07/20/2016 AgreementAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
DATE: October 51 2016
TO: Chief Callahan
ATTN.• Darice Horachek
FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller Uv
At the July 20, 2016 Board of County Commissioner's meeting the Board granted the approval and
execution of Item C5 Approval of agreement between Big Coppitt 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 Coppitt 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 Coppitt Key, Monroe County, Florida area
for the remainder of their serviceable life; and authority for the County Administrator to execute all
necessary documents for the transaction. A complete inventoried list will presented to the Clerk of
Court upon completion, with capital items to be tagged per County policy.
Enclosed is a duplicate original of the above -mentioned for your handling. Should you have any
questions, please feel free to contact our office.
D0N6-.
CC: County Attorney (electronic copy)
Finance
File i/
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 Coppitt Volunteer Fire Department, Inc. and
Monroe County Regarding the Transfer of Assets
This agreement ("Agreement") is entered into by and between Big Coppitt
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 August 17, 2015, the Board of Directors of Big Coppitt
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 August 31, 2015, 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 September 21, 2015, 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 Coppitt, 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
the Big Coppitt, 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.
9. This Agreement will take effect upon execution by both of the
parties.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
below as of the day and year first above written.
(SEAL)
ATTEST: AM HEAVILIN, CLERK
OF MONROE COUNTY, FLORIDA
BOARD OF COUNTY
COMMISSIONERS OF MONROE
COUNTY
By:
ki6yorAffairman
BIG COPPITT VOLUNTEER FIRE
DEPARTMENT, INC.
3
By--? A Lr��u
Print Name:
MONRFE COUNTY ATTORNEY
A )ROV,ED AS ,TO FARM:
YNTHIA L'. HALL
ASSIST NT �OUNTY ATTORNEY
Date a- 201k
Exhibit A
Plan for Distribution of Assets
Big Coppttt Volunteer Fire Department, Inc.
In accordance with Section 617.1406. Florida Statutes, set forth below is the plan for distribution of the
assets of Big Coppitt 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 made therefore.
2. The Corporation has no assets held upon the condition that they are returned, transferred
or conveyed upon the dissolution of the Corporation:
3. Upon dissolution, liquidation, winding up the Corporation and after paying or making
provisions for the payment of all liabilities. the Board of Directors 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 provision
that the assets shall continue to be located in and used principally for the benefit of
the fire service in the Big Coppitt, 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 S01(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 Big Coppitt. 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 the State prior
to dissolution of the Corporation.
JAN 2 q I (o
MonroComity FIre Rescue
BY:
October 30, 2015
Florida Department of State Amendment Section
Division of Corporations
P.O. Box 6327 Clifton Building
Tallahassee, FL 32301
Re: Plan for Distribution of Assets, Dissolution of Not -for -Profit Corporation
Dear Sir or Madam:
Please accept for filling this letter and the attached Plan of Distribution of Assets.
1. I, Paul E. Altamuro am the President of the Big Coppitt Volunteer Fire Department, Inc.
("Corporation") and am duly authorized to authenticate the attached document and make
the following representations.
2. On August 17, 2015 the Board of Directors of the 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 September 21,
2015. Written notice was given stating that one purpose for the meeting was to consider
the advisability of dissolving the corporation 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 in favor to dissolve was adopted after a vote (a
majority of members entitled to vote were present at the meeting or represented by proxy).
4. On August 31, 2015, 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 September 21, 2015. At which time the members considered the
Plan. Written notice of the proposed Plan was given to each member entitled to vote, as
outlined in the Corporation's by-laws. A quorum as defined in the by-laws of the
Corporation was present for the meeting. The Plan was adopted after receiving a majority
of the votes by the members at the meeting or represented by proxy.
6. 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 Coppitt Volunteer Fire Department, Inc.
Paul F. Altarnoro
President
IAN 2110
Monroe Co
my Fire Rescue
Exhibit B
BCVFD Inventory as of 1/23/16
2012 Ford F-150 Reg Cab VIN# 1FTFW1CF9CFC60929
Equipment in Truck:
• 6 folding chairs
• 210x10 shade tents
• Rubbermaid cooler
• Maxair fan
• Mist fan
• 2 Honda 2000 generator
• Child and Adult BP cuff
• Stethoscope
• Trauma shears
• Pulse OX monitor
PROPERTY: 3 lots in Big Coppitt 276 Avenue F (Volunteer Fire/Rescue park)
• 1 White leather couch
• 1 White leather love seat
• 15'x25' Ceremony American Flag
• Snow cone machine
• Hot dog Machine
• Jacobs Ladder workout machine
• Sentry safe SN:SFW1230TB
• Insignia DVD player SN:9H2108505
• Panasonic TV SN:L483020056
OFFICE EQUIPMENT:
• HP tower SN: MXV012000 SN: 584037-001
• Dell tower SN: JYHYKNI
• HP mouse SN: CPW00105819 SN: CPW00106456
• Dell mouse SN: HCJ54216401
• HP printer SN: CN13T9129R SN: TH01F212K2
• 2 HP keyboard
• Dell keyboard
• A&C Monitor SN: Q81A3HA180049
• Sony Monitor SN: 6030092
• Dell Monitor SN: OTYXD9-74445-776-A155