01/21/2015 Agreement :1/ e t �..
9 CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY FLORIDA
DATE: February 4, 2015
TO: Chief Callahan
ATTN: Holly Pfiester
FROM: Lindsey Ballard, D. C'
At the January 21, 2015 Board of County Commissioner's meeting the Board granted the approval and
execution of Item C5 agreement between Big Pine Key Volunteer Fire Department, Inc., and the Board
of County Commissioners of Monroe County, to accept and transfer to Monroe County, a political
subdivision of the State of Florida, the physical assets of the Big Pine Key Volunteer Fire Department
Corporation, including title, with the provision that the assets shall continue to be located in and used
principally for the benefit of fire service in the Big Pine Key, Monroe County, Florida area for the
remainder of their serviceable life. A complete inventoried list will presented to the Clerk of Court upon
completion; with capital items to be tagged per County policy.
Attached is a duplicate original of the above - mentioned for your handling. Should you have any
questions, please feel free to contact our office.
CC: County Attorney (electronic copy)
Finance (electronic copy)
File 2011/11LE-0
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax: 305 - 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305 -289 -6027 Fax: 305- 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 852 -7146
Agreement
By and Between Big Pine Key Volunteer Fire Department, Inc.
and Monroe County Regarding the Transfer of Assets
This agreement ( "Agreement ") is entered into by and between Big Pine
Key Volunteer Fire Department, Inc., a not for profit corporation organized and
doing business under the laws of the State of Florida (hereinafter the
"Corporation ") and the Board of County Commissioners of Monroe County,
Florida, a political subdivision of the State of Florida (hereinafter the "County ").
WHEREAS, on November 17, 2014, the Board of Directors of Big Pine
Key Volunteer Fire Department, Inc. ( "Corporation ") adopted a resolution
directing that the corporation be dissolved and directing that the question of
dissolution be submitted to a vote at a meeting of the members of the
Corporation entitled to vote on the question; and
WHEREAS, on December 10, 2014, the Board of Directors of the
Corporation adopted a resolution recommending the plan of distribution of assets
attached hereto as Exhibit A ( "Plan ") and directing the submission of the Plan to
a vote at a meeting of the members of the Corporation; and
WHEREAS, a meeting of the members of the Corporation entitled to vote
was held on December 11, 2014, at which time a majority of members present at
the meeting as defined in the By -Laws of the Corporation adopted the resolution
to dissolve the corporation and approved the Plan; and
WHEREAS, the Corporation is in possession of and holds title to the
physical assets listed on the manifest attached hereto as Exhibit B; and
WHEREAS, it is the desire of the Corporation to transfer possession and
title to the physical assets to Monroe County, subject to the provision that the
assets shall continue to be located in and principally used for the provision of fire
service in the Big Pine Key, Florida, area for the remainder of their serviceable
life; and
WHEREAS, it is in the best interest of the parties to enter into an
agreement clarifying the future ownership, use and title to the physical assets
described in this Agreement.
NOW THEREFORE, Monroe County and the Corporation, by and through
their respective elected governing bodies, hereby agree as follows:
1. Effective upon approval of this Agreement by both parties, Monroe
County shall accept title to and possession of the assets listed in
Exhibit B, subject to the provision that the assets shall continue to
be located in and principally used for the provision of fire service in
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the Big Pine Key, Florida, area for the remainder of their
serviceable life.
2. Upon transfer of title and possession of the physical asset, Monroe
County shall henceforth be responsible for all maintenance,
upkeep, and risk.
3. The parties shall mutually cooperate with one another in order to
accomplish the transfer of title and possession of the assets.
4. Both parties to this Agreement warrant that they have the
necessary legislative and /or corporate authority to execute the
Agreement.
5. In the event that any administrative or legal proceeding is instituted
against either party relating to the formation, execution,
performance or breach of this Agreement, the parties agree to
participate, to the extent required by the other party, in all
proceedings, hearings, processes, meeting and other activities
related to the dispute.
6. This Agreement will be interpreted under the laws of the State of
Florida. In the event of any disagreement arising under the
Agreement, the parties agree that venue will be based in Monroe
County. This Agreement is not subject to arbitration.
7. The parties agree that neither party has employed or retained any
company or person, other than a bona fide employee working
solely for it, to solicit or secure this Agreement, and that it has not
paid or agreed to pay any person, company, corporation, individual
or firm, other than a bona fide employee working solely for it, any
fee, commission, percentage, gift or other consideration contingent
upon or resulting from the award or making of this Agreement.
8. The parties understand and agree that officers and employees of
the County are bound by the Code of Ethics in the Florida Statutes
and the Code of Ethics in local law regarding, but not limited to, the
solicitation or acceptance of gifts, doing business with one's
agency, unauthorized compensation, misuse of public position,
conflicting employment or contractual relationship, and disclosure
or use of certain information. The Corporation warrants that it has
not employed, retained, or otherwise had act on its behalf any
former County officer or employee subject to the prohibition of
Section 2 of Monroe County Ordinance No. 10 -1990 or any current
County officer or employee in violation of Section 3 of Ordinance
No. 10 -1990.
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9. This Agreement will take effect upon execution by both of the
parties.
r WITNESS WHEREOF, the parties hereto have set their hands and seals
_ �°. •w as of the day and year first above written.
`� I
f i*
BOARD OF COUNTY
E`.. , ST: AMY HEAVILIN, CLERK COMMISSIONERS OF MONROE
e,,,,,,, 10 0• 1 ' MONROE COUNTY, FLORIDA COUNTY
By: Y aia �� YJgi-14,A__ By:
Deputy Clerk Mayo hairman
BIG PINE KEY VOL - FIRE
DEPARTMENT, - /
By: 0 4L 7 1 1 1IGob5'
Print Name:
t 4vL. 3 • Roxev1Bt
MONROE COUNTY ATTORNEY
PP= Ag T ,JM:
CYNTHIA L. HALL
ASST TANT COUNTY ATTORNEY
Date, 1,... tO
3
Exhibit A
Plan for Distribution of Assets
Big Pine Key Volunteer Fire Department, Inc.
In accordance with Section 617.1406, Florida Statutes, set forth below is the plan
for distribution of the assets of the Big Pine Key Volunteer Fire Department, Inc., a
not-for-profit corporation organized and doing business under the laws of the State
of Florida ("Corporation"):
1. All liabilities and obligations of the Corporation shall be paid and
discharged, or adequate provisions be made therefor;
2. The Corporation has no assets held upon the condition that they be returned,
transferred, or conveyed upon the dissolution of the Corporation;
3. Upon dissolution, liquidation, and winding up of the Corporation, and after
paying or making provisions for the payment of all liabilities, the Board of
Director shall dispose of the assets of the Corporation in the following
manner:
a. The physical assets of the Corporation including title to the assets will
be transferred to Monroe County, a political subdivision of the State
of Florida, with the proviso that the assets shall continue to be located
in and used principally for the benefit of fire service in the Big Pine
Key, Monroe County, Florida area for the remainder of their
serviceable life;
b. Any physical assets not transferred to Monroe County, and all other
non-physical assets, shall be donated to a not for profit corporation or
organization qualified as exempt under Section 501(c)(3) of the
Internal Revenue Code and operated exclusively for charitable,
educational, or scientific purposes or as a benevolent association,
which shall continue to benefit the fire service in the Big Pine Key,
Monroe County, Florida area.
A copy of this Plan for Distribution of Assets, authenticated by an officer of the
corporation and containing the officer's certificate of compliance with the
requirements of subsection (1) or subsection (2) of Section 617.1406, Florida
Statutes, will be filed with the Department of State prior to dissolution of the
Corporation.
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The Big Pine Key Volunteer Fire Department, Inc.
Fire Station 13
P. a Box 430192 • Big Pine Key, Florida 33043
(305) 872 -0975
December 11th, 2014
Florida Department of State
Amendment Section
Division of Corporations
P.O. Box 6327 Clifton Building
Tallahassee, FL 3231
Re: Plan for Distribution of Assets, Dissolution of Not - for- Profit Corporation
Dear Sir or Madam:
Please accept for filing this letter and the attached Plan for Distribution of Assets.
1. I,, Paul B. Roxenberg am the President of the Big Pine Volunteer Fire Department, Inc.
( "Corporation ") and am duly authorized to authenticate the attached document and make
the following representations.
2. On November 17th, 2014, the Board of Directors of Big Pine Key Volunteer Fire
Department, Inc.. ("Corporation") adopted a resolution directing that the corporation be
dissolved and directing that the question of dissolution be submitted to a vote at a
meeting of the members of the Corporation entitled to vote on the question.
3 A meeting of the members of the Corporation entitled to vote was held on December
1 lth, 2014. Written notice giving notice of the meeting and stating that one of the
purposes for the meeting was to consider the advisability of dissolving the corporation
was given to each active member of the corporation entitled to vote at the meeting,' in
accordance with the By -Laws of the Corporation. A quorum of members as defined in
the By -Laws of the Corporation was present for the meeting. A resolution to dissolve
was adopted after a vote of the members entitled to vote, at which time a majority of
members entitled to vote and present at the meeting or represented by proxy voted in
favor of dissolution.
4. On December 10th, 2014, the Board of Directors of the Corporation adopted a resolution
recommending the attached plan of distribution of assets ( "Plan ") and directing the
submission of the Plan to a vote at a meeting of the members of the Corporation.
5. A meeting was held on December 1 lth, 2014, at which time the members considered the
Nan. Written notice of the proposed Plan or a summary of the Plan, was given to each
member entitled to vote, as outlined in the Corporation's By -Laws, A quorum as defined
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in the By-Laws of the Corporation was present for the meeting. The Plan was adopted
after receiving a majority of the votes of members at the meeting or represented by proxy.
+5. The Plan attached to this letter is a true and correct copy of the Plan adopted by the
Corporation after the affirmative vote described in paragraph (5).
Respectfully submitted,
Big Pine Key Volunteer Fire Department, Inc.
By: t....0
Paul Roxenberg
President
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Exhibit B
Inventory list for Big Pine Key Volunteer Fire Department, Inc.
As of January 1, 2015
Office Equipment
1. 1 - HP Envy Phoenix Computer (downstairs main office)
Serial # MXX3030BT5
Model # H9 1330 PC
2. HP Officejet Pro 8600 Plus Printer (downstairs main office)
Serial # CN2BSB3HOC
Model # SNPRC- 1101 -01
3. Royal 1620 MX paper Shredder (upstairs volunteer office)
Lot # 140159813
4. Cannon P -23 DHV Calculator
5. Fujitsu (X500 Scanner
6. Horizontal two drawer file cabinet
7. Upright two drawer file cabinet
8. Upright four drawer file cabinet
9. HP Officejet 7200 printer (upstairs volunteer office)
Serial # MY4BLC82PK
Model # SDGO- 0305 -01
Fitness Equipment
1. Sole Elliptical Trainer
Serial # 5550131312000162
Model - E55
2. Stepmill 7000 PT Stairmaster w/ deluxe service package
3. Set of four Kettlebell weights
4. 1 - Everlast workout mat 2'x6'
5. 1- Ringside Heavy Punching Bag
Electronics
1. 1- Sherwood RX -4109 Stereo Receiver
Serial # RX4109V(a)14.05010J0944
2. 1- Vizio 42" LED HDTV E420 -B1
3. 2- TV wall mounting plates
4. 1- Polk Audio 31" Surroundbar SB2000 for TV
5. 3 - Garmin nuvi 2699 LMT GPS devices
SN# 3N5025507
SN# 3N5025627
SN# 3N5025506
Tools
1. Craftsman 10 drawer rolling stainless tool chest
2. Craftsman 3/8" drill
3. Dewalt 3800 psi Powerwasher with Honda engine
4. Diehard DH -200M 200 amp battery charger
5. Misc. hand tools including wrenches, drill bits, socket sets, screwdrivers, tape measure,
power cord, cutters, channel locks
Vehicles
1. 2006 Chevrolet Silverado 2500 HD Pick Up Truck
VIN # 1GCHC23D16F142481
2. 2008 Ford Explorer Pick Up Truck
VIN # 1FMEU31E18UA02832
3. 2014 24' Cargomate Trailer
VIN # 5NHUCMZ20FU217695
4. Continental Trailer
VIN # 1ZJBU1613DM077803
Model UT61228 -2300
Re -Hab Trailer Supplies
1. 2- Lifetime 8' tables
2.8 - Lifetime folding chairs
3. 1- 10'x20' Honeycomb Core Aluminum Professional Grade Canopy
4. 2- Misting fans
5. 1- Goldline Trailer Cover
Cascade System
1- Bauer Open vertical Air System 5000 psi
1- Bauer Class 2 Fill Station
4 - 5000 psi Air Cylinders
* (Cost of system $27,632.39)
Training Equipment
1- "Rescue Randy" Mannequin for drills
Hurst Tool
1- Hurst SC357E2 Combi Toolw/ 3 batteries
1- Mount bracket
cost ($11,150.58)
THE BIG PINE KEY VOLUNTEER FIRE DEPARTMENT, INC.
PAGERS INVENTORY LIST SIGNED OUT TO
IN STOCK - 2014 VOLUNTEER
136WPS3335/BP -13 -3335 (Repeater — New in box)
136WPS3332/BP -13 -3332 (Repeater)
136WPS3333/BP -13 -3333 (Repeater)
136WM1875/BP -13 -1875 (Repeater)
136WPS3330/BP -13 -3330 (Repeater) Troy Hatcher
136WPS3328/BP -13 -3328 (Repeater) Bobby Howard
136WPS3335/BP -13 -3335 (Repeater) Nick Hultman
136WJUK533/BP -13 -1533 (Repeater) Jeff Kelly
136WPS3340/BP -13 -3340 (Repeater) Jason Pearson
136WPS3336/BP -13 -3336 (Repeater) Thomas Peteck
136WPS3325/BP -13 -3325 (Repeater) Paul Roxenberg
136WPS3344/BP -13 -3344 (Repeater) Steve Sdankus
136WJUK533 / BP- 13 -K53
136WMS1875 / BP -13 -1875
136WNH5964 / BP -13 -5964
136WGCB125- DAMAGED
136WGCB131 - DAMAGED
136WKG4248 - DAMAGED