HomeMy Public PortalAboutGoverment Capital Corp- Municipal Lease PurchaseMUNICIPAL LEASE -PURCHASE AGREEMENT
THIS MUNICIPAL LEASE -PURCHASE AGREEMENT mw.7187 (hereafter referred to as "Agreement") dated as of
December 1, 2015, by and between Government Capital Corporation, a Texas corporation (herein referred to as
^Lessor")'and City mf Crestview, a political subdivision or agency of the State of Florida (hereinafter referred to as "Lessee").
vvrrmssssTH' In consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree
as follows:
1Term and Payments. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the property
described in Exhibit A hereto (hereinafter, with all software, 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") from any and all legally available funds 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.
2. Renewal and Non -Appropriation. Lessee is obligated only to pay such Lease Payments as may lawfully
be made from funds actually budgeted and appropriated for that purpose. Should Lessee fall to budget, appropriate or
otherwise make available funds to pay Lease Payments on the Lease Payment Dates for the forthcoming fiscal period of the
Lessee (a "Non -Appropriation"), this Agreement shall be deemed terminated at the end of the then current fiscal period.
Lessee agrees to deliver notice to Lessor of such termination at least 60 days prior to the end of the current fiscal period. In
the event of a Non -Appropriation, Lessee agrees to voluntarily return the Property to Lessor and no further Lease Payments
shall be due from the Lessee. Lessor shall use its best efforts to sell such Property, or so much thereof as may be lawfully sold,
in a commercially reasonable manner at public or private sale and apply the proceeds of such sale to pay the following items in
the following order: (I) all costs and expenses of receiving possession of such Property and completing the sale thereof, (ii) the
applicable Lease Payment amounts due hereunder for the fiscal period for which a Non -Appropriation has occurred, and (III)
the balance of any Lease Payments owed by Lessee hereunder for which a Non -Appropriation has occurred during the fiscal
period of Lessee then in effect. Lessor and Lessee acknowledge and agree that a substantial portion of the Property consists of
licensed software which cannot be sublicensed, assigned, or resold. Any sale proceeds remaining after the requirements of
clauses (1), (if), and (III) have been met shall be for the account of Lessee and shall be remitted to Lessee. In the event that
Lessee fails or refuses to return the Property voluntarily as set forth above, Lessor acknowledges that no right in Lessor arises
hereunder to involuntarily dispossess Lessee of possession of all or any item of Property. In lieu of such right, Lessor shall be
entitled to receive from Lessee, and Lessee agrees to pay to Lessor, immediately, but only from Lessee's legally available and
appropriated revenues from sources other than ad valorem or other general taxes, the Option to Purchase amount applicable
to the immediately preceding Lease Payment due date, as set forth on Exhibit B, plus the interest component of any Lease
Payments accrued and unpaid as of the date of such payment. Non -Appropriation shall not constitute a default hereunder.
3. Taxes. In addition to the Lease Payments to be made pursuant to Section 1 hereof, Lessee agrees 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,
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, except to the extent limited by State and Federal laws
affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the
enforcement of creditor's rights, and all requirements for execution, delivery and performance of this Agreement have been, or
will be, complied with in a timely manner;
(b) Subject to Section 2, 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;
(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;
(w) 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;
(f) There are no circumstances presently affecting the Lessee that could reasonably be expected toafter its
foreseeable need for the Property or adversely affect its ability or willingness to budget funds for the payment nfsums due
hereunder;
(g) Lessee's right to terminate this Agreement as specified in Section Z 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 of Florida; and
GOVEMiKENi"PITAL
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 1
(h) To the best of Lessee's knowledge, 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. To the best of Lessee's knowledge,
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.
(i) Lessee will pay the Lease Payment Due by check, wire transfer, or ACH only.
5. 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) If applicable, Lessee may, at its own expense, install or place in or on, or attach or affix to, the Property
such equipment or accessories as may be necessary or convenient to use the Property for its intended purposes provided that
such equipment or accessories do not impair the value or utility of the Property. All such equipment and accessories shall be
removed by Lessee upon termination of this Agreement, provided that any resulting damage shall be repaired at Lessee's
expense. Any such equipment or accessories not removed shall become the property of Lessor.
(b) Without the written consent of Lessor, Lessee shall not make any other alterations, modifications or
improvements to the Property except as required or permitted hereunder. Any other alterations, modifications or
improvements to the Property shall immediately become part of the Property, subject to the provisions hereof. Without the
prior written consent of Lessor, Lessee shall not affix or attach any of the Property to any real property. The Property shall
remain personal property regardless of whether it becomes affixed or attached to real property or permanently rests upon any
real property or any improvement thereon.
8. Liens. Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, security
interest, pledge, lien, charge, encumbrance or claim on or with respect to the Property, title thereto or any interest therein,
except the respective rights of Lessor and Lessee hereunder.
9. Damage to or destruction of Property. Lessee shall bear the entire risk of loss, damage, theft or
destruction of the Property from any and every cause whatsoever, and no loss, damage, destruction or other event shall
release Lessee from the obligation to pay the full amount of the rental payments or from any other obligation under this
Agreement. In the event of damage to any item of the Property, Lessee will immediately place the same in good repair, with
the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Property is
lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of Lessor, will either (a) replace the same with like
property in good repair or (b) on the next Lease Payment Date, pay Lessor (i) all amounts then owed by Lessee to Lessor
under this Agreement, including the Lease Payment due on such date, and (ii) an amount equal to the applicable Option to
Purchase Value set forth in Exhibit B.
10. Insurance. Lessee shall either be self -insured with regard to the Property or shall purchase and maintain
insurance with regard to the Property. Lessee shall indicate on each Certificate of Acceptance executed in relation to this
Agreement its election to be self -insured or company insured with regard to the Property listed on that 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 carry 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.
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 2
11' Lessee Negligence. Lessee assumes all ,mus and liabilities, whether n,not covered by insurance, for loss
mrdamage m the Property and for injury to or death of any person or damage to any property, whether such injury or death
be with respect to agents or employees of Lessee o, of third parties, and whether such property damage be to Lessee's
property or the property of others, which is proximately caused by the negligent conduct of Lessee, its officers, employees and
agents. Lessee hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses,
damages' penalties, claims, actions, costs and expenses (including reasonable attnrney'sfees) u[whatsoever kind and nature,
imposed on, incurred by or asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding based in
whole or in part upon the negligent conduct n[Lessee, its officers, employees and agents, to the maximum extent permitted
by law.
12' No Warranty. EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO
THE PROPERTY MADE OR ENTERED INTO BY THE MANUFACTURERS DR 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 Or
THE PROPERTY DESCRIBED IN EXHIBIT FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO
SPECIFICATION OxPURCHASE 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 awarranty
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
(bO) days prior tnthe date specified in Exhibit 8 for the exercise ofsuch 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, uL|e and interest in and to the Property, free of any lien,
encumbrance or security interest except such liens, encumbrances orsecurity 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 quitclaim hi|| of sale transferring Lessor's |nusns, in the Property to Lessee free from any lien, encumbrance or
security interest except such as may becreated, 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
quitclaim bill of sale covering the Property, this Agreement shall terminate except as to obligations o, liabilities accruing
hereunder prior tosuch termination.
14. Default and Lessor's Remedies.
(m) 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:
(1) Subject to Section 2, Lessee fails to make any payment hereunder when due or within ten (10)
days thereafter;
(2) Lessee falls to oonnn|v with any other covenant, condition v,agreement ovLessee hereunder
fora period ofthe ten (10) days after notice thereof;
(3) Any representation orwarranty made by Lessee hereunder shall be untrue in any material
respect asorthe date made;
(4) Lessee makes, permits or suffers any unauthorized assignment, transfer o,other disposition of
this Agreement or any interest herein, or any part of the Property or any interest therein; o,
(s) 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 ofsuch application, consent nracquiescence, a trustee, receiver nrcustodian is appointed
for Lessee ora substantial part u[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 bvoragainst Lessee and, if instituted against Lessee' is consented 000racquiesced in by Lessee pris
not dismissed within sixty (6O)days.
(b) Upon the mzunanoe of any Event of Default specified herein, Lessor may, at its sole discretion,
exercise any n,all o[the following remedies:
(1) Enforce this Agreement by appropriate action to collect amounts due o, to become due
hereunder, by aoe|en,bpn 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) Lessor may request by written notice to Lessee that Lessee nmmvUv deliver the Property to
Lessor. In the event that Lessee agrees to deliver any Property to u,s,vr' Lessee hereby agrees to deliver possession of such
Property to Lessor in accordance with Lessor's instructions. There is no intention to create under any provision of this
Agreement a right in Lessor to dispossess Lessee involuntarily of the use of any Property. Lessor hereby irrevocably waives
any right to specific performance of Lessee's covenant m return possession of any Property to Lessor. If Lessor terminates
this Agreement and receives possession of the Property, Lessor shall use its best efforts to sell such Property, o, so much
thereof as may be |awrv||v sold, in a commercially reasonable manner at public o, private sale and apply the proceeds of such
sale to pay the following items in the following order: (|) all costs and expenses of receiving possession of such Property and
completing the sale thereof, (n) the applicable Lease Payment amounts due hereunder for which an Event of Default has
occurred and is then continuing, and (i|i) the balance ufany Lease Payments owed by Lessee hereunder for which an Event of
Default has occurred and Is then continuing during the fiscal period of Lessee then in effect. Lessor and Lessee acknowledge
and agree that a substantial portion of the Property consists of licensed software which cannot be svb|icenved' assigned o, re-
sold, Any sale proceeds remaining after the requirements of clauses (|)' (ii), and (m) have been nne, shall be for the account of
Lessee and shall be remitted to Lessee. If the proceeds of the sale of such Property is not sufficient to pay the balance of any
mumzcIpAL LEASE -PURCHASE AGREEMENT (taxab|e)-PAGE s
Leese Payments owed by Lessee hereunder during the fiscal period of Lessee then in effect, Lessor may pursue such other
remedies as are available at law or in equity to collect the balance of such Lease Payments from Lessee's legally available
funds. Lessor may sell such Property without giving any warranties as to such Property and may disclaim any warranties of the
tide, possession, quiet enjoyment, o, the like. This procedure will not be considered to adversely affect the commercial
reasonableness of any sale of such Property. In the event that Lessee dues not return ,he Property to Lessor, Lessor may
proceed by appropriate court action or actions, either at law or in equity to recover damages in an amount equal to the portion
of Lease Payments thereafter coming due that is attributable to the number ofdays after the termination during which the
Lessee fails to deliver possession of the Property and for any other loss suffered by Lessor as a result of Lessee's failure to
deliver possession as required.
(3) Terminate this Agreement and request the prompt discontinued use of 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) Pursue and exercise any other remedy available atlaw o,inequity, 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: (g 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; (H) court costs and
disbursements Including such costs in the event ofany act/on necessary to secure possession of the Property; and (iii) actual
and reasonable out-mf-ket expenses incurred in connectionwith any repossessionforeclosure, 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.
(5) 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 shall, 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 redelivers the Property to Lessor or Lessor repossesses the Property. Lessee hereby
waives any right which it now has or which might be acquired or conferred upon it by any law or order of any court or other
governmental authority to terminate this Agreement or its obligations hereunder, except in accordance with the express
provisions hereof.
16. Assignment. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge,
hypothecate, grant any security interest in or otherwise dispose of this Agreement or the Property or any interest in this
Agreement or the Property; or (g sublet urlend the Property or permit it to be used by anyone other than Lessee or Lessee's
employees. Lessor may assign its rights, bUo and interest in and to this Agreement, the Property and any other documents
executed with respect to this Agreement and/or grant or assign o 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 o, 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. 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, d or existing, from time tutime promulgated thereunder.
17' Personal Property. The Property is and shall at all times be and remain personal property.
18. Title. Lessor shall have title to the Property during the term o[this Agreement. Upon payment o[all mums
due hereunder to Lessor, Lessor shall convey title to the Property to Lessee.
19. Lessor's Right to pmrfmr,n for Lessee. If Lessee fails to make any payment or perform o, comply with
any o[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, asthe case may be, together with interest thereon at the highest lawful ,ate, shall be payable by Lessee upon
demand.
20' Interest on Default. If Lessee falls to pay any Lease Payment specified in section 1 hereof within ten (10)
days after the due date thereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at
the highest lawful rate.
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 begiven bycertified orregistered mail, and shall be deemed tohave 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 attheir respective addresses designated on the signature page of this
Agreement uratsuch other address aseither party may hereafter designate.
22. Section Deleted.
23. Section Deleted.
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 4
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 statement 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 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.
25. Miscellaneous.
(a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and
shall give the Lessor immediate notice of any attachment or other judicial process affecting the Property, and indemnify and
save Lessor harmless from any loss or damage caused thereby. Lessor may, for the purpose of inspection at all reasonable
times enter upon any job, building or place where the Property and the books and records of the Lessee with respect thereto
are located.
(b) Sub -Section Deleted.
(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, terminated, amended, altered or changed in any respect except by a written document signed by both Lessor and
Lessee.
(f) Any term or provision of this Agreement found to be prohibited by law or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without, to the extent reasonably possible, invalidating the
remainder of this Agreement.
(g) The Lessor hereunder shall have the right at any time or times, by notice to Lessee, to designate or
appoint any person or entity to act as agent or trustee for Lessor for any purposes hereunder.
(h) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any
change occurring in or to the Property, of a change in Lessee's address, or in any fact or circumstance warranted or
represented by Lessee to Lessor, or if any Event of Default occurs.
(i) Use of the neuter gender herein is for purposes of convenience only and shall be deemed to mean and
include the masculine or feminine gender whenever and wherever appropriate.
(j) The captions set forth herein are for convenience of reference only and shall not define or limit any of
the terms or provisions hereof.
(k) Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, where
permitted by this Agreement.
[Signature page follows]
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 5
rt)
IN WITNESS WHEREOF, the parties have xecuted this Agreement as of the q day of 07riin the year
2015.
Lessor: Government Capital
Authorized Si
345 Miron Drive
Southlake, TX 76092
Lessee: City of Crestview
Cy/4A,
David Cadle, Mayor
198 North Wilson St.
Crestview, FL 32526
Witness Signature:
Print Name: E 2ry.), cat
Print Title: - ;fat
Attest Signature.
Print Name: Elizabeth Roy
Print Title: City Clerk
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 6
QTY
EXHIBIT A
DESCRIPTION OF PROPERTY
MUNICIPAL LEASE -PURCHASE AGREEMENT No.7187 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Crestview
Dated as of December 1, 2015
DESCRIPTION
Qty
1
1
1
2
1
2
1
1
7
Qty
1
1
1
1
2
1
1
Qty
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Part Number
CAD-Tl
CAD-MAP-T1
CAD-MAPD-T1
MCT-AVL-CAD-Tl
CAD-E911-T1
MCT-MIS-Tl
CAD-PG-Tl
CAD-INT-PG-Tb
CAD-MRM-T1
Part Number
CAD-PROJ-MGNT
CAD-INST
CAD-IMPL
CAD-M NT-TRN
CAD-USR-TRN
CAD-MAP-IMPL
CAD -PROF -ADD
Public Safety Computer System
Computer Aided Dispatch
Product Description
BASE COMPUTER AIDED DISPATCH SYSTEM-POP.TIER-1
FIRST CAD MAP DISPLAY AND MAP MAINTENANCE SOFTWARE
LICENSE-POP.TIER 1
ADDITIONAL CAD MAP DISPLAY LICENSE-POP.TIER 1
CAD CLIENT AVL LICENSE
E911 INTERFACE MODULE-POP.TIER1
LAN CLIENT LICENSE FOR MESSAGE SWITCH
ALPHA NUMERIC PAGING MODULE-POP.TIER 1
CAD INTERFACE TO PAGEGATE
CAD RESOURCE MONITOR DISPLAY LICENSE WITH MAPS -POP TIER 1
CAD Implementation Services
Product Description
CAD PROJECT MANAGEMENT
BASE CAD SOFTWARE INSTALLATION
BASE CAD SOFTWARE IMPLEMENTATION
CAD MAINTENANCE TRAINING
CAD USER TRAINING
MAPPING IMPLEMENTATION
ADDITIONAL PROFESSIONAL SERVICES
Records Management System
Part Number
RMS-BASE-T4
RMS-ACCIDENT-Tl
RMS-WIZ-BASE-T1
RMS-ASSET-Tl
RMS-CA-T1
RMS-MAP-T4
RMS-CAPLUS-Tl
RMS-CFS-Tl
RMS-CANINE-Tl
RMS-FLMAINT-T1
RMS-GANG-Tl
RMS-INTELLIGENCE-Tl
RMS-INV-LEADS
RMS-LINK-Tl
RMS-NTF-T4
RMS-P&E-T1
RMS-BAR HOST-Tl
RMS-BAR-CLIENT-Tl
RMS-PSD-T1
RMS-RPRF-Tl
Product Description
BASE RECORDS MANAGEMENT SYSTEM - 20 WORKSTATIONS
BASIC ACCIDENT MODULE - 5 WORKSTATIONS
ACCIDENT WIZARD BASE SERVER LICENSE - 5 WORKSTATIONS
ASSET MANAGEMENT MODULE - 5 WORKSTATIONS
CRIME ANALYSIS MODULE - 5 WORKSTATIONS
RMS MAP DISPLAY AND PIN MAPPING LICENSE - 20 WORKSTATIONS
CRIME ANALYSIS PLUS.NET MODULE - 5 WORKSTATIONS
CALLS FOR SERVICE MODULE - 5 WORKSTATIONS
CANINE TRACKING MODULE - 5 WORKSTATIONS
FLEET MAINTENANCE MODULE - 5 WORKSTATIONS
GANG TRACKING MODULE - 5 WORKSTATIONS
INTELLIGENCE MODULE - 5 WORKSTATIONS
INVESTIGATIVE LEADS MODULE
LINK ANALYSIS MODULE
NOTIFICATION MODULE- 20 WORKSTATIONS
PROPERTY AND EVIDENCE MODULE - 5 WORKSTATIONS
BAR CODING SERVER LICENSE - 5 WORKSTATIONS
BAR CODING HAND-HELD CLIENT LICENSE - EACH WORKSTATION
PROFESSIONAL STANDARDS (INTERNAL AFFAIRS) MODULE
TRAFFIC STOPS (RACIAL PROFILING) MODULE - 5 WORKSTATIONS
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) — PAGE 7
QTY
EXHIBIT A (Continued)
DESCRIPTION OF PROPERTY
MUNICIPAL LEASE -PURCHASE AGREEMENT No.7187 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Crestview
Dated as of December 1, 2015
DESCRIPTION
1 RMS-RSW-Tl
1 RMS-TRAIN-Tl
1 RMS-P2P
10 MCT-MIS-Tl
1 RMS-PROJ-MGNT
1 RMS-INST
1 RMS-IMPL
1 RMS-MNT-TRN
1 RMS-USR-TRN
1 RMS-DEr-TRN
1 RMS-OVR-TRN
1 RMS-ADD-TRN
1 RMS-PROF-ADD
Qty
1
1
1
1
Part Number
CAD-DATACONV
RMS-DATACONV
RMS-PROJ-MGNT
RMS-PROF-ADD-IMPL
Qty Part Number
1 MCT-SWI-T7
1 MCT-BMS-T7
1 MCT-MFR-REV-T7
1 MCT-AVL-HOST-T7
35 MCT-CLIENT-T7
35 MCT-MAP-T7
35 MCT-AVL-CLIENT-T7
35 MCT-M FR-OFF-T7
35 MCT-M FR-ACC-T7
35 RMS-WIZ-CLIENT-T7
35 MCT-MFR-ARREST-17
35 MCT-MFR-AFF-T7
35 MCT-MFR CITATION-T7
2 MCT-MFR-CANINE-T7
35 MCT-MFR-FLMAINT-T1-1
35 MCT-MFR-INVLEAD
35 MCT-MFR-RACEPROF-T7
5 MCT-MFR-MBLN-CLIEN
Qty
1
1
1
Part Number
CAD-TE
RMS-TE
MCT-TE
RESEDENTIAL SECURITY WATCH MODULE - 5 WORK STATIONS
TRAINING MODULE - 5 WORKSTATIONS
POLICE TO POLICE INTERNET DATA SHARING
LAN CLIENT LICENSE FOR MESSAGE SWITCH
PROJECT MANAGEMENT FOR RMS
BASE RMS SOFTWARE INSTALLATION CHARGES
BASE RMS SOFTWARE IMPLEMENTATION CHARGES
RMS MAINTENANCE TRAINING
RMS USER TRAINING
RMS TRAINING FOR INVESTIGATORS
RECORDS MANAGEMENT SYSTEM OVERVIEW TRAINING
RMS ADD -ON MODULE USER TRAINING
ADDITIONAL PROFESSIONAL SERVICES
RMS Conversion Services
Product Description
CAD DATA CONVERSION
RMS DATA CONVERSION
PROJECT MANAGEMENT FOR RMS
ADDITIONAL IMPLEMENTATION PROFESSIONAL SERVICES
Mobile Computing
Product Description
MESSAGING SOFTWARE
BASE MOBILE SERVER SOFTWARE UP TO 40 WORKSTATIONS
REVIEW MODULE FOR FIELD REPORTING UP TO 40 WORKSTATIONS
AVL SERVER HOST LICENSE
MCT CLIENT - DIGITAL DISPATCH
MCT CLIENT - MAPS
MCT CLIENT - AVL
MFR CLIENT - BASE INCIDENT/OFFENSE
MFR CLIENT - ACCIDENT REPORTING
ACCIDENT WIZARD WORKSTATION LICENSE
MFR CLIENT - ARREST
MFR CLIENT - ARREST AFFADAVIT
MFR CLIENT - CITATION
MFR CLIENT - CANINE
FLEET MAINTENANCE
MFR INVESTIGATIVE LEADS
MFR CLIENT - RACIAL PROFILING
MFR CLIENT - MOBLAN VERSION
MCT Implementation Services
Product Description
TRAVEL & LIVING EXPENSES FOR CAD SERVICES
TRAVEL & LIVING EXPENSES FOR RMS IMPLEMENTATION SVCS
TRAVEL & LIVING EXPENSES FOR MCT IMPLEMENTATION SVCS
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 8
EXHIBIT A (Continued)
DESCRIPTION OF PROPERTY
MUNICIPAL LEASE -PURCHASE AGREEMENT No.7187 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Crestview
Dated as of December 1, 2015
QTY DESCRIPTION
Virtual
Virtual Host Server HWR-SERV-VM-R
Dell Power Edge R730xd - (2) Intel Xeon E5-2630 v3 2.4GHz, 20M Cache, 8.00GT/s QPI, Turbo,
HT,8C, 16T includes: (85W) Max Mem 1866MHz, 64GB Memory, PERC H730 Integrated RAID
Controller-2GB Cache, (16) 300GB 15K RPM SAS 6Gbps 2.5in Hot -plug Hard Drive, Broadcom
5720 QP 1Gb Network Daughter Card, Broadcom 5719 QP 1Gb Network Interface Card, Dual
Hot -Plug Redundant Power Supply (1 + 1) - 1100W, (2) NEMA 5-15P to C13 Wall Plug -125 Volt
- 15AMP - 10 Feet (3m) - Power Cord - North America, (2) C13 to C14 - PDU Style - 12 AMP -
13 Feet (4m) - Power Cord - North America, iDRAC8 Express, Internal SD Module with 1 x 8GB
SD Card, DVD ROM - SATA - Internal, Sliding Ready Rails With Cable Management Arm, Rack
Bezel, ProSupport Plus
VMware vSphere 5.1 Essentials Plus Kit THP-VMWARE-ESSPLS
VMware vSphere 5.1 Essentials Plus Kit for 3 host servers with up to two processors. License
includes the following: vSphere Hypervisor, vCenter Operations Manager Foundation, High
Availability, vMotion, Data Protection, vShield Replication
vSphere 5 Essentials Plus Kit Production Support - 3 year THP-VMWARE-ESSPLS-PD
Includes: VMware vSphere v5.1 Production SnS for Essentials Plus Kit - 3 years
Window Server 2012 Datacenter Edition THP-MS-WINSVRDCNTR
Includes: Microsoft Windows Server 2012 Datacenter edition license for two processors. This
version entitles the customer to deploy single operating system in a physical environment or an
unlimited number of VMs on up to two processors licenses.
2 Microsoft SQL Server 2012 Standard Edition Core License Pack THP-MS-SQLSTD-2COR
Microsoft SQL Server 2012 Standard Edition Core License pack for 2 CPU Cores.
Implementation Services for Virtualization Software TCH-INSTALL-VM
SunGard's VMware Implementation Services include: Server Hardware Configuration and
initialization, Installation and configuration of VMware Host software, Installation and
configuration of Windows Server Guest software, Hardware Ownership transfer
Mobile Hardware Solution
35 Brother P36 Printer Bundle HWR-PNTX-KIT-USB
Brother PJ6 Printer Bundle includes: (1) Brother PocketJet 6 Engine, (1) Brother PocketJet Roll -
feeder Mount with brackets, (1) Lind Auto -reset Power Adapter, (1) 10' MiniUSB Cable
35 Trimble TM30000N GPS Receiver Bundle HWR-TRIMBLE-PKG-SER
Trimble Placer TM3000N GPS Receiver Bundle includes: GPS Unit, Wire Harness, Antenna Kit 3V,
6' Serial Cable
Property and Evidence Bar Coding Hardware
P&E Bar Coding Kit HWR-P&E-HWRKIT
Property and Evidence Barcode Scanning Solution includes: (1) Unitech PA520 Windows Mobile
PDA with Barcode Scanner, (1) Unitech PA520 Device Cradle, (1) Unitech Capacitive Stylus for
the PA520, (1) Symbol LS_2208 Handheld USB Wedge Scanner, (1) Sato Model CG408 Label
Printer with Paper, Ribbon and USB cable, (1) Topaz Systems Signature Gem LCD 4x3 Signature
Pad
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 9
EXHIBIT A (Continued)
DESCRIPTION OF PROPERTY
MUNICIPAL LEASE -PURCHASE AGREEMENT No.7187 (THE "AGREEMENT")
BY AND BETWEEN
Lessor, Government Capital Corporation and Lessee, City of Crestview
Dated as of December 1, 2015
QTY DESCRIPTION
Implementation Services for Bar Coding Hardware TCH-INSTALL-BRCD
Installation and configuration of SunGard's Bar Coding Hardware
Third Party Hardware, Software, and Services
Qty Part Number
2 HWR-WS-CAD
2 HWR-MATROX-M9120P
2 HWR-DELL-BUP 1000
1 HWR-DIGI-TS4
1 HWR-DIGI-CBLS
1 THP-PAGEGATE-CNCTR
40 THP-MS-VISIO
Product Description
CAD Dispatch Workstation with 2 monitors each
Matrox M9120 Plus LP PCIe x 16 Video Card
APC Power -Saving Back -UPS Pro1000
Digi PortServer TS4
Digi Network Cable Kit
PageGate Connector
Microsoft Visio 2013 Standard Edition
PROPERTY LOCATION:
Crestview Police Department
201 Stillwell Blvd
Crestview, FL 32526
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) - PAGE 10
EXHIBIT B
>> SCHEDULE OF PAYMENTS & OPTION TO PURCHASE PRICE <<
LEASE PURCHASE AGREEMENT No.7187 (THE "AGREEMENT') BY AND BETWEEN
Lessor: Government Capital Corporation and
Lessee: City of Crestview
Schedule dated as of December 10, 2015
PMT PMT DATE
NO. MO DAY YR
TOTAL
PAYMENT
INTEREST
PAID
PRINCIPAL
PAID
OPTION TO PURCHASE
after pmt on this line
1 At signing
2 12/1/2016
3 12/1/2017
4 12/1/2018
5 12/1/2019
6 12/1 /2020
Grand Totals
$146,919.00
$151,891.68
$151,891.68
$151,891.68
$151,891.68
$151,891.68
$906,377.40
$0.00
$30,888.98
$25,467.48
$19,531.86
$13,317.57
$6,811.51
$96,017.40
$146,919.00
$121,002.70
$126,424.20
$132,359.82
$138, 574.11
$145,080.17
$810,360.00
Interest Rate: 4.695%
N/A
N/A
N/A
$288,132.51
$146,613.60
$1.00
MUNICIPAL LEASE -PURCHASE AGREEMENT (taxable) — PAGE 11