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Backup Documents 05/11/2010 Item #16E4MEMORANDUM 16E4 Date: May 25, 2010 To: Diana Deleon, Contracts Technician Purchasing & General Services From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #10 -5398: Assumption Agreement Contractor: Susquehanna Commercial Finance Enclosed please find an original, as referenced above (Agenda Item #16E4), which were approved by the Board of County Commissioners on Tuesday, May 11, 2010. The Minutes & Records Department has retained the original for the Board's Records. If you should have any questions, please contact me at 252 -8411. Thank you. Enclosures (1) ITEM NO.: to, �� U` todd v DV FILE NO.: r ROUTED TO: �� S is play DO NOT WRITE ABOVE THIS LIN REQUEST FOR LEGAL SERVICES 3 �L.e DAT E RECEIVED: S�aS 4 { 0 �,e w Date: May 11, 2010 r=' To: Scott Teach, County Attorney's Office From: Diana De Leon, Contract Technician�'� =' Purchasing Department, Extension 8375 =J nv � Re: Assumption of Contract #10 -5398 "EMS Ambulance Lease /Purchase Agreement" Contractor: From Gov. Capital to Susquehanna Commercial Finance BACKGROUND OF REQUEST: This item was approved by the BCC on May 11, 2010, Agenda Item 16. E.4 This item has been previously submitted a #10- PRC-01600. ACTION REQUESTED: Assumption Agreement review and approval. OTHER COMMENTS: Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Artie Bay, EMS kou www.sunbiz.org - Department of State Home Contact Us E- Filing Services Previous on List Next on List Return To List No Events No Name History Detail by Entity Name Foreign Profit Corporation SUSQUEHANNA COMMERCIAL FINANCE, INC,�. Filing Information �/ Document Number F09000003880 FEI /EIN Number 061504098 Date Filed 09/30/2009 State PA Status ACTIVE Principal Address 1566 MEDICAL DRIVE SUITE 201 POTTSTOWN PA 19464 Mailing Address 1566 MEDICAL DRIVE SUITE 201 POTTSTOWN PA 19464 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION FL 33324 US Officer /Director Detail Name & Address Title PD BOYER, ROBERT L JR. 1566 MEDICAL DRIVE #201 POTTSTOWN PA 19464 Title T PICKETT, BRIAN 1566 MEDICAL DRIVE #201 POTTSTOWN PA 19464 Title S REBER, CHRISTINE 1566 MEDICAL DRIVE #201 POTTSTOWN PA 19464 Title D HOUGH, MICHAEL Document Searches Pag l Forms Help Entity Name Search Submit http: / / www.sunbiz.org/ scripts /cordet.exe? action= DETFIL &inq_doc_ number= FO90000O3 8... 5/11/2010 www.sunbiz.org - Department of State Page 2 of 2 16[1 1566 MEDICAL DRIVE #201 POTTSTOWN PA 19464 Title D LIZZA, JOSEPH R 1566 MEDICAL DRIVE #201 POTTSTOWN PA 19464 Title D MONTGOMERY, JOHN H 1566 MEDICAL DRIVE #201 POTTSTOWN PA 19464 Annual Reports No Annual Reports Filed Document Images 09/30/2009 -- Foreign Profit View image in1Pt7F,f6rmat' Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List Entity Name Search No Events No Name History Sgtr it Home I Contact us I Document Searches E- Filing Services I Forms Help Copvright and Privacv Policies Copyright © 2007 State of Florida, Department of State. http: / /www. sunbiz.org/ scripts /cordet.exe? action= DETFIL &inq_doc_ number= F09000003 8... 5/11/2010 ASSUMPTION AGREEMENT 16E4 This Assumption Agreement is made and entered into as of j ( , 2010, by and between Susquehanna Commercial Finance, Inc. ( "Susquehanna ") and 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 (1) 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: 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. Notice required under the Agreement to be sent to Contractor shall be directed to: CK1IM17AT "7419 Susquehanna Commercial Finance, Inc. Attention: 1566 Medical Drive, Suite 201 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. 16E4 IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. COLLIER COUNTY: FIN 01MI 9 DWIGHT 4J�R0 - `Clerk Al r fU ler i i:qp �"� :',art �•: , � � '� rcial Finance, Inc. Susquehanna'amme By: . 1. er io ertt Typed Name and Title Date: Appr s to fo d egal sufficiency: By: Sc t R. Teach Deputy County Attorney 2 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Fred W. Coyle, Chairman Date: item # Wg Agenda Date 16E4 COLLIER COUNTY BOARD OF COMMISSIONERS 345 Miron Drive Southlake, TX 76092 800.883.1199 www.governmentcapital.com 16E4 FLORIDA MUNICIPAL LEASE- PURCHASE AGREEMENT THIS FLORIDA MUNICIPAL LEASE- PURCHASE AGREEMENT No 5377 (hereafter referred to as "Agreement") dated as of December 15, 2009, by and between Government Capital Corporation, a Texas Corporation (herein referred to as "Lessor"), and Collier County Board of County Commissioners, a political subdivision or agency of Florida (hereinafter referred to as "Lessee "). 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 B, unless earlier terminated as provided herein. All payments will be made in accordance with Chapter 218, Fbrida Statutes, also known as the "Local Government Prompt Payment Act". 2. Renewal and Non - Appropriation. Lessee agrees that it will take all necessary steps and make timely requests for the appropriation of funds to make all Lease Payments called for under 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, (!!)Lessee has exhausted all legally available means for making payment called for under this Agreement, (111) 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 (vq 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 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 follows: (a) Lessee represents, and will provide an opinion of its counsel to the effect that, It has full power and authority to enter Into this Agreement which has been duly authorized, executed, and delivered by Lessee and is a valid and binding obligation of Lessee enforceable in accordance with its terms, and all requirements for execution, delivery and performance of this Agreement have been, or will be, complied with in a timely manner; (b) All Payments hereunder have been, and 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 fiscal period during the term of this Agreement a sufficient amount to permit Lessee to discharge all of its obligations hereunder, and Lessee has budgeted and available for the current fiscal period sufficient funds to comply with its obligations hereunder; (c) There are no pending or threatened lawsuits or administrative or other proceedings contesting the authority for, authorization of performance of, or expenditure of funds pursuant to, this Agreement; (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. FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT - I 16E4 S. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons only. Lessee shall use the Property only for its proper purposes and will not install, use, operate or maintain the Property Improperly, carelessly, or in violation of any applicable law, ordinance, rule or regulation of any governmental authority, or in a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall keep the property at the location stated on the Certificate of Acceptance executed by Lessee upon delivery 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, if any, required by law for the installation and operation of the Property. Any license plates used on the Property shall be issued in the name of the Lessee. If a certificate of title is issuable with respect to the Property, it shall be delivered to the Lessor showing the interest of the Lessor. 6. Maintenance. Lessor 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 ail 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 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. a. 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 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 Lessor (1) all amounts then owed by Lessee to Lessor under this Agreement, including the Lease Payment due on such date, and (11) 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.electlon 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 expense, 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 shall, for 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 to do business in the State where the Property is located and shall name both Lessor and Lessee as insureds as their respective interest may appear. Insurance proceeds from casualty losses shall be payable solely to the Lessor, subject to the provisions of Section 9. Lessee shall, upon request, deliver to Lessor evidence of the required coverages together with premium receipts, and each insurer shall agree to give Lessor written notice of non - payment of any premium due and ten (10) days notice prior to cancellation or alteration of any such policy. Lessee shall also carry and require any other person or entity working on, in or about the Property to cant' workmen's compensation insurance covering 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, Florlda Statutes it. 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 MUNICIPAL LEASE - PURCHASE AGREEMENT - 2 16E4 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 PROPERTY, ALL OF WHICH ARE HEREBY ASSIGNED TO LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND ASSUMES NO OBLIGATION WITH RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY OR FITNESS OF THE PROPERTY DESCRIBED IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO SPECIFICATION OR PURCHASE ORDER, ITS DESIGN, DELIVERY, INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without in any way excusing Lessee from its obligations under this Agreement, and Lessor shall not be liable to Lessee for any damages on account of such risks. All claims or actions on any warranty so assigned shall be made or prosecuted by Lessee, at its sole expense, upon prior written notice to Lessor. Lessor may, but shall have no obligation whatsoever to, participate in such claim or action on such warranty, at Lessor's expense. Any recovery under such a warranty shall be made payable jointly to Lessee and Lessor. 13. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shall have the option to purchase not less than all of the Property which is then subject to this Agreement, 'as Is" at the payment date, for the Option to Purchase Values set forth In Exhibit B by giving written notice to Lessor not less than 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 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 taw 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, Aorlda Statutes, also known as the 'Local Government Prompt Payment Act" (2) Lessee fails to comply with any other covenant, condition or agreement of Lessee hereunder for a period of the ten (10) days after notice thereof; (3) Any representation or warranty made by Lessee hereunder shall be untrue in any material respect as of the date made; (4) Lessee makes, permits or suffers any unauthorized assignment, transfer or other disposition of this Agreement or any interest herein, or any part of the Property or any Interest therein; or . (5) Lessee becomes insolvent; or admits in writing its inability to pay Its debts as they mature; or applies for, consents to or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part of its property; or, In the absence of such application, consent or acquiescence, a trustee, receiver or custodian is appointed for Lessee or a substantial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement, moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is instituted by or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee or is not dismissed within sixty (60) days. (b) Upon the occurrence of any Event of Default specified herein, Lessor may, at its sole discretion, exercise any or all of the following remedies: (1) .Enforce this Agreement by appropriate action to collect amounts due or to become due hereunder, by acceleration of otherwise, or to cause Lessee to perform its other obligations hereunder In which event Lessee shall be liable for all costs and expenses incurred by Lessor; (2) Take possession of the Property, without demand or notice and without court order or any process of law, and remove and relet the same for Lessee's account, In which event Lessee waives any and all damages resulting therefrom and shall be liable for all costs and expenses incurred by Lessor in connection therewith and the difference, if any, between the amounts to be paid pursuant to Section 1 hereof and the amounts received and to be received by Lessor in connection with any such 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 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 intention to do so, or relet the Property for a term and a rental which may be equal to, greater than or less than the rental and term provided herein. If the proceeds from any •such sale or rental payments received under a new agreemeht- made for the periods prior to the expiration of this Agreement are less than the sum'of (1) the costs of such repossession, sale, relocation, storage, reconditioning, reletting and reinstallation (including but not limited to reasonable attorneys' Fees), (li) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date specified in Exhibit B, and (111) 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 shall be liable for any and all costs and expenses incurred by Lessor in connection therewith. "Costs and expenses," as that term is used in this Section 14, shall mean, to the extent allowed by law: (i) reasonable attorneys' fees if this Agreement is referred for collection to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costs and disbursements Including such costs In the event of any action necessary to secure possession of the Property; and (ifi) 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 exemption laws, except Section 768.28, Florida Statutes FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT- 3 E 4 (6) Under no circumstances shall Lessee be liable under this subsection 14 (b) for any amount in excess of the sum appropriated pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and paid during such previous and current fiscal years from amounts so appropriated. IS. Termination. Unless Lessee has properly exercised its option to purchase pursuant to Section 13 hereof, lessee shallr upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to the terms of this Agreement, deliver the Property to Lessor unencumbered and in at least as good condition and repair as when delivered to 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 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. t6. 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 (i1) 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 shall keep a complete and accurate record of all such assignments in form necessary to comply with 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 Notification of Assignment Letter shall be deemed as approval by the Lessee and that it is the Lessees 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. Ilia. 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 Rlght to Perform for Lessee. If Lessee fails to make any payment or perform or comply with any of Its covenants or obligations hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such covenants and obligations on behalf of Lessee, and the amount of any such payment and the expenses (including but not limited to reasonable attorneys' fees) incurred by Lessor in performing or complying with such covenants and obligations, as the case may be, together with Interest thereon, in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act" shall- be payable by Lessee upon demand. 20. Interest on Default. If Lessee fails to pay any Lease Payment specified in Section 1 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 mail, 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 Disclosure. Specifically and without limitation, Lessee agrees to provide audited financial statements, prepared by a certified public accountant not later than six (6) months after and as of the end of each fiscal year. Periodic financial statements shall Include a combined balance sheet as of the end of each such period, and a combined statement of revenues, expenditures and changes In fund balances, from the beginning of the then fiscal year to the end of such period. These reports must be certified as correct by one of Lessee's authorized agents. If Lessee has subsidiaries, the financial statements required will be provided on a consolidated and consolidation basis. Lessee's confidentiality of financial statements is subject to Chapter 119, Florida Statutes, also known as the "Public Records Law ". FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT - 4 16E4 25. Miscellaneous. (a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the nd shall e Property 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. (c) 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, term inated, 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 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. (1) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and include the masculine or feminine gender whenever and wherever appropriate. (j) The captions set forth herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. (k) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted by this Agreement. i IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of ✓ - in the year 2009. Lesso : Government Ca ital Corporation I h� I r h ��_ 1, ., R Authohzdd Slgnature ` 345 Miron Dr. MCl Horger Southlake, TX 76092 Director of Operations Lessee: Board of C ty Commissioners Collier County, Flgrj Donna Fiala, Chai man 3301 Tamaiml Trail East Naples, Florida 34112 Ad as to for an legal sufficiency: S o . Teac Deputy County Attorney Witness Signatui .� Attest: B+ro' , CIerIC''=' ep t Clerk FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT - 5 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 Naples, Florida 34113 FLORIDA MUNICIPAL LEASE- PURCHASE AGREEMENT - 6 16f4� "i 16E4 EXHIBIT B >> SCHEDULE OF PAYMENTS & OPTION TO PURCHASE PRICE << FLORIDA MUNICIPAL LEASE- PURCHASE AGREEMENT No. 5377, (THE "AGREEMENT ") BY AND BETWEEN LESSOR: Government Capital Corporation and LESSEE: Collier County Board of County Commissioners Dated as of December 15, 2009 * ** *This Schedule is subject to current Market Indexing if Funding occurs 14 days after Proposal Date * * ** Lessee: Board of Cou y Commissioners Attest: Dwight- E.- Broeic, Clerk'.'`" Collier County, FlorJd Donna Fiala, Chai an D y Clerk AUM as to; o • •�R •,� Yti., Approved as to form and legal suffl envy: <� kL Scott R. Teach Deputy County Attorney FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT - 7 (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,$24.13 NIA 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 09115/14 $41,575.74 $1,924.67 $39,651.07 $1.00 * ** *This Schedule is subject to current Market Indexing if Funding occurs 14 days after Proposal Date * * ** Lessee: Board of Cou y Commissioners Attest: Dwight- E.- Broeic, Clerk'.'`" Collier County, FlorJd Donna Fiala, Chai an D y Clerk AUM as to; o • •�R •,� Yti., Approved as to form and legal suffl envy: <� kL Scott R. Teach Deputy County Attorney FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT - 7 16E4 . INCUMBENCY, INSURANCE, AND ESSENTIAL USE CERTIFICATES FLORIDA MUNICIPAL LEASE-PURCHASE B AGREEMENT ETW No. 5377 (iHE °AGREEMENT") LESSOR, Government Capital Corporation and LESSEE, Collier County Board of County Commissioners Dated as of December 15, 2009 iRej t�t,+ltl� oN t1 I, �v{giur.G.— liaocic.(NAME), do hereby certify that I am the duly elected or appointed and actig Deputy Clerk (Keeper of the Records }, of Copier County, a political subdivision 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 officer(s) of such entity holding the office(s) set forth opposite their respective name(s). I further certify that (1) the signatures) set opposite their respective names) and tide(s) are their true and authentic signat'ure(s), and (il) such officers have the authority on behalf of such h entity a enter Into hat certain Municipal Lease - Purchase Agreement dated as of December 15, 2009, between such entity and Government Capital Corporation, Name I! I na Chairman Donna Fiala S W EREOF, I have duly executed this certificate and affixed the seal of suctizentitjr 1ien6o this day of 2009. ti t BY' PFA Dy�igpl-— giyeks pu C �hs� n it ► A' Agreeme. and such coverage Lessee certifies that property and liability Insurance , if app lca e, ve been secur will be maintained in full force for the term of the Agreement. "Lessor or Is Assigns" shouldi6e.di%I4hatea as•I64,:payee'until Lessee is vLO� notlfted, in writing, to substitute a new loss payee. The foilowilnQ in rmation is provided about insaf'aste�r'� INSURANCE COMPANY/AGENTS NAME: S�iG rte`: r 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 ll be used Agreement, the undersigned Lessee for the following purpose- -(PLEASE FILL OUT Government Capital Corporation ("Lessor"), Y PRIMARY USE BELOW) PRIMARY USE: r C. The undersigned hereby represents the use of the Equipment Is essential to Its proper, efficient and economic operation. ��� day of 2009. ` Lessee: Board County Commissioners Attest: Dwight E. Brock, CIA Collier Coun orida Donna Fiala, Chairman i'k;,':Y is `,';�_, . L, •rte" ,((ff''',��,JYJ,`�..g:.�.,4 ,.: . e ty Clerk Molt as to CM Approved as to and le al su en : 51FW 004%4 1 ' Scott R. Teach Deputy County Attorney FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT - 8 IN WITNESS WHEREOF, I have set my hand this / 0 ACORD CORPO RATIO ACORD 25 (2001108) 6 `.. OP IDDU CERTIFICATE OF LIABILITY INSURANCE COLLI_2 12121/09 Acom THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION AND CONFERS NO RIGHTS UPON THE CERTIFICATE Insurance and Rink Management HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND HOLDER. OR services a Inc. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 8950 Fontana Dal Sol way #200 Naplas FL 34109 -4374 INSURERS AFFORDING COVERAGE NAIC S Phone: 239- 649 -1444 Fax: 239- 649 -7933 INSURER& Princeton Excess & Surplus 10786 1MG0lO 23612 IxsuBEH a RTAm A B�u.,.r. e..mLeY r" Collier County Government NBMREac: Risk Mai-agaaent Department 3301 Tamiami Trail East, SID rauRSIO: Naples FL 34112 BuuR1SL e COVERAGES TIE pOWEB OF INSLNMNCE USTEO BELONSHAYS BEERUISEOTO THE MOL"ED NAMED ABODE RON TEPOLMY PERIOD1NO=7=NOTWTMTA"D" ANN REO WAME r' TERM OR COMMON OFAW CONTRACT OR OTHER DOWMENT"RESPECTTOYBBCH THIS C®TOFICATE MAYBE1351ED0R MAY PERTAN THEIN.9uRANOEAF -OROFD BrTEPOLIOIES OESOPoBEO IEREM is DL*JECTTO ALLTIE TERMS, OLCLwI M ANDCONOR10vB OFswH POIIOEB AOOREGATE L,4M sHOAR MAY HAVE BEEN RE"= BY Pm CLANM NIBR 0% POUCYRIIIBlat 10.I IIIFMIM [LATE IIMADOR'T ,DENY LO�T/YN LINKS LTR 7YPEOFHISURILNCC EAT110CGmRE110E i 1,000,000 OERMAM. IJMOJIY 6483Ex0000015D6 10/01/09 10 /01 /10 ETORDMD eoN1RIN PREMBSSM-AL i Included MEOFJ(P{AIA�siRwhen! B 1,000 & % coMMERCIALm ERALLIANTT PERBOIMLAADVI"RY a Included euBaMANE a000M sT: goo,aoA 00®ew . GENERALAOOREGATE S 1,000,000 Ba gm.000 Bs SJBATAI PR00WY3- COAP1oP AO0 3 1,000,000 Gan AGGREGATE LEBTAPPLEB PM PIM Loc X PmN7 JECr COFewED3ENAELBAT 3 1,000,000 AUMMOBLEUANUTY 64A3ZX000001506 10/01/09 10 /01 /10 0 A�'"L A Z Z ANYUrtG ALLOYMEOAUTOA SODRY VARY t"Pe1+RT) a SCHEDULED AUTOB m 5100.000 *= NMwcB ' X H10W ALF= m 3100.000 IO 7eAOf D Y P"URY a ,x W*ta '=AUTOB FIEW/ERTY D WIAW a IPer.evlANF1 " ALRO oNLY- EAACAWW! B EAAOD 3 CAR.AOELIASNFTY B ANYAVIO OTHER T AUTOONLN. ABO EACH $ 1,000,000 ERCESSAMRS" UABUM MADE 64A3FF000001104 10101/09 10/01/10 AGGRHJIQE S 1,000,000 Excess 3 A a occuR CLAM General B DM=TW lJiabili a RETENTIDN 3 IAI: STATLL OTF 7C TORY uLBrs ER VIMMRR COWENSATION AND "`LIA1MJTT 64A38S000001506 10101/09 10 /01 /10 E+ D $ 6D0,000 lJ. 016FJ.BE- tiAEJAeLOYlE 7 600,000 2L AMT PROPMETORRART"SWaECOTTYE ENCwDEm SIR $500,000 El O1BEABE- POIJCYLBBT i 600,000 OWCERMEMBER YT.Aee.BB.Mw NBCIAL pBOVIBMNI Miev OTTER EWCOO8020 10 /D1 /09 10/01/10 work Comp Statutory g Excess Workers E.L. 3 000 000 C nsation SIR $600,000 OE9CRR110N OK OPEppTMN31lOCATOMS t;;j j,"OLU MAM ADDED R'O"ME"WT /W- C— PROYIaIONt Certificate holder is listed as loss. payee with respect to 2010 Horton Modal 5623 Custom /Rescue /Transport Vehicle on a Ford F550 Chassis. included within limits Of liability. As allowed by Self Insured Retention Florida Statute 168.28. CERTIFICATE HOLDER CANCELLATION SHOUAABY OF THE ABOVE nWFJBED POUNES BE CANCIALED BEFOIB:THE E`FRUNNI Gow"l 1D DATE TH I�OF, THE KSUNO NS"M WLt EWEAYORTo MA DAYS YABTid Government Capital Corporation MIME To THE RPMAT£ HOWER NAANW TO THE LEM BINT FARAM 76 no 30 EVIL nocunentation Department Iro"JIOOYIDATHIM OR LMOIUTY OF ANY RIND IRON THE INSORM mAGENTS TAN 345 Miron Drive " RT2RESENTAMEI Southlake TX 76092 0 ACORD CORPO RATIO ACORD 25 (2001108) 16E4 IMPORTANT If the certificate holder is an ADDMONAL INSURED, the poticy(les) must be endorsed. A statement on this certificate does not confer rights to the certtfcate holder in lieu of such endorsement(s). if SUBROGATION 1S WAIVED, subject to the terms and conditions of the 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). DRSCLAIMER The Certificate of insurance on the reverse side of this form does not constitute a contract between the issuing Insurer(s), authorized representative or producer, and the certificate holder, nor does It affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) CERTIFICATE OF ACCEPTANCE FLORIDA MUNICIPAL LEASE- PURCHASE AGREEMENT No. 5377 (THE "AGREEMENT ") BY AND BETWEEN Lessor, Government Capital Corporation and Lessee Collier County Board of County Commiss[onem 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, (11) has been thoroughly examined and inspected to the complete satisfaction of Lessee, [u had been found Lessee to be in good operating order, repair and condition, (iv) has been found to be of the size, design, quality, type and manufacture specified by Lessee, (v) has been found to be and is wholly suitable for Lessee's purposes, and (vi) is hereby unconditionally accepted by Lessee, In the condition received, for all purposes of this Agreement. ACCEPTED on this the day of 2009 ( *)• Lessee: Board of County Commissioners Attest: Dwight E. Brock, Clerk Collier County, Florida Donna Fiala, Chairman Deputy Clerk Approved as to form and legal sufficiency: Scott R. Teach Deputy County Attorney ( *) AGCEpTANCE'MIIST Blr-5 NED`0ft. F 11jQ ESCROWAGREEMENTIS INCLUDED 2. PROPERTY: 2010 Horton Model F623 Custom/Rescue/Transport Vehicle on a Ford F550 Chassis, SEE ATTACHED EXHIBIT A. 3. USE: The primary use of the Property is as follows -- (PLEASE FILL OUT PRIMARY USE BELOW) PRIMARY USE: 4. PROPERTY LOCATION: 8075 Lely Cultural Parkway Naples, Florida 34113 5. INVOICING: Invoices shall be sent to the following address, including to whose attention invoices should be directed: Collier County Board of County Commissioners Attention: Artie Bay 3301 Tamaiml Trail East Naples, Florida 34112 artlebay@colliergov.net 6. INSURANCE: Lessee certifies that property and liability Insurance have been secured in accordance with the Agreement and such coverage will be maintained in force for the term of the Agreement. Lessor will be designated as loss payee until Lessee Is notified, In writing, to substitute a new loss payee. „_Company Insured Election to self- insure (in accordance with Section 10 of the Agreement). 7. MAINTENANCE: In accordance with Section 6 of the Agreement, Lessee agrees to, at its own expense, service, repair and maintain the Property for the term of the Agreement as follows: Maintenance Contract _ X Election to self - maintain FLORIDA MUNICIPAL LEASE- PURCHASE AGREEMENT - 9 16� E4 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 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 County Commissioners is designated by the as a "qualified tax exempt obligation" for the purposes of Section 265 (b) (3) of the Internal Revenue Code of 1986, as amended. Section 3. That the Collier County Board of County Commissioners designates Donna Fiala, Chairman, as an authorized signer of the Lease Purchase Agreement dated as of December 15, 2009 by and between the Collier County Board of County Commissioners and Government Capital Corporation. PASSED AND APPROVED by the Collier County Board of County Commissioners In a meeting held on the 15*1% day off►, Q f ar: 2009. Lessee: Board of County Commissioners Collier County %�arida Donna Fiala, Chairman Approved as to form and legal sufficiency: Scott each Deputy County Attorney t�n�enn�okn Attest: -r.�ht-&-Brork, Clerk,...,. , Depu ;r _ v1pNet" off, evow �49"w of cowls I HEREBY CERTIFY ,i IlT�Ebi�, � Yia :orrect caoy at a; office of the County Attorney Jeffrey A. Klatzkow Deputy County. Attomey • Scott R. Teach Section Chiefs • Heidi F. Ashton- Cicko' Jacqueline W. Hubbard' reoardcemfied city. Comf mid Local GaWWe .Law Assistant County Attorneys • 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 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: 1. 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 103(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, Scott R. Teach Deputy County Attorney 3301 East Tamiami Trail - Naples Florida 34112 -4902 • (239) 252 -8400 - FAX: (239) 252 -6300 16E4 DEMOGRAPHIC INFORMATION PLEASE COMPLETE THIS PAGE IN FULL Name and Address COLLIER COUNTY 3301 Tam mi Trail East Naples, Florida 34112 County: Collier Federal ID Number 59- 6000558 Total Net Assessed Valuation Tax Levy Rate 1.5645 Max Levy Rate Allowable s. 2006 $ 614 14gf ja Z2_ 2007 1-7, R �?„, IQ - 2008 Top Ten Area Taxpayers Assessed Amounts 1. fffir dA $ 7 -4 7,7112- 2. 14 # & 141 efosf I- L c 3. r Af .. •, . t 6. tt%�s k (at A S. Wad lZ(dr:i 5{'-ex Z�.sf Le $ I,LL6, 30, ?7Z -- $ 1, 3�sTz $ 2-Y7,62,5- $ ?7h, r 73 $ 10. Lein LFWA 6ee_frir c�,+,11,G $ Population 2006 330 25$ Population 2007 33`7 13 c( Population 2008 3q 3, ?qq FLORIDA MUNICIPAL LEASE - PURCHASE AGREEMENT 16 E4 Finn 8038 -� l Information Return for Tax - Exempt Governmental Obligations I 1* Under Internal Revenue Code section 149(e) OMB No. 15 +5 0720 (Rev. November 2000) ► See separate Instructions. DaparCnent of the TreasUry Caution: If the issue price is under $700,000, use Form 8038 -GC. lntenrd Revenue Service Return, check here Re ortin Authority If Amended 10, ❑ 2 issuer's employer idendfication number 1 Issuer's name Collier County Board of County Commissioners 59' 8000558 3 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number 336 a1 Tmalml Trail East 3 -01 Date o 5 City, town, or post office, state, and ZIP code 6 f is e Wsnlnc M 3d112 7 Name of issue Agreement No. 5377 0E�- 15 -1�v1D 8 CUSIP number NA 9 Name and title of officer or legal representative whom the IRS may call for more information 10 ielephme X252 3740 iega represenraave Donna Fiala, Board Chairman • Type of Issue (check a pplicable box(es) and enter the issue rice) See instructions and attach schedule 11 11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . 13 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . 14 14 ❑ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . 1s 15 ❑ Environment (including sewage bonds) . . . . . . . . . . . . . . . . . 16 16 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 17 ❑ Utilities . . . . l , i . ' . • . . • . 18 $ 182,751.00 18 Other. Describe ► D1 t'" " 19 If obligations are TANS or R Ns, check box ► ❑ If obligations are BANS, check box ` El 20 If obligations are in the form of a lease or installment sale, check box . . . . . . .._ _r — .►......,ti— i« .n fnr twhir-h this fnrm is heinci Fled. • mm uescrl tlon Oi 00111 at1OnS. t,unr IGIt: rv. rr.c —in ,-+-- — •-•.• - _..._ - -- - - - - NA (a) FkW maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (a) yield 21 09-15-14 $ 182,751.00 $ NA 5 years _. g'o OEM Uses of Proceeds of rsona Issue kinciyu ing U1 MMrvt.Lo.� 22 NA 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . • 23 NA 23 issue price of entire issue (enter amount from line 21, column (b)) . • • . . . NA 24 Proceeds used for bond issuance costs (including underwriters' discount) NA 25 Proceeds used for credit enhancement . . . . . . . • • • • 225 5 NA 26 Proceeds allocated to reasonably required reserve or replacement fund . . NA 27 Proceeds used to currently refund prior issues . . . . . . . • 27 28 NA 28 Proceeds used to advance refund prior issues . . . . . . . . . 29 NA 29 30 Total (add lines 24 through 2B) . . . . . . . . . . . . . . . . . . . . . Nonrefundin proceeds of the issue subtract line 29 From line 23 and enter amount here). . . . . 30 NA • Descri tion of Refunded Bonds (Complete this art only for refunding bonds. 31. Enter the remaining weighted average maturity of the bonds to be currently refunded . . NA years . NA 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . years . ` NA 33 Enter the last date on which the refunded bonds will be called _ . . . . . . . . . NA 34 Enter the date s) the refunded bonds were issued ► - ---- - - - - -- - 3g NA 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) NA 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a b Enter the final maturity date of the guaranteed Investment contract ► 37a NA 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units b If this issue is a loan made from the proceeds of another tax - exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(I10 (small issuer exception), check box . . . ; Q 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . 0- El If the issuer has identified a heel e, check box . . . . . . . . . . Under penalties of perjury. eclare that i have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are w ect, and complete. 9 Here c�'r'= r'; I'.- Donna Fiala, Board Chairman tiara — Tvoe or print name and We For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 637735 Form 8038 -G (Rev. 11 -2000) 0 z6f4, Keith Miller - Gov't Capital Subject: FW: Response to RLS 09 -PRC -01422 / 10 -5398 Collier County Lease Purchase Agreement From: TeachScott [ maiito :ScottTeach @colliergov.net] Sent: Tuesday, January 12, 2010 11:45 AM To: Keith Miller - Gov't Capital; DeLeonbiana 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 Chapter 116 View Entire PUBLIC OFFICERS, EMPLOYEES, AND POWERS AND DUTIES OF Chapter RECORDS OFFICERS 116.34 Facsimile signatures. -- (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 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. 1 (b ) Any instrument of payment. 16E4 (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 z 16E FLORIDA DEPARTMENT 0 STATE CHARLIE CRIST STATE LIBRARY AND ARCHIM OF FLORIDA KURT S. BROWNING Governor Secretary of State January 26, 2009 W. Sue Filson Executive Manager Board of Collier County Commissioners 33.01. East.Tamiami Trail Naples, Florida 341124977 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 Commissioners of Collier County, Florida. This information was placed on file in this office on January 15, 2009. If we may of further assistance, please feel free to contact this office at (850)245 -6270. Sincerely, tJ VW� Liz Cloud Program Administrator lJQjru DIRECTOR'S OFFICE ILA. Gray Bw7diag • 500 South Bronough Sheet . TmEahassee. Florida 32399 -0250 . 850.245.6600. FAX 850.245.6735 • TM 650.922.4095 . httpJ /dHL4outate.tLa* CONDAUNMY DEVELOPbIEW STATE LIBRARY OF FLORIDA STATE ARCHIVES OF FLORIDA 850245.6600 . FAX 850.245.6643 850.245.6600 • FAX 850245.6144 850145.6700 . FAX: 850.48 AR% LEGISLATIVE LIBRARY SERVICE RECORDS MAXAG &NT SERVICES ADMDOTRATIVE CODE AND WEEKLY 850,488.2812 • FAX: 850.4989879 850.245.6750 . FAX: 850245.6795 850.245.6270 • FAX 850.245.6292 Donna Fiala District 1 Frank Halas District 2 Tom Henning. District 3 l=ied W. Coyle District 4 Jim Coletta District 5 16-E 3301 East Tamlaml Trait • Naples, Florida 34112 - 4977 (239) 252 -8097 • Fax (239) 252-3602 January 13, 2009 �v Department of State Administrative Code R. A Gray - Building 4101 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: Fursaant to Section 116.34, Florida Statutes,•enclosed for filing with the Depattiiient of State is the original Affidavit of Donna Fiala, Chairman of the Board of County ComniMoners of Collier County, Florida. Please acknowledge by return mail that the enclosed affidavit has been filed with the Department of State. - lfyou have any questions regarding the enclosed, please contact my office at (239) 252 -8606. Very ours, Sue Filson, Executive Manager Board of County Commissioners SF Enclosure 16E4 E : AFFIDAVIT STATE OF FLORIDA COUNTY OF COLLIER Before me this day personally appeared Donna Fiala, Chairman of the Board of County Commissioners of Collier County, Florida, who, being first duly sworn and under oath, deposes and says: rX/ I. That my manual signature is d r ' 2. 'That the following facsimil 'goature (stamped) is my true and correct facsimile signature- f 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 Donna F' Chairman Board of County Commissioners Collier County, Florida. The foregoing Affidavit was acknowledged bdore me this 13 day of January 2009 by Donna Fiala, CHAIRMAN OF TF�BQARDOECOUN`I'Y COAMSSIONERS OF COLLIER COUNTY, FLORIDA, who is personally known to me and did not produce any identification. CAROLYN SUE MOM aOpNtlED na7W4+n Q moped zs, aIz W1. P61 r. My commission expires: 1:6 T i Board of Collier County Commissioners Donna Fiala Frank Halas Tom Henning Fred W. Coyle Jim Coletta District 1 District 2 District 3 District 4. 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 of State 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 of fice at (239) 252 -8606. SF Enclosure Very truly yo Sue Filson, Executive Manager Board of County Commissioners W. Harmon Tuner Building • 3301 EastTamiami Trall •Naples, FioOda 34112.239- 252 -8097 • FAX 239- 252 -3602 AFFIDAVIT 16E4 STATE OF FLORIDA COUNTY OF COLLIER Before me this day personally appeared Fred W. Coyle, Chairman 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 2. That. the following facsimile signature (stamped) is my tru d correct facsimile signature. 3. That pursuant to Section 116.34, Florida Statutes,, ny 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. Gil 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, CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF. COLLIER COUNTY, FLORIDA, who is personally known to me and did not produce any ideas ' ation. stamped My commission expires: crwam suE r-u.saFt . MrcOWPS M # DD7WW EMRM. W 28, M2 Mv Wq PLhk