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Filed & Recorded in Official Records of � C E
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MONROE COUNTY KEVIN MADOK ri /
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Bka 2858 P9N 1813 �{ 9 ° l03' d S-f -reet Marmon FL
Agreement 334.1
By and Between Layton Volunteer Fire Department, Inc. and
Monroe County Regarding the Transfer of Assets
This agreement ( "Agreement ") is entered into by ael bletween Layton
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 June 21, 2016 the Board of Directors of Layton 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 June 21, 2016, 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 July 26, 2016, 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 Layton, 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 Layton, Florida, area for the remainder of their serviceable life.
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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.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals
below as of the day and year first above written.
BOARD OF COUNTY
- JEVIN MADOK, CLERK COMMISSION OF MONROE
IVI �bE COUNTY, FLORIDA COUNTY
By:
By:
Deputy Clerk Mayor /Chair n4an3 4/17- / 1-
LAYTON VOLUNTEER FIRE
DEPARTMENT, INC.
By: - -
Printiame.
J
P &ED
A SS S T,"'k N t
3
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Exhibit A
4,1 autott I- Tatunteer ;kire Departnu tt, �I u r_
P. 4. Box 624
LONG KEY, FLORIDA 33001
March 8, 2017
Florida Department of State Doc# 2126526
Amendnient Seetkm Bkp 2858 Pg# 1817
Division of Corporations
P:O. Box 7327 Clifton Building
Tallahassee, FL. 32301
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 of Distribution of Assets.
1. 1, John E. Fusco, President of the Layton Volunteer Fire Department, Inc.
( "Corporation ") am duty authorized to authenticate the attached documents and
make the following representations.
2, On .tune 24, 2016 the Board of Director's of the Corporation discussed a
Resolution directing that the Corporation be dissolved.
3. At a special meeting of Board of Directors of the Corporation, on July 26, 2016
with all members in attendance, the Board again brought up the dissolution of
Layton Volunteer Fire Department. All 8 members were present and were given a
secret-ballot to -vote on the dissolution. A majority of members voted to abohah the
Corporation.
4. After several months of discussion and consideration, the members of Layton
Volunteer Fire Department sent a letter of intent to the Monroe County Fire Chief
to startt the proper paperwork and to proceed with this dissolution.
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 #$.
Respectfully submitted,
Layton Volunteer Fire Department, Inc.
Bv=
..Fusco,
Preekkmt
Enc: Distribution of Assets
r� �g
( U J I t
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PLAN FOR DISTRIBUTION OF ASSETS
LAYTON VOLUNTEER FIRE DEPARTMENT, INC.
in accordance with Section61 7.1406, F#olde Statues, set lbrth bekrm is the
plan for distribution of the assets of the Layton Volunteer Fire Department,
Inc. a not for - profit corporation organized and doing business under the laws
of the State of Pio Wa ("Corporation "):
1, Ah UbWAGS and obiigatlons of the Corporation shall be paid and
discharged, or adequate provisions be made therefore;
2.. The Corporation has no assets hold upon the condition that they be
returned, transferred, or conveyed upon the dissolution of the
Corporation;
3. Upon dissolution, liquidation, and winding up of the Corporation,
and after paying or making provisions for the payment of all liabilities,
the Board of Director shat! dispose of the assets of the Corporation in
the following manner:
a. The physical rrt$sets of the Corporation, imltgilng tide to the
assets will be transferred to Monroe County, a political
subdivision of the State of Florida, with the proviso that the
assets shalt continue to be located in and used principally
for the fire service in the Long Key, LaytoN Monroe County,
Flom area for the re makWer of their serviceattla life;
b. Any physical assets not transferred to Monroe County, and all
gyer non- physical assets, shall be donated to a not for profit
corporation or organization qualified as exempt under
Section Sol (c)(3) of the Internal Revenue Code and operated
exclusively for charitable, educational, or sckmtfflc purer
or as a benevolent association, which shall continue to
benefit the fire service in the tong Key, Layton, Monroe County,
Florida area.
A copy of #tie Plan for Distribution of Assets, authenticated by an oficer of
of the Corporation and corhtainihhg the ofllcW S Corti rate of contpffance
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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Exhibit B
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LAYTON VOLUNTEER FIRE DEPARTMENT
INVENTORY AS OF MARCH 10 2017
2014 Ford I= -250 SRWA DOOR Truck - ALT
VIN 61FTMA63EE 6435
E-QUVWENT IN AND FOR FORD TRUCK
1..Marande M170 Cap
2. 2 pull -out Bed ROMM
3. 1 Hands OeneratOr
MONROE COUNTY
OFFICIAL RECORDS