12/18/2024 Lease Purchase Agreement and Addendum GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: December 31, 2024
TO: Beth Leto, Airports
Business Manager, KWIA
Pedro Mercado
Assistant County Attorney
FROM: Liz Yongue, Deputy Clerk
SUBJECT: September 11, 2024 BOCC Meeting
The following items have been executed and added to the record:
I6 Resolution 282-2024 waiving purchasing policies and procedures and accepting
the financing proposal of Leasing 2 Inc. for the lease purchase of an Oshkosh Striker Aircraft
Rescue and Firefighting (ARFF) truck under Florida Sheriffs Association contract 23-VEF 17.0
for Key West International Airport; authorizing the execution and delivery of an equipment
proposal, a finance proposal, a Lease Purchase Agreement, an Addendum to Lease Contract
and an Escrow Agreement and delegation of authority to certain county officials to execute the
aforementioned documents as well as any associated documents upon County Attorney approval.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
LEASE-PURCHASE AGREEMENT
LESSEE: LESSOR:
Monroe County, Florida Leasing 2, Inc.
1100 Simonton Street 1720 West Cass Street
Key West, FL 33040 Tampa, FL 33606-1230
Dated as of December 18, 2024
This Lease-Purchase Agreement (the "Agreement") dated as of December 18, 2024 by and between
Leasing 2, Inc. ("Lessor"), and Monroe County, Florida ("Lessee"), a political subdivision of the State of
Florida("State").
WITNESSETH:
WHEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessee, and Lessee desires
to lease the Equipment from Lessor, subject to the terms and conditions of and for the purposes set forth
in this Agreement;and
WHEREAS, Lessee is authorized under the Constitution and laws of the State to enter into this Agreement
for the purposes set forth herein;
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby
agree as follows:
ARTICLE I DEFINITIONS •
Section 1.01. The following terms will have the meanings indicated below unless the context clearly
requires otherwise:
"Agreement" means this Lease-Purchase Agreement, including Exhibits A though I inclusive attached
hereto, as the same may be supplemented or amended from time to time in accordance with the terms
hereof.
"Commencement Date"is the date when the term of this Agreement begins and Lessee's obligation to pay
rent accrues,which shall be the commencement date shown on the Exhibit E Payment Schedule.
"Equipment"means the property described in Exhibit D and which is the subject of this Agreement.
"Lease Term"means the Original Term and all Renewal Terms provided for in this Agreement under Section
4.01.
"Lessee" means the entity which is described in the first paragraph of this Agreement and which is leasing
the Equipment from Lessor under the provisions of this Agreement.
"Lessor" means (i) Leasing 2, Inc., acting as Lessor hereunder.Attestations and Certifications that Lessee
may require including but not limited to Sections 14.16, 14.17, 14.18, 14.19, 14.20, 14.21 & 14.22, as well
as any documents referenced or not, or implied are waived and not a requirement of any assignee(s) of
Lessor as these are requirements, obligations, and duties of Lessor.
"Original Term" means the period from the Commencement Date until the end of the fiscal year of Lessee
in effect at the Commencement Date.
"Purchase Price"means the amount indicated with respect to any date after payment of all Rental Payments
(defined below)due through such date,all as set forth in Exhibit E hereto, or Supplemental Exhibit E hereto,
as the case may be.
"Renewal Terms"means the renewal terms of this Agreement as provided for in Article IV of this Agreement,
each having a duration of one year and a term co-extensive with the Lessee's fiscal year, except the last of
such automatic renewal terms which shall end on the due date of the last Rental Payment set forth in Exhibit
E to this Agreement.
"Rental Payments" means the basic rental payments payable by Lessee pursuant to the provisions of this
Agreement during the Lease Term, payable in consideration of the right of Lessee to use the Equipment
during the then current portion of the Lease Term. Rental Payments shall be payable by Lessee to the
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Lessor or its assignee in the amounts and at the times during the Lease Term, as set forth in Exhibit E of
this Agreement.
"Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer
from whom Lessee has purchased or is purchasing the Equipment.
ARTICLE II COVENANTS OF LESSEE
Section 2.01 Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as
follows:
(a) Lessee is la public body, corporate and politic, duly organized and existing under the Constitution and
laws of the State.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its
existence as a body, corporate and politic.
(c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the
transaction contemplated hereby, and to perform all of its obligations hereunder.
(d) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions
of the resolution of its governing body,attached hereto as Exhibit A, or by other appropriate official approval,
and further represents, covenants and warrants that all requirements have been met, and procedures have
occurred in order to ensure the enforceability of this Agreement, and Lessee has complied with such public
bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the
Equipment hereunder. Lessee shall cause to be executed and delivered to Lessor an opinion of its counsel
substantially in the form attached hereto as Exhibit B.
(e) During the term of this Agreement, the Equipment will be used by Lessee only for the purpose of
performing one or more essential governmental or proprietary functions of Lessee consistent with the
permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity
other than the Lessee.
(f) During the period this Agreement is in force, Lessee will annually provide Lessor with such current
financial statements, budgets, proof of appropriation for ensuing fiscal year or such other financial
information relating to the decision of Lessee to continue this Agreement as may be reasonably requested
by Lessor or its assignee.
(g) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the
Original Term and all Renewal Terms.
(h) The Equipment is, and during the period this Agreement is in force will remain, personal property and
when subjected to use by the Lessee under this Agreement,will not be or become fixtures.
(i) Lessee shall not voluntarily or involuntarily create, incur, assume or suffer to exist any lien, security
interest or other encumbrance or attachment of any kind whatsoever on, affecting or with respect to the
Equipment.
(j) Lessee shall not give up possession or control of the Equipment.
(k) Lessee shall not change the location of the Equipment without giving prior written notice of the proposed
new location to the Lessor and provided that Lessee shall obtain and deliver to Lessor any landlord waivers
reasonably requested by Lessor so as to protect Lessor's right, title and interest in and to the Equipment
and Lessor's ability to exercise its remedies with regard to the Equipment. The Equipment shall not be used
outside of the United States without Lessor's prior written consent.
(I) Lessee shall not alter or modify the Equipment in any manner which would reduce the value or the
marketability thereof.
(m) Lessee will take no action that will cause the interest portion of any Rental Payment to become
includable in gross income of the recipient for purposes of federal income taxation under the Code, and
Lessee will take, and will cause its officers, employees and agents to take, all affirmative action legally
within its power to prevent such interest from being includable in gross income for purposes of federal
income taxation under Section 103(a) of the United States Internal Revenue Code of 1986 as amended
(the "Code"). Lessee represents and warrants that the Lease is to be treated as an obligation of a political
subdivision of a state within the meaning of Section 103(c)(1)of the Code.
(n) Lessee is and shall remain in compliance with all laws, rules, regulations and orders applicable to
Lessee, including U.S. economic and trade sanctions, and anti-corruption, anti-bribery, anti-money
laundering and anti-terrorism laws.
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ARTICLE III LEASE OF EQUIPMENT
Section 3.01 Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from
Lessor, the Equipment, in accordance with the provisions of this Agreement, to have and to hold for the
Lease Term.
ARTICLE IV LEASE TERM
Section 4.01. Commencement of Lease Term. The Original Term of this Agreement shall commence on
the Commencement Date and shall terminate on the last day of Lessee's fiscal year then in effect. Lessee
may renew this Agreement beyond the expiration of the Original Term, or beyond the expiration of any
Renewal Term then in effect, up to the number of additional fiscal years provided in Exhibit E of this
Agreement by appropriating sufficient funds to make scheduled Rental Payments for the ensuing fiscal year
(each a"Renewal Term"). Terms and conditions during any Renewal Term shall be the same as the terms
and conditions during the Original Term, except that the Rental Payments shall be as provided in Exhibit E
of this Agreement.
Section 4.02. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the
following events:
(a) The expiration of the Original Term or any Renewal Term of this Agreement and the non-renewal of
this Agreement in the event of non-appropriation of funds pursuant to Section 6.07;
(b) The exercise by Lessee of the option to purchase the Equipment before expiration of this Agreement
granted under the provisions of Articles IX or XI of this Agreement;
(c) A default by Lessee and Lessor's election to terminate this Agreement under Article XI I I; or
(d) Payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder
through the full lease term.
Section 4.03. Return of Equipment on Termination. Upon expiration or earlier termination of the Original
Term or any Renewal Term under any provision of this Agreement at a time when Lessee does not exercise
its option to purchase the Equipment granted under the provisions of Articles IX or XI of this Agreement,
Lessee hereby agrees to deliver the Equipment to.Lessor packaged or otherwise prepared in a manner
suitable for shipment by truck or rail common carrier to a location specified by Lessor. All expenses
resulting from the return of Equipment on termination will be borne by Lessee.
ARTICLE V ENJOYMENT OF EQUIPMENT
Section 5.01. Provided that no default or event of default shall have occurred hereunder, Lessor hereby
covenants that during the Lease Term Lessor will not interfere with Lessee's quiet use and enjoyment of
the Equipment.
Lessor shall have the right, in accordance with Key West International Airports' standard operating
procedures, at all reasonable times during business hours to enter into and upon the property of Lessee
for the purpose of inspecting the Equipment.
ARTICLE VI RENTAL PAYMENTS
Section 6.01. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand
and intend that the obligation of Lessee to pay Rental Payments hereunder shall constitute a current
expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any
applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by
Lessee.
Section 6.02. Payment of Rental Payments. During the Original Term and during each Renewal Term
elected by Lessee, Lessor shall invoice Lessee and Lessee shall pay Rental Payments, exclusively from
any and all legally available funds budgeted and appropriated by the Board of County Commissioners of
the Lessee each fiscal year of the Lessee, in lawful money of the United States of America, exclusively to
Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth
in Exhibit E hereto. Lessor shall submit invoices to the Airports Business Office, 3491 S. Roosevelt Blvd.,
Key West Fl. 33040, at least 30 days prior to the Rental Payment due date set forth in Exhibit E. Lessee
shall pay in accordance with the Florida Local Government Prompt Payment Act. Rental Payments shall
be in consideration for Lessee's use of the Equipment during the applicable year in which such payments
are due. The Rental Payment amounts set forth in Exhibit E are based on the Equipment Cost to be paid
by Lessor being the amount set forth in Exhibit E. Lessor shall have no obligation to pay or disburse any
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amount greater than the amount set forth as the Equipment Cost. Lessee shall not amend any purchase
contract, purchase order, or any other agreement that would have the effect of increasing the cost of the
Equipment above set forth in Exhibit E as the Equipment Cost without the prior written consent of Lessor.
In the event that the actual cost of the Equipment is greater than the amount set forth in Exhibit E, Lessee
shall be solely responsible for and hereby agrees to promptly pay such excess to the vendor(s), provided
that Lessee may request that Lessor finance such excess, which Lessor may, in its sole discretion elect to
do or decline to do. Lessee shall indemnify and hold Lessor harmless from and against any loss, damages,
costs and expenses resulting from or relating to any increase in the Equipment Cost. If Lessor, in its sole
discretion,elects to finance such excess the amount of each installment of rent will be increased to provide
the same yield to Lessor as would have been obtained if the actual cost had been the same as the stated
Equipment Cost. In such event, Lessee shall at the request of Lessor execute and deliver an amendment
reflecting the increase in the Equipment Cost and the Rental Payments.There shall be no lien on or security
interest in any funds or property of the Lessee, including but not limited to the Equipment and the legally
available funds budgeted and appropriated to make Rental Payments hereunder.
Section 6.03. Interest and Principal Components. A portion of each Rental Payment is paid as, and
represents payment of, interest, and the balance of each Rental Payment is paid as, and represents
payment of principal. Exhibit E hereto sets forth the interest component and the principal component of
each Rental Payment during the Lease Term.
Section 6.04. Additional Interest in the Event the Interest is Taxable. Lessee acknowledges that Lessor's
yield with respect to this Agreement is dependent upon the full amount of each Rental Payment being
excluded from Lessor's income pursuant to the Code. Accordingly, if at any time, as a result of a
determination that Lessee has breached a representation or covenant contained herein, any payment of
either the interest component or the principal component of any Rental Payment is, in the opinion of counsel
for the Lessor, subject to or affected by any income, preference, excess profits, minimum or other federal
tax, Lessee shall pay, as additional interest, an amount which is necessary to provide to Lessor the same
net income as Lessor would have received but for such event. Lessor's calculations of such additional
interest shall be binding upon Lessee in the absence of manifest error.
Section 6.05. Rental Payments to be Unconditional. During the Original Term and during each Renewal
Term elected by Lessee,the obligations of Lessee to make payment of the Rental Payments required under
this Article VI and other sections hereof and to perform and observe the covenants and agreements
contained herein shall be absolute and unconditional in all events, except as expressly provided under this
Agreement. Notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person,
Lessee agrees to pay all Rental Payments when due and shall not withhold any Rental Payments pending
final resolution of such dispute, nor shall Lessee assert any right of set-off or counterclaim against its
obligation to make such payments when required under this Agreement. Lessee's obligation to make
Rental Payments during the Original Term or the then current Renewal Term elected by Lessee shall not
be abated through accident or unforeseen circumstances.
Section 6.06. Continuation of Lease Term by Lessee. Lessee currently intends, subject to the provisions
of Section 6.07, to continue the Lease Term through the Original Term and all the Renewal Terms
hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all
Rental Payments during the Original Term and each of the Renewal Terms can be obtained. The officer
of Lessee responsible for budget preparation shall do all things lawfully within his/her power to obtain and
maintain funds from which the Rental Payments may be made, including making provision for such
payments to the extent necessary in each annual budget submitted and adopted in accordance with
applicable provisions of State law,to have such portion of the budget approved, and to exhaust all available
reviews and appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing,
the decision whether or not to budget and appropriate funds is within the discretion of Lessee's governing
body.
Section 6.07. Termination by Nonappropriation. In the event Lessee does not appropriate sufficient funds
for the payment of the Rental Payments scheduled to be paid in the next occurring Renewal Term, then
this Agreement shall automatically terminate at the end of the then current Original Term or Renewal Term,
and Lessee shall not be obligated to make payment of the Rental Payments provided for in this Agreement
beyond the end of the then current Original or Renewal Term. Lessee agrees to deliver notice to Lessor of
such termination at least 90 days prior to the end of the then current Original or Renewal Term.
Section 6.08. Late Charges. If any Rental Payment is not paid in full to Lessor within thirty(30) days after
the payment first became due and payable, Lessee shall immediately pay to Lessor an additional one-time
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late charge equal to five (5%) percent or, if less the maximum rate permitted by law, of each such amount
past due along with the Rental Payment. If any Rental Payment remains unpaid beyond 45 days after it
first became due and payable, or if Lessor has elected to exercise any remedies following an event or
default, interest shall accrue on past due amounts at the rate of 1% per month or the highest rate allowed
by law, whichever is less. Partial payments by Lessee shall be applied first to the accrued interest
component of past due Rental Payments and the balance to the remaining principal component of past due
Rental Payments.
Section 6.09. Prepayment. Lessee shall have the right to prepay principal components of Rental Payments
in whole on any date set forth in Exhibit E by paying the then applicable Purchase Price set forth in Exhibit
E on such date.
ARTICLE VII TITLE TO EQUIPMENT
Section 7.01. Title to the Equipment. During the term of this Agreement, title to the Equipment and any
and all additions, repairs, replacements or modifications shall vest in Lessee, subject to the rights of Lessor
under this Agreement. In the event of default as set forth in Section 13.01 or nonappropriation as set forth
in Section 6.07, Lessee agrees to surrender possession of the Equipment to Lessor. Lessee and Lessor
intend for federal income tax purposes under the Internal Revenue Code of 1986, as amended, that this
Agreement constitutes a financing lease or an installment sale contract rather than a true lease.
ARTICLE VIII MAINTENANCE; MODIFICATION;TAXES; INSURANCE AND OTHER CHARGES
Section 8.01. Maintenance of Equipment by Lessee. Lessee agrees that at all times during the Lease
Term Lessee will, at Lessee's own cost and expense, maintain, preserve and keep the Equipment in good
repair, working order and condition, and that Lessee will from time to time make or cause to be made all
necessary and proper repairs, replacements and renewals. Lessor shall have no responsibility in any of
these matters, or for the making of improvements or additions to the Equipment.
Section 8.02. Taxes, Other Governmental Charges and Utility Charges. In the event that the use,
possession or acquisition of the Equipment is found to be subject to taxation in any form (except for income
taxes of Lessor), Lessee will pay during the Lease Term,as the same respectively come due, all taxes and
governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against
or with respect to the Equipment and any equipment or other property acquired by Lessee in substitution
for, as a renewal or replacement of, or a modification, improvement or addition to the Equipment, as well
as all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the
operation, maintenance, use, occupancy and upkeep of the Equipment; provided that, with respect to any
governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be
obligated to pay only such installments as have accrued during the time this Agreement is in effect.
Section 8.03. Provisions Regarding Insurance. Upon delivery and acceptance of the Equipment by Lessee,
at its own expense, Lessee shall cause casualty, public liability and property damage insurance to be
carried and maintained, or shall demonstrate to the satisfaction of Lessor that adequate self-insurance is
provided with respect to the Equipment, sufficient to protect the Full Insurable Value (as that term is
hereinafter defined) of the Equipment, and to protect Lessor from liability in all events. All insurance
proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Lessee shall
furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Alternatively, Lessee
may insure the Equipment under a blanket insurance policy or policies which cover not only the Equipment
but other properties. If Lessee insures similar properties by self-insurance and upon approval by Lessor,
Lessee may insure the Equipment by means of an adequate insurance fund.
The term "Full Insurable Value"as used herein shall mean the full replacement value of the Equipment.
Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses, if any,
payable to Lessee and Lessor as their respective interests may appear. The Net Proceeds (as defined in
Section 9.01)of the insurance required in this Section 8.03 shall be applied as provided in Article IX hereof.
Each insurance policy provided for in this Section 8.03 shall contain a provision to the effect that the
insurance company shall not cancel the policy or modify it materially and adversely to the interest of Lessor
without first giving written notice thereof to Lessor at least 30 days in advance of such cancellation.
Section 8.04. Advances. In the event Lessee shall fail to perform any of its obligations hereunder Lessor
may (but shall be under no obligation to) take such action as may be necessary to cure such failure,
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including, without limitation, the advancement of money; and all amounts so advanced by Lessor shall
become additional rent for the then current Original Term or Renewal Term, which amounts, together with
interest thereon at the rate of 12% per annum, or if less the maximum rate permitted by law, Lessee agrees
to pay.
ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS
Section 9.01. Damage, Destruction and Condemnation. If prior to the termination of the Lease Term (a)
the Equipment or any portion thereof is destroyed(in whole or in part)or is damaged by fire or other casualty
or(b)title to, or the temporary use of the Equipment or any part thereof or the estate of Lessee or Lessor
in the Equipment or any part thereof shall be taken under the exercise of the power eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, Lessee and
Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the
prompt replacement, repair, restoration, modification or improvement of the Equipment. Any balance of the
Net Proceeds remaining after such work has been completed shall be paid to Lessee.
For purposes of Section 8.03 and this Article IX,the term "Net Proceeds"shall mean the amount remaining
from the gross proceeds of any insurance claim or condemnation award after deducting all expenses
(including attorney's fees)incurred in the collection of such claims or award.
Section 9.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of
any repair, restoration, modification or improvement referred to in Section 9.01 hereof, Lessee shall either
(a)complete the work and pay any cost in excess of the amount of Net Proceeds, and Lessee agrees that
if by reason of any such insufficiency of the Net Proceeds, Lessee shall make any payments pursuant to
the provisions of this Section 9.02, Lessee shall not be entitled to any reimbursement therefore from Lessor
nor shall Lessee be entitled to any diminution of the amounts payable under Article VI hereof or(b)if Lessee
is not in default hereunder, Lessee shall pay to Lessor the amount of the then applicable Purchase Price,
and, upon such payment, the Lease Term shall terminate and Lessor's interest in the Equipment shall
terminate as provided in Article XI of this Agreement. The amount of the Net Proceeds in excess of the
then applicable Purchase Price, if any, may be retained by Lessee.
ARTICLE XDISCLAIMER OF WARRANTIES;VENDOR'S WARRANTIES; USE OF EQUIPMENT
Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT,OR WARRANTY
WITH RESPECT THERETO. In no event shall Lessor be liable for any incidental, indirect, special or
consequential damage in connection with or arising out of this Agreement or the existence, furnishing,
functioning or Lessee's use of any item of Equipment.
Section 10.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-
fact during the Lease Term, so long as Lessee shall not be in default hereunder,to assert from time-to-time
whatever claims and rights, including warranties of the Equipment, if any which Lessor may have against
the Vendor of the Equipment. Lessee's sole remedy for the breach of such warranty, indemnification or
representation shall be against the Vendor of the Equipment, and not against the Lessor,.nor shall such
matter have any effect whatsoever on the rights of Lessor with respect to this Agreement, including the
right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes,
and has made, no representation or warranties whatsoever as to the existence or availability of such
warranties of the Vendor of the Equipment.
Section 10.03. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment
improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by
this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the installation and
operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without
limitation, with respect to the use, maintenance and operation of each item of the Equipment)with all laws
of the jurisdictions in which its operations involving any item of Equipment may extend and any legislative,
executive, administrative or judicial body exercising any power or jurisdiction over the items of the
Equipment; provided, however, that Lessee may contest in good faith the validity or application of any such
law or rule in any reasonable manner which does not, in the reasonable opinion of the Lessor, adversely
affect the estate of Lessor in and to any of the items of the Equipment or its interest or rights under this
Agreement.
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ARTICLE XI OPTION TO PURCHASE
Section 11.01 At the request of Lessee, Lessor's interest in the Equipment and additional Rental Payments
will be terminated and this Agreement shall terminate:
(a) At the end of the final Renewal Term, upon payment by Lessee of all Rental Payments scheduled as
set forth in Exhibit E to this Agreement; or
(b) if the Lease Term is terminated pursuant to Article IX of this Agreement, in the event of total damage,
destruction or condemnation of the Equipment; or
(c) any time when Lessee is not on such date in default under this Agreement, upon payment by Lessee
of the then applicable Purchase Price to Lessor.
Upon the occurrence of any of such events, Lessor shall, if requested by Lessee, deliver a Bill of Sale of
its remaining interest in the Equipment to Lessee "AS IS -WHERE IS" without additional cost or payment
by Lessee.
ARTICLE XII ASSIGNMENT,SUBLEASING,INDEMNIFICATION MORTGAGING AND SELLING
Section 12.01. Assignment by Lessor. This Agreement, and the rights of Lessor hereunder, may be
assigned and reassigned in whole or in part to one or more assignees and subassignees by Lessor at any
time subsequent to its execution, without the necessity of obtaining the consent of Lessee; provided,
however, that no such assignment or reassignment shall be effective unless and until (i) Lessee shall have
received notice of the assignment or reassignment disclosing the name and address of the assignee or
subassignee, and (ii) in the event that such assignment is made to a bank or trust company as trustee for
holders of certificates representing interests in this Agreement, such bank or trust company agrees to
maintain, or cause to be maintained, a book-entry system by which a record of names and addresses of
such holders as of any particular time is kept and agrees, upon request of the Lessee, to furnish such
information to Lessee. Upon receipt of notice of assignment, Lessee agrees to keep a written record
thereof, and to make all payments to the assignee designated in the notice of assignment, notwithstanding
any claim, defense, setoff or counterclaim whatsoever(whether arising from a breach of this Agreement or
otherwise) that Lessee may from time to time have against Lessor, or the assignee. Lessee agrees to
execute all documents which may be reasonably requested by Lessor or its assignee to protect their
interests in this Agreement.
Section 12.02. No Sale, Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee
in the Equipment may not be sold, assigned or encumbered by Lessee without the prior written consent of
Lessor.
Section 12.03. Lessee Negligence. To the extent permitted by the laws and Constitution of the State,
Lessee shall protect and hold harmless Lessor from and against any and all liability, obligations, losses,
claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith,
including,without limitation, counsel fees and expenses, penalties and interest arising out of or as the result
of the entering into this Agreement, the ownership of any item of the Equipment, the ordering, acquisition,
use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment or
any accident in connection with the operation, use, condition, possession, storage or return of any item of
the Equipment resulting in damage to property or injury to or death of any person, to the extent that such
liability, obligation, loss, claim or damage arises out of or is proximately caused by the negligent conduct of
Lessee, its officers, employees or agents. The obligation of Lessee arising under this paragraph shall
continue in full force and effect notwithstanding the full payment of all other obligations under this
Agreement or the termination of the Lease Term for any reason.
ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES
Section 13.01. Events of Default Defined. The following shall be "events of default" under this Agreement
and the terms "event of default" and "default" shall mean, whenever they are used in this Agreement, any
one or more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the
time specified herein;and
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be
observed or performed, other than as referred to in Section 13.01 (a), for a period of 30 days after written
notice, specifying such failure and requesting that it be remedied as given to Lessee by Lessor, unless
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Lessor shall agree in writing to an extension of such time prior to the expiration, provided, however, if the
failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably
withhold its consent to an extension of such time if corrective action is instituted by Lessee within the
applicable period and diligently pursued until the default is corrected.
(c) The filing by Lessee of a voluntary petition in bankruptcy, or failure by Lessee promptly to lift any
execution, garnishment, or attachment of such consequence as would impair the ability of Lessee to carry
on its governmental function or adjudication of Lessee as a bankrupt or assignment by Lessee for the
benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the approval
by a court of competent jurisdiction of a petition applicable to Lessee in any proceedings instituted under
the provisions of the Federal Bankruptcy Statute, as amended, or under any similar acts which may
hereafter be enacted.
The foregoing provisions of this Section 13.01 are subject to (i) the provisions of Section 6.07 hereof with
respect to nonappropriation; and (ii) if by reason of force majeure Lessee is unable in whole or in part to
carry out its agreement on its part herein contained, other than the obligations on the part of Lessee
contained in Article VI hereof, Lessee shall not be deemed in default during the continuance of such inability.
The term "force majeure" as used herein shall mean, without limitation, the following: acts of God; strikes,
lockouts or other employee relations disturbances; acts of public enemies; orders or restraints of any kind
of the government of the United States of America or the state wherein Lessee is located or any of their
departments, agencies or officials, or any civil or military authority, insurrections; riots; landslides;
earthquakes;fires;storms;droughts;floods; or explosions.
Section 13.02. Remedies on Default. Whenever any event of default referred to in Section 13.01 hereof
shall have happened and be continuing, Lessee agrees to return the equipment to Lessor and Lessor shall
have the right at its sole option without any further demand or notice, to take either one or both of the
following remedial steps:
(a) Accept surrender from Lessee of the equipment for sale or release by Lessor in a commercially
reasonable manner. All proceeds of such sale or re-letting shall inure to Lessor, provided, however, if such
proceeds after deduction of Lessor's reasonable costs and expenses, including attorneys'fees, incurred to
recover possession, restore or clean-up and sell or release the equipment, exceed an amount equal to the
sum of the past due but unpaid Rental Payments and an amount equal to the then applicable purchase
price, Lessor shall remit the amount of such excess to Lessee;or
(b) Institute an action in a court of competent jurisdiction to recover Lessor's compensatory damages
resulting from Lessee's default.
Lessor agrees that it shall not have a right to seek any remedy of specific performance nor. shall Lessor
have any"self-help"right to take possession of the equipment absent Lessee's voluntary surrender thereof.
Section 13.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended
to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy
give under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise
any right or power accruing upon any default shall impair any such right or power or shall be construed to
be a waiver hereof, but any such right and power may be exercised from time to time and as often as may
be deemed expedient.
ARTICLE XIV MISCELLANEOUS
Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently
given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the
parties at their respective places of business.
Section 14.02. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon
Lessor and Lessee and their respective successors and assigns.
Section 14.03. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
Section 14.04. Amendments. The terms of the Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever except by written instrument signed by the Lessor
and the Lessee.
Section 14.05. Execution in Counterparts. This Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the same instrument.
8
Section 14.06. Delayed Closing. In the event of a delayed closing, Lessor shall receive as additional
compensation any amount that accrues between the Commencement Date and the Closing Date.
Section 14.07. Applicable Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
Section 14.08. Captions. The captions or headings in this Agreement are for convenience only and do not
define, limit or describe the scope or intent of any provisions of sections of this Agreement.
Section 14.09. Entire Agreement. This Agreement and the executed Exhibits attached hereto constitute
the entire agreement between Lessor and Lessee. No waiver, consent, modification or change of terms of
this Agreement shall bind either party unless in writing signed by both parties, and then such waiver,
consent, modification or change shall be effective only in the specific instance and for the specific purpose
given. There are no understandings, agreements, representations or warranties, express or implied, not
specified herein, regarding this Agreement or the equipment leased hereunder.
Section 14.10. Counterparts; Electronic Signature. This Agreement may be signed by the parties in
counterparts which together shall constitute one and the same agreement among the parties. Each party
hereby acknowledges and agrees that this Agreement constitutes an Electronic Record and may be
executed using Electronic Signatures (including, without limitation, facsimile, .pdf and DocuSign) and shall
be considered original signatures for all purposes, and shall have the same legal effect, validity and
enforceability as a paper record. For purposes hereof, "Electronic Record"and "Electronic Signature"shall
have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to
time.
Section 14.11. Correction of Documents. Lessee agrees to execute and deliver, or provide, as required
by Lessor, any documents and information, from time to time, that may be necessary for the purpose of
correcting any errors or omissions in this Agreement or to reflect the true intent of Lessor in this transaction.
All such documents and information must be satisfactory to Lessor.
Section 14.12 WAIVER OF JURY TRIAL. Lessee and Lessor hereby irrevocably waive any right to a jury
trial with respect to any matter arising under or in connection with this Agreement and agree that any dispute
shall be determined by a court sitting without a jury.
Section 14.13. Performance Bonds. If requested by Lessor to facilitate payments to vendors in advance
of delivery and acceptance,Lessee agrees to require the Equipment manufacturer,and all other contractors
and/or subcontractors (collectively, "Contractors")with whom Lessee has contracted for the acquisition of
the Equipment, to provide performance bond satisfactory to Lessor conditioned upon the construction of
the Equipment as expeditiously as reasonably possible from the date of execution of such Lease and also
conditioned upon delivery of possession of the Equipment to the Lessee free and clear of all liens and
encumbrances,except the security interest granted to Lessor under the Lease-Purchase Agreement. Each
such bond shall be in a form and with a surety acceptable to Lessor and shall name Lessor as a dual
obligee. The Lessee shall proceed promptly to pursue diligently any remedies available against a
Contractor that is in default under any agreement relating to the acquisition and construction of the
Equipment and/or against each surety on any bond securing the performance of such Contractor's
obligations with respect to the acquisition and construction of the Equipment. The Lessee and Lessor shall
cause the net proceeds recovered by way of the foregoing to be applied, at Lessor's option, to (i) the
completion of the Equipment, or (ii) the payment of all rent payments then due plus the then applicable
Termination Balance. Any balance of net proceeds remaining after completion of Equipment construction
or payment of the outstanding balance owed under the applicable Lease shall be paid promptly to Lessee.
Section 14.14. Time is of the Essence. Lessor and Lessee agree that time is of the essence of all
provisions of each Lease entered into under this Agreement.
Section 14.15. Books, Records and Documents. Lessor shall maintain all books, records, and documents
directly pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Records shall be retained for a period of seven years from the termination
of this agreement or for a period of three years from the submission of the final expenditure report as per 2
CFR §200.334, whichever is greater. Each party to this Agreement or its authorized representatives shall
have reasonable and timely access to such records of each other party to this Agreement for public records
purposes during the term of the Agreement and for seven years following the termination of this Agreement.
Section 14.16 Nondiscrimination. The parties agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action on the part
of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida
9
statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not
limited to: 1)Title VII of the Civil Rights Act of 1964(PL 88-352),which prohibit discrimination in employment
on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of
1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of
sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits
discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC §§
6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment
Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL
91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The
Public Health Service Act of 1912,§§523 and 527(42 USC§§690dd-3 and 290ee-3),as amended,relating
to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42
USC§§ 3601 et seq.),as amended,relating to nondiscrimination in the sale, rental or financing of housing;
9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101 Note), as amended from time to time,
relating to nondiscrimination on the basis of disability; 10)Monroe County Code Chapter 14,Article II,which
prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; and 11) All requirements imposed by or
pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the
Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation-
Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; and 12)
Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,
or the subject matter of,this Agreement.
Section 14.17 Ethics Clause. Contractor warrants that he/it had not employed, retained or otherwise had
act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of
Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-
1990. For breach or violation of this provision the County may, in its discretion, terminate this contract
without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise
recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County
officer or employee.
Section 14.18 Public Records Compliance. The Lessor and Lessee shall allow and permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Lessor and
Lessee in conjunction with this Agreement; and the Lessor shall have the right to unilaterally cancel this
Agreement upon violation of this provision by Lessee.
Section 14.19 Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes,
the participation of the Lessee and Lessor in this Agreement and the acquisition of any commercial liability
insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall
not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into
by the Lessee be required to contain any provision for waiver.
Section 14.20 Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms,
or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the Lessee and the Lessor agree that
neither the Lessee nor the Lessor or any agent, officer, or employee of either shall have the authority to
inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities,
have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the
community in general or for the purposes contemplated in this Agreement.
Section 14.21 Attestations. Lessor agrees to execute such documents as Lessee may reasonably require,
to include a Public Entity Crime Statement, an Ethics Statement, a Vendor Certification Regarding
Scrutinized Businesses and an Affidavit Attesting to Noncoercive Conduct for Labor and Services.
Section 14.22 No Personal Liability. No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of Lessee in his or her individual
capacity,and no member,officer,agent or employee of Lessee shall be liable personally on this Agreement
or be subject to any personal liability or accountability by reason of the execution of this Agreement.
Any terms and conditions of any purchase order or other document submitted by Lessee in connection with
this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will
10
not be binding on Lessor and will not apply to this Agreement. Lessee by the signature below of its
authorized representative acknowledges that it has read this Agreement, understands it, and agrees to be
bound by its terms and conditions.
IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name and by its duly
authorized officer, and Lessee has caused this Agreement to be executed in its corporate name and by its
duly authorized officer. All of the above occurred as of the date first written below; this Agreement shall be
binding on Lessee beginning on the date it is accepted and executed by Lessor.
LESSOR: -a--n. , Inc.
By: kfria—4
Br. . Meyers
Title: MP President
Date: 1L, ( c. u(
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ADDENDUM TO MASTER LEASE PURCHASE AGREEMENT (FLORIDA)
This Addendum to Lease Purchase Agreement (this "Addendum") is supplemental to and
made a part of the Lease Purchase Agreement dated as of December 18, 2024 (the "Agreement")
between Leasing 2, Inc. ("Lessor") and Monroe County, a political subdivision of the State of
Florida. ("Lessee").
Capitalized terms used in this Addendum without definition shall have the meanings set
forth in the Agreement, unless the context hereof otherwise specifically requires. This Addendum
is to be construed as supplemental to, and part of,the Agreement. In the event of any inconsistency
between the Agreement and this Addendum, the terms and provisions of this Addendum shall
prevail. Notwithstanding the terms and conditions contained in the Agreement, and to the limited
extent hereof, the parties agree as follows:
1. Lessor shall not have a security interest in the Equipment.
2. Lessor shall not have the right to involuntarily dispossess Lessee of Lessee's
interests in or right to use the Equipment. Lessor waives any right to specific performance of
Lessee's covenant to return possession of the Equipment to Lessor if Lessee defaults or exercises
its right not to appropriate funds to make Payments.
3. Lessee agrees that it will give all notices and file all reports with the State Division
of Finance as may be required in connection with the Agreement by Florida Statutes Annotated
Section 218.38 and the rules adopted thereunder.
4. Any provision of the Contract to the contrary notwithstanding, Florida law shall
apply herein and in the interpretation and enforcement of the Contract without regard to Florida's
choice of law rules and the County does not waive the County's home venue privilege as provided
by Florida law. Accordingly, the venue for any action on the contract shall be the court of
appropriate jurisdiction in Monroe County, Florida. Any provision of the Contract to the contrary
notwithstanding, County does not consent to submission to arbitration, binding or otherwise, for
resolution of any claim under the contract.
5. Any provision of the Contract to the contrary notwithstanding, the County shall
have no obligation to make payments under the Contract in any fiscal year in which the County's
Board of County Commissioners has failed to appropriate funds for the Contract in the County's
budget in accordance with the County's statutory budget process. In the event that funds are not
appropriated for the Contract,then the Contract shall terminate as of September 30 of the last fiscal
year for which funds were appropriated. The County shall notify the Lessor in writing of any such
non-appropriation of funds at the earliest practical date.
6. Any provision of the Contract to the contrary notwithstanding,the County does not
pledge the full faith and credit of the County, nor does the County pledge any ad valorem taxes or
other moneys other than moneys lawfully appropriated by the County's Board of County
Commissioners from time to time. Lessor shall not have the right to require or compel the
County's Board of County Commissioners to exercise the County's ad valorem taxing power or
appropriate any funds to obtain the payment or performance of any of the County's obligations
created by the Contract.
7. Any provision of the Contract to the contrary notwithstanding, the parties mutually
and forever waive the right to recover any consequential, incidental, indirect, special or punitive
damages, including, without limitation, loss of future revenue, income or profits, in any legal
proceeding(s) arising out of or relating to the Contract. This waiver shall apply to legal actions
sounding in both contract and tort and shall apply whether or not the possibility of such damages
has been disclosed in advance or could have been reasonably foreseen. This provision shall survive
the termination of the Contract.
Except as specifically modified by this Addendum, all terms and conditions contained in
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF the parties hereto,by their authorized signatories,have executed
this Addendum at the date set forth below their respective signatures.
LESSOR: LE: .ING 2,INC.
By: fb.
Name: 1 Brad Meyers
President
Title:
Date: (2 . ( (os'z
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� ATa , � KEVIN MADOK, MONROE COUNTY BOARD
K. MONROE COUNTY,FLORIDA OF COUNTY COMMISSIONERS
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EXHIBIT A
RESOLUTION NO. 282 -2024
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA
WAIVING PURCHASING POLICY AND PROCEDURES
AND ACCEPTING THE PROPOSAL OF LEASING 2, INC.
TO PROVIDE THE COUNTY WITH LEASE-PURCHASE
FINANCING WITH RESPECT TO ONE OSHKOSH
STRIKER 6 BY 6 SNOZZLE R50 ARFF TRUCK FOR KEY
WEST INTERNATIONAL AIRPORT; AUTHORIZING
THE EXECUTION AND DELIVERY OF AN EQUIPMENT
PROPOSAL; AUTHORIZING THE EXECUTION AND
DELIVERY OF A LEASE FINANCING PROPOSAL;
AUTHORIZING THE EXECUTION AND DELIVERY OF A
LEASE PURCHASE AGREEMENT; AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ESCROW
AGREEMENT; AUTHORIZING THE EXECUTION AND
DELIVERY OF AN ADDENDUM TO LEASE CONTRACT
AND THE APPOINTMENT OF AN ESCROW AGENT
THERETO; AUTHORIZING THE EXECUTION AND
DELIVERY OF A LEASE ADDENDUM; DELEGATING
CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF
THE COUNTY; AUTHORIZING THE EXECUTION AND
DELIVERY OF OTHER DOCUMENTS IN CONNECTION
THEREWITH; AND PROVIDING FOR AN EFFECTIVE
DATE FOR THIS RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found
and determined that:
(A) In order to improve and maintain the health, safety and welfare of Monroe
County, Florida (the "County") and its citizens and visitors, it is necessary and desirable to
acquire one Oshkosh Striker 6 by 6 Snozzle R50 ARFF Truck (the "ARFF Truck") to be
used by the Monroe County Airports Department at the Key West International Airport
(Airport), as such ARFF Truck is more particularly described in the equipment proposal
which is attached hereto as Exhibit A.
(B) The Airports financial advisor, Frasca & Associates LLC (the "Financial
Advisor"), reviewed the financing proposal and opined that the terms being offered by
Leasing 2, Inc. were favorable to the County.
(C) In the current environment the cost of purchasing an ARFF vehicle has been
increasing dramatically and has resulted, in the period of one year, in an increase of
$168,900 for the purchase of the required ARFF Truck. Notwithstanding the increase in
the purchase price of the ARFF Truck, the cost of financing has become more favorable
with the net result being that the net effective rate to finance the purchase of the ARFF
Truck decreased to 4.10% versus 4.85% one year ago.
(D) It is in the best interests of the County to lock in the purchase price for the
ARFF vehicle before any further increases occur. It is also in the best interests of the
County to lock in the favorable, lower interest rate for financing the purchase of the ARFF
truck,waive purchasing policy and procedures as to the lease financing and accept the lease
financing proposal submitted by Leasing 2,Inc. attached hereto as Exhibit B.
(E) The County's payment obligations under the Lease-Financing Agreement
shall be repaid solely from legally available Airport revenues of the Airport operating
revenues that are budgeted and appropriated on an annual basis in the manner and to the
extent provided in the Lease-Purchase Agreement and the payment obligations of the
Airport under the Lease-Purchase Agreement shall not constitute a general obligation of
the County or a pledge of any of its faith and credit or taxing power. Leasing 2 Inc. shall
never have the right to compel the ad valorem taxing power of the County to make any
payments under the Lease-Purchase Agreement.
SECTION 2. DEFINITIONS. When used in this Resolution, the terms
defined in the Line of Credit Agreement shall have the meanings therein stated, except as
such definitions may be hereinafter amended and defined.
The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms shall refer to this Resolution.
Words importing the singular number include the plural number, and vice versa.
SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Constitution of the State of Florida, Chapter
125,Florida Statutes, and other applicable provisions oflaw.
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the provision of the Lease-Financing Agreement, the provisions of this
Resolution shall be a part of the contract of the County with Leasing 2, Inc. and shall be
deemed to be and shall constitute a contract between the County and Leasing 2, Inc. The
provisions, covenants and agreements herein and in the Lease-Financing Agreement set
forth to be performed by or on behalf of the County shall be for the benefit, protection and
security of Leasing 2, Inc.
SECTION 5. AUTHORIZATION OF THE ARFF TRUCK. The
acquisition and equipping of the ARFF Truck and the financing thereof pursuant to the
Lease-Financing Agreement are hereby authorized and approved.
SECTION 6. ACCEPTANCE OF PROPOSAL. The County hereby
accepts the Equipment Proposal of Ten-8 for the ARFF Truck and the Financing Proposal
of Leasing 2, Inc. to provide the County with the Lease-Financing Agreement to finance
costs of the ARFF Truck. The Mayor, the Executive Director of Airport and/or the County
Administrator are each hereby authorized to execute and deliver the Equipment Proposal
to Ten-8 and the Finance Proposal to Leasing 2, Inc., all of the terms and provisions of
which are hereby approved, and all actions previously taken by officials and employees of
the County with respect to the Proposal are hereby ratified and approved.
SECTION 7. APPROVAL OF LEASE-PURCHASE AGREEMENT.
The terms and provisions of the Lease-Purchase Agreement in substantially the form
attached hereto as Exhibit C are hereby approved, with such changes, insertions and
additions as the Executive Director of Airports and/or County Administrator, upon the
advice of the County Attorney, may approve. The County hereby authorizes the Mayor to
execute and deliver, and the Clerk of the Circuit Court and Comptroller in and for the
County (the "Clerk") to attest and affix the County seal to, the Lease-Purchase Agreement
substantially in the form attached hereto as Exhibit C, with such changes, insertions and
additions as may be approved, their execution thereof being evidence of such approval.
The Mayor, the Clerk, the County Administrator and each of their designees are each
authorized to take such action as is necessary to carry out the rights and obligations of the
County under the Lease-Finance Agreement and shall each be considered an "authorized
representative" of the County for purposes of the Lease-Finance Agreement.
SECTION 8. APPROVAL OF ESCROW AGREEMENT. The terms and
provisions of the Escrow Agreement in substantially the form attached hereto as Exhibit D
are hereby approved, with such changes, insertions and additions as the Executive Director
of Airports and/or County Administrator, upon the advice of the County Attorney, the
County's Bond Counsel and the Financial Advisor, may approve. The County hereby
authorizes the Mayor to execute and deliver, and the Clerk to attest and affix the County
seal to, the Escrow Agreement substantially in the form attached hereto as Exhibit D, with
such changes, insertions and additions as may be approved, their execution thereof being
evidence of such approval. Zions Bancorporation, National Association is appointed as
the initial escrow agent under the Escrow Agreement. The Mayor, the Clerk, the County
Administrator and each of their designees are each authorized to take such action as is
necessary to carry out the rights and obligations of the County under the Escrow Agreement
and shall each be considered an "authorized representative" of the County for purposes of
the Escrow Agreement. The Clerk shall approve all disbursements from the escrow
account.
SECTION 9. APPROVAL OF ADDENDUM TO LEASE CONTRACT.
The terms and provisions of the Addendum Lease Contract (the "Lease Addendum") in
substantially the form attached hereto as Exhibit E are hereby approved, with such changes,
insertions and additions as the Executive Director of Airports and/or County Administrator,
upon the advice of the County Attorney, the County's Bond Counsel and the Financial
Advisor, may approve. The County hereby authorizes the Mayor to execute and deliver,
and the Clerk to attest and affix the County seal to, the Lease Addendum substantially in
the form attached hereto as Exhibit E, with such changes, insertions and additions as may
be approved, their execution thereof being evidence of such approval. The Mayor, the
Clerk, the County Administrator and each of their designees are each authorized to take
such action as is necessary to carry out the rights and obligations of the County under the
Lease Addendum and shall each be considered an "authorized representative" of the
County for purposes of the Aircraft Addendum.
SECTION 10. LIMITED OBLIGATION. The obligation of the
County to make lease payments under the Lease-Finance Agreement is a limited and
special obligation of the County payable from legally available revenues budgeted and
appropriated in the manner and to the extent set forth in the Lease-Finance Agreement and
shall not be deemed a pledge of the faith and credit or taxing power of the County and such
obligation shall not create a lien on any property whatsoever of or in the County, including
but not limited to the ARFF Truck. Leasing 2, Inc. shall never have the right to compel
the ad valorem taxing power of the County to make any payments under the Lease-Finance
Agreement. The lease does not constitute a debt or bond but is a year-to-year lease subject
to annual appropriation by the Board.
SECTION 11. GENERAL AUTHORIZATION. The Mayor, the
Clerk and the County Administrator are authorized to execute and deliver such documents,
instruments and contracts, whether or not expressly contemplated hereby, and the County
Attorney, Bond Counsel, the Financial Advisor and other employees or agents of the
County are hereby authorized and directed to do all acts and things required hereby or
thereby as may be necessary for the full, punctual and complete performance of all the
terms, covenants, provisions and agreements herein and therein contained, or as otherwise
may be necessary or desirable to effectuate the purpose and intent of this Resolution.
SECTION 12. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
: • :. :PASSED: AND ADOPTED.by:the,:Board;of:County:•Commissioners of'Monroe •'' '•• • : :1
• . ; County;•.Florida,..at:a• regular;meeting'of:said Board.held on the•11 th:day-•of:September• • : • r• •
:2024: : • "
'
Mayor 'll R h ' •
.. . •
• .. . • • Holly.Merri . .asc ein. • . : ' -• .• ' •• Yes ' . ' : ... . ' '• -.. . '
• •M yor'Pro.Tern Jam• es:K:•.Scholl. : : ' ..•Yes ,: ' :' ,
.
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EXHIBIT B
BOARD OF COUNTY COMMISSIONERS
County of IIVIonroee' v Mayor Merrill Raschein District 5 .
The Florida:Ke S ::� - :-:: :� Mayor Pro Tern James K. Scholl,District 3
y r: - Craig Cates,District 1
Michelle Lincoln District 2
Robert B.Shilhinger,County Attorney David Rice,District 4
Pedro J.Mercado,Sr.Assistant.County Attorney**
Cynthia L.Hall,Sr.Assistant County Attorney** •
Office of the CountyAttorney Christine Limbert=Barrows,Sr.� Assistant County Attorney** -.- �- � : �.
::-
Derek V.Howard,Sr:Assistant County Attorney** 1111 12th Street,Suite 408... _
Key33.
Peter H.Morris,Assistant County Attorney** ... - - West,FL 040 ... � -� -� - - � �� -� -
Patricia Eables,Assistant County Attorney :: (305)292-3470 Office
Joseph X.DiNovo,Assistant County Attorney** (305)292-3516 Fax
Kelly Dugan,Assistant County Attorney
Nathalia Archer,Assistant County Attorney
Anjelica Harden-Ivanoski,Assistant County Attorney
**Board Certified in.City,County&Local Govt.Law . . .
OPINION OF LESSEE'S COUNSEL
LESSEE: Monroe County,Florida
DATE OF AGREEMENT:. December:18,:2024
Leasing 2,Inc.
1720 West Cass Street
Tampa,FL 33606-1230
Ladies/Gentlemen: •
As counsel for Monroe County, Florida ("Lessee"), I have examined duly executed originals of
the Lease-Purchase Agreement and Escrow Agreement, if applicable (the "Agreement"), between Lessee
and Leasing 2, Inc. ("Lessor"), dated as of December 18, 2024 and the proceedings taken:by Lessee to
authorize and execute the Agreement. Based upon such examination and upon:such other:examination as .
I have deemed necessary or appropriate, I am of the opinion that:
1. Lessee is-a public body corporate and politic,legally existing under:the laws of the State of: Florida.
2. The Agreement .has been duly::authorized, executed :and delivered by Lessee, pursuant :to
Constitutional, statutory and/or home rule provisions which authorize this transaction and Resolution No.
282-2024, attached as Exhibit A-tote Agreement.
3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with • .
its terms. In the:event the Lessor obtains a judgment against Lessee in:money damages, as a result of an
event of default under.the Agreement, Lessee will be obligated to pay such judgment.
4. Applicable.public procurement requirements as set forth in Monroe County purchasing policies and
procedures have been complied with
5. To the best of my knowledge, no litigation is pending or threatened in any.court or other tribunal, -
state or federal,which questions:or affects the validity of the Agreement.
6. The signature of the officer of Lessee which appears on the Agreement is true and genuine; I know
said officer and know him/her to hold the office set forth below his/her names.
7. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected
to use by Lessee will not be or become fixtures under applicable law.
8. The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes
against either the Lessor or the Lessee during the term of the Lease and the Equipment will be exempt
from any state and local personal property or other ad valorem taxes during the term of the Lease.
This opinion may be relied upon by the addressee hereof and its successors and assignees of interests
in the Lease,but only with regard to matters specifically set forth herein.
Sincerely,
A-Z1—
/Cc: /
P‘dro J. Mercado`
Sr. Assistant County-Mto ey
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
I, J.Ayenti S k.SCistq hereby certify that I am duly qualified and acting Mayor of Monroe County, Florida (the "Lessee"), and
that in my official capacity as such officer, I am responsible for executing and delivering, on behalf of the Lessee, the Lease-Purchase
Agreement dated December 18,2024(the"Agreement"),by and between Leasing 2,Inc.("Lessor")and the Lessee.This Certificate is being
issued pursuant to Section 148 of the Internal Revenue Code of 1986,as amended(the"Code"),and the Treasury Regulations promulgated
thereunder (the "Regulations"). The following facts, estimates and circumstances are in existence on the date of this Certificate or
are reasonably expected to occur hereafter.
1. The Agreement provides for the acquisition and financing of certain equipment described therein (the "Equipment"). Pursuant to the
Agreement, the Lessor is required to lease the Equipment to the Lessee and the Lessee is required to make rental payments with respect
thereto,comprising principal and interest,on the dates and in the amounts set forth therein(the"Rental Payments").
2. On the date hereof,Lessor will deposit into escrow to be held for the benefit of Lessee the amount of$1,519,740.42,which,together
with interest earned thereon until disbursed if necessary,will be used to pay the costs of the Equipment in the amount of$1,519,740.42. In
the event any interest income remains in escrow after payment of such Equipment cost,such amount shall be retained by Lessor as additional
fee income.
3. The Lessee has entered into or will within six(6)months of the date hereof enter into contracts for the acquisition of the Equipment,which
contracts will obligate the payment of all amounts held in escrow.
4. The Equipment will be acquired with due diligence and will be fully acquired on or before January 2027.
5. In any event, all of the spendable proceeds of the Agreement, including amounts held in escrow, will be expended on the Equipment
within three(3)years from the date of execution of the Agreement. No proceeds of the Agreement will be used to reimburse the Lessee for
expenditures made prior to the date of the issuance of the Agreement, unless Lessee shall have complied with the requirements of Section
1.150-2 of the Regulations. If applicable,a copy of Lessee's official intent with respect to such reimbursement is attached hereto as attachment
1.
6. The original proceeds of the Agreement,and the interest to be earned thereon,do not exceed the amount necessary for the governmental
purpose for which the Agreement is issued.
7. The interest of the Lessee in the Equipment has not been,and is not expected during the term of the Agreement,to be sold or otherwise
disposed of by the Lessee.
8. No sinking fund will be maintained by the Lessee with respect to the Rental Payments.
9. The Agreement is not a"hedge bond"within the meaning of Section 149(g)of the Code. The Lessee expects to spend not less than
85%of the spendable proceeds of the Agreement within three years after the date hereof and less than 50%of the proceeds of the Agreement
is invested in Nonpurpose investments having a substantially guaranteed yield for four years or more.
10. In the Agreement the Lessee has covenanted to take all actions necessary to ensure that the interest paid under the Agreement remains
excludable from gross income under the Code. Such covenant includes,without limitation,the requirement to comply with the requirements of
the Code relating to the rebate of arbitrage profit to the United States Government.
11. To the best of the knowledge and belief of the undersigned,the expectations of the Lessee as set forth above,are reasonable;and there
are no present facts,estimates and circumstances which would damage the foregoing expectations.
LESSEE: County,Florida
By: C .6e9k
James K.Scholl
Title: Mayor
Date: t %pee 24
s ' •E OUN ;UORN orMonroe
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EXHIBIT D
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the attached Lease-Purchase Agreement is as follows:
(1)Oshkosh Striker 6x6 Snozzle R50 ARFF Truck,VIN:
together with all additions,accessions and replacements thereto.
Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the"Equipment",
as defined in the attached Lease-Purchase Agreement.
LOCATION OF THE EQUIPMENT:
STREET ADDRESS
CITY,STATE,ZIP
After Lessee signs this Agreement, Lessee authorizes Lessor to insert any missing information or change any inaccurate
information(such as the model year of the Equipment or its serial number or VIN)into the Description of Equipment.
LESSEE: Monroe County,Florida
By: 4 ,k
V.,. 0 90
James K.Scholl
Title: Mayor
Date: I7 D cc Z+it i'.'`7O,,- OUNTY ' it OHN Y
•
0)1
-/ ,,--- /
P..EDRO J. .1 `RC ADO
ASStS►1t4 • ' A ill'Mq' Y
Date I VIZ/ZY
EXHIBIT E
PAYMENT SCHEDULE
LESSEE: Monroe County,Florida
EQUIPMENT COST: $1,519,740.42
COMMENCEMENT DATE: 12/18/2024
INTEREST RATE: 5.19%
PAYMENT PURCHASE
NO. DATE PAYMENT INTEREST PRINCIPAL PRICE*
1 9/25/2026 $224,403.66 $143,741.19 $80,662.47 $1,472,004.55
2 9/25/2027 $224,403.66 $74,741.78 $149,661.88 $1,317,190.68
3 9/25/2028 $224,403.66 $66,968.75 $157,434.91 $1,154,821.89
4 9/25/2029 $224,403.66 $58,792.01 $165,611.65 $984,529.50
5 9/25/2030 $224,403.66 $50,190.59 $174,213.07 $805,926.84
6 9/25/2031 $224,403.66 $41,142.44 $183,261.22 $618,608.38
7 9/25/2032 $224,403.66 $31,624.35 $192,779.31 $422,148.77
8 9/25/2033 $224,403.66 $21,611.92 $202,791.74 $216,101.93
9 9/25/2034 $224,403.66 $11,079.49 $213,324.17 $0.00
Grand Totals $2,019,632.94 $499,892.52 $1,519,740.42
LESSEE: Monroe County,Florida
0 By: o _ •- •
ames K.Scholl
Title: Mayor
Date: I.ki)CC-zeza.if
r. i.,,'-O coU j • H�` •RM
*After payment of Rental Payment due on such date. ;`
' i / /
P.CDP' J.MERCADO
Date
(Zffi'ZV
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned,as Lessee under the Lease-Purchase Agreement(the"Agreement")dated December 18,2024,with Leasing 2,Inc.
("Lessor"),hereby acknowledges:
1. Equipment delivered and accepted: Lessee has received in good condition all of the Equipment
described in the Agreement and in Exhibit D thereto and accepts the Equipment for all purposes this
day of ,201,7
2. Equipment delivery has not yet taken place: The Equipment described in the Agreement and in
Exhibit D thereto, has not been delivered. Lessor has agreed to deposit into an escrow account an
amount sufficient to pay the total cost of the Equipment identified in Exhibit D of the Agreement. Exhibit
E accurately reflects the Lease Amount. Lessee agrees to execute an Acceptance Certificate and
Payment Request Form authorizing payment of the cost of the Equipment,or a portion thereof,for each
withdrawal of funds from the Escrow Account.Lessee's obligation to commence Rental Payments as
set forth in Exhibit E-Payment Schedule is absolute and unconditional as of the Commencement Date,
subject to the terms and conditions of the Agreement. Lessee further acknowledges that the Agreement
is not subject to the successful delivery of the Equipment, and that in the event of non-performance by
the Vendor,Lessee will retain all responsibility for performance under the Agreement.
3. Vendor will be paid in full prior to delivery of equipment: A 100%pre-funding will be made by Lessor
to Vendor of the lease amount identified as"Equipment Cost"on the Exhibit E—Payment Schedule of
the Agreement. Lessee agrees to indemnify and hold Lessor harmless from and against any and all
claims,costs and expenses incurred(including Lessor's attorneys'fees). Lessee further acknowledges
that the Agreement is not subject to the successful delivery of the Equipment, and that in the event of
non-performance by the Vendor, Lessee will retain all responsibility for performance under the
Agreement.
Lessee certifies that Lessee has fully and satisfactorily performed all of its covenants and obligations required under the Agreement, and
confirms that the Agreement will commence as defined by"Commencement Date"in the attached Agreement, and it will commence payments
in accordance with Article VI of the Agreement.
•
The undersigned officer of the Lessee hereby reaffirms on behalf of the Lessee in all respects the covenants of the Lessee set forth in Article
II of the Agreement and represents that, to the best of his or her knowledge, information and belief,the expectations therein expressed were
reasonable as of the Commencement Date,and that there were,and are as of the date on which they were made,and are reasonable as of the
Commencement Date, no facts, estimates or circumstances other than those expressed therein that would materially affect the expectations
expressed therein.
LESSEE: Monroe County,Florida
By: 5e.1.02Q
ames K.Scholl
Title: Mayor
t•/t, /
E COUNT`Y >TTO iY
,� ' AS -M
P.EDRO .MERCADO
ASSISTANT IP, ►. r 1,. EY
Date
EXHIBIT G
ESSENTIAL USE/SOURCE OF FUNDS LETTER
TO: Leasing 2,Inc.
RE: Lease-Purchase Agreement Dated December 18,2024.
Reference is made to certain Lease-Purchase Agreement dated December 18,2024, between Leasing 2,Inc.and Monroe County, Florida,
leasing the personal property described in Exhibit D to such Lease. This confirms and affirms that such equipment is essential to the functions
of the undersigned or to the service we provide to our citizens.
Further,we have an immediate need for,and expect to make immediate use of,substantially all the Equipment,which need is not temporary or
expected to diminish in the foreseeable future. The Equipment will be used by us only for the purpose of performing one or more of our
governmental or proprietary functions consistent with the permissible scope of our authority. Specifically, the Equipment was selected by
us to be used as follows:
Please describe USE of equipment: Airport/Aircraft rescue and firefighting
Sincerely,
5 • , . ,2 DECZ.C)A41-
4/ James K.Scholl,Mayor Date
ti.40,VE COUNTY A ,r ORN -Yir
/ ' 1
/ , .
PEDRO J. ROAD0 ...
ASSISTANT we f, -
Date
EXHIBIT H
DESIGNATION OF BANK QUALIFICATION
In consideration of the mutual covenants of the Lessor and Lessee pursuant to the Lease-Purchase Agreement dated December 18,2024,
(the"Agreement")between Leasing 2,Inc.("Lessor")and Monroe County,Florida("Lessee"),such Agreement is modified as follows:
Lessee certifies that it reasonably anticipates that it and all of its subordinate entities will not issue more than$10,000,000 of"qualified tax-
exempt obligations" (as that term is defined in Section 265(b)(3)(B) of the Internal Revenue Code of 1986 ("the Code") during the current
calendar year.
Further,lessee hereby designates the Agreement as a"qualified tax-exempt obligation"in accordance with Section 265(b)(3)(B)of the Code
so that it is eligible for the exception contained in Section 265(b)(3)of the Code and further certifies for the purpose of the overall limitation of
Section 265(b)(3)(D)of the Code that it and its subordinate entities have not as of this calendar year issued more than$10,000,000 of obligations
which it has designated for these purposes.
All terms contained herein not otherwise defined shall have the same meaning as such terms are used and defined in the Lease.
LESSEE: Monroe County,Florida
By: 14.ge".
ames K. Scholl
Title: Mayor
Date: f 7\1216C. 20Z4
1 1 E COUNTY OhNia
P'' ED A • 0 !`
P.CDPO J.... e
ASSisTANT j ATTORNB
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Oats
EXHIBIT I
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Leasing 2,Inc.("Lessor")hereby gives notice to the Monroe County,Florida("Lessee")that Lessor has assigned all rights to
payments under the Lease-Purchase Agreement,dated as of December 18,2024,between Leasing 2,Inc.("Lessor")and
Monroe County,Florida("Lessee"). Leasing 2,Inc.("Lessor")hereby requests,gives notice and instructs Monroe County,
Florida("Lessee")that payments that hereafter come due pursuant to the Lease-Purchase Agreement be paid to Santander
Bank,N.A.or its Assignee.
Santander Bank, N.A.
P.O.Box 847386
Boston,MA 02284-7386
LESSEE: Monroe County,Florida
By: j'$4aDQ
James K.Scholl
Title: Mayor
Date: ) P c 2b Z.4
MONyi),6,.4. 77:0h,
P.EDRO J.,1
ASSIST ' +`*A NAY A` .11 ',Y
Date
Mi1Z1Z-V
INSURANCE COVERAGE REQUIREMENT
TO: Leasing 2,Inc.and/or its Assigns
1720 West Cass Street
Tampa,FL 33606-1230
FROM: Monroe County,Florida
1100 Simonton Street
Key West,FL 33040
RE: INSURANCE COVERAGE REQUIREMENTS(Check one):
1. In accordance with Section 8.03 of the Agreement,we have instructed the insurance agent named below(please
fill in name,address and telephone number)
AGENCY NAME: VFIS &FMIT
CONTACT NAME: VFIS - Erik Swanson/FMIT - Bobby Livingston
ADDRESS: VFIS, 183 Leader Heights Rd.,York Pa. 17402/FMIT,PO Box 538135,Orlando Fl.32853
CITY/ST/ZIP:
TELEPHONE: VFIS - (717)968-1326/FMIT - (407)367-4016
EMAIL ADDRESS: VFIS-eswanson@vfis.com/FMIT-blivingston@flcities.com to issue:
a.All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form
Loss Payable Clause naming Leasing 2,Inc.and/or its Assigns as Loss Payee.
Coverage Required: Full Replacement Value
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Leasing 2,Inc.and/or its Assigns as an
Additional Insured.
Minimum Coverage Required:
$500,000.00 per person
$1,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
2. Pursuant to Section 8.03 of the Agreement,we are self-insured for all risk, physical damage,and public liability
and will provide proof of such self-insurance in letterform together with a copy of the statute authorizing this form of insurance.
By: • 5aft4
lames K.Scholl
Title: Mayor
Date: VEC-1.024-
1.
-�, ED ORM
stit
P.E MERCADO
ASSISTANT UNTY A 7Y
12,
BILLING INFORMATION
Please indicate below how you would like us to bill you for the lease payments due under this
Agreement, including a contact name, if applicable:
Contact Name: Beth Leto
Company: Key West International Airport
Street Address or Box#:3491 South Roosevelt Blvd.
City, State,Zip: Key West, Florida
County: Monroe
Telephone: (305)809-5239
Fax: ( )
Email Address: Leto-Beth(c monroecounty-fl.gov
Invoice Reference: (1)Oshkosh Striker 6x6 Snozzle R50 ARFF Truck
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Escrow Agreement") is made and entered into as of December 18, 2024 ("Escrow
Agreement Date"), by and among Leasing 2, Inc. or its assigns ("Lessor"), Monroe County, Florida ("Lessee") and Zions
Bancorporation, National Association("Escrow Agent").
RECITALS
WHEREAS, Lessor and Lessee have entered into the Lease-Purchase Agreement dated December 18, 2024 (the
"Lease"), pursuant to which the equipment more particularly described therein (the"Equipment")will be leased to the Lessee under
the terms stated in the Lease;
WHEREAS, Lessor and Lessee desire to make funding arrangements for the acquisition of the Equipment, and Escrow
Agent agrees to serve as escrow agent for such funding and acquisition;
WHEREAS, Escrow Agent is hereby notified that Lessor expects to assign all of its right,title, and interest in and to, but not
its obligations under,the Lease and this Escrow Agreement to Santander Bank, N.A., including, in particular, but without limitation,
and Lessor's right to approve all payment requests submitted by Lessee and Lessor's security interest in the Fund (as defined
herein).
NOW THEREFORE, in consideration of the mutual agreements and covenant herein contained and for other valuable
consideration,the parties hereby agree as follows:
1. Escrow Agent shall undertake the duties and obligations of escrow agent as set forth in this Escrow Agreement. Escrow Agent
shall not be deemed to be a party to the Lease.
2. Lessor has delivered to Escrow Agent the sum of$ 1,519,740.42("Escrow Amount")for deposit by Escrow Agent in an Escrow
Account established in connection with the Lease (the "Fund"). The Fund will be administered by Escrow Agent pursuant to the
terms of this Escrow Agreement. Lessee acknowledges that Escrow Agent may commingle the Escrow Amount held by Escrow
Agent for the benefit of Lessee with other funds held by Escrow Agent for its own account, so long as the Escrow Agent maintains
segregation of the Fund on the books and records of Escrow Agent. The Escrow Amount shall not be the property of the Escrow
Agent, notwithstanding the fact that it may be commingled with other funds of the Escrow Agent.
3. Deposits in the Fund shall be used to pay for the acquisition of the Equipment. The Equipment may be acquired as individual
items or as groups of items. Escrow Agent shall make disbursements from the Fund in payment for the acquisition of each item or
group of items of the Equipment promptly upon receipt of a properly executed Escrow Disbursement Request Form, in the form
attached hereto as "Exhibit A", for that portion of the acquisition of the Equipment for which payment is requested. Upon full
acquisition of an item or group of items of the Equipment, any remaining cost of such item or group of items shall be disbursed
promptly by the Escrow Agent upon receipt of a properly executed Acceptance Certificate and a corresponding Escrow Disbursement
Request Form in the form attached hereto as"Exhibit A",for that portion of the Equipment for which payment is requested. Payment
by Escrow Agent shall be to the payee shown on the Escrow Disbursement Request Form. Escrow Agent may deduct overnight
mailing fees from the Fund prior to any disbursement requested by Lessee in writing to be sent via overnight mail.
4. Lessee shall pay all of the fees, costs and expenses of the Escrow Agent, including as follows, $750.00 One-Time Fee which is
fully earned, non-refundable and payable in arrears from investment interest earnings and with no proration for early termination.
5. Investment: (a) Government Obligations; which means bills, certificates of indebtedness, notes, bonds or similar securities that
are direct obligations of, or the principal and interest of which are unconditionally guaranteed by, the United States of America. (b)
Money Market Funds registered under the Federal Investment Company Act of 1940, as amended, whose shares are registered
under the Securities Act, and which are rated in the highest rating category by S&P, Moody's or Fitch. Providing, however, that
notwithstanding anything herein,the yield on the Fund shall not be allowed to exceed the yield on the Lease. If the yield on the Fund
at any time exceeds the yield on the Lease,the Lessor shall direct the Escrow Agent to invest the Fund in a lower yielding investment
such that no arbitrage is earned on the Fund. Any interest, income, or other amounts received as the result of the investment of the
Escrow Fund shall be added to the account, unless otherwise agreed upon by the Lessor and/or Lessee. Escrow Agent shall not be
responsible or liable for any diminution of principal, interest, or penalty on any investments of the Escrow Fund and any such
diminution or penalty cost shall be the responsibility of the Lessee. Lessor and Lessee acknowledge that Escrow Agent is not
providing investment supervision, recommendations, or advice. No stocks, external exchange-traded mutual funds, or other equity
securities shall be held as assets under this Agreement unless the Lessor shall have confirmed in writing that an outside broker is in
place to facilitate trades. Escrow Agent shall maintain the Fund until termination of the Fund pursuant to Section 6 hereof.
6. Upon execution of one or more Acceptance Certificates by Lessee and payment of acquisition costs by Escrow Agent for all the
Equipment, this Escrow Agreement shall terminate and the Fund shall be closed. If not terminated earlier, this Escrow Agreement
shall terminate and the Fund shall close on the date that is three years after the Escrow Agreement Date("Termination Date"). Upon
termination of this Escrow Agreement and closing of the Fund, Escrow Agent shall transfer all remaining principal in the Fund to
Lessor and such amounts shall be applied by Lessor to Lessee's next Rental Payment. Lessee agrees that any interest earned on
the Escrow Amount held in the Fund in excess of the costs of the Equipment will be paid to Lessee.
7. Lessor and Lessee may by written agreement between themselves remove the Escrow Agent, at any time and for any reason,
and appoint a successor escrow agent. Such removal shall not be effective until thirty(30)days after written notice thereof if provided
to Escrow Agent.
8. Escrow Agent may at any time and for any reason resign as Escrow Agent by giving written notice to Lessor and Lessee of its
intention to resign and of the proposed date of resignation,which date shall be not less than thirty(30)days after giving Lessee and
Lessor written notice of intent to resign, nor less than thirty(30)days after being appointed by Lessor and Lessee.
9. Escrow Agent shall have no obligation under the terms of this Escrow Agreement to make any disbursement except from the
Fund. Escrow Agent makes no warranties or representations as to the Equipment or as to performance of the obligations of Lessor
or Lessee under this Escrow Agreement or the Lease.
10. Escrow Agent shall be entitled to rely in good faith upon any documents signed by a party hereto and shall have no duty to
investigate the veracity of such documents. Escrow Agent(i)may assume that any person giving notice pursuant to the terms hereof
is authorized to do so and(ii)shall not be liable for good faith reliance thereon.
11. Except to the extent it would invalidate the Lease or otherwise be prohibited by law, to secure the payment of all Lessee's
obligations under the Lease, Lessee, grants to Lessor a security interest constituting a first lien on the Escrow Amount and on all
amounts held in the Fund and any proceeds therefrom. Lessee hereby authorizes Lessor to prepare and file such financing
statements, any amendments thereto and other such documents to establish and maintain such first lien and perfected security
interest. Lessee hereby acknowledges the receipt of copies of the financing statements prepared by Lessor and hereby confirms the
accuracy of the information contained therein. Lessee further agrees to execute such additional documents, including affidavits,
notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and
maintain its security interest, and upon assignment,the security interest of any assignee of Lessor, in the Equipment.To the limited
extent required to perfect the security interest granted by Lessee to Lessor in the cash and negotiable instruments from time to time
comprising the Fund, Lessor hereby appoints the Escrow Agent as its security agent, and the Escrow Agent hereby accepts the
appointment as security agent,and agrees to hold physical possession of such cash negotiable instruments on behalf of Lessor.
12. The Lessor and Lessee,to the extent permitted by law, hereby agree to indemnify, defend, protect and hold the Escrow Agent,
its affiliates, its officers, directors, agents and employees, harmless from and against any and all claims, losses, liability, damages,
costs or expenses that the Escrow Agent may suffer or incur arising out of or in connection with the acceptance or administration of
this Escrow Agreement or the performance of its duties hereunder, including reasonable attorneys' fees, but excluding any losses,
liability, damages, costs or expenses due to the Escrow Agent's negligence or willful misconduct or its failure to act in accordance
with the terms of this Escrow Agreement. The Escrow Agent agrees to indemnify, defend, protect and hold the Lessor, its affiliates,
its officers, directors, agents and employees, harmless from and against any and all claims, losses, liability, damages, costs or
expenses that the Lessor may suffer or incur directly arising from the performance of its obligations under this Agreement, subject
to and in an amount not to exceed one(1)year's fees or the Escrow Agent's one-time fee,whichever is greater(based on the fees
paid by the Lessor for the services provided pursuant to this Agreement), in each case, as determined by a court of competent
jurisdiction in a final non-appealable order; provided, that the Lessor shall not be entitled to indemnification hereunder for claims,
losses, liability,damages,costs or expenses arising from Lessor's negligence or willful misconduct or its failure to act in accordance
with the terms of this Escrow Agreement. This indemnity shall survive the termination of this Escrow Agreement or the removal or
resignation of the Escrow Agent.
13. Taxes. Escrow Agent shall not be responsible or liable for the preparation or filing of any reports or returns relating to federal,
state or local taxes relating in any way to this Escrow Agreement, other than for Escrow Agent's own compensation or for the
reimbursement of its own expenses(and then only as required by applicable law).
14. Tax Reporting Documentation. Lessor and Lessee agree that any earnings or proceeds received on, or distributions of,
earnings or proceeds from the Fund during a calendar year period shall be treated as the income of the Fund and shall be reported
on an annual basis by Escrow Agent on the appropriate United States Internal Revenue Service("IRS")Form 1099 (or Form 1042-
S as applicable for a non-United States person),as required pursuant to the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations thereunder. Lessor and Lessee and Escrow Agent agree that Escrow Agent will not be responsible for
providing tax reporting and withholding for payments which are for compensation for services performed by an employee or
independent contractor. Lessor and Lessee shall upon execution of this Escrow Agreement provide to Escrow Agent a completed
and properly executed IRS Form W-9 or Form W-8, as the case may be, or other tax identification number evidence if either Lessor
or Lessee is a government entity, together with any other documentation and information reasonably requested by Escrow Agent in
connection with Escrow Agent's tax reporting obligations under the Code and the regulations thereunder including,without limitation,
a completed and properly executed Form W-9 or Form W-8,as the case may be,for any and all persons to whom any securities,or
funds or proceeds from the Fund, are paid or distributed to in connection Escrow Agent's responsibilities under this Escrow
Agreement (collectively, the "Tax Reporting Documentation"). With respect to Escrow Agent's tax reporting obligations under the
Code and any other applicable law or regulation,the Lessor and Lessee understand, acknowledge,and agree that, in the event that
valid Tax Reporting Documentation is not provided to Escrow Agent, Escrow Agent may be required to withhold tax from the Fund
and report account information on any earnings, proceeds or distributions from the Fund and Lessor and Lessee hereby release
Escrow Agent from any and all liability, costs, expenses, claims or causes of action from or related to any withholding made by
Escrow Agent in connection with the foregoing. Income earnings on the Fund shall be attributable to Lessee unless the Lessor and
Lessee otherwise designate in writing to Escrow Agent. Should Escrow Agent become liable for the payment of taxes,
including withholding taxes relating to any funds, including interest and penalties thereon, held by it pursuant to this
Escrow Agreement or any payment made hereunder, Escrow Agent shall satisfy such liability to the extent possible
.!.ff00,...i: Escrow Account.it,essor..aild::::Letgo jointly and severally,:-agree i tdiy.irideffinify,',.and hold.EOt.O.W...AleriCtldritileS$..,
fipq,:000,0g4ir... :00y't0*,101.0"040.:0;ent:1.•titetes.t.,pen81y....:"or:-,O.ther,Oc*t..0,iff.,:....opoo.4 :thdt.i.:1*.b. -attessed,..41g110S1. 0e(t).*:
Agent.orvior::,w.ip),...rospq:.10„,f;*:F40.4'and r the investment thereof ort1.0 .$,::: :-4,01','..i:-..1.ox'.; late payment, interest, penalty or
0tf.ir.-,0*ij..,6o..,was.:dii.,ese4 oauset,1!•0y,:(Itie,gr:os$:0041,1gert,..0.::.or,‘Al,...iiif..41::.m)stonduct:of:E$0tovy:Agoot, .TtiWii1d01,t7iifit,.. tion,
is...ik00000.0.:t0:•the:ii100r.00.jfiotin:iproVidect,:lb;other sections of 10i5.0.*...AgroortIont.artd...shairsur800411.0:E,r,Oth. tri
or removal :Of.: $.prol";•!...;::f:'.Agent and the ;:termination or ,assignment :of.'t':..i.)'i. ::-...$00-.....w..:,:.Ad',rO.err..i.e0t., Lessor,::'..and::Lessee
00Ki10wr..004 ...: :plot. Escrow Agent cannot mos:0::,,opy.::::.:potims::), under this.:... ......scrow:....A§r0001001,:,,:40..10$.$'...:'(t::t0to....iVOt,':.4
completed and properly executed IRS 1:Form.:W..-4:9:,:or. Form W-4,: 0..$: the case '..t1J04: ;',3.0 for each payee and Ih'.'..0.0 ....0 recipient.
... .
1..'.5..... E::0tit00t!1100 ::LO.:.$:Of#1.7.14:::40$Saa...unddrstart0i,000.0w.104 .0;::000 that'Ojf00.. . :::(104tior:...Opptiable:.:.:,state:law, property
which is abandoned.!:or:•.pro000.0::0..f.:.0000.1:0,0..:.0.,..b.,4btfoned...,:may:,•urt4or'0.61010:00407.i4t00.00:017i0011::to.:,,:;:the applioebto.
.. tate. Escrow,Agent :shaft have: no 400.1.4y. :to'0.4,40t Lessor or Lessee,.::....:their respective:-1.'itit-:§••••, ...10§0.::representatives,
......., . :, ..,
successors,assigns,017.... oy,,cithee party, h:0010.,poy:oi'r:011.:0-,.#*.F00.d.--0-00hoOt;.by-:EQpertiO.o':soitiovv,...
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organized.
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A
3
ESCROW AGREEMENT-Exhibit A
ESCROW DISBURSEMENT REQUEST FORM
Zions Bancorporation, National Association, acting as escrow agent(the"Escrow Agent")under the Escrow Agreement dated as of December 18,
2024, by and among the Escrow Agent, Leasing 2, Inc. ("Lessor")and Monroe County, Florida(" Lessee")(the"Escrow Agreement"), is hereby
requested to pay to the person or corporation designated below as payee the sum set forth below in payment of the acquisition and installation costs
of the equipment described below,which equipment was financed pursuant to that certain Lease-Purchase Agreement dated December 18,2024,
by and between Lessor and Lessee(the"Lease"). The amount shown below is due and payable under the attached vendor invoice(s)of payee with
respect to the described equipment and has not formed the basis of any prior request for payment from the escrow account established under the
Escrow Agreement.
PAYEE:
AMOUNT:
DESCRIPTION OF EQUIPMENT:
INVOICE# DATED:
Indicate Method for Payment Disbursement:
Overnight Check*** Regular Mail Check Wire Funds
Mailing Address: Wire Instructions:
***Please note that there might be a fee charged for overnight delivery.
This fee will be deducted from the escrow balance before disbursement is made.
Lessee: Monroe County,Florida
By:
Name:
Title:
Assignee:Santander Bank,N.A.
By:
Authorized Signer
ACCEPTANCE CERTIFICATE
Lessee hereby acknowledges receipt in good condition of all the equipment described above and included on the attached vendor invoice(s),hereby
accepts such equipment, and hereby certifies that Lessor or its assignee has fully and satisfactorily performed all covenants and conditions to be
performed by it under the Lease with regard to such equipment, that such equipment is fully insured in accordance with Section 8.03 of the Lease
and that such equipment constitutes all or a portion of the Equipment as that term as defined in the Lease.
Date:
Lessee: Monroe County, Florida
By:
Name:
Title:
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a CONTRACTOR,supplier, subcontractor, or CONTRACTOR
under a contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list."
I Y� l
have read the above and state that neither (Respondent's
�?,C� name)
nor any Affiliate has been placed on the convicted vendor li within he last 36 months.
Brad Meyers
(Signature) President
Date: 2• 1
2
STATE OF: 42•--(om- 4--
COUNTY OF: 1 5- 6t)12- j ..�
Subscribed and sworn to (or affirmed) before me, by means o physical presence or El online
notarization, on C .� C) 2-0 t (date) by
fl'\tI2S (name of affiant). He/She is personally known to
p Y
me or has produced (type of identification) as
identification.
)f .
*de_f_S
NOTARY PUBLIC4 7
My Commission Expires:
ANNETTE KEYS
Commission#HH 147034
* Expires June 29,2025
" OF;;.;%* Bonded Thm Troy Fain insurance 800 38S4019
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Project Description(s): Pok Cyi r 0.4e CO k A4Li g L. - ft
Respondent Vendor Name: L et( Nki 1 .
Vendor FEIN: 15- - -Y 9"5't
Vendor's Authorized Representative Name and Title: 13rotr S", 1vete/6-,
Address: 2.-t) tAO. C a n
City.1741,Aki.) State: Zip:
Phone Number: e I 3 -
Email Address: t)-6
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or
entering into or renewing a contract for goods or services of any amount if, at the time of contracting or
renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section
215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also
prohibits a company from bidding on,submitting a proposal for,or entering into or renewing a contract for
goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which
were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified
above in the Section entitled"Respondent Vendor Name"is not listed on the Scrutinized Companies that
Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on
either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector List,or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may
subject company to civil penalties,attorney's fees,and/or costs. I further understand that any contract with
the County may be terminated, at the option of the County, if the company is found to have submitted a
false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a
boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations
in Cuba or Syria.
Certified By:
,who is authorized
to sign on behalf of the abov fenced compa• .
Authorized Signature:
B
Print Name: Brad Meyers
Title: 4111 President
Note: The List are available at the following Department of Management Services Site:
http:///www.dms.myflorida.comlbusiness operations/state purchasinglvendor_informationiconvicted sus
pended_discriminatory_complaints_vendor_lists
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
• FOR LABOR OR SERVICES
Entity/Vendor Name: itL.L.:et...$ .
Vendor FEIN: Sq 3 9 8. 7/ ,
Vendor's Authorized Representative: • `'**417,1 T
id
, (Name and Title)
Address: I1 ?P .
City: , , ,, State: .._... Zip: X
Phone Number: gp -- "' = / 2-
Email Address: k j . 2s (7e2
As a nongovernmental entity executing, renewing, or extending a contract with .
a government entity, Vendor is required to provide an affidavit under penalty of
,perjury attesting that Vendor .does not use coercion for labor or services in
. accordance with Section 787.06, Florida Statutes.
As defined in Section ,787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or
confine any person without lawful authority and against her or his will;
3. Using lending.or other credit methods to establish a debt by any person
when labor or services are pledged as a security for the debt, if the value
of the labor or services as reasonably assessed is not applied toward
the liquidation of the debt, the length and nature of the labor or service
are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or
possessing any actual or purported passport, visa, or other immigration
document, or any other actual or purported government identification
document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule
II of Section 893.03 to any person for the purpose of exploitation of that
person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of
perjury that Vendor does not use coercion for labor or services in accordance
with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida
Statutes, and agrees to abide by same.
Certified By: Br& who is
authorized to sign on beh the aboveeferenced company.
Authorized Signature:
. Print Name: Brad Meyers
Title: President
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
if Leitiehi i 1 ite._ . If
1 (Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without
liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the
former County officer or employee."
0
(Signatre)
B'a a ers
President
Date: ) 11 121
STATE OF: ricv 4 &
COUNTY 1,5 L o�..-- LOF. )411
Subscribed and sworn to (or affirmed) before me, by means of iE h sicalpresence or ❑ online Y p
notarization, on /2 - ( 4, 2-
(date) by \ (.. t(e- (name of affiant). He/She is
personally known to me or has produced :! yVx. ,.,1' (type of
identification) as identification.
i, tr 111-4.„A.1, (-1<;-.4,tc-
NOTA jt,orimm
4‘Y r ..
ANNETTE KEYS
*:' ,s. ;Y Commission 147034 My Commission Expires: 17--C' '-)
"- ;.i-,:ZI Expires June 29,2025
1 f f.n,-F'to Oorded Thru trey Fain Insurance 8004854019
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
Zions Bancorporation, National Association JI
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any
former. County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement without
liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the
former County officer or employee."
Av-unct-
(Signature)
Date:
l 1 ao 3.
A
STATE OF: act
COUNTY OF: LOCI
�h .sicalpresence or ❑ online
Subscribed and sworn to (or affirmed) before me, by means ofp y
notarization, on °(Jem__
7-02
(date) by A1 14/ea (name of affiant). He/She is
£4)�-�� (typepersonally known to me or has produced of
identification) as identification.
•
DAISIE MAX EY
NOTARY PUBLIC#1 484
STATE OF WASHINGTON OTA PUBLIC
COMMISSION EXPIRES i•
OCTOBER 2, MyCommission Ex p irese � b�.`� ^7
2027 = p �,
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: Zions Bancorporation, National Association
Vendor FEIN: 87-0189025
Vendor's Authorized Representative: James Agnew, Vice President
Address: 601 Union Street, Suite 3600
City: Seattle State: WA Zip: 98101
Phone Number: 314-296-4860
Email Address: james.agnewwzionsbancorp.com
As a nongovernmental entity executing, renewing, or extending a contract with
a government entity, Vendor is required to provide an affidavit under penalty of
perjury attesting that Vendor does not use coercion for labor or services in
accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or
confine any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person
when labor or services are pledged as a security for the debt, if the value
of the labor or services as reasonably assessed is not applied toward
the liquidation of the debt, the length and nature of the labor or service
are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or
g
possessing any actual or purported passport, visa, or other immigration
document, or any other actual or purported government identification
document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule
II of Section 893.03 to any person for the purpose of exploitation of that
person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of
perjury that Vendor does not use coercion for labor or services in accordance
with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida
Statutes, and agrees to abide by same.
Certified By: Anna McCully, who is authorized to sign on behalf of the above
referenced company.
Authorized Signature: v� MG 1
g
Print Name: AiNewNa. VA,c.C.,I1
Title: VE Pe,eS
VENDOR
CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Project Description(s): Monroe County,FL-Escrow Financing
Description(s):
Respondent Vendor.Name: Zions Bancorporation,National Association
Vendor FEIN: 87.0.189025
Vendor'sAuthorized Representative Name and Title: James Agnew,Vice President
. ..
Address: 601 Union Street, Suite 3600
State: WA: Zip:
City: Seattle98101 . . . :
.. _ . . ..Phone Number. 314-296-4860 .
Email Address: james.agnewzionsbancorP.cOm
' Florida Statutesprohibits a company an from bidding on, submitting a proposal for, or
Section 287.13 5, p Y
entering into or renewing a contract for goods or services of any amount if, at the time of contracting or
renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section
215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also
prohibits a company from bidding on, submitting a proposal for,or entering into or renewing a contract for
goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which
were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified
above in.the Section entitled "Respondent.Vendor.Name" is not listed on the Scrutinized Companies that
List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on
Boycott Israely
either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities
in
the
Iran Petroleum EnergySector List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may
subject company to civilpenalties, attorney's fees, and/or costs.I further understand that any contract with
y
the County may be terminated, at the option of the County, if the company is found to have submitted a
false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a
boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
p
Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations
in Cuba or Syria.
CertifiedBy: Anna McCully who is authorized
to sign on behalf of the above referenced company.
Authorized Signature:
ya- Cric...al
Print Name: Anna McCully a
Title: Vice President,Zions Bank Division
Note: The List are available at the following Department of Management Services Site:
htt ://www.dms.m florida.corn/business_operations/state_purchasing/vendor information/convicted_sus
pendedddiscriminatory_complaints vendor_Jlists
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR
under a contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list."
I have read the above and state that neither (Respondent's name)
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
-AV\
(Signature)
Date:
I ! 8I;Lo ;L'.1
STATE OF: 44)liTrfrifY1
COUNTY OF: l�l
me, means of h sical presence or ❑ online
Subscribed and sworn to (or affirmed) before by p y
notarization Atekribe4C t44/1
°' L (date) by
rm nd= iiv (name of affiant). He/She is personally known to
me or has produced (type of identification) as
identification.
�AXEY
QA,SIE ` DAO
NOTARY PUBLIC#129484 NOTA 'UBLIC
NO
STATE OF WASHINGTO
COMMISSION EXPIRES My Commission Expires: Z Wz77
OCTOBER 2, 2027:j /