HomeMy WebLinkAboutEscrow Agreement 05/24/2025 °,,I COURJB'
Kevin Madok, CPA
5ts
cOUNSy 4 Clerk of the Circuit Court& Comptroller Monroe County, Florida
DATE: May 27, 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#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
ESCROW AGREEMENT
THIS ESCROW AGREEMENT(the"Escrow Agreement")is made and entered into as of May 25, 2025("Escrow Agreement
Date"), by and among Leasing 2, Inc. or its assigns ("Lessor"), Monroe County, Florida ("Lessee")and Old National Bank d/b/a Old
National Wealth Management("Escrow Agent").
RECITALS
WHEREAS,Lessor and Lessee have entered into the Lease-Purchase Agreement dated May 25,2025(the"Lease"),pursuant
to which the equipment more particularly described therein (the"Equipment")will be provided 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$ 2,863,746.43 ("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. No fees are due to the Escrow Agent under this Escrow Agreement and neither the Lessee nor any assignee of Lessor shall be
responsible for payment of any fees to the Escrow Agent.
5. Escrow Agent will invest the Fund, as specified by Lessor, in a Federated Government Obligation Money Market account, ticker
GOSXX;provided, 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 anytime 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. 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 Leasing 2, Inc.
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.The parties will seek
from Lessee's governing body a consent to such assignment.Written direction signed off by all parties to the Agreement indicating the
release and payment method including payment instructions will be obtained in the event of resignation of the Escrow Agent.
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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 with specific knowledge of the Equipment
and apparent authority on behalf of the party 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 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 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. This indemnity shall survive the termination of this Escrow Agreement or the removal or resignation of the Escrow Agent,
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 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 Lessor's negligence or
willful misconduct.
13.This Escrow Agreement may be amended only by written agreement executed by all the parties.
14.This Escrow Agreement may be executed in several counterparts,each of which shall be an original.
15.This Escrow Agreement will be governed by and construed in accordance with the laws of the state in which the Lessee is organized.
16.State-and County-Mandated 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,consultant,or Escrow Agreement under a new contract
with a public entity;and may not transact new business with a public entity.By entering this Agreement;Lessor and Escrow
Agent certify 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. Lessor and
Escrow Agent hereby each certify 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 Lessor and/or Escrow
Agent have falsely certified facts under this paragraph, or if Lessor and/or Escrow Agent 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 Lessor and/or Escrow Agent provides the County with an affidavit signed by an authorized
representative of the Lessor and/or Escrow Agent, under penalty of perjury, attesting that the Lessor and/or Escrow Agent
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does not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may 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 Lessor and/or Escrow Agent provides the County with an affidavit signed by an authorized
representative of the Lessor and/or Escrow Agent, under penalty of perjury, attesting that the Lessor and/or Escrow Agent
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 Lessor and/or Escrow Agent 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, Lessor
and/or Escrow Agent hereby each certify that neither it nor its affiliate(s) have been placed on the convicted vendor list
following a conviction for a public entity crime. If placed on that list, Lessor and/or Escrow Agent each respectively agree:
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. Lessor and/or Escrow Agent each hereby acknowledge its continuous duty to disclose to the
County if the it/they 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 Lessor and/or Escrow Agent
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, Lessor and/or Escrow Agent each hereby certify under penalty of
perjury that the price proposed by Lessor and/or Escrow Agent 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 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, Lessor and/or Escrow Agent, and each
respectively must require registration with, and use of the E-verify system in order to verify the work authorization status of
all newly hired employees. Lessor and Escrow Agent each acknowledge and agree to utilize the U.S. Department of
Homeland Security's E-Verify System to verify the employment eligibility of: i) All persons employed by Lessor and/or
Escrow Agent to perform employment duties within Florida during the term of the contract; and ii) All persons (including
subvendors/subconsuitants/subcontractors) assigned by Lessor and/or Escrow Agent to perform work pursuant to the
contract with the County. The Lessor and Escrow Agent each acknowledge and agree 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 Lessor and Escrow Agent each become 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 each the Lessor and the Escrow Agent attesting that the subcontractor does not
employ,contract with,or subcontract with,an unauthorized alien. Lessor and Escrow Agent each hereby agree 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 Lessor and Escrow Agent each may
not be awarded a public contract for at least one (1)year after the date on which the Agreement was terminated. Lessor
and/or Escrow Agent, each respectively, 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, Lessor and Escrow Agent,
each respectively 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, Lessor and Escrow Agent each respectively is required to provide an affidavit
under penalty of perjury attesting that Lessor and Escrow Agent,each respectively do not use coercion for labor or services
in accordance with Section 787.06,Florida Statutes.An authorized representative of Lessor and Escrow Agent each hereby
certify under penalties of perjury that Lessor and Escrow Agent, each respectively for itself, do not use coercion for labor
or services as prohibited by Section 787.06. Additionally, Lessor and Escrow Agent have each reviewed Section 787.06,
Florida Statutes, and agrees to abide by same.
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J. Prohibited Telecommunications Equipment. Lessor and Escrow Agent each represent and certifiy 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, Lessor and Escrow Agent each
represent and certify that it/theyand 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
Lessor or Escrow Agent 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, Lessor and/or Escrow Agent 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. Lessor and Escrow Agent, each respectively agree 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 Lessor and/or Escrow Agent(respectively)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 Lessor and/or Escrow Agent (respectively)or any of its employees, agents, or sub-contractors; or(C)the
Lessor's and/or Escrow Agent's(respectively)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 Lessor and/or Escrow Agent). 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.
N. Nondiscrimination. The parties agree thatthere 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 Il,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; orthe subject
matter of,this Agreement.
0: Ethics Clause. Lessor and Escrow Agent(each respectively) 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.
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P, 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 do 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 or ESCROW AGENT' HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THEIR DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT
CONTACT THE COUNTY CUSTODIAN' OF PUBLIC RECORDS AT,
MONROE COUNTY ATTORNEYS OFFICE, 1111 12TH STREET, SUITE 408,
KEY WEST, FL 33040�, EMAIL: PU'BL,ICRECORDS@M'O URGE COUN'TY-
FL.GOV, OR PHONE: 306-292-3470.,
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first written above.
LESSOR: Leasing 2, Inc.
BY;
Name:
Brart I
Title:
STATE OF FX�dy%'AA
COUNTY OF
The foregoing instrument was sworn tc/affirmed and acknowledged before me by means of 0 physical presence or
0 online notanzation, this day of 20L5'by as Cl
[President or other
Authority Title]of -C a for pj�Gfit orporation.
11 NShe is personally known to me/or
has produced Te of ident a en
11.
Pr
igna re of
ANNETTE KEYS
ublic
Commission#HH 147034
Expires June 29,2025
SON(d Thru Tmy Fain Wurance 800-mmi8
(Print& Stamp Comm &ioned Name of Notary Public)
ESCROW AGENT: Old National Bank clibla Old National Wealth Management
BY:
N me:
Title
STATE OF
COUNTY OF VIOV PEkl�U 9,(,1-t
The foregoing instrument was sworn to/affirmed and acknowledged before me by means of[� physical presence or
0 online notarization, this Z�day of 20_Z5 by, as VP [President or other
Authority Title]of a for profit corporation, He/She is personally known to me/or
has produced (type of identification)as identification,
ig�nature- of N�Mry P bli
KATHLEEN ANN LACER
NOTARY PUBLIC Effii
SEAL (Print& Stamp Commissioned Name of Notary Public)
VANDERSURGH COLINTY STATE OF INDIANA
MY COMMISSION EXPIRES MAY 13,2031
COMMISSION NUMBER NPOS678M (County signatures to follow]
5
ESCROW AGREEMENT by and among Leasing 2, Inc. or its assigns("Lessor"), Monroe County, Florida("Lessee")and
Old National Bank d/b/a Old National Wealth Management("Escrow Agent")
LESSEE.s.-tint 1^ Ya r}z�e+�_County,Florida
+N;�115 r `° G �/ MADOK, MON:OE COUNTY BOARD
:�.�1:1��:-�-���T. �, f !N ADO
a �yryr;n CLERkPJ *NROE COUNTY, •►FLORIDA OF v NTY COMMISSIO S 1 a
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Mg; - (rs �y(fa Deputy Clerk Mayor James K. Scholl
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Approved as to legal form and
�� ., .�.�g, -➢�:_ .�� , pprove g sufficiency:
Eve M.Lewis D e2025522 17 3 44Ois
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Eve M. Lewis,Assistant County Attorney
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6
RESOLUTION OF THE BOARD OF DIRECTORS
OF
OLD NATIONAL BAND
AUTHORIZING SIGNATURES FOR
WEALTH MANAGEMENT DIVISION TRANSACTIONS
WHEREAS, Old National Bank wishes to authorize certain officers to execute documents,
including those in the exercise of fiduciary powers for the Wealth Management Division, on behalf
of the Bank.
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors authorizes that all
agreements,indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings,proxies and other instruments or documents in connection with the exercise of fiduciary
powers of the Wealth Management Division may be signed, executed, acknowledged, verified,
delivered or accepted on behalf of the Wealth Management Division by the President Wealth
Management, any trust officer, portfolio manager, investment officer, or other Wealth Management
Division officer. Any such instruments may also be executed, acknowledged, verified, delivered or
accepted on behalf of the Wealth Management Division in such other manner and by such other
officers as the Board of Directors may from time to time direct.
CERTIFICATION
I,Eric F. Lindley,being a duly appointed Assistant Secretary of Old National Bank,do hereby
certify that the foregoing is a true and correct copy of a resolution adopted by the Board of Directors
at a duly called meeting held on the 30th day of July �014'
I further certify that the foregoing resolution has not been amended or rescinded and is in full
force and effect as of this day of t2yfZ cx t;25
I further certify,that 9,tfr is a duly elected and
qualified officer as described in the foregoing resole ion as of this 3 day ofa.v
, 2025
ERIC F. , SVP &Assistant Secretaiy
C) Office of the Comptroller of the Currency
Central District
One Financial Place
440 S. LaSalle St., Suite 2700
Chicago, IL 60605
July 31, 2014
Jeffrey L. Knight,Esq,
Old National Bancorp
EVP, Corporate Secretary and Chief Legal Counsel
One Main Street
Evansville, Indiana 47708
Subject: Application for the merger of American National Trust and Investment Management
Company, Muncie, Indiana into Old National Bank,Evansville, Indiana
OCC Control Number: 2014-CE-Combination-138642
Dear Mr. Knight:
This letter is the of certification of the Comptroller of the Currency(OCC)to merge
American National Trust and Investment Management Company, Muncie, Indiana, OCC Charter
Number 22148 with Old National Bank, OCC Charter Number 8846, effective on July 31,2014,
at 11;57 p.m. EDT. The resulting bank title is Old National Bank, OCC Charter Number 8846.
If you have questions, please contact me at(312) 360-8867 or at Carolina.Ledesma
@occ.treas,gov.
Sincerely,
Carolina M. Ledesma
Senior Licensing Analyst
Comptroller of the Currency
Administrator of National Banks
Washington, D.C. 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody
and control of all records pertaining to the chartering of all National Banking
Associations.
2. "American National Trust and Investment Management Company,"
Muncie, Indiana, (Charter No. 22148) is a National Banking Association
formed under the laws of the United States and is authorized thereunder to
transact the business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed
my name and caused my seal of office to be affixed to
these presents at the Treasury Department in the City of
Washington and District of Columbia, this Monday, May
13, 2002.
11� f
Comptroller of the Currency
ARTICLES OF ASSOCIATION
OF
AMERICAN NATIONAL TRUST AND INVESTMENT MANAGEMENT COMPANY
For the purpose of organizing an Association to perform any lawful activities of national
banks, the undersigned do enter into the following Articles of Association:
FIRST: The title of this Association shall be American National Trust and Investment
Management Company.
SECOND. The Main Office of the Association shall be in the City of Muncie, Indiana,
County of Delaware, State of Indiana.
The general business of the Association shall be limited to the operation of a
national trust company and to support activities incidental thereto. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.
THIRD: The Board of Directors of this Association shall consist of not less than five
(5) nor more than twenty-five(25)persons,the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each Director shall own common or preferred stock
of the Association or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of
either (i)the date of purchase, (ii)the date the person became a Director, or
(iii) the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of
the Association or holding company may be used.
Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining Directors between meetings of shareholders. The Board of
Directors may not increase the number of Directors between meetings of
shareholders to a number which (1) exceeds by more than two (2) the
number of Directors last elected by shareholders where the number was
fifteen (15) or less; or (2) exceeds by more than four (4) the number of
Directors last elected by shareholders where the numberwas sixteen (16) or
more, but in no.event shall the number of Directors exceed twenty-five (25).
Terms of Directors, including Directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which Directors are elected,
unless the Directors resign or are removed from office.
Despite the expiration of a Director's term, the Director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of Directors and his or her position is eliminated.
Honorary or Advisory members of the Board of Directors, without voting
power or power of final decision in matters concerning the business of the
Association, may be appointed by resolution of a majority of the full Board of
Directors or by resolution of shareholders at any annual or special meeting.
Honorary orAdvisory Directors shall not be counted to determine the number
of Directors of the Association or the presence of a quorum in connection
with any Board action and shall not be required to own qualifying shares.
FOURTH, There shall be an annual meeting of the shareholders to elect Directors and
transact whatever other business may be brought before the meeting. It
shall be held at the Main Office or any other convenient place the Board of
Directors may designate, on the day of each year specified therefore in the
Bylaws; or if that day falls on a legal holiday in the state in which the
Association is located, on the next following business day. If no election is
held on the day fixed or in the event of a legal holiday, on the following
business day, an election may be held on any subsequent day within sixty
(60) days of the day fixed, to be designated by the Board of Directors, or, if
the Directors fail to fix the day, by shareholders representing two-thirds of the
shares issued and outstanding. In all cases, at least ten (10)days' advance
notice of the meeting shall be given to the shareholders by first class mail.
In all elections of Directors,the number of votes each common shareholder
may cast will be determined-by multiplying the number of shares he or she
owns by the number of Directors to be elected. These votes may be
cumulated and cast for a single candidate or may be distributed among two
(2) or more candidates in the manner selected by the shareholder. On all
other questions, each common shareholder shall be entitled to one (1)vote
for each share of stock held by him or her. If the issuance of preferred stock
with voting rights has been authorized by a vote of shareholders owning a
majority of the common stock of the Association, preferred shareholders will
not have cumulative voting rights and will not be included within the same
class as common shareholders for purposes of elections of Directors.
Nominations for election to the Board of Directors may be made by the Board
of Directors or by any stockholder of any outstanding class of capital stock of
the Association entitled to vote for election of Directors. Nominations other
than those made by or on behalf of the existing management shall be made
in writing and be delivered or mailed to the President of the Association not
less than fourteen (14) days nor more than fifty (50) days prior to any
meeting of shareholders called for the election of Director; provided,
however,that if less than twenty-one(21)days' notice of the meeting is given
to shareholders, such nominations shall be mailed or delivered to the
President of the Association not later than the close of business on the
seventh (7)day following the day on which the notice of meeting was mailed.
Such notification shall contain the following information to the extent known
to the notifying shareholder:
(1) The name and address of each proposed nominee.
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(2) The principal occupation of each proposed nominee.
(3) The total number of shares of capital stock of the Association that will
be voted for each proposed nominee.
(4) The name and residence address of the notifying shareholder.
(5) The number of shares of capital stock of the Association owned by
the notifying shareholder.
Nominations not made in accordance herewith may, in his/her discretion, be
disregarded by the chairperson of the meeting, and the vote tellers may
disregard all votes cast for each such nominee. No bylaw may unreasonably
restrict the nomination of Directors by shareholders.
A Director may resign at anytime by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered, unless the ,notice specifies a later
effective date.
A Director may be removed by shareholders at a meeting called to remove
him or her, when notice of the meeting stating that the purpose or one of the
purposes is to remove him or her is provided, if there is a failure to fulfill one
of the affirmative requirements for qualification, or for cause; provided,
however,that a Director may not be removed if the number of votes sufficient
to elect him or her under cumulative voting is voted against his or her
removal.
FIFTH: The authorized amount of capital stock of this Association shall be 31,389
shares of common stock of the par value of One Hundred Dollars($100.00)
each; but said capital stock may be increased or decreased from time to time
according to the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time determine and at such
price as the Board of Directors may from time to time fix.
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Unless otherwise specified in these Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association must be approved by shareholders owning a majority
of the outstanding shares of common stock,and (2)each holder of common
stock shall be entitled to one vote per share_
Unless otherwise specified in these Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two
or more classes or series in the same or a substantially similar way, all the
classes or series so affected must vote together as a single voting group on
the proposed amendment.
Each share of common stock of the Association shall be equal to every other
share of common stock and shall participate equally in all earnings and
profits of the Association and on distribution of assets, whether on
dissolution, liquidation or otherwise. Each holder of common stock of the
Association shall have the right to vote on all matters presented to
shareholders, including, but not limited to, election of directors.
Shares of the same class or series may be issued as a dividend on a pro
rata basis and without consideration. Shares of another class or series may
be issued as share dividends in respect of any class or series of stock if
approved by a majority of the votes entitled to be cast by the class or series
to be issued unless there are no outstanding shares of the class or series to
be issued. Unless otherwise provided by the Board of Directors, the record
date for determining shareholders entitled to a share dividend shall be the
date the Board of Directors authorizes the share dividend.
Unless otherwise provided in the bylaws or a resolution of the Board of
Directors, the record date for determining shareholders entitled to notice of
and to vote at any meeting is the chose of business on the day before the first
notice is mailed or otherwise sent to the shareholders, provided that in no
event may a record date be more than seventy(70)days before the meeting.
if a shareholder is entitled to fractional shares pursuant to preemptive rights,
a stock dividend, consolidation or merger, reverse stock split or otherwise,
the Association may; (a) issue fractional shares or; (b) in lieu of the
issuance of fractional shares, issue script or warrants entitling the holder to
receive a full share upon surrendering enough script or warrants to equal a
full share; (c) if there is an established and active market in the
Association=s stock, make reasonable arrangements to provide the
shareholder with an opportunity to realize a fair price through sale of the
fraction or purchase of the additional fraction required for a full share; (d)
remit the cash equivalent of the fraction to the shareholder; or (e) sell full
shares representing all the fractions at public auction or to the highest bidder
after having solicited and received sealed bids from at least three licensed
stock brokers; and distribute the proceeds pro rata to shareholders who
4
otherwise would be entitled to the fractional shares. The holder of a
fractional share is entitled to exercise the rights of a shareholder, including
the right to vote, to receive dividends, and to participate in the assets of the
Association upon liquidation, in proportion to the fractional interest. The
holder of script or warrants is not entitled to any of these rights unless the
script or warrants explicitly provide for such rights. The script or warrants
may be subject to such additional conditions as: (1) that the script or
warrants will become void if not exchanged for full shares before a specified
date; and (2) that the shares for which the script or warrants are
exchangeable may be sold at the option of the Association and the proceeds
paid to script holders.
The Association, at anytime and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders. Obligations classified as debt, whether or not subordinated,
which may be issued by the Association without the approval of
shareholders, do not carry voting rights on any issue, including an increase
or decrease in the aggregate number of the securities or the exchange of
reclassification of all or part of securities into securities of another class or
series.
SIXTH: The Board of Directors shall appoint one of its members President of this
Association and one of its members chairperson of the Board and shall have
the power to appoint one or more Vice Presidents, a Secretary who shall
keep minutes of the Directors' and shareholders' meetings and be
responsible for authenticating the records of the Association, and such other
officers and employees as may be required to transact the business of this
Association. A duly appointed officer may appoint one or more officers or
assistant officers if authorized by the Board of Directors in accordance with
the bylaws.
The Board of Directors shall have the power to:
(1) Define the duties of the officers, employees, and agents of the
Association.
(2) Delegate the performance of its duties, but notthe responsibility for its
duties, to the officers, employees, and agents of the Association:
(3) Fix the compensation and enter into employment contracts with its
officers and employees upon reasonable terms and conditions
consistent with applicable law.
(4) Dismiss officers and employees.
(5) Require bonds from officers and employees and to fix the penalty
thereof.
5
(6) Ratify written policies authorized by the Association's management or
committees of the Board.
(7) Regulate the manner in which any increase or decrease of the capital
of the Association shall be made, provided that nothing herein shall
restrict the power of shareholders to increase or decrease the capital
of the Association in accordance with law, and nothing shall raise or
lower from the two-thirds percentage required for shareholder
approval to increase or reduce the capital.
(8) . Manage and administer the business and affairs of the Association.
(9) Adopt bylaws, not inconsistent with law or the Articles of Association,
for managing the business and regulating the affairs of the
Association.
(10) Amend or repeal bylaws, except to the extent that the Articles of
Association reserve this power in whole or in part to shareholders.
(11) Make contracts.
(12) Generally perform all acts that are legal for a Board of Directors to
perform.
SEVENTH: The Board of Directors shall have the power to change the location of the
Main Office to any other place within the limits of Muncie, Indiana, without
the approval of the shareholders, and shall have the power to establish or
change the location of any branch or branches of the Association to any
other location permitted under applicable law, without the approval of the
shareholders, subject to approval by the Office of the Comptroller of the
Currency.
EIGHTH: The corporate existence of this association shall continue until termination
according to the laws of the United States.
NINTH: The Board of Directors of this Association, or any one or more shareholders
owning, in the aggregate, not less than twenty-five percent of the outstanding
voting stock of this Association, may call a special meeting of shareholders
at any time. Unless otherwise provided by the bylaws or the laws of the
United States, or waived by shareholders, a notice of the time, place, and
purpose of every annual and special meeting of the shareholders shall be
given by first-class mail, postage prepaid, mailed at least ten (10) and no
more than sixth (60) days prior to the date of the meeting to each
shareholder of record at his/her address as shown upon the books of this
Association. Unless otherwise provided by the bylaws, any action requiring
approval of shareholders must be effected at a duly called annual or special
meeting.
6
TENTH: Any director or officer of the Association, or their respective heirs,
representatives or executors, may be indemnified and reimbursed by the
Association for reasonable expenses incurred by them to the same extent,
under the same circumstances and upon the same terms and conditions as
directors and officers of any holding company for the Association are so
indemnified and reimbursed_
ELEVENTH: These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a
majority of the outstanding voting stock of this Association, unless the vote of
the holders of a greater amount of stock is required by law, and in that case,
by the vote of the holders of such greater amount. The Association=s Board
of Directors may propose one or more amendments to the Articles of
Association for submission to the shareholders.
7