HomeMy WebLinkAboutLease Purchase Agreement 05/21/2025 GVS COURTq c
o: A Kevin Madok, CPA
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�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: May 23, 2025
TO: Cheri Tamborski
Emergency Services
Mayor Bruce Halle
Fire & Ambulance District 1 Board of Governors
FROM: Liz Yongue, Deputy Clerk
SUBJECT: May 21, 2025 BOCC Meeting
The following item has been executed and added to the record:
C29/H3 BOCC Resolution 188-2025 and BOG Resolution 194-2025 waiving the
Monroe County Purchasing Policy Manual in order to procure two (2) Fouts Fire FB-94
Pumpers, one (1) Fouts Fire/Freightliner 3,000 Gallon Water Tanker/Tender and one (1) Fouts
Fire/Kenworth 3,000 Gallon Water Tanker/Tender for Monroe County Fire Rescue (MCFR) and
authorize: 1)the execution of Vehicle Purchase Agreement with South Florida Emergency
Vehicles, LLC per NPPGov Contract 4 PS20225; 2) the execution of the Lease Financing
Proposal jointly prepared by Leasing 2, Inc. (as lessor) and South Florida Emergency Vehicles,
LLC (as distributor); 3)the execution of the Lease-Purchase Agreement with Leasing 2, Inc.;
and 4) the execution the Escrow Agreement upon designation of an approved escrow agent. This
purchase is being financed over a three (3)-year term in the amount of$1,056,606.54 per year,
for an aggregate total of$3,169,819.62. MCFR is also requesting delegation of authority to the
County Administrator, and certain county officials to execute the aforementioned documents, as
well as any associated documents, subject to review for legal form and sufficiency by the County
Attorney, or designee.
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 May 25, 2025
This Lease-Purchase Agreement (the "Agreement") dated as of May 25,2025 by and between Leasing
2, Inc., a Florida corporation with a principal place of business located at 1720 W. Cass Street, Unit B,
Tampa, FL 33606 ("Lessor" or "Contractor"), and Monroe County, Florida ("Lessee" or "County"), a
political subdivision of the State of Florida ("State"), with a principal place of business located at 1100
Simonton Street, Room 2-205, Key West, FL 33040.
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. The exhibits by name/title include: Exhibit A— Resolution, Exhibit B— Legal Opinion Letter, Exhibit
C—Certificate as to Arbitrage, Exhibit D—Description of Equipment, Exhibit E—Payment Schedule, Exhibit
F — Acceptance Certificate, Exhibit G — Essential Use/Source of Funds Letter, Exhibit H — Deleted
(Placeholder Only), Exhibit I—Consent and Acknowledgement of Assignment.
"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.
"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 a 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.
Q) Lessee shall not give up possession or control of the Equipment.
(k) Lessee may change the location of the Equipment without giving prior written notice of the proposed new
location to the Lessor, so long as the Equipment remains within the County (or within the State, for
emergency response purposes whenever Equipment is needed elsewhere pursuant to declared State-of-
Emergency) 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.
(1) 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.
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
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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 XIII; 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 Monroe County's (MCFR) 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. For avoidance of doubt, if funds are insufficient to meet the payment obligations set forth herein
Lessor has no right to compel by judicial action the levy of ad valorem taxation.
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 Monroe County Fire Rescue Headquarters, 7280
Overseas Highway, Marathon, FL 33050, or as the Lessee otherwise designates in writing, 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 amount greater than the amount set forth
as the Equipment Cost.Any changes to the Equipment Costand the Rental Payments must be memorialized
in a duly executed amendment to this Agreement.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
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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 IRS 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 ofany Rental Payment is subject to or affected by any income, preference,
excess profits, minimum or other federal tax based on IRS issuing a statutory notice of deficiency(or other
written communication in effect that the interest component was includable in gross income of the Lessor),
or a court of competent jurisdiction determined that the interest was includable in gross income, or the
County admitted in writing that the interest was so includable, then 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. Notwithstanding the foregoing, Lessee's payments under this Section 6.04 may only
apply prospectively and only with regard to unpaid portions of Exhibit E, the Payment Schedule, (not
retrospectively) and such additional payments may commence only after such determination is made, and
Exhibit E is superseded and replaced by an updated Payment Schedule incorporated into this Agreement
via an amendment hereto. 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. 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. Notwithstanding anything to the contrary herein, Lessor shall not hold a lien, security
interest or encumbrance upon any asset of the Lessee, and Lessee shall have all rights and remedies
available to it should any legal disputes arise hereunder.
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 (internally within the County's standard procedures) 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. Nothing
herein may be construed to deny the Lessor full budgetary flexibility: Monroe County's performance and
obligation to pay under this contract is contingent upon an annual appropriation by the Board of County
Commissioners.
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
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
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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. Title to the Equipment and any and all additions,repairs,replacements
or modifications shall vest in Lessee upon delivery and acceptance of each fire apparatus described as the
Equipment,subject to the express rights of Lessor under this Agreement. In the event of default asset 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 and replacements. 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, excluding the Florida Municipal Insurance Trust, 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, excluding the Florida Municipal Insurance Trust, 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,
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; however, notwithstanding the foregoing, Monroe County's performance and obligation to pay under
this contract is contingent upon an annual appropriation by the Board of County Commissioners.
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
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or (b) title to, or the temporary use of the Equipment or any part thereof or the estate of Lessee 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 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 interests of Lessor in and to any of the items of the Equipment or its interest or rights under this
Agreement. For avoidance of doubt, Lessor shall not hold a lien, security interest or encumbrance upon any
asset of the Lessee.
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.
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Upon the occurrence of any of such events, Lessor shall, automatically, and without further request by
Lessee, deliver a Bill of Sale with respect to 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, subject to the consent of Lessee's governing body which shall not be
unreasonably withheld. Upon receipt of notice of a request for consent to assignment, Lessee agrees to
promptly schedule the matter before the Lessee's governing body, and if approved to make all payments to
the assignee designated in the consent to assignment. Lessee agrees to execute all documents which
may be reasonably requested by Lessor or its assignee to protect their interests in this Agreement,
subject to review at to legal form and sufficiency by counsel for the Lesser.
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 hold harmless Lessor from and against any and all liability, obligations, losses, claims and
damages arising from a dispute related to the ownership of any item of the Equipment,the acquisition, use,
operation, condition, 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
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 maieure 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
7
shall have happened and be continuing, Lessee agrees to return the equipment to Lessor. Upon termination
of the lease, for any reason, the Lessee will be required to transfer possession of, and title to, the
Equipment; however, if the Lessee fails to deliver possession, the Lessor's sole remedy is to seek a
judgment against the Lessee for the unpaid balance due under the lease-purchase agreement. The parties
agree as follows: (a) there is no intention to create a right in the Lessor to involuntarily dispossess the
Lessee of title to or use of the Equipment, (b) the sole remedy of the Lessor for failure of the Lessee to
observe its covenant to voluntarily transfer title to and possession of the Equipment to the Lessor upon an
event of non-appropriation is to sue for compensatory damages calculated in a manner to be set forth in
the lease-purchase agreement, and (c) the Lessor shall waive any right to specific performance of the
Lessee's covenant to transfer title to and possession of the Equipment to the Lessor upon an event of non-
appropriation. The manner of calculating compensatory damages shall be accomplished by adding the
amount of the then applicable Purchase Price set forth in Exhibit E due on such date of termination for non-
appropriation, plus any actual losses (excluding non-economic damages).
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 as indicated on the first page of this Agreement.
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.
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. Reserved.
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
8
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
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; 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 as
applicable; 12)The Pregnant Workers Fairness Act(PWFA)pursuant to 42 U.S.C. 2000gg et seq.; and 13)
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 Lessee shall have the right to unilaterally cancel this
Agreement upon violation of this provision by Lessor.
IF LESSOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE LESSOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT:
MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE
408, KEY WEST, FL 33040, EMAIL:
PUBLICRECORDS@MONROECOUNTY-FL.GOV, OR PHONE: 305-292-
3470.
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
9
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.
A. Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to
Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been
placed on the antitrust violator vendor list (electronically published and updated quarterly by the
State of Florida) following a conviction or being held civilly liable for an antitrust violation may not
submit a bid, proposal, or reply for any new contract to provide any goods or services to a public
entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the
construction or repair of a public building or public work; may not submit a bid, proposal, or reply
on new leases of real property to a public entity; may not be awarded or perform work as a
contractor,supplier,subcontractor,or consultant under a new contract with a public entity; and may
not transact new business with a public entity. By entering this Agreement, Lessor certifies neither
it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement.
False certification under this paragraph or being subsequently added to that list will result in
termination of this Agreement, at the option of the County consistent with Section 287.137, Florida
Statutes, as amended.
B. Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138,
Florida Statutes. Contractor hereby certifies that it: a) has not been placed on the Scrutinized
Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b) has not been placed
on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with
Activities in the Iran Terrorism Sectors List(formerly the Iran Petroleum Energy Sector List); and c)
has not been engaged in business operations in Cuba or Syria. If County determines that
Contractor has falsely certified facts under this paragraph, or if Contractor is found to have been
placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged
in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies
to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The
County reserves all rights to waive certain requirements of this paragraph on a case-by-case
exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1,
2024, the County must not enter into a contract that grants access to an individual's personal
identifying information to any Foreign Country of Concern such as: People's Republic of China, the
Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the
Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless
the Contractor provides the County with an affidavit signed by an authorized representative of the
Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria
in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Beginning
January 1, 2025, the County must not extend or renew any contract that grants access to an
individual's personal identifying information unless the Contractor provides the County with an
affidavit signed by an authorized representative of the Contractor, under penalty of perjury,attesting
that the Contractor does not meet any of the criteria in subparagraphs(2)(a)-(c)of Section 287.138,
Florida Statutes, as may be amended. Violations of this Section will result in termination of this
Agreement and may result in administrative sanctions and penalties by the Office of the Attorney
General of the State of Florida.
C. Foreign Gifts and Contracts. The Contractor must comply with any applicable disclosure
requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b),Florida
Statutes: "In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order
determining a third or subsequent violation by an entity other than a state agency or political
subdivision must automatically disqualify the entity from eligibility for any grant or contract funded
by a state agency or any political subdivision until such ineligibility is lifted by the Administration
Commission [Governor and Cabinet per§14.202, Florida Statutes]for good cause."
D. Public Entity Crimes Statement. Pursuant to Section 287.133(2)(a), Florida Statutes, as amended
from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on
10
the convicted vendor list following a conviction for a public entity crime. If placed on that list,
Contractor agrees: to immediately notify the County and is prohibited from providing any goods or
services to a public entity; it may not submit a bid on a contract with a public entity for the
construction or repair of a public building or public work; it may not submit bids on leases of real
property to a public entity; it may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and, it may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017,
Florida Statutes, for Category TWO ($35,000), as may be amended, for a period of thirty-six (36)
months from the date of being placed on the convicted vendor list.
E. Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the
County if the Contractor or any of its affiliates,as defined by Section 287.134(1)(a), Florida Statutes,
are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes:
"An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a public entity; may not submit
a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public
building or public work; may not submit bids, proposals, or replies on leases of real property to a
public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity; and may not transact business with any public
entity."
F. County Suspended Vendor List. The eligibility of persons to bid for an award of County contract(s),
or enter into a contract, may be suspended pursuant to sec. 2-347(I) of the Monroe County Code
of Ordinances. In the event an eligible person is suspended by the County after the contract is
awarded, or a suspended person is employed to perform work (e.g. subcontractor in a bid or
contract) pursuant to a County contract, same shall constitute a material breach of the contract.
The County, in its sole discretion, may terminate the contract with no further liability to the contractor
beyond payment of the portion of the contract price that may be due for work satisfactorily
completed up to the date of termination,and hereby reserves all other rights and remedies available
at law or in equity.
G. Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury
that the price proposed by Contractor was arrived at independently without collusion, consultation,
or communication for the purpose of restricting competition; and no attempt has been made to
induce another person or entity to submit a proposal, or not submit, for the purpose of restricting
competition in the award of this Contract.
H. E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and
subcontractors must require registration with, and use of the E-verify system in order to verify the
work authorization status of all newly hired employees. Contractor acknowledges and agrees to
utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment
eligibility of: i) All persons employed by Contractor to perform employment duties within Florida
during the term of the contract; and ii) All persons (including
subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to
the contract with the County. The Contractor acknowledges and agrees that use of the U.S.
Department of Homeland Security's E-Verify System during the term of the contract is a condition
of the contract with the County. By entering into this Agreement, the Contractor becomes obligated
to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as
amended from time to time. This includes, but is not limited to, utilization of the E-Verify System to
verify the work authorization status of all newly hired employees, and requiring all subcontractors
to provide an affidavit to Contractor attesting that the subcontractor does not employ, contract with,
or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit
for the duration of this Agreement. Failure to comply with this paragraph will result in the termination
of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor
may not be awarded a public contract for at least one(1)year after the date on which the Agreement
was terminated. Contractor will also be liable for any additional costs to County incurred as a result
of the termination of this Agreement in accordance with this Section. Upon executing this
Agreement, Contractor will provide proof of enrollment in E-verify to the County.
I. Noncoercive Conduct for Labor or Services. As a nongovernmental entity submitting a proposal,
executing, renewing, or extending a contract with a government entity, Contractor is required to
provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for
labor or services in accordance with Section 787.06, Florida Statutes. As an authorized
representative of Contractor, I certify under penalties of perjury that Contractor does not use
11
coercion for labor or services as prohibited by Section 787.06. Additionally, Contractor has
reviewed Section 787.06, Florida Statutes, and agrees to abide by same.
J. Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its
applicable subcontractors do not and will not use any equipment, system, or service that uses
covered telecommunications equipment or services as a substantial or essential component of any
system, or as critical technology as part of any system, as such terms are used in 48 CFR §§
52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies
that Contractor and its applicable subcontractors must not provide or use such covered
telecommunications equipment,system,or services for any scope of work performed for the County
for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such
covered telecommunications equipment, system, or services by a subcontractor at any tier or by
any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2) to
County.
K. False Claims Ordinance. The County reserves all rights available to recuperate monies paid under
this Agreement, including the right to sue for breach of contract and including the right to pursue a
claim for violation of the County's False Claims Ordinance, located at Section 2-721 et al. of the
Monroe County Code of Ordinances, as may be amended from time to time.
L. Choice of Law and Venue. The parties expressly agree that the only laws that apply to this
Agreement are those of the State of Florida and United States of America, without regard to choice
of law principals.The parties waive the privilege of venue and agree that all litigation between them
in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe
County, Florida, and that all litigation between them in the federal courts will take place exclusively
in the United States District Court in and for the Southern District of Florida, or United States
Bankruptcy Court for the Southern District of Florida, whenever applicable. This Agreement shall
not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the Circuit Court of Monroe County, Florida.
M. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, and hold the County,
and the County's elected and appointed officers and employees, harmless from and against any
claims,actions or causes of action, any litigation,administrative proceedings,appellate proceedings,
or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or
business interruption,and any costs or expenses that may be asserted against, initiated with respect
to, or sustained by, any indemnified party by reason of, or in connection with: (A) any activity of the
Contractor or any of its employees, agents, or subcontractors during the term of this Agreement; (B)
the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or
omission of the Contractor or any of its employees, agents, or sub-contractors; or (C) the
Contractor's default in respect of any of the obligations that it undertakes under the terms of this
Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs
or expenses arising solely from the intentional, reckless,or negligent acts or omissions of the County
or any of its employees, agents, or subcontractors (other than the Contractor). Nothing contained
herein is intended, nor may it be construed, to waive County's rights and immunities under the
common law or Section 768.28, Florida Statutes, as amended from time to time. Insofar as the
claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or
circumstances that occur during the term of this Agreement, this section will survive the expiration
of the term of this Agreement or any earlier termination of this Agreement.
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
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.
[Signatures to follow]
12
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 I CONTRACTOR: r,k)
Leasing 2,Inc. By:
S.gnei.ure
Brad Meyers
Print Name &Title
STATE OF FLORIDA
COUNTY OF-411, 012-0e, ,i...._
The foregoing instrument was sworn to/affirmed and acknowledged before me by means of
[37 physical presence or 0 online notarization, this 6‘4° day of JAI*, , 20;kr, by
0 , as jjLL . [President or other Authority Title] of Leasing 2, Inc., a
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LESSEE I COUNTY:
BOARD OF COUNTY COMMISSIONERS OF MO':-OE COUNTY, F 0-1D
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M.4, James K.Scholl
BOARD F GOVERNORS, ARE AND AMBULANCE DI 40ICT 1, MON ' COW,TV, FLOI*1DA:
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Eve M. Lewis,Assistant County Attorney
13
EXHIBIT A
ATTACHMENTS TO RESOLUTION
PURPOSELY OMITTED
EXHIBIT B
ATTORNEY'S OPINION ON LETTERHEAD
BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor James K. Scholl, District 3
Mayor Pro Tern,Michelle Lincoln,District 2
The Florida Keys Craig,(7ates,District I
David Rice,District 4
Robert B.Shilfinger,,Jr.,County Attorney 11olly Merrill Raschein,District 5
Pedro J. Mercado,Chief Assistant County Attorney**
Christine Limbert-Barrows, Sr. Assistant County Attorney**
Derek V. Howard,Sr. Assistant County Attorney" Office of the County Attorney
Peter H. Morris,Assistant County Attorney I I 11 121"Street,Suite 408
Patricia Eables,Assistant County Attorney Key West, FL 33040
Joseph X. DiNovo,Assistant County Attorney** (305)292-3470 Office
Kelly Dugan,Assistant County Attorney (305)292-3516 Fax
AnJelica 1-farden-lvatioski,Assistant County Attorney
Eve M. Lewis,Assistant County Attorney"
Gaelan P.Jones,Assistant County Attorney
Jeni-Lee MacLaughlin,Assistant County Attorney
Ana Walter,Assistant County Attorney
Board Certified in City,County&Local Govt.Law
OPINION OF LESSEE'S COUNSEL
LESSEE: Monroe County, Florida
DATE OF LEASE-PURCHASE AGREEMENT: May 25, 2025
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 (collectively referred to herein as the
"Agreement"), between Lessee and Leasing 2, Inc. ("Lessor"), dated as of May 25, 2025, 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
Nos, 188-2025 and 194-2025, attached as "Exhibit A" to the Lease-Purchase 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
Policy Manual have been complied with.
S. 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(s) of Lessee which appears on the Agreement is true and
genuine; I know said officer(s) and know him/her to hold the office(s) set forth below his/her names.
7. The Equipment [eased 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,
("' " "/
Eve, M. Lewis
Assistant County Attorney
2
EXHIBIT C -..
CERTIFICATE AS TO ARBITRAGE
I, James K.Scholl , 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 May 25,2025(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$2,863,746.43,which,together with
interest earned thereon until disbursed if necessary,will be used to pay the costs of the Equipment in the amount of$2,863,746.43. 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 2026.
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.
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.
�n„r .< r.� ",,J Tn„
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.':t ~ei €;Attu f.Kevi1W� dok, Clerk LESSEE: Monroe County,Florida
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'''`,' ' ,. ,�-=�ti�..f„. Title: . Mayor
Date: c)7ii\-20-15
Approved as to legal form &sufficiency:
Eve M.Lewis da C,'Ozs.os.o 715:17:3 L04'00'
Eve M. Lewis,Assistant County Attorney
EXHIBIT D
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the attached Lease-Purchase Agreement is as follows:
,
(2)FB-94 Pumpers,
(1)Fouts Freightliner M2-112 3000 Gallon Tanker,
(1)Fouts Kenworth T-480 3000 Gallon Tanker,
together with all additions,accessions and replacements thereto,as more specifically described in"Exhibit 1"to the Resolution
adopted by the Monroe County Board of County Commissioners on May 21,2025.
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:Throughout Monroe County, Florida.
After Lessee signs this Agreement, Lessee authorizes Lessor to insert any missing information or update information(such as the
model year of the Equipment or its serial number or VINE into the Description of Equipment.
�r ��`:`� ... h LESSEE: County, Florida
�•� ��� � Monroe FI
;-x,1(,royrr , _A fe$t.4.Ket%1r:,,, adok, Clerk
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+�may+ti'�?s°,`1{ ..fA4.,,,� ,r ���«. _ By:
�: , �a1* �=��, 1 c a i I- 10 James K.Scholl
\ .f r,)`6; a;w�,;;. ,5' .fA o eputy Clerk
gt = ‘ n , / Title Mayor
Date: q12,112-025
Approved as to legal form &sufficiency:
Dlgltally signed by Eve hl.Lewls
Eve Lewis Date:2025.OSA715:1747-04'00'
Eve M. Lewis,Assistant County Attorney
EXHIBIT E
PAYMENT SCHEDULE
LESSEE: Monroe County, Florida
EQUIPMENT COST: $2,863,746.43
COMMENCEMENT DATE: 5/25/2025
INTEREST RATE: 5.25%
PAYMENT PURCHASE
NO. DATE PAYMENT INTEREST PRINCIPAL PRICE*
1 5/25/2026 $1,056,606.54 $150,469.26 $906,137.28 $2,001,596.43
2 5/25/2027 $1,056,606.54 $102,858.27 $953,748.27 $1,022,293.90
3 5/25/2028 $1,056,606.54 $52,745.66 $1,003,860.88 $0.00
Grand Totals $3,169,819.62 $306,073.19 $2,863,746.43
*After payment of Rental Payment due on such date.
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0-7,,, .�;-_�r=,- �ttes Kevi f lladok Clerk LESSEE: ).nroe County,Florida
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' ��° ,-..,,:� �. `,-De v,uty Clerk
" S '....',,' Title: Mayor
Date: C512,112kraS
Approved as to legal form &sufficiency:
Digitally signed by Eve V Lew1s
Eve M.Lewis Date:2O25.O5 715:1&O
Eve M. Lewis,Assistant County Attorney
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned,as Lessee under the Lease-Purchase Agreement(the"Agreement")dated May 25,2025,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 ,20 ,
2. X Equipment delivery has not vet 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.
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. ,
,', °). Atte-s ` n Madok, Clerk LESSEE: Mo •e County,Florida
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p es K.Scholl
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� r B -f5:- A =Op ty Clerk
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_ K .: - , L -
Title: Mayor '
E:� ,,!,.��O✓5J A .
Approved as to legal form &sufficiency:
Digitally signed by Eve M.Lewis
Eve M. Lewis Date:2025.05.07 15:19:04-04'00'
Eve M. Lewis,Assistant County Attorney
EXHIBIT G
ESSENTIAL USE/SOURCE OF FUNDS LETTER
TO: Leasing 2,Inc.
RE: Lease-Purchase Agreement Dated May 25,2025.
Reference is made to certain Lease-Purchase Agreement dated May 25,2025, between Leasing 2,Inc.and Monroe County,Florida, leasing
the personal property described in Exhibit D to such Lease-Purchase Agreement. 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: Monroe County Fire Rescue Department rescue and firefighting activities.
Sincerely,
ilk.
,,,, , : , ,,,,, 0 a i , cIz' Jzc'z
iJames K. choll,Mayor Date
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Approved as to legal form &sufficiency: &,°�,-/-„ °--, r `tte t,`�tKevin Madok,Clerk
+,vim,, .:,,;,;tcl�.;;-,,, � v'a,'u=�x� fi,5:;[".u;.'-'.';-i�''``✓'i• ,tii,4J.' � l�Mr"•1
y .n�,
Eve!VI.Lewis D139,1 signed by Eve M.Lewis L'no :,,,,;s 4'.:•";~'�i ,3 J
Date:20s5.o5.0715,1s:s9-4'00' �r �w"��;�-�:�''�s��iy� i ,,,r`� l'f2i,
'S t1rP (ti< i; 1 � Sul.,'• " ,�•'-. 4
asAvuirm
Eve M. Lewis,Assistant County Attorney T,`.i : e-,-. 1 /1,i s;`, ',
,,,MCM:P7 (.6-A'YY;;;:fii*l'''''k
a,V ~-_i. ,, ' -/A►s puty Clerk.
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EXHIBIT H
DELETED
(Placeholder Only)
EXHIBIT I
CONSENT AND ACKNOWLEDGMENT OF
ASSIGNMENT
Leasing 2,Inc. ("Lessor")hereby gives notice to the Monroe County,Florida("Lessee"),and Lessee hereby consents to the
fact that Lessor has assigned all rights to payments under the Lease-Purchase Agreement,dated as of May 25,2025,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. Notwithstanding such assignment,all invoicing to Lessee must be
provided in the manner set forth within Section 6.02 of the Lease-Purchase Agreement.
Santander Bank, N.A.
P.O. Box 847386
Boston, MA 02284-7386
.7:Pi1SS..�l.•-�
" Madok, Clerk LESSEE: ik onroe County, Florid
tailr .�niiiS�f ?'�f {� ‘1,41 - a - e
B
AllY4 James K.Scholl
•
eputy Clerk
Title: Mayor
Date: 12-1
Approved as to legal form &sufficiency:
Dlgltally signed by Eve lvl.Lewis
Eve M. Lewis Date:2025.05.0715:19:57-04'00'
Eve M. Lewis,Assistant County Attorney
END OF EXHIBITS
INSURANCE COVERAGE REQUIREMENT
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):
x 1 In accordance with Section 8,03 of the Agreement,the Monroe County Risk Managerrient Office named below
Tpijase fill in narne,address and telephone number)
AGENCY NAME:
CONTACT NAME: c/o Gaelan Jones Risk Mann nor
ADI.')RESS: _1111 1 1 Ste
CITY/STI ZIP: Key_West FL._33040
TELEPHONE: '3Q§292-3470
EMAIL ADDRESS:Ames-
a,All Risk Physical Damage Insurance on Vie leased equipment evidenced by a Certificate of Insurance and Long Form
Loss Payable Clause naming Leasing 2,Inc.andlor Its Assigns as Loss Payee.
Coverage Required. Full Replacement ValLre
b. Flublic Liability Insuranc*(through FMI'F)evidenced by a Certificate of Insurance its-
Assiq4is as-ap—Add4enal-iawfad
Minimum Coverage Required:
$500,000.00 per person
$1,00C 0,000 00 aggregate bodily injury liability
$1,000,000.00 property damage liability
2. Pursuant to Section 8.03 of the Agreement,we we self,insured for all risk, physical damage, and public lability
and willprovide proof of such self-insurance in letterfovm together with a copy of the statute authorizing this form Of il"ISUrance
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: Cheri Tamborski
Company: Monroe County Fire Rescue
Street Address or Box#: 7280 Overseas Highway
City, State, Zip: Marathon, FL 33050
County Monroe
Telephone: 305.289.6088
Email Address: Tamborski-Cheri@monroecounty-fl.gov
Invoice Reference:jaj± UILgi.Li t1iri.r M2 EoL!t�L��Lei�L el j12 300Q(all f aq gn_'j�ja±e n