Agenda 05/11/2010 Item #16E 4
Agenda Item No. 16E4
May 11, 2010
Page 1 of 28
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign the Assumption
Agreement from Government Capital Corporation to Susquehanna Commercial
Finance for the lease-purchase of one ambulance for EMS.
OBJECTIVE: To assign the agreement from the original party, Government Capital Corporation
("Government Capital"), to Susquehanna Commercial Finance. Inc. ("Susquehanna").
CONSIDERATIONS: The original contract #10-5398 "EMS Ambulance Lease/Purchase".
Resolution 2009-299, was dated December 15, 2009, and approved by the BCC as Agenda
Item 16.F.5. The Contract was by and between Collier County and Government Capital. The
Emergency Medical Services department utilizes the services provided under this contract.
Subsequently, Government Capital assigned all its right, title and interest in the Agreement, and
in the equipment leased thereunder, and the right to receive payment thereunder to
Susquehanna. County staff was notified on April 14, 2010, of the assignment. Following the
Procurement Administration Procedures, staff has acquired the necessary documents from
Susquehanna which have been reviewed and approved by the County Attorney's staff. The
Purchasing Department is recommending approval of the assumption of this Contract by the
new firm.
FISCAL IMPACT: There is no fiscal impact.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with
this Executive Summary.
LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County
Attorney's Office and is legally sufficient for Board action-SRT.
RECOMMENDATION: That the Board of County Commissioners approves and authorizes the
Chairman to sign the Assumption Agreement from Government Capital to Susquehanna for the
lease-purchase of one ambulance for EMS.
PREPARED BY: Diana De Leon, Contracts Technician, Purchasing Department
Item Number:
Item Summary:
Meeting Date:
Agenda Item No. 16E4
May 11, 2010
Page 2 of 28
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
16E4
Recommendation to approve and authorize the Chairman to sign the Assumption Agreement
from Government Capital Corporation to Susquehanna Commercial Finance for the lease-
purchase of one ambulance for EMS.
5/11/20109:00:00 AM
Date
Prepared By
Diana DeLeon
Administrative Services
Division
Contracts Technician
Purchasing & General Services
4/26/20102:32:55 PM
Date
Approved By
Steve Carnell
Administrative Services
Division
Director ~ Purchasing/General Services
Purchasing & General Services
4/28/20108:53 AM
Date
Approved By
Len Golden Price
Administrative Services
Division
Administrator - Administrative Services
Administrative Services Division
4/28/20104:07 PM
Date
Approved By
OMS Coordinator
County Manager's Office
Office of Management & Budget
4/29/20108:12 AM
Date
Approved By
Therese Stanley
Office of Management &
Budget
Manager ~ Operations Support ~ Trans
Office of Management & Budget
5/1/201012:16 PM
Date
Approved By
Mark Isackson
Office of Management &
Budget
Management/Budget Analyst. Senior
Office of Management & Budget
5/3120109:58 AM
Agenda Item No. 16E4
May 11, 2010
Page 3 of 28
MUNICIPAL lEASE-PURCHASE AGREEMENT
DATED
December 15, 2009
COLLIER COUNTY BOARD OF COMMISSIONERS
345 Miron Drive
Southlake, TX 76092
800.883.1199
www.governmentcapitaJ.com
Agenda Item No. 16E4
May 11, 2010
Page 4 of 28
FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT
THIS FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No 5377 (hereafter referred to as "Agreement") dated as of
December IS, 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").
fotlows:
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 leeses 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 specifici3lJy 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 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 NonMApprDpriation. 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 (iJ funds for the succeeding fIscal period cannot be obtained, (ii)Lessee
has exhausted all legally available means for making payment caned 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, 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 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 fjscal 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 ,....lth respect to the Property or the purchase, ownership, fti:lllal, pU$se~sion, operation, relurn or 5i:lie of, or receipt of
payments for, the Property, except any Federal or state Income taxes, jf 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 Agreemellt which has been duly authorized, executed, and delivered by Lessee and is a vaJld 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 iegally available for such purposes; Lessee wHI, 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;
(e) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority
for, authorization of performance of, Dr 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
contemporaneousiy with the Agreement are true and correct;
(e) Lessee has an immediate need fori 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 ccmplying 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 or default under any debt, revenue
bond or obligation which Lessee has issued during the past ten (10) years.
R-ORJDA MUNICIPAL LEASE-PURCHASE AGREEMENT - 1
Agenda Item No. 16E4
May 11, 2010
Page 5 of 28
S. U," and Ucenses. 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 wll1 not Install, use, operate or
maintain the Property Improperly, carelessly, or in violation of any apprlcable 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, penn its 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 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 insurance
premiums necessary for the repair, maintenance and preservation of the Property, and all 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 ecuipment and accessories shall be removed by Lessee upon
termination of this Agreement, provided that any resulting damage shalt be repaired at Lessee's expense. Any such equipment or
accessorIes not removed shall become the property of Lessor.
(b) Without the wrjtten consent of Lessor, Lessee shall not make any other alterations, modifications or
improvements to the Property except as required or permitted hereJnder. 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.
B. Liens. Lessee shall not directly or Indirectly create, incur, assume or suffer to exist any mortgage, security
interest, pledge, lien, charge, encumbrance or c1air.1 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 flny and every cause whatsoever, and no loss, damage, destruction or other event shalt release Lessee from the
obligation to pay the full amount of the rental payments or from any other obligation urder 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 of 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 L.essor (i) all 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 eacr 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 expe:lse, provide comprehensive
liability insurance with respect to the Property, insuring against such risks, and such amounts as are customary for lessees of
property of a character similar to the Property. In addition, Lessee shaff, for the term of this Agreement, at its own expense, provide
casualty insurance with respect to the Property, insuring against customary risks, caverage at all times not less than the amount of
the unpaid wincipal 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 insu.dnce 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
~essor and Lessee as inSureds as their respective interest may appear, Insurance proceeds from casualty losses shalt 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 irsurer shall agree to give Lessor written notice of non-payment of any
premium due and ten (10) days notice prior to canceltation or alteration of any such policy. lessee shall also carry and require any
other pers::>n or entity working on, in or about the Property to carry workmen's compensation Insurance covering empioyees on, in or
about the Property. In the event Lessee fails, for any rcason, to cOr;lply with the requireme.1ts of this Section, Lessee shall
Indemnify, save harmless ar'd, at Lessee's sole expense, defend Lessor and its agents, employees, officers and dir"ectors and the
Property against all risk of loss :lot covered by insurance, subject to the limitations of Section 76B.2Br 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 tr.is
Agreement. The foregoing is subject to the limitations of Section 768.28, Florida Stat"Utes.
FLORIDA MUNlaPAL LEASE-PURCHASE AGREEMENT ~ 2
Agenda Item No. 16E4
May 11, 2010
Page 6 of 28
12. No Warranty. EXCEPT FOR REPRESENTATIONS. WARRANTIES, AND SERVICE AGREEMENTS RELATING TO THE
PROPERTY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERl'I, ALL OF WHICH ARE HEREBY
ASSIGNED TO LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANl'I, EXPRESS OR IMPLIED, AND
ASSUMES NO OBLIGATION WITH RESPECT TO THE TITLE, MERCHANTABIUl'I, CONDITION, QUAUl'I OR FlTNESS OF THE PROPERTY
DESCRIBED IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMll'I OF THE PROPERl'I 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 the Property which Is then subject to this Agreement, nas [sn 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 Lessee1s 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 shal! 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 deHvery of a bill of sale covering the Property, this Agreement shall terminate except as to
obllgatJons or lIabflities 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 any court or governmental agency;
(i) 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 Dr acquiescence, a trustee, receiver or custodian is Clppointed 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 liquiG<Jtion proceeding is instituted by
or agalnst 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
casts and expenses incurred by Lessorj
(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 far 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 relettingi
(3) Terminate this Agreement and repossess the Property, in which event Lessee shall be !iable for any
amounts payable hereunder through the date of such termination 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 int€ntlon 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 ress than the sum of (i) the
costs of such repossession, sale, relocation, storage, reconditioning, relettfng and reinstallation (Including but not limited to
reasonable attorneys' fees), (ii) the u'1paid principal balance derived from Exhibit B as of the last preceding Lease Payment Date
specified in Exhibit B, and (ill) any past due amOlmts 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 nnd Lessee shall remain liable for any deficiency; or
(5) Pursue and exercise any other rer:1ecy 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 expcnses,n as that term is used in
this Section 14, shall mean, to the extent allowed by law: (i) reasonable attorneysl 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 wi~h 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 Commercia! Code.
Lessee waives all rights under air exemption laws, except Sectian 768.28, Florida Statutes
flORIDA MUNlcrPAllEASE-PURCHASE AGREEMENi ~ 3
Agenda Item No. 16E4
May 11, 2010
Page 7 of 28
(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 frscal 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 termination hereof pursuant to the terms of this Agreement,
deriver the property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee, ordinary wear
and tear resulting from proper use alone excepted, by loading the Property, at lessee's sole expensel on such carrier, or delivering
the Property to such location, as Lessor shall provide or desigl1ate at or within a reasonable distance from the general bcation of the
Property. If Lessee fails 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 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.
16. A$signment. Without Lessor's ;:>rior 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 ....ightsl 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 shafl 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 shall keep
a complete and accurate record of ell such assignments in form necessary to comply with the United States Internal Revenue Code af
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 art 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. Lessor's Right to Perform for lessee. =f Lessee fails to make any payment or perform or comply with any of fts
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 L,essee, and the amount of any such payment and the expenses (including but not limited to
reasonable attorneys' feeS) Incurred by Lessor In pertorming 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 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 pald accordance
with Chapter 2181 Florida Statutes, also know as the "Local Government Prompt payment Act".
21. Notices. Any notices to be given or to be served upon i:lny party hereto in connection with this Agreement must
be In writing and may be given by certified or registered mali, and shall be deemed to have been given and received forty-eight (48)
hours after a registered or certtfied 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 S~ate, Lessee is not granted a security interest in
the Property. Ho\'vE"verl Lessee agrees to cooperate in filing this Agreement, if requestedl 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 :lot more than $30,000,000 of "qualified
tax~exempt obligations," as th2t term is defined in Section 265 (b) 3 (0) 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 CD) of the Code allowing for an exception to the ger:eral rule of the Code which provides for
a total disallowance of a deduction for interest expense alloca~le to the carrying of tax exempt obligations.
24. Continuing Disclosure. Specifically and without IimltaVon, 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 ~o the end of such period. These reports must
be certified as correct by one of Lessee's authorized agents. 1f 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".
flORIDA MUNIOPAL LEASE. PURCHASE AGREEMENT. 4
Agenda Item No. 16E4
May 11, 2010
Page 8 of 28
25. Miscellaneous.
(a) Lessee shall, whenever requested, advise Lessor of the exact location and condition or the Property and shall
give the Lessor Immedlate 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.
Cd) This Agreement shall be construed In accordance with, and governed by, the laws of the State of Florlda.(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 appornt
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 cDnvenience 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.
j')R
day of ~f.Pl.Jvt
in the
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
year 2009.
Lessee: Board of COj,l[lty Commissioners
Collier County, F~rj(j~ 1
~/~~./ c;Zt&.
Donna Fiala, Chairman
3301 Tamaimi Trail East
Naples, Florida 34112
/.'J II [) . .
Witness Signatu~~.-.!J(/' ~
Ll. ., '.1.-'
Print Name rpfiR.u'JtL r)ARR.Prt9 .0
Print Title b-fi.u.MAP,~~l) C(7}e~
Al'.(\ -le-hne.joh()
Attest: g..rgMt c. DIU,-it, Clerk:.
~lM~;~h .
...:: ::q.i~.J:~':........'.~:l.
. '", $(1 \ll\'jil~" .
. ,.' '.
FLORIDA MUNICIPAL LEASE.PURCHASE AGREEMENT - 5
Agenda Item No. 16E4
May 11, 2010
Page 9 of 28
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
NafJles, Florida 34113
flORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT. 6
Agenda Item No. 16E4
May 11, 2010
Page 10 of 28
EXHIBIT B
>> SCHEDULE OF PAYMENTS lk 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 $7,180.37 $34,395.37 NIA
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
****This Scheduie is subject to current Market Indexing if Funding occurs 14 days after Proposal Date****
Lessee: Board of COUp,y Commissioners
Collier County, Florld,il i
II/. j.
1~' ~).-di.
Donna Fiala, Chair an
A(\r'\ Je.,fI~';ohl'\.',:'
Attest: rl..l~"t E. Brook, Clerk'O:;::;;~~;~"i" .',.
b 'C, 1 AA. .. ..l?;.,..':'~t'J~i;~~:\.
D~Y Clerk ',' '<'I /.. '":~:,,..
:= :..... ,I. ",,~.,''';"::i!!.}:~~? ,,;"
.., .:j() GU\j~:.'~' ,:
APproved~)j.d~uffi
Scott R. Teach
Deputv County Attorney
ency:
FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT - 7
Agenda Item No. 16E4
May 11, 2010
Page 11 of 28
INCUMBENCY, INSURANCE, AND ESSENTIAL USE CERTIFICATES
FLORIDA MUNIOPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT")
BY ANO BElWEEN
LESSOR, Government Capital Corporation
and LESSEE, Collier County Board of County Commissioners
~l\ ;)t1IM.' o\,.... Oated as of Oecember 15, 2009
I, 9' j!l~t Iii ir1-;:~ (NAME), do hereby certify that I am the duly elected or appointed and acting Deputy Clerk (Keeper of the
Records), of Collier County, a political subdivision or agency duly organized and ex:lsting 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 lndividual(s) named below are the duly elected or appo1nted
officer(s) of such entity holding the offlce(s) set forth opposite their respective name(s). 1 further certify that (I) the signature(s) set opposite
theIr respective name(s) and title(s) are their true and authentic slgnature(s), and (il) such officers have the authority en 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 CorporatiDn.
Donna Fiala
Chairman
Jf!~o "L ~
and affIxed the seal of sudl~~ntr~~ ~ereto thIs ~day of
~
~
1)'~EREOF,
I have duly executed this certificate
2009,
, , ~. I
, ...'~':a.eI"lIIr,
I'tl\" "It ">'l~iok(\ ...._ ,,' ....,.. .' .'~'
Lessee certifies that property and liability insurance, If appllcaWe, h'ave been secur~ ~n~it~ tHe Agree,mentand such coverage
will be maIntained in full force for the term of the Agreement. "lessor or Its ASSigns" shouldibedesi!:Jhatep'.Bs,loss:l>ayee until Lessee is
notified, In writing, to substitute a new loss payee. The followIng inf1rmatlon is provided about In~fiJ'!.~~;~'~ . '
INSURANCE COMPANY/AGENT'S NAME: 5t.-e.. ,4+1-t< (')...e.c~ \..
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: c;...,"""tl"'....c:j Ir"'~~f",--f"-h",, s.,....v'c.;,
The undersigned hereby represents tne use of the Equipment is essential to its proper, effIcient and economic operation.
IN WITNESS WHEREOF, I have set my hand this _I ::J-r" day of L1~l" f"...... hc....r I 2009.
Lessee: Board."county Commissioners
Collier County,rF orida i
~I c-r 71
r'o~~ <:":::././.-t.I:-';,'
Donna Fiala, Chairman
Attest: Dwight E, Brock, c.1,e,rk
~,' <,,,-,J'":"
nj; RuM ~o.(,
~ty Clerk ,_-.'
~ . to a.tr..~;;':'.;:
..... Ofti" ',,,"
Approved as to
Scott R. Teach
Deputy County Attorney
FLORIDA MUNICIPAL lEASE-PURCHASE AGREEMENT - a
ACORD. CERTIFICATE OF LIABILITY INSURANCE OP IDDt)' I' ~>\;(...;..".,.",
COLLI-2 12/21/09
l'lI:ODUlIflt THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Insurance a.nd Ri.sk Management. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Servicl;!s, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
8950 Font.ana DQ~ sol Way #200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Nap1as n. 34109-4374
Phon. : 239-649-1444 J'B..lt: 239-649-7933 INSURERS AFFORDING COVERAGE NAIC#
1~~1I , Pr.i.nceton Excess" Surplus 10786
:'N5IlRERA:
,le;,JRERt '~n~~"'" 23612
Collier County Govarn.m4!!nt INSURER!:'
Risk Manaqam.ent Department
3301 Ta.mi.ami. !'ra.il East, *D _URERlI;
Naple. FL 34.112
_UREA!
Agenda Item No.. 16E4
May 11 , 2010
COVERAGES
'TtII!I'OUCIElorl~SOAAI>l::t U&TED"LDWfi.O.VEIIUNI$SlJl!DTOnEMUllED~~lIOve'OItl1€l>OUCT'ERIOOINtC.l.I'tt>.NDTWlIGT"~
.l."'Il!CIUIfl!lol~. TERlIIcmCOHDmOH rI'''~ CONTllolCTDROTHEIt tlOCUI<<NTWlTH F'U'ECTTQYl'HK;r1 TIllS Cl!'U1l'1,,",nw..... B~ II$llI!IIOft
1I,l,.I'ERT"IN.TllE'NSURN<<:E..I"CJlU)l;()....Tt1E:PQlICIES:lI!!CRllEIlllElUlN~SUlIJ!CTTOAl.lTM!TEllMt,EXCl.-u:sI(l~.l.t;tl(lONDI'TIONBOI'SlJCIl
~IU AOGRfGATl!L...-n t><IM..MAV...."".EEllltEtluem....'AlDCUlIMt,
,UII n I"Cll.ICTNUlII8.I!R '~~~~~~ jI'OLIC:'Ylli<.OlOUlTlClll -
d, TYftOl'H;IWfU.~Cl! D4T!IIllMllD"n'l
~IlIW.UA.UTY I u.c~ OOOJRREICE 11,000,00D
OAhI...tJETORDmiD
A -"- .5M1!e~c&UQ~R.u.u.o...LJ'IY GUJ;ExOOOOO150& 10/01/051 10/01/10 ~RE"'E&IE. _I , Included
- et..Io_....a: [!]OCClJIl MEP~loO'lI''''''-* I 1,000
.UlUIl/t.QIl/t_~ ""Ri:Q".o.I."~I"""'R;y , !ncluded
""""",.Il/t__ QE..E.....L...aoR~TE 11,000,000
~=QATEn";I'~~ n ~c PROi:>UClI_COMf'/CIPN>> , 1,000,000
~~OB.u:LWllUTY I
I ~CI4IIN~P~IrIGl~U'IIT 11,000,000
A X ~ ^~AU'rO 64A3E.XOOOOO1506 10/01/09 10/01/10 ~'_IIl'1IlIl
- Al.l~EO"'11TOS i ~I'~~~~~
.
- so;e;D\.UDAUTOa l:lIlh",t.n_
~ "REllIUrOI ....u......__.. i ~ctlILYrNJlJ'lY
~ NOH-OYoNED...lITClI .....'.'""0....1 .
I ,"o',"n~,"" .
jr....._orll
,R :~7~:' b..lV-E.o..o.l:ClPI!Pl1' .
OTHERTH"l'l ,,~, ,
WTOP"'V, ~ "
!~$NMlIREUAt.JI,DII.(I1' ....c~ OCCUllfl~NC:l!. ,1,000,000
A .!...joecuR DCLounWo.Ol! 64A3FFOOOOOll04 10/01/09 10/01/10 "'COG~EGATE $ 1,000,000
Ez:cess ,
~:~'- General ,
RETEtillOH . Liahili tv .
WOR,HEUCOMP!tiumN.IID X Il~~;= I IO:~
A e.......l)'I'I!....Ul-6Il.'ry 64A3EXOOOOOlS06 10/01/09 10;01/10 EJ.. tACl-lI.CC1~ENT $ 600,000
....a'P!lO""tETO"''I'/>!ITNE~Ml1T1III
OfFICEM.lEI.\BEIl:ExeUJl:'1;;:n SIR $500 I 000 EL ;I'~E.o.st_E"-EIo'II'LO'r!f 1 600,000
~;~~:~~~~Sb'." fLll/SE"-SE_l'aJCTtMIT $ 600,000
OrHEIt
B Ez:ceas Workers . EWCOOa020 10/01/09 10/01/10 Work Com? Sta tu tory
CompClnsi!ltion i SIR $600,000 E.L. 3,000,000
O~5e..!'T"," of OP~fU.1l0N$' LOC:"-T1ON$IV~'CU:S I ua.USlQ~S .o.oOElIllV&D:IRSEW'!IT IIlI'~CIo\L I'lICVlSIa..,
Ce=tificata holder i. listed as loss payee with respect to 2010 Horton Model
F623 Custom/Rescul!I/Transport Vehicle on a Fo=d F550 Chassis.
Self Insured Retention included within limi ts of liability. A.s allowed by
FloridA Statutet 768.29.
CERTIFICATE HOLDER
CANCELLATION
GOVERN!
~
Gov.rnment Capi tal Corpora. tion
DocUItQn ta tion Departmen t
345 Miron Drive
Southlake TX 76092
@ ACORD CORPORATION 1986
ACORD 25 (2001/08)
Agenda Item No. 16E4
May 11, 2010
IMPORTANT
lfthe certIficate holder Is an ADDITIONAL INSURED, the pollCY0es) must be endorsed. A statement
Ort this certificate does not confer rights to the certifrcate holder in lieu of such endorsement(s).
If SUBROGATION 18 WAIVED, subjed 10 the terms and conditions of1he policy, certain policies 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 of this fonn does not constitute a contract between
the issuing Insurer(s), authorized representative or producer. and the certificate holder, nor does ~
affirmatively or negalively amend, extend or aller the coverage afforded by the policies listed thereon.
ACORD 25 (2001/081
Agenda Item No. 16E4
May 11, 2010
Page 14 of 28
CERTIFICATE OF ACCEPTANCE
FLORIDA MUNICIPAL LEASE-PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT")
BY ANO 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 (il has been
received by Lessee, (II) has been thoroughly examined and Inspected to the complete satisfaction of Lessee, (nl) 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 01
2009 (').
Attest: Dwight E. Brock, Clerk
Lessee: Board of County Commissioners
Collier County, Florida
Donna Fiala, Chairman
Deputy Clerk
Approved as to lorm and legal sufficiency:
Scott R. Teach
Deputy County Attomey
(') ACCEPTANCE MUSTBE'SIGNED ONLY IF f!lQ ESCROW AGREEMENTlS INCLUDED
2. PROPERTY: 2010 Horton Model F623 Custom/Rescue(Transport Vehicle on a Ford F5S0 Chassis, SEE ATTACHED EXHIBIT A.
3. USE: The primary use of the Property is as follows-. (PLEASE FILL OUT PRIMARY USE BELOW)
PRIMARY USE:
e.."'<<V""~"n() ~o'?"'p~..-,{,,-f1D;'
<""" .
-'~li~lI't.~
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 or County Commissioners
Attention: Artie Bay
3301 Tamaiml Trail East
Naples, Florida 34112
a rtiebay@colliergov.net
6. INSURANCE: Lessee certifies that property and liability insurance have been secured in accordance with the Agreement and such
coverage wiJI 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 AGREEMENT - 9
Agenda Item No. 16E4
May 11, 2010
Page 15 of 28
RESOLUTION # 299
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 Coilier 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 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 BOlJrd of County Commissioners dnd Government Capital Corporation.
PASSED AND APPROVED by the Coilier County Board of County Commissioners in a meeting held on the
~day of ru ~i?.rnbl'.r-; 2009.
Lessee: Board of County Commissioners
Collier County, rrdrida .
Ii i /
l /<~)-:J-~:i"'~_~~ t~:/~ <~.,2~..
Donna Fiala, Chairman
An" JU\n.qohr'\
Attest: .o"'igot 6 Broek, Clerk.
Approved as ~;;~(2 :Z:L:clency:
Scutt ~Ch
Deputy County Attorney
~hO,(.i', '.
Depu ,'~~', :: _,'
.c-..~ ~l,...,.'
~.f~,' .......
-I ',' ::;: )'J~
........
~UIltY of COW.
~,._~
". . - '~.
':.. '.
, ,
I HEREBY CERTIFY,1\MATJtlJit,l........
~orrect c~oy 01 a,Ql:lcu~"1 on ffl.e In
Board Minutes a(lO"ReClj.Ms>~1 COlUerCount)
~~ss rtlV ~.' a~dofflclalsea..I~IS
oayof.. .1~vg:1 J-9ID
:~. ,. ..~_ -. - -. .' ..u
;)WIGHT Eo BROt.K. .C~ro< OF ~lJR1'S
FlORlDAMUNICIPAlCEASEPU'_ ~ j)1DJL ilL~
At'\(\JL (\,1..'0 ,..,
. ./?:. ~;[),/ '.' Office of the Cou nty Attorney
1i\.:o"L:: $; Jeffrey A. Klatzkow
'fJ":4': .. .".
"'-~y Deputy County Attorney' Scott R Teach
Section Chiefs' Heidi F, Ashton-Cicko' Jacqueline W. Hubbard" 'Soard Cel":lfled City, CI1'.mly and LocaIGoWlrnmrtn~ law
Assistant County Attorneys' Colleen M. Greene Jennifer B. White Steven T Williarns Jeff E. Wright Robert N. Zachary
Agenda Item NO..16E4
May 11, 2010
Page 16 bf 28
December 15,2009
Government Capital Corporation
Attention Documentation Department
345 Miron Drive
Southlake, TX 76092
RE: Florida Municipal Lease-Purchase Agreement No 5377
Dear Lessor:
I have 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 !Tom taxation by virtue of
Section 103(a) of the Internal Revenue Code ofl986;
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 enforceahle in
accordance with its terms.
4. The above opinions may be relied upon by the Lessee, Lessor, or its Assigns.
Sincerely,
~iJ- Rj~L
Scott R. Teach
Deputy County Attorney
3301 East Tamiami Trail' Naples Florida 34112-4902' (239) 252.8400' FAX: (239) 252.6300
DEMOGRAPHIC INFORMATION
..>f' PLEASE COMPLETE THIS PAGE IN FULLf
Name and Address COLLIER COUNTY
3301 Tam'timi Trail East
Naples, Florida 34112
County: Collier Federal ID Number 59-6000558
Agenda Item No. 16E4
. May 11, 2010
Page 17 of 28
2006
$ fot. 'Nt .'22-2-
I '
Tax Levy Rate 1.SG,'i5 Max Levy Rate Aliowable~
Total Net Assessed Valuation
2007
i ".0((2. (q'K
, f
~ "62, 5"roV(iQ{
2008
Top Ten Area Taxpayers
1. fin,-, I.. p,,"W~ L,~l.:1-
$
2.~1-(,
3. ("" ba.r k. r'''T
4. (:,41 A);,.('( 6.l t.( ~ttl-""',
5. (~"~.n,,.J ('~yo+"r- )~.,:.f~~
Assessed Amounts
~,5,{ 7. {'h.
,
~, {., 30.. '? 72.
$____L351/0tJ7
I, 0 1S,.7<I. <;
1l(7, .:;x,,-
6.
rJ,"fI..t.(
('" {('I';'"
l-filA , 7--"'"
,
$-
7.
r-r Iv(A -in"
,
B.
fi..-h t ;t(trrf "Sfz"" ~ C;,<<+ Lf'
9.
--rt...
IL( ""r"":;""\" -Z"c
,
10.
Lf'P
(~","-h1 /fer-!vu: ("L2rr"Jf1(. $ ____
Population 2006
330; 2.58
33~_13c.f
~_~'{3/_ 74''1
Population 2007
1'1 n. 17~
I ~
fil.2 177
,
;?5~ {-.r'f
(1~, q<(j,
hr;" 2(.,(J
Population 2008
FLORIDA 1'1UNICIPAl LEASE-PURCHASE AGREEMENT
Agenda Item NQ. 16E4
May 11, 2010
Page 18 of 28
(Rev. November 2000)
Department of the ,reasury
lmemal Revenue Service
Re ortin
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
... See separate Instructions.
Caution: If the issue price ;s under $100,000, use Form B038-GC.
If Amended Return, check here" 0
2 Issuer's employer identification nllmber
59 : 6000558
Room/suite 4 Report number
3 -01
OMB No. 1545-0720
Form 8038-G
Issuer's name
Collier County Soard of County Commissioners
Number and street (or P.O. box if mail is not delivered to street address)
3301 Tamalml Trail East
City. tDvm, or post office, state, and ZIP code
Naples. FL 34112
6 Date or is ue
~ /5-.20/0
8 CUSIP number
NA
10 Telephone number of offICer or!BQ8I representative
[ 239 )252.3740
Iicable box(es) and enter the issue rice) See instructions and attach schedule
11
12
13
14
15
16
17
18
(c) Stated redemption
price at maturity
09 -15 -14 $ 182,751.00 $ NA 5
Uses of Pr.o~c"eds 01 Bond Issue (includin underwriters' discount)
22 Proceeds used for accrued interest .
23 Issue price of entire issue (enter amount from line 21, column (b)). ,
24 Proceeds used for bond issuance costs [Including underwriters' discount) 24
25 Proceeds used for credit enhancement. . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
21 Proceeds used to currently refund prior issues . . . . 27
28 Proceeds used to advance refund prior issues . . . . . . . 28
29 Total (add lines 24 through 28) . .............
30 Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here .
Descri tion of Refunded Bonds (Com lete thi~ part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . ...
32 Enter the remaining weighted aVNage maturity of the bonds to be advance refunded . II--
33 Enter the fast date on which the refunded bonds will be called. . . . . . .. . II--
34 Enter the date(s) the refunded bonds were issued ....
1::F.Ti.'JI Miscellaneous
%
NA
NA
NA
NA
NA
NA
NA
NA
years
years
35 Enter the amount of the state volume cap allocated to the issue under section 141 [b)(5) 35 NA
36a En:er the amount of gross proceeds invested or to be invested in a guaranteed investment contract {see instructions) 36a NA
b Enter the final maturity date of the guaranteed investment contract.... _. NA ~
31 Pooled financings: a Proceeds of this issue that are to be used to make loar.s to other governmental units 37a NA
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box.... 0 and enter the name of the
issuer ~ and the date of the issue ....
38 if the issuer has designated the issue under section 265(bi(3)(3)(i)(llI) (small issuer exception), check box ~ ;z]
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ... 0
40 If the Issuer has identified a hed e, check box . . . . . . ... 0
~~~e~:~~~:; ~fJ~~Uryt'::~la~~~h:~~~~:. examin1 this retum a:"1d accompanying schedules and statements, and to the best of my knowledge
lr.. Z ft~ d~..",,".4.Q:!\'L'Sl.~ lr.. Donna Fiala, Board Chairman
r Signature of issu s authorized representative Date r Type or print name and title
For Paperwork Reduction Act Notice. see page 2 of the Instructions. Cat. No. 537735 Form 803B~G (Rev. 11-2000)
@
Sign
Here
Keith Miller - Gov't Capital
Agenda Item No. 16E4
May 11, 2010
Page 19 of 28
Subject:
FW: Response 10 RLS 09-PRC-01422 /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
Tille 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 bod:es, or other
instrumentalities or by any of its political subdivisions
(b) "Instrument of payment" means a cheek, 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 to 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.
(b) Any instrument of payment.
Agenda Item No. 16E4
May 11, 2010
Page 20 of 28
(c) Any official order, proclamation or resolution; provided, however, that this shall not apply to the
signing of legislative bills or veto messages.
All attestations are signed off on the Clerk's, Dwight Brock, deputy clerks.
Scott R. Teach
Deputy County Attorney
Collier County, Florida
Tel: (239) 252-8400
Fax: (239) 252-6300
Agenda Item No. 16E
May 11, 201
Page 21 of 2
CHARLIE CRIST
Governor
STATE LI13RARY .~ND :\RC!1:VES OF FLORIDA
KURT S. BROWNING
Secretary of State
January 26, 2009
Ms', Sue Pilson
Executive Manager
Board of Collier County Commissioners
3301 East Tamiami Trail
Naples, Florida 341 12A977
--
Dear Ms Pilson:
We are in receipt of the facsimile signature, under oath, filed by Donna Fiala as Chairman of the Board
of County of Commissioners of Collier County, Florida,
'This infonnation was placed on file in this office on January 15,2009.
Ifwe maybe offurther assistance, please feel free to contact this office at (850)245-6270.
Sincerely,
~~
~ W^
Liz Cloud
Program Administrator
LC/jru
DIRECTOR'S OFFICE
R.A. Gray Building. 500 South BroDough Slr~~ . TaI~alws~. Florida 323~9-D250
850.2456600 . FAX: 850.245.6735 . mD: 85D.922.40BS . I1ttp;Jfdlis.duutuo:..fLll.I
COMMUNrrv DEVELOPMENT
8.50.245.6600. FAX: 850,245.6643
STATEL:DRARYOF FLORIDA
850.245.6&00. .FAX: 8502456744
STATE ARCHIVES Of FLORIDA
850.245.6700 . FAX: 850488.4894
LEG:SL.ATiVELlER..A.RY SERVICE
850.488.2812 . FAX:8SQ,488.9&79
RECQDS MA.~^GEMENT SERVICES
850,245,~'75C . FAX: 250245.6795
ADMN'IS1R.J\ TIVE CODE AND \lIEEKL Y
850.2H.6210 ~ FAX: 850.245.6282
P13~o/~~ ~~ ~~wn
3301 East Tamlaml Trail. Naples. Florida 34112. 49n
(239) 252.8097 . Fax (239) 252.3602
Oonn~ rtala
District 1
Frank Halas
Dislri:;t 2
Tom Hermlng
District :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
At1n: Ms. Misty Pearson
Re: Filing of Affidavit Pursuant to Section 116.34, Florida Statutes, Facsimile Signature
Dear NLS. Fearson:
Pursuant to Section 116.34, Florida Statutes, enclosed for filing with the Department of State is the
original Affidavit of Donna Fiala, Chairman of the Board of COWlty Cornnlissioners of Collier
County, Florida
Agenda Item No. 16E
May 11, 201
Page 22 of 2
(i)
- Plea~e acknowledge by return mail that the enclosed affidavit has been filed Wfth-ilie-b"partn1.ent of~--
State. .
!fyou have any questions regarding the enclosed, please contact my office at (239) 252-8606.
~
Sue Filson, Executive Manager
Board of County Commissioners
SF
Enclosure
Agenda Item No. 16E
May 11 , 201
Page 23 of 2
AFFIDAVIT
STATE OF FLORIDA
COUNTY OF COLLIER
Before me this day personally appeared Donna Fiala, Chairman of the Board of County
Commissioners of Colli~r County, Florida, who, being first duly sworn and under oath, deposes and
says:
1.
2.
That my manual signature is ~ }~
l,""full-'~!fJ~();:;:Y_ood--OoOmil'
signature.
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 Chairman of the Board
of County Commissioners of Collier County, Florida
Do=Fb!~
Board of County Commissioners
Collier County, Florida
The foregoing Affidavit was acknowledged before me this 13 day of Janllalj' 2009 by Donna
Fiala, CHAIRMAliQF_IBE.BOARDOE COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA, who is personally kno,,"TI to me and did not produce any identification.
(~-J/:;:&-,~
stamped
CAFnYN SUE RLSOII
MY COMMISSION' DD 748730
EXPIRES: A/fl12B, 2012
~1Mt.'<<UryPlb!l:~h
My commission expires:
<i)
Agenda Item No. 16E
May11,201
Page 24 of 2
Board of Collier County Commissioners
Donna Fiala
District 1
Frank Halas
District 2
Tom Henning
District 3
Fred W. Coyie
District 4
Jim Coletta
District 5
January 12, 2010
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. Pearson;
Pursuant to Section 116.34, Florida Statutes; enclosed for filing with the Department ofStlIle is the
original Affidavit of Fred Coyle, Chairman of the Board of County Commissioners of Collier County,
Florida.
Please acknowledge by return mail that the enclosed affidavit has been filed with the Department of
State.
If you have any questions regarding the enclosed, please contact my office at (239) 252-8606.
JZ~
Sue Filson, Executive Manager
Board of County Commissioners
SF
Enclosure
W. Harmon Turner Building' 3301 East Tamiami Trail' Naples. Ronda 34112' 239.252-11097 . FAX 239.252.3602
AFFIDAVIT
Agenda Item No. 16E
May 11, 201
Page 25 of 2
STATE OF FLORIDA
COUNTY OF COLLIER
Before me this day personally appeared Fred W. Coyle, Chainnan of the Board of County
Commissioners of Collier County, Florida, who, being first duly sworn and under oath, deposes and
says:
1. That my manual signature is ~ L0. (" ,- D,.,.
2. That the following facsimile signature (st~ed) is m;::~;:;:ect facsimile
signature. . ?1uJ-. . . W, r -.. 0...
~~-------~- ~ a
3. That pursuant to Section 116.34, Florida Statute~,.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, Chainnan
Board of County Commissioners
Collier County, Florida
The foregoing Affidavit was acknowledged before me this 12th day ofJanuary 2010 by Fred
W. Coyle, CHA1RMA.l\' OF mE BOARD OF C01.JNTY COMMISSIONERS OF COLLIER
COUNTY, FLORlDA, who is personally knovm to me and did not produce any iden' ation.
stamped
My commission expires:
CAAOlYNSUE ALroN
MY COMMISSION' DD 74<1730
EXPIRES: ";>ri 28, 2012
Bo:roedThIllNaluyPlbkUrldlrwrftltl
CORPORATE OFFICE
345 MIRON DRIVE
SOUTH LAKE, TX 75092
&: 817421 5400
FAX. 817 488 8477
REGIONAL. OFFICES
303 HIGHwA.Y 51 SOUTH
BROOKHAVEN, MS 39601
Iii 601 823 6000
FAX 601 823 6009
23B4 HIGHWAY 59 EAST
BEEVlllE, TX 78102
iii' 361 362 2760
FAX 361 3E2 2763
'6 lAKEFIElD WAY
.3AR LAND, TX 7741g
&: 281 565 6545
FAX 7814917820
13329 COUNTY ~OAD #334
SAVANNAH, MO 64455
1iiii: e1e 324 0336
FAX Ble 3240337
27 STRETFORO COURT
SUGAR LAND, ~x 77479
1ii; 2.81 313 0070
F"X 2813130070
-(;i~'r-'.
........_,r
.1"'''' 10
it
Agenda Item No. 16E4
May 11, 2010
Page 26 of 28
Ge;~'!iiJ,R.N1M!K:N11 CAJl"U11t\l1..,
.-..""::11..-...-..,.
April 14, 2010
Donna Fiala, Chairman, Board of Commissioners
Collier County Board of Commissioners
3301 Tamalmi Trail East, Building G
Naples, Florida 34112
RE:
Municipal Lea5e~Purchase Agreement No, 5371, dated 215 of December 15, 2009, by
aild betweer the Collier County Board of Commissioners and Government
Capital Corporation.
Dear Donna Fiala:
Please be advised 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 Commercial Finance, Inc.
Notification
Sign all three (3) letters. Return two (2) in the envelope provided and keep one (1) for your
records. The purpose of this let:er is to inform you that your lease agreement nas been placed
with Susquehanna Commercial Finance, Inc.
Executed Lease AClreement
This is your copy for your records.
~
Update your insurance coverage to Include Susquehanna Commercial Finance, Inc. as Loss
Payee. Send, or j-;struct the ir.SLJr<'lnce company to forvvard a Ce:tiflcate of Insurance showing
SLlsquehanna Commercial Finance, Il1c. as Loss Payee, to rT1y aL:ent~on at our CorporaLe
Office.
illIl:
Your equipment vendor has provided title paperwork to you by now. Insert Susquehanna
Commerc[al Finance, Inc. es Lienholder/Titleholder on that paperwork before you apply for
the tags. Upon obtai.1ing tags from your State Vellicle authority, send a phctocopy of Lhe
White Slip/Receipt to my attention at our Corporate Office.
~
Rayments 1 throLlgh 5, due under the Agreement should be made to Susquehanna
Commercial Finance, In.c., 1566 Medical Dr Ste 20lr Pottstown, PA 19464-3229. Additjonal
payment informeti:m is in the Leese Agreer:',ent, Exhibit B_
Sincerely,
Monica McNeely
Post-CiOSi:1g Coordir,atar
ACKNOWLEDGED AND ACCEPTED:
COLLIER COUNTY BOARD OF COMMISSIONERS
Signed By:
Print Name:
Date:
Title:
Agenda Item No. 16E4
May11,2010
Page 27 of 28
ASSUMPTION AGREEMENT
This Asswnption Agreement is made and entered into as of ,2010, by
and between Susquehanna Commercial Finance, Inc. ("Susquehanna") and Collier County, a
political subdivision of the Stste 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 TIlEREFORE, 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:
1. 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, PA 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.
,
Agenda Item No. 1 ot:4
May11,2010
Page 28 of 28
IN WITNESS WHEREOF, the undersigned have executed and delivered this Asswnption
Agreement effective as of the date first above written.
COLLIER COUNTY:
AlTEST:
DWIGHT E. BROCK, Clerk
By:
Deputy Clerk
Susquehanna Commercial Finance, Ine.
By:
Date:
Approved as to form and legal ~:
By: sP
Scott R. Teach
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Fred W. Coyle, Chairman
Attest:
Corporate Secretmy
Date:
2