213.22, F.S. Our response is
predicated on those facts and the specific situation summarized
above. You are advised that subsequent statutory or
administrative rule changes, or judicial interpretations of the
statutes or rules upon which this advice is based, may subject
similar future transactions to a different treatment than
expressed in this response.

You are further advised that this response, your request and
related backup documents are public records under Chapter 119,
F.S., and are subject to disclosure to the public under the
conditions of s. 213.22, F.S. Confidential information must be
deleted before public disclosure. In an effort to protect
confidentiality, we request you provide the undersigned with an
edited copy of your request for Technical Assistance Advisement,
the backup material and this response, deleting names, addresses
and any other details which might lead to identification of the
taxpayer. Your response should be received by the Department
within 15 days of the date of this letter.

Sincerely,

Linda W. Bridges, Senior Attorney
Technical Assistance and Dispute Resolution
(850) 922-9412

LWB/
Control #: 40822

FOOTNOTE 1: You also cite TAA 97A-012, which dealt with
purchases by a county of tangible personal property to be
incorporated into a spring training facility the county would
own and lease to a major league baseball club. A TAA is binding
only as to the parties to whom it is issued and cannot be relied

on by any other taxpayers. In addition, as you acknowledge in
your letter, the facts in TAA 97A-012 differ materially in that
the tangible personal property was purchased with public tax
revenues rather than funds of the baseball team that used the
facility.

FOOTNOTE 2: You cite TAA 99A-076 in support of this position.
As noted, Team cannot rely on a TAA issued to another party. In
addition, that advisement was based on the tangible personal
property being leased under terms requiring payment of fair
market rental value, providing a term that did not exceed 80
percent of the useful life of the property, not granting an
option to purchase at less than fair market value, and otherwise
meeting certain Internal Revenue Service standards for
determining a "true" lease. In addition, the public entity that
owned the arena was not a party to the purchase or lease of the
tangible personal property involved. The tax effect was to
spread the sales tax burden related to the tangible personal
property by remitting tax on lease payments rather than paying
it all at the time of purchase, not to avoid the tax altogether
by structuring it as a purchase by the public entity.

FOOTNOTE 3: Purchases made pursuant to Section 13 of the
Agreement would not qualify as purchases made for purposes of
leasing or renting the Furnishings to Team. Authority will not
be paid any additional rent for the Furnishings. Section
212.02(10)(g), F.S., defines "lease" or "rental" as "leasing or
rental of tangible personal property and the possession or use
thereof by the lessee or rentee for a consideration, without
transfer of the title of such property,..." (emphasis added.)
(Sale is similarly defined in s. 212.02(15), F.S., as a
"transfer of title or possession, or both, exchange, barter,
license, lease, or rental, conditional or otherwise, in any
manner or by any means whatsoever, of tangible personal property
for a consideration." (emphasis added.)). There will be no
consideration that would support treating Authority's
arrangements with Team concerning Team's possession of the
Furnishings as a rental or lease. Authority should not extend a
resale certificate to the suppliers with its orders for those
items.