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Agenda 12/15/2009 Item #16F 5 Agenda Item No. 16F5 December 15, 2009 Page 1 of 19 EXECUTIVE SUMMARY Recommendation to adopt a Resolution #2010- and approve and authorize the Chairman to sign a lease-purchase agreement and all accompanying documents with Government Capital Corporation for the replacement of one (I) ambulance for Emergency Medical Services for five (5) annual payments of $41,575.74 for a total of $207,878.70. OBJECTIVE: To receive approval fi'om the Board of County Commissioners to replace one (1) ambulance via a five-year lease, with $1 buyout at the end of the lease tenn, to bring the fleet of ambulances more in line with the Fleet Management recommended replacement schedule. CONSIDERATIONS: Emergency Medica] Services (EMS) currently has thirty-two (32) ambulances availab]e for service. Two (2) trucks scheduled for replacement in 2008 were not funded, Four (4) more scheduled for replacement in 2009 wcre not funded. Of the four (4) scheduled for replacement in 2010, two (2) were moved to FYI 1 and one (I) was budgeted as a five-year lease-purchase, the last onc (J) was not funded. This leavcs a dcficiency of seven (7) ambulances. On November] 0, 2009, Agcnda Item ] 6.F.5, the Board approved the purchase of three (3) ambulances using excess Carry Forward resulting from revcnues exceeding budget and lower than expected expenditures during FY09. As indicated above, one (I) additional replacement was budgeted as a ]ease purchase with the first annual lease payment in FYIO and staff is seeking approval of the leasc-purchase agreement to fund that replacement through the Florida Sheriffs Association Cooperative Bid li)r Fire Rescue Vehicles and Othcr F]cet Equipment #08- 08-0909. This will reduce the deficiency from seven (7) to three (3), as well as rcduce the number of breakdowns and the potentia] safety/liability issue. FISCAL IMPACT: Funds in the amount 01'$4] .575.74 are available in EMS Fund 490. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office and is legally sufficient for Board aetion--SRT. GROWTH IMPACT: There is no Growth Management Impact resulting from this action, RECOMMENDATION: That the Board of County Commissioners: I. Adopt Resolution #20JO-_~ regarding a lease purchase agreement; and 2. Approve and authOlize the Chainnan to sign the following: a. Florida Municipa] Lease-Purchase Agreement b. Exhibit 13 - Schedule of Payments and Option to Purchase Price c. Incumbency, Insurance, and Essential Use Certificate d. Escrow Agreement (in triplicatc) - PREPARED BY: Artie Bay, Supervisor, Emergency Medical Services Item Number: Ilem Summary: Meeting Dale: Agenda Item No. 16F5 December 15, 2009 Page 2 of 19 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 16F5 Recommendation to adopt a Resolution #2010-_ and approve and authorize the Chairman to sign a lease-purchase agreement and all accompanying documents with Government Capital Corporation for the replacement of one (1) ambulance for Emergency Medical Services for five (5) annual payments of $41 ,575.74 for a total of $207,878.70. 12/15/20099:00:00 AM Prepared By Artie Bay Bureau of Emergency Services Senior Administrative Assistant Date Approved By EMS 1213120092:44:38 PM Jeff Page Bureau of Emergency Services Chief - Emergency Medical Services Date EMS Operations 1213120092:52 PM Approved By Diana Deleon Administrative Services Division Contracts Technician Date Purchasing & General Services 1213120093:10 PM Approved By Dan E. Summers Bureau of Emergency Services and Emergency Management Director of Emergency Services Date Bureau of Emergency Services and Emergency Management 1213120094:08 PM Approved By Scott R. Teach County Attorney Deputy County Attorney Date County Attorney 12/412009 11 :49 AM Approved By Steve Carnell Administrative Services Division Director - Purchasing/General Services Date Purchasing & General Services 1214120093:06 PM Approved By OMS Coordinator County Manager's Office Date Office of Management & Budget 1214120093:48 PM Approved By Sherry Pryor Office of Management & Budget Management! Budget Analyst, Senior Date Office of Management & Budget 12/71200910:13 AM Agenda Item No. 16F5 December 15, 2009 Page 3 of 19 Approved By Jeff Klatzkow County Attorney Date 12/7/20092:29 PM Approved By John A. Yonkosky Office of Management & Budget Director. Management and Budget Date Office of Management & Budget 12/8120099:09 AM CORPORATE OFFICE 345 Miron Drive SoulbJake, TX 76092 8174215400 800 8831199 8174888477 Fax REGIONAL OFFICES 303 Highway:51 South Brookhaven, MS 39601 _~Ol 8236000 1 8236009 Fax 3405 Rockwood Enid, OK 73703 580 7471911 8174888477Fax 3106 Lakcficld Way Sugarland, TX 71419 281 565 6S4S 2814917820 Fax 2384 Highway 59 East Beeville, TX 78t 02 361362-2760 361 362-2763 Fax -@- Agenda Item No. 16F5 December 15, 2009 Page 4 of 19 GOVERNM~NT CAPITAL November 9, 2009' Revised Lyn Wood C/o Artie Bay ArtleBay@colliergov.net Collier County Naples, FL 239-252-2667 Iynwood@colllergov.net Dear Artie, Thank you for the opportunity to present proposed financing for the County, I understand you are considering the acquisition of a new ambulance and are Interested In possibly utilizing lease purchase financing, I am submitting for your review the following proposed financing structure: LESSOR: LESSEE: FINANCING STRUCTURE: Government Capital Corporation Collier County, Florida Tax Exempt Lease/Purchase w/ $1.00 purchase $ 182,751.00 5 Payments 4.55% $ 41,651,65 September 15, 2010 and annually thereafter APPROX EQUIPMENT COST: ANNUAL TERM: INTEREST RATE: PAYMENT AMOUNT: 1ST PAYMENT DUE FinBnclng 'or these projects would be simple, 'ut and eBSY due to the 'Bet thBt: . We have an existing working relationship with your company. . This transaction Is already approved; we have financial statements on file, expediting the process (We will also need current year statements). . The County's legal counsel Is familiar with our documentation, The above proposal is subject to audit analysis, assumes bank Qualification and refiects current market conditions. The above payment amount includes all applicable fees assodated with the transaction expressed in annual compounding. If funding occurs more than 15 days from proposal issue date, we reserve the right to Index to the then current market. Our flnance programs are extremely flexible and our goal is total customer satisfaction. If you have any Questions regarding other payment terms, frequencies or conditions, please feel free to call me. With Best Regards, Ste:p~ Stephanie Cates Client Services 'YOUR PUBLiC FINANCE PARTNER" Agenda Item No. 16F5 December 15. 2009 Page 5 of 19 FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT THIS FLORIDA MUNICIPAL LEASE~PURCHASE AGREEMENT No 5377 (hereafter referred to as "Agreement") dated as of December 15, 2009, by and between Government Capital Corporation, a Texas Corporation (herein referred to as "Lessor"), and Collier County Board of County Commissioners, a political subdivision or agency of Florida (hereinafter referred to as "Lessee"). follows: WITNESSETH: In consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as 1. Term and Payments. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the property described in Exhibit A hereto (hereinafter, with all replacement parts, substitutions, proceeds, increases, additions, accessions, repairs ~nd accessories incorporated therein or affixed thereto, referred to as the "Property") for the amounts to be paid in the sums (the "Lease Payments") and on the dates (the "Lease Payment Dates") set forth in Exhibit B hereto. Except as specifically provided in Section 2 hereof, the obrigation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be absolute and U.1conditional in all events and shall not be subject to any set-off, defense, counterclaim or recoupment for any reason. The tenn of the lease hereunder shall commence upon the dated date of the lease and shall continue until the end of the Lessee's current fiscal period and thereafter for such additional fiscal periods as are necessary to complete the anticipated total lease term as set forth In Exhibit B, unless earlier terminated as provided herein. All payments will be made in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act". 2. Renewal and Non-Appropriation. Lessee agrees that it will take all necessary steps and make timely requests for the appropriation of funds to make all Lease Payments called for under Exhibft 8, and use its best efforts and take all steps to cause such appropriations to be made. In the event that (i) funds f-or the succeeding fiscal period cannot be obtained, (ii)Lessee has exhausted all legally available means for making payment called for under this Agreement, (iii) Lessee has invoked and diligently pursued all legal procedures by which payment calied for under this agreement may be made, (Iv) such failure to obtain funds has not resulted from any act or failure to act of Lessee, (v) Lessee has not acquired, and has no intent to acquire during the subsequent fiscal period, items of property having functions simflar to those the Property or which provide similar benefits to Lessee, and (vi) no funds have been appropriated for the acquisition of such property, Lessee may terminate this Agreement at the end of any fiscal period during the payment schedule set forth in Exhibit B by gJving notice to Lessor or its successors at least sixty (60) days prior to the first day of such fiscal period for which appropriations cannot be made. Such failure to obtain proper appropriation and approval of the full amount of funds necessary to make required payments hereunder during any fiscal period subsequent to the current fiscal period shall terminate all Lessee's right, title and interest in and obligations under this Agreement and to all the Property, effective on the last day of the last fiscal pE!riod for which appropriation or approval was properly obtained. 3. Taxes. In addition to the Lease Payments to be made pursuant to Section 1 hereof, Lessee agrees to indemnify and hold Lessor harmless from and against and to pay Lessor, as additional rent, on demand, an amount equal to all licenses, assessments, sales, use, real or personal property, gross receipts or other taxes, levies, imposts, duties or charges, if any, together with any penalties, fines, or interest thereon imposed against or on Lessor, Lessee or the Property by any governmental authority upon or with respect to the Property or the purchase, ownership, rental, possession, operation, return or sale of, or receipt of payments for, the Property, except any Federal or state income taxes, if any, payable by Lessor. Lessee may contest any such taxes prior to payment provided such contest does not involve any risk of sale, forfeiture or loss of the Property or any interest therein. Lessee is sales tax exempt pursuant to Chapter 212, Florida Statutes. 4. Lessee's Covenants and Representations. Lessee covenants and represents as follows: (a) Lessee represents, and will provide an opinion of its counsel to the effect that, it has full power and authority to enter into this Agreement which has been duly authorized, executed, and delivered by Lessee and is a valid and binding obligation of Lessee enforceable in accordance with its terms, and all requirements for execution, delivery and performance of this Agreement have been, or will be, complied with in a timely manner; (b) All Payments hereunder have been, and "viII be, duly authorized and paid when due out of funds then on hand and legally available for such purposes; Lessee will, to the extent permitted by State law and other terms and conditions of this Agreement, include in its budget for each successive fiscal period during the term of this Agreement a sufficient amount to permit Lessee to discharge all of its obligations hereunder, and Lessee has budgeted and available for the current fiscal period sufficient funds to comply with its obligations hereunder; (c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority for, authorization of performance of, or expenditure of funds pursuant to, this Agreement; Cd) Information supplied and statements made by Lessee in any financial statement or current budget prior to or contemporaneously with the Agreement are true and correct; (e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property, which need is not temporary or expected to diminish in the foreseeable future; specifically Lessee will not give priority or parity in the appropriation of funds for the acquisition or use of any additional property for purposes or functions similar to those of the Property. (f) There are no circumstances presently affecting the Lessee that could reasonably be expected to alter its foreseeable need for the Property or adversely affect its ability or willingness to budget funds for the payment of sums due hereunder; and (9) Lessee's right to terminate this Agreement cs specified in Section 2 hereof was not an independently bargained for consideration, but was included soleiy for the purpose of complying with the requirements of the laws of the State in which Lessee is located. (h) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time during the past ten (10) years has been terminated by Lessee as a result of insufficient funds being appropriated in any Fiscal Year. No event has occurred which INould constitute an event of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years FLORIDA MUNI(JPAL LE,'SE-PURCHASE AGREEMENT. 1 ~genda lte~:0.16~~~l December 15, 2009 Page 6 of 19 s. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons only. Lessee shall use the Property only for its proper purposes and will not Install, use, operate or maintain the Property improperly, carelessly, or in violation of any applicable law, ordinance, rule or regulation of any governmental authority, or in a manner contrary to the nature of the Property or the use contemplated by Its manufacturer. Lessee shall keep the property at the location stated on the CertIficate of Acceptance executed by Lessee upon delivery af the Property until Lessor, In writing, permits its removal, and the Property shall be used solely in the conduct of the Lessee's operations. Lessee shall obtain, at Its expense, all registratIons, permits and licenses, if any, required by law for the Installation and operation of the Property. Any license plates used on the Property shall be issued in the name of the Lessee. If a certIficate of title is issuable with respect to the Property, it shall be delivered to the lessor showing the interest of the Lessor, 6. Maintenance. Lessor shaH not be obligated to make any repairs or replacements. At Its own expense, Lessee shall service, repair and maintain the Property in as good condition, repair, appearance and working order as when delivered to Lessee hereunder, ordinary wear and tear from proper use alone excepted, and shall replace any and all parts thereof which may from time to time become worn out, lost, stolen, destroyed, or damaged beyond repaIr or rendered unfit for intended use, for any reason whatsoever, all of which replacements shall be free and clear of all liens, encumbrances and claims of others and shall become part of the Property and subject to this Agreement. Lessor may, at its option, discharge such costs, expenses and InsurlInce premiums necessary for the repair, maintenance and preservation of the Property, and aU sums so expended shall be due from Lessee in addition to rental payments hereunder. 7. Alterations. (a) Lessee may, at Its own expense, install or place in or on, or attach or affix to, the Property such equipment or accessories as may be necessary or convenient to use the Property for its intended purposes provided that such equipment or accessories do not Impair the value or utility of the Property. All such equipment and accessories shall be removed by Lessee upon termination of this Agreement, provided that any resulting damage shall be repaired at Lessee's expense. Any such equipment or accessories not removed shall become the property of Lessor, (b) Without the written consent of Lessor, Lessee shall not make any other alterations, modifications or improvements to the Property except as reqUired or permitted hereunder, Any other alterations, modifications or improvements to the Property shall Immediately become part of the Property, subject to the provisions hereof. Without the prIor written consent of Lessor, Lessee shall not affix or attach any of the Property to any real property. The Property shall remain personal property regardless of whether it becomes affixed or attached to real property or permanently rests upon any real property or any impro....ement thereon. 8. Uens. Lessee shall not directly or Indirectly create, incur, assume or suffer to exist any mortgage, security interestl pledge, lien, chargel encumbrance or claim on or with respect to the Property, title thereto or any interest therein, except the respective rights of Lessor and Lessee hereunder, 9. Damage to or Destruction of Property. Lessee shall bear the entire risk of loss, damage, theft or destruction of the Property from any and every cause whatsoever, and no loss, damage, destruction or other event shall release Lessee from the obligation to pay the full amount of the rental payments or from any other obligation under this Agreement. 1n the event of damage to any item of the Property, Lessee will Immediately place the same in good repair, with the proceeds of any insurance recovery applied to the cost of such repair, If Lessor determines that any item of Property is lost, stolenl destroyed or damaged beyond repair, Lessee, at the option of Lessee, will either (8) replace the same with Ilke property in good repair or (b) on the next Lease Payment Date, pay Lessor (I) all amounts then owed by Lessee to Lessor under this Agreement, includIng the Lease Payment due on such date, and (If) an amount equal to the applicable Option to Purchase Value set forth in Exhibit B. 10. Insurance. Lessee shall either be self-insured with regard to the Property or shall purchase and maintain insurance with regard to the Property, Lessee shall Indicate on each Certificate of Acceptance executed In relation to this Agreement its election to be self-Insured or company insured with regard to the Property listed on that Certificate of Acceptance. Whether Lessee is self-insured or company insured, Lessee shall, for the term of this Agreement, at Its own expensel provide comprehensive liability insurance with respect to the PropertYI insuring against such risks, and such amounts as are customary for lessees of property of a character similar to the Property, In addition, Lessee shall, for the term of this Agreementr at its own expense, provide casualty Insurance with respect to the Property, insuring against customary risks, co....erage at all times not less than the amount of the unpaid princIpal portion of the Lease Payments required to be made pursuant to Section 1 as of the last preceding Payment Date specified in Exhibit B on which a Lease Payment was made. If insurance policies are provided with respect to the Property, all insurance policies shall be with insurers authorIzed to do business In the State where the Property is located and shall name both Lessor and Lessee as Insureds as their respective interest may appear. Insurance proceeds from casualty losses shall be payable solely to the Lessor, subject to the provisions of Section 9. Lessee shall, upon request, deliver to Lessor evidence of the required coverages together with premium receipts, and each insurer shall agree to gIve Lessor written notice of non-payment of any premium due and ten (10) days notice prior to cancellation or alteration of any such policy, Lessee shall also carry and require any other person or entity working on, in or about the Property to carry workmen's compensation insurance covering employees on, in or about the Property, In the event Lessee falls, for any reason, to comply with the requirements of this Section, Lessee shall indemnify, save harmless and, at Lessee's sole expense, defend Lessor and its agents, employees, officers and dIrectors and the Property against all risk of loss not covered by Insurance, subject to the limitations of Section 768,28, Florida Statutes 11. Indemnification. Lessee shall Indemnify, to the extent permitted by law, and save harmless Lessor and its agents, employees, officers and directors from and, at Lessee's expense, defend Lessor and its agents, employees, officers and directors against alllJability, obligations, losses, damages, penalties, claims, actions, costs and expenses (Including but not limIted to reasonable attorneys' fees) of whatsoever kind or nature which In any way relate to or arise out of this Agreement or the ownershipl rental, possession, operation, condition, sale or return of the Property, All amounts which become due from Lessee under this Section 11 shall be credited with any amounts received by the Lessor from insurance pro....ided by the Lessee and shall be payable by Lessee within thirty (30) days following demand therefore by Lessor and shall survive the termination or expiration of this Agreement. The foregoing is subject to the limItations of Section 768.28, FlorIda Statutes. FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT - 2 -, Agenda Item No. 16F5 December 15, 2009 Page 7 of 19 12. No Warranty. EXCEPT FOR REPRESENTATIONS, WARRANTIES, ANO SERVICE AGREEMENTS RELATING TO THE PROPERTY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY, ALL OF WHICH ARE HEREBY ASSIGNED TO LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND ASSUMES NO OBLIGATION WITH RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY OR FITNESS OF THE PROPERTY DESCRIBED IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO SPECIFICATION OR PURCHASE ORDER, ITS DESIGN, DELIVERY, INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without In any way excusing Lessee from its obligations under this Agreement, and Lessor shall not be liable to Lessee for any damages on account of such risks. All claims or actions on any warranty so assigned shall be made or prosecuted by Lessee, at Its sole expense, upon prior written notice to Lessor. Lessor may, but shall have no obligation whatsoever to, participate in such claim or action on such warranty, at Lessor's expense. Any recovery under such a warranty shall be made payable jointly to Lessee and Lessor, 13. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shall have the option to purchase not less than all of tne Property which is then subject to this Agreement, ~as is" at the payment date, for the Option to Purchase Values set forth in Exhibit B by giving written notice to Lessor not less than slxty (60) days prior to the date specified in Exhibit B for the exercise of such option; provided that upon Lessee's timely payment of all Lease Payments specified in Exhibit B, Lessee shall be deemed to have properly exercised Its option to purchase the Property and shaH be deemed to have acquired all of Lessor's right, title and interest in and to the Property, free of any hen, encumbrance Or security interest except such hens, encumbrances or security interest as may be created, or permitted and not discharged, by Lessee but without other warranties, Payment of the applicable Option to Purchase Value shall occur on the applicable Lease Payment Date specified in Exhibit B hereto, at which time Lessor shall, unless not required hereunder, deliver to Lessee a bill of sale transferring Lessor's interest in the Property to Lessee free from any lien, encumbrance or security Interest except such as may be created, or permitted and not discharged, by Lessee but without other warranties. Upon Lessee's actual or constructive payment of the Option to Purchase Value and Lessor's actual or constructive delivery of a bill of sale covering the Property, this Agreement shall terminate except as to obligations or liabilities accruing hereunder prior to such termination, 14. Default and Lessor's Remedies. (a) The occurrence of one or more of the following events shall constitute an' Event of Default, whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of al1y court or governmentai agency: (1) Lessee fails to make any payment hereunder when due or within ten (10) days thereafter, In accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act" (2) Lessee fails to comply with any other covenant, condition or agreement of Lessee hereunder for a period of the ten (10) days after notice thereof; (3) Any representation or warranty made by Lessee hereunder shall be untrue in any material respect as of the date made; (4) Lessee makes, permits or suffers any unauthorized assignment, transfer or other diSPOSition of this Agreement or any interest herein, or any part of the Property or any interest therein; or (5) Lessee becomes insolvent; or admits in writing its inability to pay its debts as they mature; or applies for, consents to or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part of its property; or, in the absence of such application, consent or acquiescence, a trustee, receiver or custodian is appointed for Lessee or a substantial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement, moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is instituted by or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee or is not dismissed within sixty (60) days. (b) Upon the occurrence of any Event of Default specified herein, Lessor may, at its sole discretion, exercise any or all of the following remedies: (1) Enforce this Agreement by appropriate action to collect amounts due or to become due hereunder, by acceleration of otherwise, or to cause Lessee to perform its other obligations hereunder in which event Lessee shall be liable for all costs and expenses incurred by Lessor; (2) Take possession of the Property, without demand or notice and without court order or any process of law, and remove and relet the same for Lessee's account, in which event Lessee waives any and all damages resulting therefrom and shall be liable for all costs and expenses incurred by Lessor in connection therewith and the difference, if any, between the amounts to be paid pursuant to Section 1 hereof and the amounts received and to be received by Lessor in connection with any such refetting; (3) Terminate this Agreement and repossess the Property, in which event Lessee shall be liable for any amounts payable hereunder through the date of such termination and al! costs and e::<penses incurred by Lessor in connection therewith; (4) Sell the Property or any portion thereof for Lessor's account at public or private sale, for cash or credit, without demand on notice to Lessee of Lessor's Intention to do so, or relet the Property for a term and a rental which may be equal to, greater than or less than the rental and term provided herein. If the proceeds from any such sale or rental payments received under a new agreement made for the periods prior to the expiration of this Agreement are less than the sum of (i) the costs of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (including but not limited to reasonable attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date specified in Exhibit B, and (iH) any past due amounts hereunder (plus interest on such unpaid principal balance in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act" prorated to the date of such sate), all of which shall be paid to Lessor, Lessor shail retain all such proceeds and Lessee shall remain liable for any deficiency; or (5) Pursue and exercise any other remedy available at law or in equity, in which event Lessee shall be liable for any and all costs and expenses incurred by Lessor in connection therewith. "Costs and expenses," as that term is used in this Section 14, shall mean, to the extent allowed by law: (i) reasonable attorneys' fees if this Agreement is referred for collection to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costs and disbursements including such costs in the event of any action necessary to secure possession of the Property; and (m) actual and reasonable out-of-pocket expenses Incurred in connection with any repossession or foreclosure, including costs of storing, reconditioning and reselling the Property, subject to the standards of good faith and commercial reasonableness set by the applicable Uniform Commercial Code, Lessee waives ail rights under all exemption laws, except Section 768.28, Florida Statutes F..ORlDA MUNICIPAL LEASE-PURCHASE AGREEI.1ENT - 3 Agenda Item No. 16F5 December 15, 2009 Page 8 of 19 (6) Under no circumstances shall Lessee be liable under this subsection 14 (b) for any amount in excess of the sum appropriated pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and paid during such previous and current fiscal years from amounts so appropriated. 15. Termination. Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof, lessee shall, upon the expiration or the term of this Agreement or any earlier termination hereof pursuant to the terms of this Agreement, deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to lesseej ordinary wear and tear resulting from proper use alone excepted, by loading the Property, at Lessee's sole expense, on such carrier, or delivering the Property to such location, as Lessor shall provIde or designate at or within a reasonable distance from the general location of the Property, If Lessee falls to deliver the Property to Lessor, as provIded In this Section 15, on or before the date of termination of this Agreement, Lessee shall pay to Lessor upon demand, for the hold-over period, a portion of the total payment for the applicable period as set forth In Exhibit B prorated from the date of termination of this Agreement to the date Lessee either redelivers the Property to Lessor or Lessor repossesses the Property, Lessee hereby waives any right which it now has or which might be acquired or conferred upon it by any law or order of any court or other governmental authority to terminate this Agreement or Its obligations hereunder, except In accordance with the express provisions hereof. 16. Assignment. Without Lessor's prior written consent, Lessee will not either (I) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Agreement or the Property or any Interest in this Agreement or the Property; or (II) sublet or lend the Property or permit It to be used by anyone other than Lessee or Lessee's employees, Lessor may assign Its rights, title and interest in and to this Agreement, the Property and any other documents executed with respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property, in whole or in part. Any such assIgnees shall have all of the rights of Lessor under this Agreement, Subject to the foregOing, thIs Agreement inures to the benefit of and Is binding upon the heIrs, executors, administrators, successors and i:lssigns of the parties hereto. No assignment or reassignment of any of Lessor's rights, title or interest in this Agreement or the Property shall be effective with regard to Lessee unless and until Lessee shall have received a copy of the document by which the assignment or reassignment is made, disclosing the name and address of such assignee, No further action will be required by Lessor or by Lessee to evidence the assignment. but Lessee will acknowledge receipt of such assignments in writing if so required. During the term of this Agreement, Lessee shall keep a complete and accurate record of all such assignments In form necessary to comply with the UnIted St~tes Internal Revenue Code of 1986, Section 149 (a), and the regulations, proposed or existing, from time to tIme promulgated thereunder, Prior to any assignment by Lessor It shall first be approved by Lessee with haste and the knowledge that time is of the essence, Such approval shall be in accordance with Lessee's Procurement AdminIstrative Procedure, Section IV.C.9 and Lessee's execution of the Lessor provided Notification of Assignment Letter shall be deemed as approval by the Lessee and that It Is the Lessee's responsibility to be in accordance with said Section before such execution, 17. Personal Property. The Property is and shall at all times be and remain personal property. 18. Title. Lessor shall have title to the Property during the term of this Agreement. Upon payment of all sums due hereunder to Lessor, Lessor shall convey title to the Property to Lessee. 19. L.essor's Right to Perform for Lessee. If Lessee fails to make any payment or perform or comply with any of its covenants or obligations hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such covenants and obligations on behalf of Lessee, and the amount of any such payment and the expenses (InCluding but not limited to reasonable attorneys' fees) Incurred by Lessor in performing or complying with such covenants and obligations, as the case may be, together with interest thereon, in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act" shall be payable by Lessee upon demand. 20. Interest on Default. If Lessee fails to pay any Lease Payment specified In Section 1 I1ereof within ten (10) days after the due date thereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid accordance with Chapter 218, Florida Statutes, also know as the "Local Government Prompt Payment Act". 21. Notices. Any noeices to be given or to be served upon any party hereto in connection with this Agreement must be in writing and may be given by certified or registered mall, and shall be deemed to have been given and received forty-eight (48) hours after a registered or certified letter containing such notice, postage prepaid, is deposited in the United States mail, and if given otherwise shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notice shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such other address as either party may hereafter designate, 22. No Security Interest. In order to comply with the law of the State, Lessee is not granted a security interest In the Property. However, Lessee agrees to cooperate in filing this Agreement, if requested, as notice of its existence and the retention of title by Lessor in the Property, 23. Tax Exemption. Lessee certifies that it does reasonably anticipate that not more than $30,000,000 of "qualified tax-exempt obligations," as that term is defined in Section 265 (b) 3 (D) of the Internal Revenue Code of 1986 (lithe Code"), will be issued by it and any subordinate entities during this current calendar year, 2009. Further, Lessee designates this issue as comprising a portion of the $30 million in aggregate Issues to be designated as "qualified tax exempt obligatIons" elIgible for the exception contained in Section 265 (b) 3 (D) of the Code allowing for an exception to the general rule of the Code which provides for a total disallowance of a deduction for interest expense allocable to the carrying of tax exempt obligations. 24. Continuing Disclosure. Specifically and without limitation, Lessee agrees to provide audited financial statements, prepared by a certified public accountant not later than SIX (6) months after and as of the end of each fiscal year. Periodic financial statements shall include a combined balance sheet as of the end of each such period, and a combined statement of revenues, expenditures and changes in fund balances, from the beginning of the then fiscal year to the end of such period. These reports must be certified as correct by one of Lessee's authorized agents. If Lessee has subsidiaries, the financial statements required will be provided on a consolidated and consolidation basis. Lessee's confidentiality of financial statements is subject to Chapter 119, Florida Statutes, also known as the "Public Records Law". FLORIOA MUNICIPAL LEASE-f>ljRCHASE AGREEMENT - 4 Agenda Item No. 16F5 December 15. 2009 Page 9 of 19 25. Miscellaneous. (a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and shall give the Lessor immediate notice of any attachment or other judicial process affecting the Property, and indemnify and save Lessor harmless from any loss or damage caused thereby, subject to the limitations of Section 768,28, Florida Statutes. Lessor may, for the purpose of inspection, following a written ten (10) day notice to the Lessee, enter upon any job, building or place where the Property and the books and records of the Lessee with respect thereto are located, (b) Lessee agrees to equitably adjust the payments payable under this Agreement if there is a determination for any reason that the interest payable pursuant to this Agreement (as incorporated within the schedule of payments) is not excludable from income in accordance with the Internal Revenue Code of 1986, as amended, such as to make Lessor and its assigns whole. (e) Time is of the essence. No covenant or obligations hereunder to be performed by Lessee may be waIved except by the written consent of Lessor, and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on any occasion shall not constitute or be treated as a waiver of such covenant or obligation as to any other occasion and shall not preclude Lessor from invoking such remedy at any later time prior to Lessee's cure of the condition giving rise to such remedy. Lessor's rights hereunder are cumulative and not alternative, (d) This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida.(e) This Agreement constitutes the entire agreement between the parties and shall not be modified, waived, discharged, terminated, amended, altered or changed in any respect except by a written document signed by both Lessor and Lessee. (f) Any term or provision of thIs Agreement found to be prohibited by law or unenforceable shall be ineffective to the extent of such prohibition or unenforceablHty without, to the extent reasonably possible, invalidating the remainder of this Agreement. (g) The Lessor hereunder shall have the right at any time or times, by notice to Lessee, to designate or appoint any person or entity to act as agent or trustee for Lessor for any purposes hereunder. (h) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any change occurring in or to the Property, of a change in Lessee's address, or in any fact or circumstance warranted or represented by Lessee to Lessor, or if any Event of Default occurs. (i) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and include the masculine or Feminine gender whenever and wherever appropriate. (j) The captions set forth herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. (k) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted by this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the year 2009. day of in the Lessor: Government Capital Corporation Witness Signature Authorized Signature 345 Miron Dr. South lake, TX 76092 Print Name Print Title Lessee: Board of County Commissioners Collier County, Florida Attest: Dwight E. Brock, Clerk Deputy Clerk Donna Fiala, Chairman 3301 Tamaimi Trail East Naples, Florida 34112 Approved as to form and legal sufficiency: scSR~tf( A~ Deputy County Attorney FLORIDA MUNICIPAL LE:ASE-PURCHASE AGREEMENT - 5 Agenda Item No. 16F5 December 15, 2009 Page 10 of 19 EXHIBIT A DESCRIPTION OF PROPERTY FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No 5377(THE "AGREEMENT") BY AND BETWEEN LESSOR, Government Capital Corporation and LESSEE, Collier County Board of County Commissioners Dated as of December is, 2009 QTY DESCRIPTION CUSTOM RESCUE TRANSPORT AND CHASSIS One (1) 2010 Horton Model F623 Custom/Rescue/Transport Vehlcie on a Ford F550 Chassis PROPERTY LOCATION: 8075 Lety Cultural Parkway Naples, Florida 34113 FLORIDA MUNICIPAL L.EASE-PURCHASE AGREEMENT. 6 Agenda Item No. 16F5 December 15, 2009 Page 11 of 19 EXHIBIT B >> SCHEDULE OF PAYMENTS & OPTION TO PURCHASE PRICE << flORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377, (THE "AGREEMENT") BY AND BETWEEN LESSOR: Government Capital Corporation and LESSEE: Collier County Board of County Commissioners Dated as of December 15, 2009 (Revised 11-17-09) PMT PMT DATE TOTAL INTEREST PRINCIPAL OPTION TO PURCHASE NO, MO DAY YR PAYMENT PAID PAID after pmt on this line 1 09/15/10 $41,575.74 $6,751.61 $34,824.13 NIA 2 09/15/11 $41,575.74 $7,18037 $34,39537 NIA 3 09/15/12 $41,57574 $5,51082 $36,06492 NJA 4 09/15/13 $41,575,74 $3,76023 $37,815.51 $39,976.67 5 09/15/14 $4157574 $1,924.67 $39,651.07 $100 ****This Schedule is subject to current Market Indexing jf Funding occurs 14 days after Proposal Date**** Lessee: Board of County Commissioners Colffer County, Florida Attest: Dwight E. Brock, Clerk Donna Fiala, Chairman Deputy Clerk Approved )/0 form j legal sufficiency: <: '1 tf?l~ l " ~Teach Deputy County Attorney FlORIDA ~'LlN1CI?AL LEASE-PURCHASE AGREEMENT - 7 Agenda Item No. 16F5 December 15, 2009 Page 12 of 19 INCUMBENCY, INSURANCE, AND ESSENTIAL USE CERTIFICATES FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT') BY AND BETWEEN LESSOR, Government Capital Corporation and LESSEE, Collier County Board of County Commissioners Dated as of December 15, 2009 I, Dwight E. Brock (NAME), do hereby certify that I am the duly elected or appotnted and acting Deputy Clerk (Keeper C)f the Records), of Collier County, e political subdivision or agency duly organized and existing under the taws of the State of Florida, that J have custody of the records of such entity, and that, as of the date hereof, the Indlvldual(s) named below are the duly elected or appointed offic:er(s) of such entity holding the offlcees) set forth opposite their respective name(s). I further certify thllt (I) the signature(s) set opposite their respective name{s) and title(s) are their true and authentic slgnature{s}, and (II) such officers: have the authority on behalf of such entity to enter into that certain Municipal Lease-Purchase Agreement dated as of December 15, 2009, between such entity and Government Capital Corporation. Name ~ Slanature Donna Fiala ChaIrman IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this t 2009. day of BY: Dwight E. Brock, Deputy Clerk Lessee certifies that property and Uabillty Insurance, if applicable, have been secured In accordance with the Agreement and such coverage will be maintained In full force for the term of the Agreement. "Lessor or Its Assigns" should be designated as loss payee until lessee !s notified, In writing, to substitute I!I new loss payee. The following information Is provided about insurance~- INSURANCE COMPANY/AGENT'S NAME: INSURANCE COMPANY ADDRESS: PHONE NUMBER: POLICY NUMBER: I, Donna Fiala, Chairman, of Collier County Board of County Commissioners ("lessee"), hereby certify that the equipment, to be leased to the undersigned under the certain Lease Agreement, dated as of December 15, 2009, between such entity and Government Capital Corporation ("Lessor), will be used by the undersigned Lessee for the following pUrpose~~ (PLEASE FILL OUT PRIMARY USE BELOW) PRIMARY USE: The undersigned hereby represents the use of the Equipment is essentIal to Its proper, efficient and economic operation. IN WITNESS WHEREOF, I have set my hand this ~_._____ day of ,2009. Lessee: Board of County Commissioners Collier County, Florida Attest: Dwight E. Brock, Clerk Donna Fiala, Chairman Deputy Clerk d a* f3?7~e:a~sufficienCY: Sc R. Teach Deputy County Attorney FLORIDA MUNlCIPAL LEASE-PURCHASE AGREEMENT - 8 .\genda item No. 16F5 December 15, 2009 Page 13 of 19 CERTIFICATE OF ACCEPTANCE FLORIOA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT") BY AND BETWEEN lessor, Government Capital Corporation and Lessee Collier County Board of County Commissioners Dated as of December 15, 2009 1. ACCEPTANCE: In accordance with the Agreement, Lessee hereby certifies that all of the Property described herein (i) has been received by Lessee, (ii) has been thoroughly examined and inspected to the complete satisfaction of Lessee, (iii) had been found by Lessee to be In good operating order, repair and condition, (iv) has been found to be of the size, design, quality, type and manufacture specified by Lessee, (v) has been found to be and is wholly suitable for Lessee's purposes, and (vi) is hereby unconditionally accepted by Lessee, in the condition received, for all purposes of this Agreement. ACCEPTED on this the ____ __ __ day of ~ , 2009 (*). Scot . Teach uly County Attorney Lessee: Board of County Com Collier County, Florida Attest: Dwight E. Brock, Clerk Deputy Clerk (") ACCEPTANCE MUST BE SIGNED ONL Y IF t!Q ESCRDW AGREEMENT IS INCLUDED 2. PROPERTY; 2010 Horton Model F623 Custom/RescuefTransport Vehicle on a Ford F550 Chassis, SEE ATTACHED EXHIBIT A. 3. USE: The primary use of the Property is as follows-- (PLEASE FILL OUT PRIMARY USE BELOW) PRIMARY USE: 4, PROPERTY LOCATION: 8075 Lely Cultural Parkway Naples, Florida 34113 5. INVOICING: Invoices shall be sent to the following address, including to whose attention invoices should be directed: Collier County Board of County Commissioners Attention: Artie Bay 3301 Tamalml Trail East Naples, Florida 34112 artiebay@colliergov.net 6. INSURANCE: Lessee certifies that property and liability insurance have been secured in accordance with the Agreement and such coverage will be maintained in force for the term of the Agreement, Lessor will be designated as loss payee until Lessee is notified, in writing, to substitute a new loss payee. _Company Insured Election to self-insure (in accordance with Section 10 of the Agreement). 7. MAINTENANCE: In accordance with Section 6 of the Agreement, Lessee agrees to, at its own expense, service, repair and maintain the Property for the term of the Agreement as follows: _ Maintenance Contract Election to self~maintain FLORIDA MUNICIPAL LEASE-PURCHASE AGREE,..'ENT - 9 (12".')' ~ g;; ,.. . . Office of the County Attorney Jeffrey A. Klatzkow Agenda Item No. 16F5 December 15, 2009 Page 14 of 19 Deputy County Attorney' Scott R. Teach Section Chiefs' Heidi F. Ashton-Cicko. Jacqueline W. Hubbard. 'BoaI'llCer:irJedC,ty. :ount~ and Lxal ~errfT1enl L.... Assistant County Attorneys' Colleen M. Greene JenniferB. White Steven T. Williams Jeff E. Wngnt Robert N. Zachary December 3,2009 Government Capital Corporation Attention Documentation Department 345 Miron Drive Southlake, TX 76092 RE: Florida Municipal Lease-Purchase Agreement No 5377 Dear Lessor: I have 8cted as Counsel to Collier County with respecl to that certain Florida Municipal Lease-Purchase Agreement No 5377, by and between Government Capilal Corporation as Lessor and Collier County Board of County Commissioners as Lessee. I have reviewed the Agreemenl and such other documents, records and certificates of Lessee and appropriate public officials as I have deemed relevant and am of the opinion that: I. The Lessee is a political subdivision or agency of the Slate of Florida with the requisite power and authority to incur obligations, the interest on which is exempt from taxation by virtue of Section 103(a) oflhe Internal Revenue Code of 1986; 2. The execulion, delivery and performance by the Lessee of the Agreement have been duly authorized by all necessary action on the part of the Lessee; and 3. The Agreement constitutes a legal, valid and binding obligation of Ihe Lessee enforceable in accordance with its terms. 4. The above opinions may be relied upon by the Lessee, Lessor, or its Assigns. Sincerely, ~Yh?j~l- Scott R, Teach Deputy County Attorney Seott R. Teaeh - Generall04-COA-O I 026 3301 East Tamiami Traii . Naples Florida 34112-4902' (239) 252-8400' FAX: (239) 252-6300 Agenda Item No. 16F5 December 15, 2009 Page 15 of 19 RESOLUTION # A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR THE PURPOSE OF PROCURING A "CUSTOM RESCUE TRANSPORT AND CHASSIS", WHEREAS, Collier County Board of County Commissioners desires to enter into that certain Lease- Purchase Agreement No 5377, by and between Government Capital Corporation and Collier County Board of County Commissioners, for the purpose of procuring a "Custom Rescue Transport and Chassis", The Collier County Board of County Commissioners desires to designate this Agreement as a "qualified tax exempt obligation" of the Collier County Board of County Commissioners for the purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. The Coiiier County Board of County Commissioners desires to designate Donna Fiala, Chairman, as an authOrized signer of the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS: Section 1. That the Coliier County Board of County Commissioners enter into a Lease Purchase Agreement with Government Capital Corporation for the purpose of procuring a "Custom Rescue Transport and Chassis", Section 2. That the Lease Purchase Agreement No 5377 , by and between the Government Capital Corporation and Collier County Board of County Commissioners is designated by the as a "qualified tax exempt obligation" for the purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. Section 3, That the Collier County Board of County Commissioners designates Donna Fiala, Chairman, as an authorized signer of the Lease Purchase Agreement dated as of December 15, 2009 by and between the Collier County Board of County Commissioners and Government Capital Corporation. PASSED AND APPROVED by the Collier County Board of County Commissioners in a meeting held on the day of , 2009. Lessee: Board of County Commissioners Collier County, Florida Attest: Dwight E, Brock, Clerk Donna Fiala, Chairman Deputy Clerk A~d as to f~fI)2d legal sufficiency: ~~ q( ~-i Scott R. Teach Deputy County Attorney FLORIDA. MUNICIPAL LEASE.PURCHASE AGREEMENT - 11 Agenda Item No. 16FS December 1S, 2009 Page 16 of 19 ESCROW AGREEMENT FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT") BY ANO BETWEEN LESSOR, Government Capital Corporation and LESSEE, Collier County Board of County Commissioners Federal Tax ID # 59-600055B Dated as of December 15, 2009 THIS ESCROW AGREEMENT (the "Agreement") is made and Government Capital Corporation ("Lessor"), Collier ("Agent"). entered Into as of December 15, 2009 ("Agreement Date") by and County Board of County Commissioners ("Lessee") and among WIT N E SSE T H: WHEREAS, Lessor and Lessee have entered Into a certain Florida t-1unlclpal Lease-Purchase Agreement dated as of December 15, 2009 (the "Lease") pursuant to which the property more particularly described therein (the "EQuipment") will be leased to the Lessee under the terms stated In the lease; WHEREAS, Lessor and Lessee desire to make funding arrangements for the acquisition of the Equipment, and Agent agrees to serve as escrow agent for such funding and acquisition; NOW THEREFORE, In consIderation of the mutual agreements and covenant herein contained and for other valuable consideration, the parties hereby agree as follows: 1. Agent shall undertake the duties and obligations of escrow agent as set forth in this Agreement. Agent shall not be deemed to be a party to the Lease. 2. Lessor has delivered to Agent the sum of $182,751.00 for deposit by Agent In the Collier County Escrow Account (the "Fund"). The Fund will be administered by Agent pursuant to the terms of this Agreement. 3. DepoSits in the Fund shall be used to pay for the acquisition of the Equipment. The Equipment rni:lY be i:lcqulred as Individual Items or as groups of Items. Agent shall make disbursements from the Fund In payment for the acquisition of each Item or group of Items of the Equipment promptly upon receipt of a properly executed Payment Request Form, In the form attached hereto as E)(hlbit "A", for that portion of the acquisition of the Equipment for which payment Is requested. Upon full acquisItion of an Item or group of Items of the Equipment, any remaining cost of such item or group of Items shall be disbursed promptly by the Agent upon receipt of a properly executed Acceptance Certificate and a corresponding Payment Request form In the form attached hereto as Exhibit "A", for that portion of the Equipment for which payment is requested. Payment by AQent shall be to the payee shown on the Payment Request Form. 4. Agent will invest the Fund, as speCified by Lessor, In genera! obligations of the United States or In obligations fully Insured by the United States or In certificates of deposit of a bank which 15 either fully Insured by an agency of the federal govemment or fully collateralized by such federal or federally guaranteed obligations, or in no-load money market mLJtual funds registered with and regulated by the Securities and Exchan\)e Commission that includes In their Investment objectives the maintenance of a stable net asset value of $1 for each share, or Money Market Mutual Funds registered under the Investment Act of 1940. Agent will retain in the Fund all earnings from investment of the Fund until termination of the Fund pursuant to Section 5 hereof. 5. Upon execution of one or more Certificates of Acceptance by Lessee and payment of acquisition costs by Agent for all the Equipment, this Agreement and the Funds shall terminate, and Agent shall transfer to Lessor all remaining sums in the Fund. If not terminated earlier, this Agreement and the Fund shall terminate on June 15, 2010 ("Termination Date"). In this latter event, interest accrued pursuant to investment of the Fund under the terms of Section 4 hereof and all remaining principal in the Fund shaH be transferred by Agent to Lessor; Exhibit "A" attached to the Lease shall thereupon be revised to delete any non-acquired portions of the Equipment and to substitute an amended amortization payment schedule to reflect the reduced aCQuisttion costs. 6. Lessor and Lessee may by written agreement between themselves remove the Agent, at any time and for any reason, and appoint a successor escrow agent. Such removal shall not be effective until thirty (30) days after written notice thereof if provided to Agent. 7. Agent may at any time and for any reason resign as escrow agent by giving written notice to Lessor and Lessee of Its intention to resign and of the proposed date of resignation, which date shall be not less than thirty (30) days after giving Lessee and Lessor written notIce of intent to resign, nor less than thirty (30) days after being appointed by Lessor and Lessee. 8. Agent shall have no obligation under the terms of this Agreement to make any disbursement except from the Fund. Agent makes no warranties or representations as to the EqUipment or as to performance of the obligations of Lessor or Lessee under this Agreement or the Lease. 9. Agent shall be entitled to rely in- good faith upon any documents signed by a party hereto and shall have no duty to investigate the veracity of such documents. Agent (I) may assume that any person giving notice pursuant to the terms hereof is authorized to do so and (II) shall not be liable for good faith reliance thereon. 10. To the limited extent required to perfect the security Interest granted by Lessee to Lessor In the cash and negotiable Instrument from time to time comprising the Fundi Lessor hereby appoints the Agent as Its security agent, and the Agent hereby accepts the appointment as security agent, and agrees to hold phYSical posseSSion of such cash negotiable Instruments on behalf of Lessor. 11. This Agreement may be amended by written agreement executed by all the parties. 1.2. This Agreement may be executed in several counterparts, each of which shall be an original. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above, LESSOR: Govemment Capital Corporation BY: Authorized Signer BY: Donna Fiala, Chairman BY: Deputy Clerk Approved as to form and legal suffiCiency: BY: S-.eo# u? I~ L Scott R. Teach, Deputy County Attorney LESSEE: Collier County Board of County Commissioners Attest: Dwight E. Brock, Clerk AGENT: BY: Agent Rep, Agent Rep Title FLORIOA f1UNICIPAL LEASE-PURCHASE AGREEMEt;T . 12 Agenda Item No. 16FS December 1S. 2009 Page 17 of 19 ESCROW AGREEMENT FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT") BY AND BETWEEN lESSOR, Government Capital Corporation and LESSEE, Collier County Board of County Commissioners Federal Tax ID # 59-6000558 Dated as of December 15, 2009 among THIS ESCROW AGREEMENT (the "Agreement") is made and Government Capital Corporation ("Lessor"), Comer ("Agent"). entered into as of December 15, 2009 ("Agreement Date") by and County Board of County CommIssioners ("Lessee") and WIT N E SSE T H: WHEREAS, Lessor and lessee have entered into a certain Florida r>lunicipal Lease-Purchase Agreement dated as of December IS, 2009 (the "Lease") pursuant to which the property more particularly described therein (the "Equipment") will be leased to the Lessee under the terms stated in the Lease; WHEREAS, lessor and Lessee desire to make funding arrangements for the acquiSition of the Equipment, and Agent agrees to serve as escrow agent for such funding and acquisition; NOW THEREFORE, in consideration of the mutual agreements and covenant herein contained and for other valuable consideration, the parties hereby agree as follows: 1. Agent shall undertake the duties and obligations of escrow agent as set forth in this Agreement. Agent shall not be deemed to be a party to the lease, 2. Lessor has delivered to Agent the sum of $182,751.00 for deposit by Agent in the Collier County Escrow Account (the "Fund"). The Fund will be administered by Agent pursuant to the terms of this Agreement. 3. Deposits in the Fund shall be used to pay for the acquisition of the Equipment. The Equipment may be acquired as Individual items Dr as groups of items. Agent shall make disbursements from the Fund in payment for the acquisition of each Item or group of items of the Equipment promptly upon receipt of a properly executed Payment Request Form, in the form attached hereto as Exhibit "A", for that portion of the acquisition of the Equipment for which payment is requested. Upon full acquisition of an item or group of items of the Equipment, any remaining cost of such item or group of Items shall be disbursed promptly by the Agent upon receipt of a properly executed Acceptance Certificate and a corresponding Payment Request Form in the form attached hereto as Exhibit "A", for that portion of the Equipment for which payment is requested. Payment by Agent shall be to the Dayee shown on the Payment Request Form. 4. Agent will invest the Fund, as specified by Lessor, in general obligations of the United States or in obligations fully insured by the United States or in certificates of deposit of a bank which is either fully insured by an agency of the federal government or fully collateralized by such federal or federally guaranteed obligations, or In no~load money market mutual funds registered with and regulated by the Securities and Exchange Commission that includes in their investment objectives the maintenance of a stable net asset value of $1 for each share, or Money Market Mutual Funds registered under the Investment Act of 1940. Agent will retain in the Fund all earnings from investment of the Fund until termination of the Fund pursuant to Section 5 hereof, 5. Upon execution of one or more Certificates of Acceptance by Lessee and payment of acquisition costs by Agent for all the Equipment, this Agreement and the Funds shall terminate, and Agent shall transfer to Lessor all remaining sums in the Fund. If not terminated earlier, this Agreement and the Fund shall terminate on June ]5, 2010 ("Termination Date"). In this latter event, interest accrued pursuantto investment of the Fund under the terms of Section 4 hereof and all remaining principal in the Fund shall be transferred by Agent to lessor; Exhibit "A" attached to the Lease shall thereupon be revised to delete any non-acquired portions of the Equipment and to substitute an amended amortization payment scheduie to reflect the reduced acquisition costs. 6. Lessor and Lessee may by written agreement between themseives remove the Agent, at any time and for any reason, and appoint a successor escrow agent. Such removal shall not be effective until thirty (30) d~ys after written notice thereof if provided to Agent. 7. Agent may at any time and for any reason resign as escrow agent by giving written notice to lessor and Lessee of its intention to resign and of the proposed date of resignation, which date shall be not less than thirty (0) days after giving Lessee and Lessor written notice of intent to reSign, nor less than thirty (30) days after being apPOinted by Lessor and lessee. B. Agent shall have no obligation under the terms of this Agreement to make any disbursement except from the Fund. Agent makes no warranties or representations as to the Equipment or as to performance of the obligations of Lessor or lessee under this Agreement or the Lease. 9. Agent shall be entitled to rely in good faith upon any documents Signed by a party hereto and shall have no duty to investigate the veracity of such documents. Agent (i) may assume that any person giVing notice pursuant to the terms hereof is authorized to do so and (ii) shall not be liable for good faith reliance thereon 10. To the limited extent required to perfect the security interest granted by Lessee to lessor in the cash and negotiable instrument from time to time comprising the Fund, Lessor hereby appoints the Agent as its security agent, and the Agent hereby accepts the apPOintment as security agent, and agrees to hold physical possession of such cash negotiable instruments on behalf of lessor. 11. This Agreement may be amended by written agreement executed by all the parties, 12. This Agreement may be executed in several counterparts, each of which shall be an original. IN WITN ESS WHEREOF, the parties have executed this Agreement as of the date fjrst written above. LESSOR: Government Caprlaf Corporation BY: Authorized Signer LESSEE: Collier County Board of County Commissi:Jners Attest: Dwight F. Broc~, Clerk BY:~___ Donna Fiala, Chairman BY: Deputy Clerk ___ ::pcoved as ';'72 Z~U:i:CY' Scott ~, Deputy County Attomey AGENT: BY: Agent Rep, Agent Rep Title FLDRlDA MUNICIPAL LEASE-PURCHASE AGREEMENT. 13 Agenda Item No. 16FS December 1S, 2009 Page 18 of 19 ESCROW AGREEMENT FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT") BY AND BETWEEN LESSOR, Government Capital Corporation and LESSEE, Collier County Board of County Commissioners Federal Tax ID # 59-6000558 Dated as of December 15, 2009 among THIS ESCROW AGREEMENT (the "Agreement") Is made and Government Capital Corporation ("Lessor"), Collier ("Agent"). entered Into as of December 15, 2009 ("Agreement Date") by and County Soard of County Commissioners ("lessee") and WITN ESSETH: WHEREAS, Lessor and Lessee have entered Into a certain Florida Municipal Lease-Purchase Agreement dated as of December 15, 2009 (the "Lease") pursuant to which the property more particularly described therein (the "Equipment") will be leased to the Lessee under the terms stated In the Lease; WHEREAS, Lessor and Lessee desire to make funding arrangements for the acquisition of the Equipment, and Agent agrees to serve as escrow agent for such funding and acquisition; NOW THEREFORE, In consideration of the mutual agreements and covenant herein contained and for other valuable consideration, the parties hereby agree as follows: 1. Agent shall undertake the duties and obligations of escrow agent as set forth in this Agreement. Agent shall not be deemed to be a party to the Lease. 2. Lessor has delivered to Agent the sum of $182,751.00 for deposit by Agent In the Collier County Escrow Account (the "Fund"). The Fund will be administered by Agent pursuant to the terms of this Agreement. 3. Deposits in the Fund shall be used to pay for the acquisition of the Equipment. The Equipment may be acquired as Individual Items or as groups of Items. Agent shall make disbursements from the Fund in payment for the acquisition of each Item or group of Items of the Equipment promptly upon receipt of a properly executed Pi!lyment Request Form, In the form attached hereto as Exhibit "A", for that portion of the acquisition pf the Equipment for which payment Is requested. Upon futl acquisition ot an Item or group of items of the Equipment, any remaining cost of such Item or group of items shall be disbursed promptly by th~ Agent upon receipt of i!l properly executed Acceptance Certificate and a corresponding Payment Request Form in the form attached hereto as EXhibit "A", for that portion of the Equipment for which payment is requested. Payment by Agent shaU be to the payee shown on the payment Request Form. 4. Agent will Invest the Fund, as specified by Lessor, in general obligations of the United States or in obligations fully Insured by the United States or in certificates of deposit of a bank which Is either fully Insured by an agency of the federal government or fully colli!lterallzed by such federal or federally guaranteed obligations, or in no-load money market mutual funds registered with and regulated by the Securities and Exchange Commission that Includes in their investment objectives the maintenance of a stable net asset value of $1 for each share, or Money Market Mutual Funds registered under the Investment Act of 1940. Agent will retain in the Fund all earnings from investment of the Fund untU termination of the Fund pursuant to Section 5 hereof, S. Upon executIon of one or more CertIficates of Acceptance by Lessee and payment of acqulsltlon costs by Agent for all the Equipment, this Agreement and the Funds shall terminate, and Agent shall transfer to Lessor all remaining sums in the Fund. If not terminated earlier, this Agreement and the Fund shall terminate on June 15, 2010 ("Termination Date"). In this latter event, Interest accrued pursuant to investment of the Fund under the terms of Section 4 hereof and all remaining principal in the Fund shall be transferred by Agent to Lessor; Exhibit "A" atti!lched to the Lease shall thereupon be revised to delete Biny non-acquired portions of the Equipment and to substitute an amended amortization payment schedule to reflect the reduced acquisition costs. 6. Lessor and Lessee may by written agreement between themselves remove the Agent, at any time and for any reason, and appoint a successor escrow agent. Such removal shall not be effectIve until thIrty (30) days after written notice thereof If provided to Agent. 7. Agent may at any time and for any reason resign as escrow agent by gIving written notice to lessor and lessee of Its Intention to resign and of the proposed date of resignation, which date shall be not less than thirty (30) days after giving lessee and Lessor written notice of intent to resign, nor less than thirty (30) days after being appointed by Lessor and Lessee. B. Agent shall have no obligation under the terms of this Agreement to make any disbursement except from the Fund. Agent makes no warranties or representations as to the Equipment or as to periormance of the obligations of Lessor or lessee under this Agreement or the Lease, 9. Agent shall be entitled to rely in good faith upon any documents signed by a party hereto and shall have no duty to Investigate the veracity of such documents. Agent (I) may assume that any person giving notice pursuant to the terms hereof Is authorized to do so and (Ii) shall not be liable for good faith reliance thereon. 10, To the limited extent required to perfect the security Interest 'ilranted by lessee to Lessor in the cash and negotiable Instrument from time to time comprisin'il the Fund, Lessor hereby appoints the Agent as Its security agent, and the Agent nereby accepts the appointment as security agent, and agrees to hold physical possession of such cash negotiable Instruments on behalf of Lessor. 11. This Agreement may be amended by written agreement executed by all the parties. 12. This Agreement may be executed tn several counterparts, each of which shall be an original. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. LESSOR: Government Capital Corporation BY: Authorized Signer LESSEE: Collier County Board of County Commissioner:: BY: Donna Fiala, Chairman Attest: DWight E. Brock, Cler\( Approved as tD fDrm and legal sufficiency: BY'_.__~_~~BY; W 12j~( Deputy Clerk Scott R. Teach, Deputy County Attorney AGENT: BY: Agent Rep, Agent Rep Title FLORIOA MUNlCIPAI. LEASE-PURCHolSE AGREEMENT - 14 -----p------ -1 Agenda Item No. 16F5 December 15, 2009 Page 19 of 19 EXHIBIT A AND ATTACHMENT 1 FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT") BY AND BETWEEN LESSOR, Government Capital Corporation and LESSEE, Collier County Board of County Commissioners Dated as of December 15, 2009 PAYMENT REQUEST FORM , acting as escrow agent (the "Agent") under the Escrow Agreement dated as of December 15, 2009 (Escrow Date) by and among the Agent, Government Capital Corporation as Lessor and Collier County Board of County Commissioners as Lessee, is hereby requested to pay to the person or corporation designated below as Payee the sum set forth below in payment of the acquisition and installation costs of the equipment described below. The amount shown below is due and payable under the Invoice of Payee with respect to the described equipment and has not formed the basis any prior request for payment. PAYEE: AMOUNT: DESCRIPTION OF EQUIPMENT: DATED: Indicate Method for Payment Disbursement: _ Overnight Check ~_ Regular Mail Check Wire Funds Mailing Address: Wire Instructions: _ Lessee: CoWer County Board of County Commissioners By: Authorized Signer Lessor: Government Capital Corporation By: Name: Title: ACCEPTANCE CERTIFICATE Collier County Board of County Commissioners as Lessee under that certain FLORlDA MUNICIPAL LEASE-PURCHASE AGREEMENT dated as of December 15, 2009 ("Agreement Date") (the "Lease"), hereby acknowledges receipt in good condition of all the equipment described on the attached Exhibit HAil hereby accepts such equipment and hereby certifies that Lessor has fully and satisfactorily performed all covenants and conditions to be performed by it under the lease with regard to such equipment, that such equipment is fully insured in accordance with Section 10 of the Lease and that such equipment constitutes all or a portion of the Equipment as that term as defined in the Lease. Date: , 2009. By Lessee: Authorized Signer For Lessee: Collier County FLORiDA MUNJCIPAL LEASE-PURCH~E AGREEMENT - 15