#10-5398 Assumption Agreement (Susquehanna Comm Finance)
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of M O~ (I ,2010, by
and between Susquehanna Commercial Finance, Inc. ("Susquehanna") an Collier County, a
political subdivision of the State of Florida ("County").
WHEREAS, on December 15, 2009, the Collier County Board of County Commissioners
entered into an Agreement with Government Capital Corporation, for a lease-purchase
agreement for the replacement of one (I) ambulance for Emergency Medical Services (attached
hereto as Exhibit A, and hereinafter referred to as the "Agreement"); and
WHEREAS, Susquehanna hereby represents to Collier County that Government Capital
Corporation has assigned all its right, title and interest in the Agreement, and in the equipment
leased thereunder, and the right to receive payments thereunder to Susquehanna; and
WHEREAS, the parties wish to formalize Susquehanna's assumption of rights and
obligations under the Agreement effective as of the date first above written
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the parties, it is agreed as follows:
I. Susquehanna accepts and assumes all rights, duties, benefits, and obligations of
the Contractor under the Agreement, including all existing and future obligations to perform
under the Agreement.
2. Except as expressly stated, no further supplements to, or modifications of, the
Agreement are contemplated by the parties.
3. Notice required under the Agreement to be sent to Contractor shall be directed to:
CONTRACTOR:
Susquehanna Commercial Finance, Inc.
Attention:
1566 Medical Drive, Suite 20 I
Pottstown, P A 19464-3229
5. The County hereby consents to Susquehanna's assumption of the Agreement. No
waivers of performance or extensions of time to perform are granted or authorized. The County
will treat Susquehanna as the Contractor for all purposes under the Agreement.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as ofthe date first above written.
COLLIER COUNTY:
AT;rm>'}lf' "'e!, .
DW'IGBi'~:~CK, Clerk
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
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Fred W. Coyle, Chairman "
Susquehanna Commercial Finance, Inc.
Aililffi a---
Co e Secretary
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Typed Name and TItle
Date:
6- It 'ill 0
Date:
5',/9-/0
Approv
By:
Sco t R. Teach
Deputy County Attorney
2
MUNICIPAL lEASE-PURCHASE AGREEMENT
DATED
December 15, 2009
COllIER COUNTY BOARD OF COMMISSIONERS
345 Miron Drive
Southfal<e, TX 76092
800.8B3.H99
www.governmentcapital.com
FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT
'!HIS 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").
WITNESSETH: In consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as
follows:
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 and 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 obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be absolute and
unconditional In all events and shall not be subject to any set-off, defense, counterclaim or recoupment for any reason. The term 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 a, unless earlier terminated as provided herein. All payments will be made in accordance with Chapter 218, Florida Statutes,
also known as the "LDcal 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 Exhibit B, and use its best efforts and take all steps to
cause such appropriations to be made. In the event that (i) funds for the succeeding fiscal period cannot be obtained, (/I)~ssee
has exhausted all legarly available means for making payment called for under this Agreement, (III) Lessee has invoked and
diligently pursued all legal procedures by which payment called 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 sImilar to those the Property or which provide similar benefits to Lessee,
and (vi) no funds have been appropriated for the acquisition of such property r Lessee may terminate this Agreement at the end of
any fiscal period during the payment schedule set forth in Exhibit B by giving 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 furl 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 period 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 foHows:
(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 will 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 fl5cal 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;
(e) 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;
(d) 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
(g) Lessee's right to terminate this Agreement as specified in Section 2 hereof was not an Independently
bargained for consideration, but was Included solely 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 would constitute an event of defaUlt under any debt, revenue
bond or obligation which Lessee has issued during the past ten (10) years.
rtORJDA MUNICIPAL lEASE-PURCHAse AGREEMENT. 1
5. Uoe and Unn.... 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 of 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, jf 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 shall not be obligated to make any repairs or replacements. At its own expense, Lessee
shall selViee, 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 heyond 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 insurance
. premiums necessary for the repair, maintenance and preservatlon of the Property, and aU sums so expended shall he due from
Lessee In addition to rental payments hereunder;
7. Alterations.
(8) 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
improvement thereon.
8. Liens. Lessee shall not directly or Indirectly create, incur, assume or suffer to exist any mortgage, security
Interest, pledge, lien, charge, 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. In 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 af such repair. If Lessor determines that any item of Property is lost, stolen, destroyed or damaged beyond
repair, Lessee, at the option of Lessee, will either (a) replace the same with like property in good repaIr or {b} on the next Lease
Payment Date, pay Lessor (J) aU amounts then owed by lessee to lessor under thIs Agreement, including the lease Payment due on
such date. and (Ii) 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 Certlflcate of Acceptance. Whether
Lessee is self-insured or company insured, Lessee sflall, for the term of this Agreement, at its own expense, provide comprehensive
liability Insurance with respect ta the Property, Insuring against such risks, and such amounts as are clJstomary for lessees of
property of a character similar to the Property. In additlon, lessee shall, far the term of this Agreement, at its own expense, provide
casualty insurance with respect to the Property, insuring against customary risks, coverage 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 ta do business in the State where the Property 15 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 covertng employees on, in or
about the -Property. In the event Lessee fails, 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 all liability, 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 ownership,
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 provided 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 MUNlCPAL LEASE-PURCHASE AGREEMENT, 2
12. No Warranty. EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO THE
PROPERlY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPUERS OF THE PROPERlY, ALL OF WHICH ARE HEREBY
ASSIGNED TO LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANlY, EXPRESS OR IMPUED, AND
ASSUMES NO OBUGATlON WITH RESPECT TO THE TITLE, MERCHANTABIUTY, CONDITION, QUALITY OR FITNESS OF THE PROPERlY
DESCRIBEO IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMIiY OF THE PROPERlY TO SPECIFICATION OR
PURCHASE ORDER, ITS DESIGN, DEUVERY, 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 sore expense, upon
prior written notice to Lessor. Lessor may, but shall ha....e 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 the Property which Is then subject to this Agreement, "as Isn at the payment date, for
the Option to Purchase Values set forth In Exhibit B by giving written notice to lessor not less than sixty (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 shall be deemed to have
acquired all of Lessor's right, title and interest In and to the Property, free of any lien, encumbrance or security interest except such
liens, 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 LeSSDr's Remedies.
(al The occurrence of one or more of the following events shall constitute an Event of Default, whether occun-Ing
voluntarily or Involuntarily, by operation of law or pursuant to any order of any court or governmental agency:
(1) lessee fails to make any payment hereunder when due or within ten (10) days thereafter, in
accordance with Chapter 218, Rorida 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) daysi or any bankruptcy, reorganization, debt arrangement,
moratorluml or any proceeding under any bankruptcy Dr 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 reletting;
(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 tennination and all costs and expenses 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
eClual 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 expiratfon of this Agreement are less than the sum-of (I) the
cos.ts of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (includIng but not limited to
reasonable attorneys' Fees), (iI) the Uflpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date
specified in Exhibit B, and (ill) 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 sale), all of
which shall be paid to Lessor, Lessor shall 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 shail 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 (Ui) 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 all rights under all exemptlon laws, except Section 768.28, Florida Statutes
FLORIDA MUNICIPAL LFASE-PURCHASE AGREEMENi. 3
,
(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 ;,od 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 aption to purchase pursuant to Section 13 hereof, lessee
shall, upon the expiration of the term of this Agreement or any earlier terminatfon hereof pursuClnt to the terms of this Agreement,
deliver the Property to Lessor unencumbered and in at least as good condition and repair as whfm delivered to Lessee, 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 fails to deliver the Property to Lessor, as provided in this Section lS, on or before the date of tennlnatlon 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 redellvers 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.
lei.. Assignment. Without Lessor's prior written consent, Lessee will not either (1) 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 assIgns 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 shaH keep
a complete and accurate reco,rd of all such assignments in form necessary to comply wtth the United States 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
Noliflcatlon 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 durlng the term of this Agreement, Upon payment of all sums due
hereunder to Lessor, Lessor shall convey title to the Property to Lessee.
19. Lessor'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 obHgations, as the case may be,
together with Interest thereon, in accordance with Chapter 218, Florida Statutes, also known as the "Local Govemment Prompt
Payment Act'" shall be payable by Lessee upon demand.
20. Interest on Default. If Lessee falls to pay any Lease Payment specified in Section 1 hereof 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 notices 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 ("the 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 Oisdosure. 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. PerlocHe 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 "Pubilc Records LawN.
flORIDA MUNICIPAllEASE-f'URCHASE AGREEMENT. 4
25. Miscelhmeous.
(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 unenforceability 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 sha II 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 drcumstance 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 fOf 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 Agreeme nt.
6R
day of ~ o...1tY
In the
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
year 2009.
Autho 'zed Signature
345 Miron Dr.
South lake, TJ( 76092
Ma Harger
Director of
Operations
lessee: Board of CO.l'fty Commissioners
Collier County, F'iJfJ~ '
~/~ ,;M'
Donna Fiala, Chait-man
3301 Tamalml Trail East
Naples, Florida 34112
an legal sufficiency:
(:J....- " t).. _
WitnesSSlgnatu~M~' ~
Ll " "'--1<
Print Name _H"\7I2./J'.uL .~ ,ARf!..M I)
Print Title ~.tWP,~O,{) (Jve~
Ar-.(\ Je.\'lilejohn .
Attest: Qwi~l.t C. BIUl..l(, Clerk:''-: ,<I.,. ~ ..'
. -,\::,..,'
.\;'~ , ).
~. ."
'(-,,' .~
PGk ....c., ~. ".t-.,.:.:.
. to (r.Ii{:''',
,----.... .~_.".., !!)
......... ..,..: '. Y;:. ". \.. ':\'.
,. . -'..,-~-i~~.",.~.";,,.':'~f~':_:'\,
,Sq, '(jll'l@'ll' ",
",,-, . 0',
FLORIDA MUNICIPAL lEASE-PURCHASE AGREEMENT. S
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 15, 2009
QTY DESCRIPTION
CUSTOM RESCUE TRANSPORT AND CHASSIS
One (1)
2010 Horton Model F623 Custom/Rescue/Transport Vehicle on a Ford F550 Chassis
PROPERTY LOCATION:
8075 Lely Cultural Parkway
Na;>les, Florida 34113
R.ORIDA MUNICIPAL LEASE-puRCHASE AGREEMENT - 6
EXHIBIT B
>> SCHEDULE OF PAYMENTS 8r. 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 N/A
2 09/15/11 $41,575.74 $7,180,37 $34,395,37 N/A
3 09/15/12 $41,575,74 $5,,510,82 $36,064,92 N/A
4 09/15/13 $41,575,74 $3,760.23 $37,815,51 $39,,976,67
5 09/15/14 $41,575.74 $1,924,67 $39,651,07 $1,00
****Thls Schedule Is subject to current Market Indexing if Funding occurs 14 days after Proposal Date....
Lessee: Board of Cou~y Commissioners
Collier County, RO?d,il I /
(g~ di-d~
Donna Fiala, Chal an
A/'\(',:re.,~j.h" . .i' i"
Attest: Q~'JlgAt [. Blae.:k, Clerk~\\"'Jk:.;..':,,'" :
~. w $'<:~~~l~
.1" 1 . _d. '.,. '''"'''.....::;,<:,...}.
"'IIi :10 Gl.l\,)e,'~ "
'......
APProved~ ;jd~Uffi
Scott R. Teach
Deputy County Attorney
ency:
FLORIDA MUNICIPAL LEASE-PURCHASE A.GREEMENT. 7
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
n.._ ~ . I Dated as af December 15, 2009
nnl\ ",U/\l!~ .,,1\
I, 9 ~!lJ<1t':= iPK (NAME), do hereby certify that I am the duly elected or appoInted and acting Deputy Clerk (Keeper of the
Records), of Colller County, a political subdMslon or agency duly organized and existing under the laws of the State of Florida, that I have
custody of the records of such entity, and that, as of the date hereof, the individual(s} named below are the duly elected or appointed
offlcer(s) of such entity holding the offlce(s) set forth opposite their respective name(s). I further certify that (1) the signature(s) set opposite
their respective name(s) and title(s) are their true and authentic signature(s), and (i1) 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.
Donna Fiala
Chairman
"""ljI, ',/-
~~~ ~4.tk,
sud)~~ntitV'l1erelD this -' S"*' day of
!Wnll
~
-P\ ~Jl.l!SSj...,~EREOF. [ have duly executed this certificate and atflxed the seal of
~2009.
~" .,
, -
BY: ~~~~c. ~"
!:""IJLl.E. B.<lot.. pu C II. tit Oltt~:,
It", I\~' .~{\ ~. , - ,
Lessee certlfles that properly and liability Insurance, If ap~l~, th:ve been secu n~~ th'e Agreemen.f"'and such coverage
will be maintained In full force for the term of the Agreement. "Lessor or Its Assigns" shouldlbe tleslghitert.as.tos9(~yee until lessee ts
notlfted, In wrttfng, to substitute a new loss payee. The following inf,nn8tlon is provided about InsUfa,~~"';l'U' ' .
INSURANCE COMPANY/AGENTS NAME: ,St.-€- Aftu (ljce.cl ' , , .'","
\..
INSURANCE COMPANY ADDRESS:
PHONE NUMBER:
POUCY NUMBER:
[, Donna RaJa, Chalnnan, 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: c;..,1<"'1t:....Cjlr..~"'po.-'"In-/, Of> s.,....V1cce.
The undersigned hereby represents the use of the Equipment is essentfal to Its proper, efficient and economic operation.
IN WITNESS WHEREOF, [havesetmy hand this I:J-tf\ dayof L1-::>Cf>1IL& h.:lr ,2009.
Lessee: Board,,~County Commissioners
Collier Cou nryl.lOrida /
Iy:~ .;;I;421r,
Donna Fiala, .Chairman ..
Attest: Dwight E. Brock, Cle~il' '::, ":
."~~ .' .. .~,c,' ,; /
~;-: ,~.',;\\,,~>,,<~2.
Q(.~ "
"'., .t*'.,: --:'
';, :.>. .-:<:'-- <.~~;. ';:5'
Mtl..4. to a.....-,{-:.-.~!<')
.frlt~,. OI~" ')'\i~~"
Scott R. Teach
Deputy County Attorney
Approved as to
FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT - a
ACORD. CERTIFICATE OF LIABILITY INSURANCE OPIDD" I ~R-=>
COLLI-2 12/21/09
"""""" THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION
Insur~nce and Risk Management ONL V AND CONFERS NO RIGHTS UPON THE CERTIFICATE
services, lAC. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXfENO OR
9950 Fontana OQ~ Sol Way ':Z00 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Naples rL 31109-4374
Phon.: 239-649-1414 I'u: 239-649-7933 INSURERS AFFORDING COVERAGE NAlC'
-.
.- lNWIWl k Princeton Excass . SUrplus 10186
1!eU1Wl" ~.!:.,~.=---.l~"'" . 23612
Collier County Govarnment "'!lU~ERC,
Risk MAnagement Departmant .-.-- -
3301 T.miami Trail East, 'D N6lJRE/lC,
Nap!.. FL 34112
_.ERE
COVERAGES
'nllPOUC:Il~SOfIMSUM.'l:'..l:Unw.ww"~lie!'.ENIS!lUfCWT~_uRm-.:DA~I'OIll>t!!POucrrP'E.IOOI~lttl, NO~
AJltMCU_iNr. T'fIlIllOllCOIlO/11QllOl-IH! e:otmtItCTC~ OJlEll: OQClJM!tITWlTN ~f'ECTTO\OIItlIl;~ THIS C!R'!I,.OAa: ",",V6EIS6I.ED O!t
....YI'lPIT4fi'Rll!I_EAF"OIlllEOIlYTHtf'OLl::IU~llED_I$$UllJECTTO;l.J.LTMETERMS.ElC""-""'KHIAMleoNOlTkll'tSOF"SIJ(:Il
1'O.IC1E5.AO;JIlf(iAn:I.MTS!Itf(M,1t.....'{""W&EENM:JIJCl:OBYPAlD~.
.. n -. ':~~~= ~~
'M 1Y1Ec.-1tIlIURMf;'f I'Q.~IIU_ --
~_L.lAaITY ~~ Ii 1,000,000
A X eQIlI<EItClollG86""llAllll'TY 64A3u:OOOOO1506 10/01/09 10/01/10 =~1O~=-1 . Included
ICUo_o.wlE [!]~ ~~~"'~ . 1,000
- '''UO<l,QOO~ I'EIISClIW..'~I~R.Y . Inoluded
- ''''"0<1,0<10__ QENEIW.__TE 1- 1,000,000
;9AQlWQATlFr:=~ n ~S_~AGO , 1,000,000
X P!lI.lCY :6.ar l.OC
~1!..-rTY COP.IllNEDSlltGll!lMT .1,000,000
A X X -- 6a3U:OOOOO150S 10/01/0_ 10/01/10 (h_laIoI)
- Al.LOYIll~ALITOlI IODIl.YruJlf'f
.
-~~ "'-,-- .......,
I---
i-!- ""EOlIVTllt ...-,...-- aeDl.YlNJl1'{y
.
i-!- -- ("-0-1
- ------ PII:Of'....lY~ .
...-
~~ A<.sroO~lY-fIlACCllJftCT .
- ~N'r1WTtl O'll-l~IITI4M ~- .
M/TOONlY; - .
t5~au~ ~"~ .1,000,000
A X OCCUR 0 cv.M_ 64A3J'TOOOOOII04 10/01/09 10101110 AOG~TE ,1,000,000
R= Ezcliitllllll .
lien.ral .
. Liability .
_lItCOW'l!NlAtnNAlIII X 1 WCtTl\lV- I I":
-,~ .---
~LWlM.lTY
A _l'II(PftIl!;'rtlII.1'.AJI~ 64A3EIOOOOO1S0S 10/01/09 10/01/10 aJ..eACHACclllI!NT .600,000
~t:EIWlE~El((:WD!rJ' SIR. $500,000 !.Lpl!';KAlE_'o\EMIPU)'fK , 600,000
r""..",,__
IJ'tjCU\LI'ltOIft!IIO!lS_ ~.LlJjlltiMli.I'ClUCTL""- S 600,000
~~ I
B E1I::eesa Workera EWCOO8020 10/01/09 10/01/10 work C_ Statut:ory
COlllD8n:!lstion SIR $600,000 E.L. 3 000 000
OEllO.-noN""<lF'elUiIllDN"'-"_IY\!KCI..ftI6l1I.1U:11a.AlIll1!D~l!JrClORll!~I~--1ClNJ
certif~cate holder i. listed as 108. payee with respect to 20H) Borton Modal
1'623 custom/Rescue/Transport Vehicle on a Ford 1'550 Chassis_
Self Insured Retention inc~uded wi thin UJIli. t. o~ liabili ty. As al1o...d by
Florida statut:& 168.28.
CERTIFICATE HOLDER
CANCELLATION
GOVERN1
ItrolA.l>AIIV'Ofnt!AIli(l\/!lll'!$CII:lIIW_.lCIESUCANe!U.!DBaoRI!:Tll'~Ro\_
DArentE,.;f)F.T1f!IlI.....~".nuR!RWltl~_'I01IlIAL
~Ql,""Wi'llT'lUI
aovernaan~ Capital corporation
Oocuxentation Department:
345 Miron DriV"El
Southla.ke TX 76092
NOnc:ET(lnt!Cl'If'IPII;.ATE"cux;Jt~"'_TOnll!tEFT.IlUTMIWIII!TO!lOSOSHAlJ.
'WOSI!:IIO~TIlIHOIl~r_UTY(1f'Nf'(KlNO~Nntl!_-'IlSAllI!NTlIllIOI
ACORD 25 (2001108)
@ACQRDCORPORATlON1988
IMPORTANT
If the C8l1Ificate holder is an ADOmONAllNSURED, the poltcy(les) must be endorsed. A statement
on this certificate does not confer rights to the certlficate holder In lieu of sud1 endorsement(s).
If SUBROGATION 1$ WAIVED, subject to the terms and conditions of tile policy, certain polides may
require an endorsement A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s}.
DISCLAIMER
The Certificate of Insurance on the reverse side ofthis fonn does not consmute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder. nor does it
affirmatlvelv or negatively amend, extelld or alter the coverage afforded by the policies listed thereon.
,
ACORD 25 (2001108)
CERTIFICATE OF ACCEPTANCE
FLORIDA MUNICIPAL LEASE.PURCHASE AGREEMENT No. 5377 (TIiE '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, (Ill) had been found by
Lessee to be in good operating order, repair and condition, (iV) l1as been found to be of the size, design, quality, type and
manufacture specified by Lessee, (v) has been found to be and is wholly sulta ble 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 (*),
Lessee: Board of County Commissioners
Collier County, Florida
Attest: Dwight E, Brock, Clerk
Donna Fiala, Chairman
Deputy Clerk
Approved as to form and legal sufficiency:
Scott R. Teach
Deputy County Attorney
(0) ACCEPTANCEMIJSTBE'SIGNED DltJ.iIF tH1. ESCROW AGREEMENT IS INCLUDED
2, PROPERTY: 2010 Horton Model F623 Custom/Rescue(rransport 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)
PRIMARVUSE: ~""e..,...~t'V\Cj "-"""''''''pf'"H.-Ie:.-I-7n:'' ~~.-"I{.~
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 dlrected:
Collier County Board of County Commissioners
Attention: Artie Bay
3301 Tamalml Trail East
Naples, Florida 34112
a rtiebay@coIJiergov.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 foflows:
_ Maintenance Contract
-X- Election to self-maintain
FLORIDA MUNlcrPAllEASE-PURCHASE AGREEMENT - 9
RESOLUTION # 299
A RESOLUTION REGARDING A LEASE PURCHASE AGREEMENT FOR
THE PURPOSE OF PROCURING A "CUSTOM RESCUE TRANSPORT AND CHASSISH.
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 Coiller 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 obiigatlon" 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 Collier 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 Collier 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 CDunty CDmmissloners is designated by the as a
"qualified tax exempt obligation" for the purposes Df Section 265 (b) (3) of the Internal Revenue CDde of
1986, as amended,
Section 3, That the Collier County Board of County Commissioners designates Donna Rala,
Chairman, as an authorized signer of the Lease Purchase Agreement dated as of December 15, 2009 by
and between the Collier County Board of CDunty Commissioners and Government Capital Corporation,
PASSED AND APPROVED by the Collier County Board of County Commissioners In a meeting held on the
15""" day of J\p ~~mbt.-; 2009.
Lessee: Board of County Commissioners
Collier CDunty, fqrlda ,
If i !
;,J:.....Yr><<....f <;/;,.2~ ,
O-onna Fiala, ihairm~n
~I'\ JU\rilolv-.
Attest: ..o\4il'3kt Iii Q, .:.....1\., Clerk,:' "
.-'"
....... -
::01l1ltY fA COW.
I HEREBY CERTlFY.'QfAJ..,.......
~orrect cony 01 8 .qi:JcvnJAl)!:. on fit. in
Board Minutes liiyU' 'R.&t~. CO"_ COUl\tt
~~SS mv ~nd~_seanl'llS
..c alllv of '~, . i~~~\'D
., -j;', """'-, :"7"-,
~IGHT E. ~:K-,~., ' 'OF{l8UR1'I
fI.ORIOAMUNICIPALLEASE,PU.. ~-I;;M"'~' ~':~
Al'\C\ TL f\t,'o" "
"
~JjQ'{':\\
Depu ;~ ", '.:: ',;__~: ./
It... Q'il......,. '," ,
r LQ,6 ..,. ' '::' ":,..:....:.,..,,:
.1-) G::/J';;$'~"';'
/
:::,
Approved as ~;;j? j~;UfflClenCY:
Scott ~~h
Deputy County Attorney
.......;;,~
.L~
-"
~i)
,,';~):;}-' .
..'," ..'
tii"
Office of the County Attorney
Jeffrey A. Klatzkow
Deputy County Attorney' Scott R. Teach
Section Chiefs' Heidi F. Ashton~Cicko. Jacqueline W. Hubbard. 'E!eard Ct":f':Ifia<1 City, Coi.Jl1ly ancl Local GovEIITlmlln~ Law
Assistant County Allorneys . Colleen M, Greene Jennifer B, White Steven T Williams Jeff E, Wright Robert N, Zachary
December 15,2009
Government Capital Corporation
Attention Documentation Department
345 Miron Drive
South lake, TX 76092
RE: Florida Municipal Lease-Purchase Agreement No 5377
Dear Lessor:
I have acted as Counsel to Collier County with respect to that certain Florida Municipal Lease-Purchase
Agreement No 5377, by and between Government Capital Corporation as Lessor and Collier County
Board of County Commissioners as Lessee. I have reviewed the Agreement 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 State of Florida with the requisite power
and authority to incur obligations, the interest on which is exempt from taxation by virtue of
Section I03(a) of the Internal Revenue Code of 1986;
2. The execution, 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 the Lessee enforceable in
accordance with its terms,
4. The above opinions may be relied upon by the Lessee, Lessor, or its Assigns.
Sincerely,
~* Rj~L
Scott R, Teach
Deputy County Attorney
3301 East Tamlami Trail, Naples Ftorida 341124902, (239) 252-8400' FAX. (239) 252.8300
"\
DEMOGRAPHIC INFORMATION
X PLEASE COMPLETE THIS PAGE IN FULLf
Name and Address COLLIER COUNTY
3301 Tam<uml Trail East
Naples, Florida 34112
County: Collier Federal ID Number 59-6000558
Total Net Assessed Valuation
Tax Levy Rate ~.SG,</5 Max Levy Rate Allowable /6.,;;.ls.
2006
~ (" f. 4 <{I :'2,2.2-
J '
2007
~7""', oC(? , (q~
I r
't '62, 5'''11 ( iiq (
2.008
1.
Top Ten Area Taxpayers
ftop,j. p..".~~ L'~i.-I-
U 1fP-. ,),.,.IH LU
t '
Assessed Amounts
2,5'17,7<12-
, ,
$
/, t.3o, In
. r
$
2,
3.
[... bMk. r,n-r
C,-hj /-)/,.{.( 6.~t. ~r f-{r"~'f
Gc.r.{('''' J C"...+..... )~".; I l!.,M-b,re..,
rJAal.u J.(,(,lA, ~LW
f
I, 351 ,0(,,7
If C?S" 7<1"\
117, .,J?'l
$
4.
$
$
5,
1:'f(J./7 :?
. -
$
6.
7,
(1,., If,,,;.
19(9/ /77.
(.{ M ,A , -["...
,
$
8.
fUr t ;t,("'...+ 5/z... ~ 6<+ Lf'
$
FS~ Me(
g.
"1~
,(,( ...,1' "-/~:J." . -Lne:
I
-J1'lt q<lf,
$
10.
LI'P (~"....f.,l 11",,-fm' ("'/)(1-:]1.(.. $
71{, 2c'()
,
population 2.006
330 I ..2SR
33"1, 13l{
,
3l.{ 3, 74''1
population 2007
population 2.008
FLORIDA f.-1UNICIPAL LEASE-PURCHASE AGREEMENT
FOlTIl 8038-G
Information Return for Tax-Exempt Governmental Obligations
... Under Internal Revenue Code section 149(e)
.. See separate Instructions.
Caution: ffthe issue price is under $100,000. use Form B038.GC.
Authoril If Amended Return, check here ~ D
2 Issuer"'s employer identification number
59 : 6000558
Room/suite 4 Report number
3 -01
6 Date of i,sfue
, :1::-15-2010
8 CUSIP number
NA
,
-'"
OMB No. 15045-0720
(Rev. November 2000)
Depatment of the Treasul)'
lntelfll!ll Revenue Serv'.w
1
Re ortin
Issuer's name
Colll..r County Board of County Commlss loners
Number and street (or P.O. box if mail is not delivered to street address)
3301 ramalml rrail East
City, town, or post office. state. and ZIP code
Naples, FL34112
3
s
7
Name of issue
Agreement No. 5377
Name and title of officer or legal representative whom the IRS may call for more information
Donna Fiala, Board Chairman
T of Issue check a
9
10 TeIephooe I1Jmbef of offICer or legal representative
( 239 )252 - 3740
licable box(es) and enter the issue price! See instructions and attach schedule
11
12
13
14
15
16
17
18
D
D
o
D
D
o Housing . ' , , . . . ' . . .
~ ~~~~sDe;cribe.~' . riub~.c' ~~'e-il
If obligations are TANs or R~Ns, check box" D If obligations are BANs, check box .. 0
If obll ations are in the form of a lease or installment sale, chock box ~ ~
Descri lion of Obli ations. Com lete for the entire issue for which this form is bein
Education
Health and hospital
Transportation . .
Public safety. . .
Environment Onctuding sewage bonds) .
$182,751,00
(d)Welghted
average maturity
(c) Stated redemplion
price at maturity
(el YIeld
(bl Issue pnce
5
ears
%
09,15 -14 $ 182,751,00 $ NA
Uses of Proceeds of B~l1(jJs~ue (including underwriters' discount
Proceeds used for accrued interest . ....-
Issue price of entire issue (enter amount from line 21. column (b)) .
Proceeds used for bond issuance costs Qncluding underwriters' discountJ
Proceeds used for credit enhancement. .
Proceeds allocated to reasonably requIred reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues . . . . . . .
Total (add lines 24 through 28) , . . - . . . ,
Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here .
Descri tion of Refunded Bonds (Complete this part only_I. or refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . ...
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . ...
33 Enter the last date on which the refunded bonds will be called. . . . . . . ...
34 Enter the date's) the refunded bonds were issued ....
IDI!lI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
36a Enter the amount of gross proceeds invested Of to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed Investment contract'" NA
37 Pooled financings: a Proceeds of this issue that are to be used to mak.e loans to other governmental unil"i 37a NA
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box.... D and enter the name of the
issuer" -- and the date of the issue ....
If the issuer has designated the issue under section 265(bI(3)(B)(I}(1I1} (small issuer exception), check box ~ ~
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box , . . , ~ 0
If the issuer has identified a hed e, check box . . . . . . . . . . . . . . . . ... 0
Under penalties of perjury. ectare thet I have examined this return and accompanying schedules and statements, 800 to the best r:I my knowledge
end be'ef, they"" Z oc, """ complete, ,
lr. ~ d~t',-404\'<;~lO lr. Donna Fiala, Board Chairman
, SignsUJre of ISSll s authOliIed representatfve O/lte , Type or print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63173$ Form 8038...G (Rev. 11-2000}
@
22
23
24
25
26
27
28
29
30
24
25
26
27
28
NA
NA
NA
NA
NA
NA
NA
NA
years
years
i
'Ij
NA
NA
--
38
39
40
Sign
Here
!.}
Keith Miller - Gov't Capital
Subject:
FW: Response to RLS 09-PRC-01422 I 10-5398 Collier County Lease Purchase Agreement
From: TeachScott [mailto:ScottTeach@colliergov,net]
Sent: Tuesday, January 12, 2010 11 :45 AM
To: Keith Miller - Gov't Capital; DeLeonDiana
Cc: bayartie; drew@govcap.com
Subject: RE: Response to RLS 09-PRC-01422 / 10-5398 Collier County Lease Purchase Agreement
Keith,
Per Florida Statute each year we file with the State our request for authorization to file stamp the signature of our
executive officers because our Board only meets twice a month and there is frequent occasion where those persons may
not be present to sign documents previously Board approved, The Chairman's stamped signature is legal in accordance
with Florida law, Please see below:
The Florida Statutes
Title X
PUBLIC OFFICERS, EMPLOYEES,
RECORDS
116.34 Facsimile signatures,--
Chapter 116
AND POWERS AND
OFFICERS
DUTIES
View
OF Chapter
Entire
(1) SHORT TITLE.- This act may be cited as the "Uniform Facsimile Signature of Public Officials
Act"
(2) DEFINITIONS,-As used in this section:
(a) "Public security" means a bond, note" certificate of indebtedness, or other obligation for the
payment of money, issued by this state or by any of its departments" agencies" public bodies" or other
instrumentalities or by any of its political subdivisions,
(b) "Instrument of payment" means a check" draft, warrant, or order for the payment" delivery, or
transfer of funds,
(c) "Instrument of conveyance" means an instrument conveying any interest in real property,
(d) "Authorized officer" means any official of this state or any of its departments, agencies" pUblic
bodies, or other instrumentalities or any of its political subdivisions whose signature 10 a public
security" instrument of conveyance or instrument of payment is required or permitted,
(e) "Facsimile signature" means a reproduction by engraving, imprinting, stamping" or other means of
the manual signature of an authorized officer.
(a) Any public security or instrument of conveyance, provided that at least one signature required or
permitted to be placed thereon shall be manually subscribed,
1
(b) Any instrument of payment.
(c) Any official order" proclamation or resolution; provided, however, that this shall not apply to the
signing of leglsiative bills or veto messages,
~11.~f~l~~1fl~'~~l!~!~6j~~~~mm~jml!!l~_'IWI/JI._!r"'L..dl~-
All attestations are signed off on the Clerk's, Dwight Arock, deputy clerks.
Scott R. Teach
Deputy County Attorney
Collier County, Florida
Tel: (239) 252-8400
Fax: (239) 252-6300
l
""~...~
rLORIDA DEPARTMENT oj STAT~
CHARLIE CRIST
Governor
STATE LIBRARY AND ARCHIVES OF FLORIDA
KURT S. BROwzmtG
Secretary of State
January 26, 2009
Ms'. Sue Filson
Executive Manager
, Board of Collier County Commissioners
3301 East Tarniami Trail
Naples, Florida 34112-4977
,::c....
"-
Dear Ms Filson:
We are in receipt of the facsimile signature, under oath, filed by Donna Fiala as Chairman of the Board
of County of Comssioners of Collier County, Florida"
This information was placed on file in this office on January 15,2009.
If we may be offurther assistance, please feel free to contact this office at (850)245-6270.
Sincerely,
~~
~ W^
Liz Cloud
Program Administrator
LC/jru
DlRHC'I"OR.'SOFFICE .
R..A.. Ckay Bwlding . }OO South BroIJouih Suet . Tal~alw:llCe. Florida 32399~02:S0
'SO.:1U6600 . FAX: UO.245.6135 . TDD: 8:10.922.4015 . http:J'd1is.d~tate..n.1loI
COMMUNITY DEVELOPMENT
850.245.6600 . FAX: 850.14S,Q643
STATE LIBRARY OF FLORIDA
850.2:45.6600 . FAX: IS0.24H744
STATE ARCHIVES OF FI.ORlDA
8$0.24"-6700 . FAX~ .~.488_4B94
LEGlSLATIVIiLlBRARY SERVICE
850.411.2812 . FAX: 850.41111.9819
RECORDS MANAGEMENT SBR VICES
150.245.6150 . FAX: 150.2U./ins
ADMlNISlRATIVE CODE AND WEEKLY
850.245.6270 . FAX: iSO.245.6282
~~o/?l~?l~ ?l~
3301 East Tamlami Trail. Naples, Florida 34112. 49n
(239) 252-8037 . Fax (239) 252-3602
q.
\:U
Donna Fiala
Dis(,lcI1
Frank Halas
District 2
Tom Hanning
Dlsttlcl 3
Fred W. Coyle
District 4
Jim Coletta
DistrictS
January 13, 2009
Department of State"
Administrative Code
R- A Gray Building #101
500 South Bronough Street
Tallahassee, FL 32399-0250
Attn: Ms. Misty Pearson
Re: Filing of Affidavit Pursuant to Section 116.34, Florida Statutes, Facsimile Signature
Dear Ms. Pear.;on:
Pursuant to Section 116.34, Florida Statutes, enclosed for filing with the Depar1ment of State is the
original Affidavit of Donna Fiala, Chairman of the Board of County Comririssioners of Collier
County, Florida.
. Please acknowledge by return mail that the enclosed affidavit has been filed wftllfue-Oepartnlent of
State.
If you have any questions regarding the enclosed, please contact my office at (239) 252-8606.
Sue Filson, Executive Manager
Board of County Commissioners
SF
Enclosure
(
(
, AFFIDAVIT
STAlE OF FLORIDA
COUNTY OF COllIER
Before me this day personally appeared Donna Fiala, Ch~inn~T1 of the Board of County
Commissioners of Collier County, Florida, who, being first duly sworn and under oath., deposes and
says:
That my manual signature is ~ )~
Th81 the following f1wsimfrr'lJ.l1iture (stamped) is my true and correct facsimile
If~ d~~
L
2.
signature.
3. That pursuant to Section 116.34, Florida Statutes, my facsimile signature (stamped) as
set forth herein sbal1 be used on certain docmnents in my official capacity as Chairman of the Boan\
of County CoIll1I1issioners of Collier County, Florida
-'F&~
Board of County Commissioners
Collier ('.-ounty, Florida
The foregoing Affidavit was acknowledged before me this 13 day of January 2009 by Donna
Fiala, CHAIRMAN QI:' 'I'HE.BQARD_OE COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA, who is personally known to me and did not produce any identification.
~-Jl>-fl1~
sI8mped
CA YN SUE FISOII
C1N'DD74873l
EXPIAES: Apl2lI, 2112
&::incIIlf1hraNdllyPil*~
My commission expires:
(j)
Board of Collier County Commissioners
Donna Fiala
District 1
Frank Halas
Dislrlct2
Tom Henning
District 3
Fred W. Coyle
Districl4
Jim COlella
DistrictS
January 12, 2010
Department of StlIte
Administrative Code
R. A. Gray Building #101
500 South Bronough Street
Tallahassee, FL 32399-0250
Attn: Ms. Misty Pearson
Re: Filing of Affidavit Pursuant to Section 116.34, Florida Statutes, Facsimile Signature
Dear Ms. Pearson:
Pursuant to Section 116.34, Florida Statutes;' enclosed for filing with the Department of State is the
original Affidavit of Fred Coyle, Chairman of the Board ofCOImty Commissioners of Collier County,
Florida.
Please acknowledge by return mail that the enclosed affidavit bas been filed with the Department of
State.
If you have any questions regarding the enclosed, please contact my office at (239) 252-8606,
Sue Filson, Executive Manager
Board of County Commissioners
SF
Enclosure
W. Harmon T umer Building' 3301 East Tamlami T,.O . Naple., Ronda 34112' 239-252-81197 . FAX 239-252.3602
AFFIDAVIT
STATE OF FLORIDA
COUNTY OF COLLIER
Before me this day personally appeared Fred W. Coyle, Chainnan of the Board of COWlty
Commissioners of Collier COWlty, Florida, who, being first duly sworn and Wlder oath, deposes and
says:
That my manual signature is ~ (;J, ~.
That the following facsimile signature (s_ed) is my tru d co;;:ect facsimile
1-
2.
signature. r _~ Otlo
___~_~_~~__ '-1uJ- W. -- 0
3, That pursuant to Section 116.34, Florida Statutes.,;my facsimile signature (stamped) as
set forth herein shall be used on certain documents in my official capacity as Chainnan of the Board
of County Commissioners of Collier County, Florida_
~
Fred W. Coyle, Chairman
Board of County Commissioners
Collier County, Florida
The foregoing Affidavit was acknowledged before me this 12th day of January 2010 by Fred
W. Coyle, CHAlRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF COLLIER
COUNTY, FLORIDA, who is personally known to me and did not produce any iden . ation.
stamped
My commission expires:
CNlOlYN SUE FIlBOIl
MYCOMMISSIOOI DD748730
EXPIRES: ~ 28, 2012
IlaridldThnl~P\M;lInlIIrMIIanI