12/17/2003 Lease Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
January 9, 2004
TO:
Fire Chief Clark Martin
Fire-Rescue Department
ATTN:
FROM:
Susan Hover
Administrative Assistant
Pamela G. Hancor~
Deputy Clerk CY
At the December 17, 2003, Board of County Commissioner's Meeting the Board granted
approval and authorized execution of the following documents: Master Lease Agreement
between Monroe County and Leasing 2, Inc., a Florida Corporation in the principal amount of
$517,158.3 8 to purchase self contained breathing apparatus (SCBA) and associated equipment~
Equipment Schedule No.1; Acceptance of Obligation to Commence Rental Payments Under
Payment Schedule; Payment Schedule; Tax Agreement and Arbitrage Certificate~ Form 8038-G~
Certificate of Resolution; Incumbency Certificate; Addendum to Equipment Schedule No. 01 to
Master Lease Agreement Relating to Self-Insurance~ Notice and Acknowledgment of Assignment;
and adoption of the following Resolution authorizing the execution and delivery of a Master
Lease Agreement, Equipment Schedule No.1, and related instruments, and determining other
matters in connection therewith and authorization for Mayor to execute same~ for Clark O.
Martin, Jr., Fire Chief, to execute the Acceptance of Obligation to Commence Rental Payments
Under Payment Schedule each time equipment is acquired under the Master Lease Agreement; to
issue a Purchase Order to Ten-8 Fire Equipment, Inc., sole source provider of MSA SCBA
products for Monroe County, in the amount of $517,158.38 for the purchase of self contained
breathing apparatus and associated equipment.
Should you have any questions please do not hesitate to contact this office.
cc: County Administrator w/o document
County Attorney
Finance
File ./
~~A~'.i~ ("'''''",'C .'"." r~...",,-':"'m ~"....."'\~!...J__1
I.Jr:..-":;,.:i::;. '~~f..'-I' ~Vt.:L,':;,\~', ~""~ ':.~ :.-"::.. kj ~..;;tU'l.r'.;"'~;;', .~~J.DaI
LEASING 2, INe.
MASTER LEASE AGREEMENT
LEASE NUMBER:
This MASTER LEASE AGREEMENT (the "Agreement"), dated as of December 18, 2003 is made and entered into by and between
Leasing 2, Inc., a Florida corporation, as lessor (the "Lessor"), and MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS, a political subdivision of the State of Florida, as lessee ("Lessee").
In consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I. DEFINITIONS AND EXHIBITS
~edinn 1 1. Definitinns. The following terms have the meanings specified below.
"Acceptance Certificate" means each Acceptance Certificate delivered by Lessee as part of an Equipment Schedule certifying as to the
delivery, installation and acceptance of Equipment.
"Agreement" means this Master Lease Agreement and all Equipment Schedules hereto.
"Agreement Date" means the date first written above.
"Code" means the Internal Revenue Code of 1986, as amended, together with Treasury Regulations promulgated from time to time
thereunder.
"Equipment" means all items of property described in Equipment Schedules and subject to this Agreement.
"Equipment Group" means each group of Equipment listed in a single Equipment Schedule.
"Equipment Schedule" means each sequentially numbered schedule executed by Lessor and Lessee with respect to an Equipment Group.
"Escrow Account" means the equipment acquisition account established by Lessor pursuant to the Agreement.
"Events of Default" means those events described in Section 12.1.
"Fiscal Year" means each 12-month fiscal period of Lessee.
"Interest" means the portion of a Rental Payment designated as and comprising interest as provided in a Payment Schedule.
"Lease" means, with respect to each Equipment Group, this Agreement and the Equipment Schedule relating thereto, which together shall
constitute a separate contract between Lessor and Lessee relating to such Equipment Group.
"Lease Date" means, with respect to each Lease, the date so designated in the related Equipment Schedule and the commencement date of
the interest component as provided in the related Payment Schedule.
"Lease Term" means, with respect to each Equipment Group, the period during which the related Lease is in effect as specified in Section
3.1.
"Net Proceeds" means any insurance proceeds or condemnation awards paid with respect to any Equipment remaining after payment
therefrom of all expenses incurred in the collection thereof.
"Non-Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee
obtains its operating and/or capital funds to approve a tentative budget and final budget in accordance with state law which appropriate
sufficient funds from legally available revenues to make rental payments for the next fiscal year.
"Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule.
"Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule.
"Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule.
"Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount
for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such
Payment Date.
1219/03 :LES-BQ-ESR.DOC/rev.5/0 InessorlL2
1
"Rental Payment" means each payment due from Lessee to Lessor on a Payment Date. Each Rental Payment shall include separately
identifiable components of interest and principal.
"Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor.
"State" means the state or commonwealth in which Lessee is situated.
"Vendor" means each of the manufacturers or vendors from which Lessee has ordered or with which Lessee has contracted for the
manufacture, delivery and/or installation ofthe Equipment.
Section 1 2 Rxbihits.
Exhihit A: Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule.
Exhihit R-l: Form of Tax Agreement and Arbitrage Certificate (Escrow).
Exhihit (":-1: Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow).
Exhihit D: Form ofIncumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease.
Exhihit E: Form of Opinion ofIndependent Counsel to Lessee.
Exhihit F: . Form of Payment Request Form.
Exhihit G-l: Form ofConfinnation of Outside Insurance.
Exhihit G-1: Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance.
ARTICLE II. LEASE OF EQUIPMENT
Section 2 1 Aequisition of RqJlipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of
the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date
and the desired lease terms for such equipment, and such other information as the Lessor may require. If Lessor, in its sole discretion,
determines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule
relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease
any equipment to Lessee.
Section 2 2 Dishursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment
made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a
disbursement) until five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a
completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with Exhibit A hereto; (c) a
resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the Equipment Group on
the terms provided in such Equipment Schedule; (d) a Tax Agreement and Arbitrage Certificate in the form of Exhibit B-1 (as applicable)
attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (f)
Vendor invoice(s) and/or bi1l(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee, evidence of
payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) original certificate of title or
manufacturer's certificate of origin and title application, if any, for any Equipment which is part of such Equipment Group and is subject to
certificate of title laws; (h) a completed and executed Form 8038-0 or 8038-GC, as applicable, or evidence of filing thereof with the
Secretary of Treasury; (i) an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto, and G) any other documents or
items reasonably required by Lessor.
Section 2.J T .ellsei Possession IInd Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from
Lessor, upon the terms and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each
Equipment Group during the related Lease Term, except as expressly set forth in this Agreement.
Section 2 4 Rscrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account:
(a) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group; and (b) Lessor shall deposit an amount into
the Escrow Account sufficient to cover the cost of the Equipment Group at delivery. All amounts deposited by Lessor into the Escrow
Account shall constitute a loan from Lessor to Lessee that shall be repaid by the Rental Payments due under the related Lease.
ARTICLE m. TERM
Section J 1. Term This Agreement shall be in effect from the Agreement Date until the earliest of (a) termination under Section 3.2 or
(b) termination under Section 12.2; provided, however, no Equipment Schedules shall be executed after any Non-Appropriation or Event
of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and
ending as provided in Section 3.4.
Section J 2. Terminlltion hy T ,essee. In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall terminate,
in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Year for which funds were appropriated, in the
manner and subject to the terms specified in this Article. Lessee may effect such termination by giving Lessor a written notice of
termination and by paying to Lessor any Rental Payments and other amounts which are due and have not been paid at or before the end of
its then current Fiscal Year. Lessee shall endeavor to give notice of such termination not less than ninety (90) days prior to the end of the
Fiscal Year for which appropriations were made, and shall notifY Lessor of any anticipated termination. In the event of termination of this
Agreement as provided in this Section, Lessee shall comply with the instructions received from Lessor in accordance with Section 12.3.
12I9/03:LES-BQ-ESR.DOCIrev.5/0 l/lessorlL2
2
Section J J F.ffect of Termination. Upon termination of this Agreement as provided in Section 3.2, Lessee shall not be responsible for
the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions
received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for
the payment of damages in an amount equal to the amount of the Rental Payments that would thereafter have come due if this Agreement
had not been terminated and which are attributable to the number of days after which Lessee fails to comply with Lessor's instructions and
for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required.
Section J.4. Termination of I.ease Term. The Lease Term with respect to any Lease will terminate upon the occurrence of the first of
the following events: (a) the termination of this Agreement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment
Price by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's election to terminate such Lease pursuant to Article
XII; or (d) the payment by Lessee of all Rental Payments and all other amounts authorized or required to be paid by Lessee pursuant to
such Lease.
ARTICLE IV. RENTAL PAYMENTS
1. Section 4 1 Rental Payments. The Lessee agrees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A.
A portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each lease, and the first Rental Payment will
include Interest accruing from the Lease Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment
Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI,
at such places as Lessor or such assignee(s) may from time to time designate by written notice to Lessee. Lessee shall pay the Rental
Payments with lawful money of the United States of America from moneys legally available therefore.Lessor and Lesseeconfirm their
understanding and agreement that (a) all payments due under the Agreement are to be made only from Lessee's legally available and
appropriated revenues from sources other than ad valorem or other taxes, (b) that Lessee shall not be obligated to pay any sums due
under the Agreement from the proceeds of ad valorem or other taxes, and (c) that Lessee's contractual obligations to request annual
appropriations from which payments due under the Agreement may be made does not constitute an indebtedness of Lessee within the
meaning of any constitutional or statutory provision or limitation.
Section 4.2 Current F.-q>ense. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Year of a
Lease Term, shall constitute a current expense of Lessee for such Fiscal Year and shall not constitute an indebtedness of Lessee within the
meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other
than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net Proceeds of the
Equipment) to the payment of any Rental Payment or other amount coming due hereunder.
Section 4 J Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional
subject to Lessee's rights under Section 3.2 hereof Also, any other payments required hereunder shall be absolute and unconditional
subject to Lessee's rights under Section 3.2 hereof Lessee shall make these payments when due and shall not withhold any of these
payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or counterclaim against its obligation to
make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen
circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the
Equipment or obsolescence of the Equipment. The Lessee shall be obligated to continue to make payments required of it by this
Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent domain.
ARTICLE V. OPTION TO PREPAY
Section 5 1 Option to Prepay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
Payment Date for the then applicable Prepayment Price as set forth in the related Payment Schedule, provided there has been no Non-
Appropriation or Event of Default.
Section 5 2 F.xerdse of Option. Lessee shall give notice to Lessor of its intention to exercise its option to prepay not less than thirty (30)
days prior to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount
equal to all Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the
Payment Date on which the option shall be effective) and the applicable Prepayment Price set forth in the related Payment Schedule. In the
event that all such amounts are not received by Lessor on such Payment Date, such notice by Lessee of exercise thereof shall be void and
the related Lease shall continue in full force and effect.
Section 5.3. Release of I,essor's Interest. Upon receipt of the Prepayment Price in good funds with respect to any Equipment Group, the
Lease with respect to such Equipment Group shall terminate and Lessee shall become entitled to such Equipment Group AS IS, WHERE
IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANT ABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment
Group shall not be subject to any lien or encumbrance created by or arising through Lessor.
ARTICLE VI. REPRESENTA TIONS, WARRANTIES AND COVENANTS
Section 6 1 Representations and Warranties of I ,essee. Lessee represents and warrants as of the Agreement Date and as of each Lease
Date as follows:
(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and
existing under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this
J 2/9/03:LES-BQ-ESR.DOC/rev.5/0 J/lessorIL2
3
Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement
and each Lease.
(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
governing body and such action is in compliance with all county procurement policies and other state and federal laws applicable to this
Agreement, each Lease and the acquisition and financing of the Equipment by Lessee.
(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of
Lessee, enforceable against Lessee in accordance with their respective terms.
(d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law
or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable
to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any note, bond,
mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound.
(e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency,
public board or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority
to enter into this Agreement or any Lease or any other action wherein an unfavorable ruling or finding would adversely affect the
enforceability ofthis Agreement or any Lease.
(f) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a
party at any time during the past ten (to) years has been terminated by Lessee as a result of insufficient funds being appropriated in any
Fiscal Year. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation, which Lessee
has issued during the past ten (to) years, other than certain bonds for which Lessee only acted as a conduit issuer.
(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and
payable during such current Fiscal Year.
(h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or
expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease
Term and to pay all Rental Payments relating thereto.
Section 6 2 Covenants of T ,essee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain
unpaid:
(a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or
regulation or in a manner contrary to that contemplated by this Agreement. Lessee shall obtain and maintain all permits and licenses
necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install
any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,
value or use of such Equipment.
(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such
access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to
perform its obligations hereunder.
(c) Lessee shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or
other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly,
at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim.
(d) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available to secure the appropriation of
money for such Fiscal Year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental
Payments is a governmental function, which Lessee cannot contractually commit itself in advance to perform. Lessee acknowledges that
this Agreement does not constitute such a commitment. However, as of the date hereof, Lessee reasonably believes that moneys in an
amount sufficient to make all Rental Payments can and will lawfully be appropriated and made available to permit Lessee's continued
utilization of the Equipment in the performance of its essential functions during the applicable Lease Terms.
The Rental Payments due hereunder are to be made only from the available revenues appropriated for such purpose and neither the Lessee,
the State of Florida, nor any political subdivision or agency hereof shall be obligated to pay any sums due to Lessor hereunder from
sources other than appropriated legally available revenues and the faith and credit of neither Lessee, nor the State of Florida, nor any
political subdivision or agency thereof is pledged for payment of such sums hereunder and the obligations arising hereunder do not
constitute an indebtedness of Lessee, the State of Florida, nor any political subdivision or agency thereof within the meaning of any
constitutional, statutory or charter provision or limitation.
(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
than the Equipment, and that the Rental Payments will not be directly or indirectly secured by any fund, except for the Escrow Fund or
derived from any payments of any type or any fund other than Lessee's general purpose fund.
(f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriation for the
ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may
be reasonably requested by Lessor.
1219/03 :LES-BQ-ESR.DOC/rev.5/0 IIIessorIL2
4
(g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such
further action as Lessor may from time to time reasonably request in order to cany out the intent and purpose of this Agreement and to
establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
Section 6 ~ Tax Related R'Wre!ilentationsr Warranties and c.ovenants.
(a) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect each Lease, Lessee shall be
deemed to have made each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate
delivered with respect to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a
part of this Agreement.
(b) Event of Taxability. Lessee will comply with all applicable provisions of the Code, including without limitation Section 103
and 148 thereof, and the applicable regulations of the U.S. Treasury Department. If Lessor either (i) receives notice, in any form, from
the Internal Revenue Service due to a change in the Code that, in Lessor's sole discretion, adversely affects Lessor's anticipated
economic return under the Lease or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor, that
Lessor may not exclude any Interest paid under any Lease from its Federal gross income due to a change in the Code (each an "Event
of Taxability"), the Lessee shall pay to Lessor the Prepayment Price pursuant to Article V of this Agreement within ninety (90) days of
receipt of notice from Lessor.
ARTICLE VII. INSURANCE AND RISK OF LOSS
Section 7 I I .iahiliQr and Propet1;y Insurance Lessee shall, at its own expense, procure and maintain continuously in effect during
each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way
connected to the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than
$1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor
may require, including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater ofthe full replacement
cost of the Equipment or the applicable Prepayment Price of each Equipment Group.
Section 72 Workers' c.ompensation Insurance. Ifrequired by State law, Lessee shall cany workers' compensation insurance covering
all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage
throughout the Lease Term.
Section 7 ~ Insurance ReqJlirernents
(a) Insurance Policies. All insurance policies required by this Article shall contain a provision that thirty (30) days prior to any
change in the coverage the insurer must provide written notice to the insured parties. No insurance shall be subject to any co-insurance
clause. Each insurance policy shall name Lessor and/or its assigns as loss payee for physical damage regardless of any breach of warranty
or other act or omission of Lessee and shall include a lender's loss payable endorsement for the benefit of Lessor and/or is assigns. Prior to
the delivery of Equipment, Lessee shall deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration
thereof, shall provide Lessor evidence of all renewals or replacements thereof.
(b) Self Insurance. Lessee may self-insure the Equipment by means of an adequate insurance fund set aside and maintained for that
purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
(c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
insurance in the form of Exhibit G-l attached hereto together with Certificates ofInsurance, when available, or the Questionnaire for Self-
Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the form of Exhibit G-2 attached hereto, as applicable.
Section 74 Risk of Loss. To the extent permitted by the applicable laws of the State, as between Lessor and Lessee, Lessee assumes all
risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to
or death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and
agrees to indemnify Lessor, subject to the statutory limitations of Section 768.28, from all liabilities, obligations, losses, damages,
penalties, claims, actions, costs and expenses, including reasonable attorneys' fees, imposed on, incurred by or asserted against Lessor that
relate to or arise out of this Agreement, including but not limited to, (a) the selection, manufacture, purchase, acceptance or rejection of
Equipment or the ownership of the Equipment, (b) the delivery, lease, possession, maintenance, use, condition, return or operation of the
Equipment, (c) the condition of the Equipment sold or otherwise disposed of after possession by Lessee, (d) the conduct of Lessee, its
officers, employees and agents, (e) a breach of Lessee of any of its covenants or obligations hereunder, (f) any claim, loss, cost or expense
involving alleged damage to the environment relating to the Equipment, including, but not limited to investigation, removal, cleanup and
remedial costs, and (g) any strict liability under the laws or judicial decisions of any state or the United States. This provision shall survive
the termination of this Agreement.
Section 7.5. Dednlction of Rquiprnent. Lessee shall provide a complete written report to Lessor immediately upon any loss, theft,
damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair
("Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with
equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the
time of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall
be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable
Prepayment Price of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of
which course of action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss occurrence,
12/9/03 :LES-BQ-ESR.DOCIrev.SIO lllessorlL2
5
(a) Lessee fails to notifY Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the
Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may,
at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net
Proceeds of insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee'
obligation under this Section.
ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE
Section R 1. Maintenanee of Rqllipment Lessee shall notifY Lessor in writing prior to moving the Equipment to another address and
shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain
the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition
including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such
replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the
Equipment and as such, shall be subject to the terms of this Agreement.
Section R 2 Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments
or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor, except as expressly limited by
this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the
Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit,
capital stock, gross receipts, corporate, or other similar tax payable by Lessor, its successors or assigns, unless such tax is made as a
substitute for any tax, assessment or charge which is the obligation of Lessee under this Section.
Seetion 8.3 Advanees. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such
failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate
of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment.
ARTICLE IX. TITLE
Seetion 9 1 Title. During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and
modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own
the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not
been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over the
Lessee or the Lessee's operation, use, storage or maintenance of the Equipment.
Section 92 Moditieation of Rqllipment. Lessee will not, without the prior written consent of Lessor, affix or install any accessory
equipment or device on any of the Equipment if such addition will change or impair the originally intended value, function or use of the
Equipment.
Seetion 93. Personal Property. The Equipment is and shall at all times be and remain personal property and not fixtures.
ARTICLE X. WARRANTIES
Section 10.1 Selection of Rqllipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no
responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by
Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales
representative to manufacture, deliver or install any Equipment for use by Lessee.
Seetion 102 Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in
all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group,
and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor
has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
Seetion 103 Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN,
CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE
EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER
OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE
DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANT-ABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
ARTICLE XI. ASSIGNMENT AND SUBLEASING
Seetion 11 1 AssigJIment hy r .essor. Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and/or interest
in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and
Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such
assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented
12/9/03:LES-BQ-ESR.DOCIrev.S/O IIIessorIL2
6
with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee
shall keep a complete and accurate record of all such assignments.
Section 11 2. A!i!iigJ1ment and SlIblea!iinr by T ,e!i!iee. Neither this Agreement nor any Lease or any Equipment may be assigned,
subleased, sold, transferred, pledged or mortgaged by Lessee.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES
Section 12 1 F.vent!i of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this
Agreement and each Lease:
(a) Lessee's failure to pay, within ten (10) days following the due date thereof, any Rental Payment or other amount required to be
paid to Lessor (other than by reason of Non-Appropriation).
(b) Lessee's failure to maintain insurance as required by Article VII.
(c) With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant
for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless
Lessor shall agree in writing to an extension of time prior to its expiration.
(d) Lessor's determination that any representation or warranty made by Lessee in this Agreement was untrue in any material respect
upon execution of this Agreement or any Equipment Schedule.
(e) The occurrence ofan Event of Taxability.
(f) The filing of a petition in bankruptcy by or against Lessee, 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 functions 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 any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee.
Section 122 Remedie!i on Defalllt. In the event of default by Lessee under the Agreement, Lessor's sole remedies shall be to sue
Lessee for compensatory damages, which Lessee agrees to pay and which are hereby agreed to be the Prepayment Price applicable to
the immediately preceding rental payment due date, as set forth on the Payment Schedule, plus any rental payments accrued and unpaid
as of the date default, provided that in the event that Lessee voluntarily returns the Equipment to Lessor to a location specified by
Lessor, at Lessee's sole risk, cost and expense and in the condition required by Section 8.1 of the Agreement, Lessor shall not have any
further remedies against Lessee. Lessor shall also have the right in the event of default to exercise any other right, remedy or privilege
which may be available to it, including without limitation proceedings by appropriate court action to require specific performances of
any provision of the Agreement other than Lessee's covenant to return possession of and title to the Equipment, which covenant shall
not be subject to enforcement by specific performance. Lessee shall remain liable for all legal fees and other costs and expenses;
including court costs, incurred by Lessor in the enforcement of its remedies under the Agreement except to the extent prohibited by the
Constitution and laws of the State of Florida.
Section 12 3 Rehlrn of F.quipment: Relea!ie of T ,e!i!iee'!i Tntered. With respect to any provision of the Agreement requiring Lessee
to return all or any portion of the Equipment to Lessor or to transfer title to all or any portion of the equipment to Lessor, Lessee agrees
to voluntarily do so. In the event that Lessee fails or refuses to return or transfer the Equipment or title thereto voluntarily as set forth
above, Lessor acknowledges that the Agreement does not and shall not create a right in Lessor to involuntarily dispossess Lessee of
title to or possession of all or any item of the Equipment. In lieu of such right Lessor shall be entitled to and Lessee agrees to pay to
Lessor immediately, but only from Lessee's legally available and appropriated revenues from sources other than ad valorem or other
taxes, the Prepayment Price applicable to the immediately preceding rental payment due date, as set forth on the Payment Schedule,
plus any rental payments accrued and unpaid as of the date of such payment.
Section 12.4 T ,ate Cbargr.. Lessor shall have the right to require late payment charge for each Rental or any other amount due
hereunder which is not paid within 10 days of the date when due, if as required by law an invoice for such amount has been timely
received by Lessee, equal to the lesser of 5% of each late payment or the legal maximum. This Section is applicable only to the extent
it does not affect the validity ofthis agreement.
ARTICLE XIII. MISCELLANEOUS PROVISIONS
Section 13.1. Notice!i. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its
address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time
to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States mail in registered or certified
form, with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1.
Section 13.2 Rindinr F.ffect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor
and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
Lessor has assigned its right to receive Rental Payments under any Lease.
Section 13.3. Severability. In the event any provision of this Agreement or any Lease 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 13 4 F.ntire Agreement; Amendment!i. This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed
and delivered by Lessor and Lessee.
12I9/03:LES-BQ-ESR.DOC/rev.S/O lllessorIL2
7
Section 13 5 Caption!!. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions, Articles, Sections or Clauses hereof.
Seetion 13 6 Fllrther A!!!!lIranee!! and Corrective Tndrllment!!. Lessor and Lessee agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
may reasonably be required for correcting any inadequate or incorrect description of the Equipment hereby leased or intended so to be, or
for otherwise carrying out the expressed intention of this Agreement.
Section 13 7 C'..overnin~ T .aw. This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13 R TJ!!III:}'. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease
hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum
amount permitted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal
remains, refunded to Lessee. In determining whether the Interest paid or payable exceeds the highest lawful rate, the total amount of
Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term.
Section 13 9 Delayed C1o!!in~ In the event of a delayed closing, Lessor will benefit from the interest that accrues between the
Commencement Date and the Closing Date.
Seetion 13.10 T .e!!!!ee'!! Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall
in no way be construed to be a waiver of such provision.
Section 13 101 Waiver of .TIII:}' Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
to, in connection with or arising out of this Agreement.
Section 13 102 Correction of Docllment!!. 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 Lease or to
reflect the true intent of Lessor in this transaction. All such documents and information must be satisfactory to Lessor.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
1219/03 :LES-BQ-ESR.DOCIrev.5/0 lllessorIL2
8
EXECUTION PAGE OF MASTER LEASE AGREEMENT
LEASE NUMBER:
IN WITNESS WHEREOF, Lessor has caused this Agreement to be executed in its corporate name by its duly authorized officer, and
Lessee has caused this Agreement to be executed in its name by its duly authorized officer.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS LEASING 2, INe.
Lessee Lessor
:~~
Title: Mayor
Date: December 17, 2003
::,.~
Date: --J 2- -l <? ,.. 0 ~
Title: President
Address: 500 Whitehead St.
Key West, FL 33040
Address: 1720 West Cass Street
Tampa, FL 33606-1230
Telephone: 813-258-9888
Facsimile: 813-258-9333
Clerk
12/9/03 :LES-BQ-ESR.DOClrev.5/0 lllessorlLl
9
.r.
~ .~
~,"')~
rTl~-<
g(-,:
C=o:=t:
::z:. 0
-tn.
:< ~I :;:-
" F"
r- C>
,l.:>> [')i
"'"
<::::>
=
..r:-
i;:
:z:
I
\0
."
--
r-
I'T1
o
."
o
::0
::0
fTl
n
:l:*
:x
'8
t"->
~ J
.~
'-...1
::;:1
,
EXHIBIT A
EQUIPMENT SCHEDULE NO. 01
TO MASTER LEASE NUMBER:
The following Equipment comprises an Equipment Group which is the subject of the Master Lease Agreement dated as
December 18, 2003 (the "Agreement") between the undersigned Lessor and Lessee. The Agreement is incorporated herein in its
entirety, and Lessee hereby reaffirms each of its representations, warranties and covenants contained in the Agreement. Lessee warrants
that no Non-Appropriation and no Event of Default, or event which, with the passage of time or the giving of notice or both, would
constitute an Event of Default, has occurred under the Agreement. An Acceptance Certificate and Payment Schedule are attached to
this Equipment Schedule and by reference are made a part hereof. The terms capitalized in this Equipment Schedule but not defined
herein shall have the meanings assigned to them in the Agreement.
RQTJJPMRNT (;ROTJP
The cost of the Equipment Group to be funded by Lessee under this Lease is Five hundred seventeen thousand one
hundred fifty-eigJIt dollars thirty-eight cents (."Ci17,lCiR JR) (the "Acquisition Cost"). The Equipment Group consists ofthe following
Equipment which has been or shall be purchased from the Vendor(s) named below for the prices set forth below:
(183) MSA SCBA Model:UM314500C1250; (183) Spare 30' Stealth Cylinder Model:80756; (183) Clear
Command Communication System Model:10024074; (23) Amplifier Radio Interface Model:10024073; (23)
PTT Kit for Interface for Motorola HTlOOO, JT1000, MT2000, MTS2000, MTX838, MTX2000, MTX8000,
MTX9000, GP900,xTS3000, XTS3500, MTX Model: 10025553; (9) RescueAire II Portable RIT Pack
Model:10041232; CARE Class for 3 people; In-service training
The Equipment Group is or will be located at the following address(es). Prior to relocation of the Equipment Group or any
portion thereof during the Lease Term, Lessee will provide written notice to Lessor:
Various
VRNDOR TRRMS
Lessor shall have funds not immediately paid to vendor(s) at closing deposited in an "Escrow Account" in order to facilitate
payment to vendors for equipment deliveries that are scheduled to occur according to the following schedule:
EQUIPMENT
DESCRIPTION
same as above
AMOUNT
$517,158.38
PAYMENT NO
EARLIER THAN
01/19/04
EQUIPMENT SCHEDULE LEASE DATE: December 18,2003
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS LEASING 2, INe.
Lessee Lessor
B~j-~.
Name: MurrayE. son
Title: Mayor
Date: December 17, 2003
Byr
Name: Brad Me rs
Title: President
Date:
1z---t<8-03
Address: 500 Whitehead St.
,",,;;:;o'~,::-<, :.;:~X~y West, FL 33040
;.~~'i "~'~~' ^~'~- -.-~~,:~.~;~'-.",
.f.I.. i -~'''' "...
f/Jr! <'/"'~(1; : 'Q~~52-7175
., r '.1 ~ ~ ,
.~,' 't' ': .:"i;'a'c fie'" 3()$"", 9-6336
#Zfl ,";:..,- ~:z."0;"'<"\ MONROE COUNTY ATTORNEY
111.;;:;':1 :.'\1 ~ ~::'!;,"fi AP. HOVEDASTO
\h _ ...~\l ~' .~'Jj
\~~ -, .FCE ~, " .If
\\.< -' ., ' .. -,:1.; "I:' . mA
\{'.: ~-~ .3c.,:,~~ ,', ,:: ZANNE A. HUTTON
'~~dc. CO..Vf~~.:~_
Deputy Clerk
Address: 1720 West Cass Street
Tampa, FL 33606-1230
Telephone:
Facsimile:
813-258-9888
813-258-9333
Lease No.:
Equipment Schedule: 01
ACCEPTANCE OF OBLIGATION
TO COMMENCE RENTAL PAYMENTS UNDER PAYMENT SCHEDULE
RE: Master Lease Agreement dated December 18, 2003, between Leasing 2, Inc. (Lessor) and Monroe County Board of
County Commissioners (Lessee)
I, the undersigned, hereby certify that I am a duly qualified representative of Lessee and have been given the authority by the
governing body of Lessee to sign this Acceptance of Obligation to Commence Rental Payments with respect to the above referenced
Lease. I hereby certify that:
I. The Equipment described in the Equipment Schedule has not been delivered, installed or available for use as of the Lease
Date of this Equipment Schedule;
2. Lessee acknowledges that Lessor has agreed to deposit into an Escrow Account an amount sufficient to pay the total cost of
the Equipment identified in Exhibit A upon delivery;
3. The principal amount of the Rental Payments in the Payment Schedule accurately reflects the cost of the Equipment;
4. Lessee agrees to execute an Acceptance Certificate and Payment Request Form authorizing payment of the cost of the
Equipment, or a portion hereof, for each withdrawal of funds from the Escrow Account.
Notwithstanding that the Equipment has not been delivered to, or accepted by, Lessee on the Lease Date hereby warrants that:
(a) Lessee's obligation to commence Rental Payments as set forth in Payment Schedule is absolute and unconditional as of the
Lease Date and on each date set forth in Payment Schedule thereafter, subject to the terms and conditions of the Lease,
particularly Section 3.2 thereof;
(b) immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee's final acceptance of the
Equipment by delivering to Lessor the "Acceptance Certificate" in the form attached to the Equipment Schedule;
(c) in the event that any surplus amount is on deposit in the Escrow Account and the Agreement is terminated pursuant to Section
3.2 (Termination by Lessee) or Section 12.1 (Event of Default) thereof, those amounts shall be forwarded to Lessor or its assignee,
if assigned, to be applied as provided in the Agreement. Lessee shall have no further interest therein. Any surplus amount
remaining after payment of all of the Equipment to be leased under the Agreement will be forwarded to Lessor, or to its assignee, if
assigned, for application toward the next Rental Payment due.
(d) regardless of whether Lessee delivers a final Acceptance Certificate, all Rental Payments paid prior to delivery of all the
Equipment shall be credited to Rental Payments as they become due under the Lease as set forth in Payment Schedule.
Notwithstanding any other provision of this Acceptance of Obligation, the Lease shall remain in full force and effect with respect to
allptthe p~ortionofthe Equipment accepted by Lessee as provided in this Lease.
rf ,',
I;'~\' ,
/l"),~:/ _ ,", '
#,,~'tSEAjj)\.\ ,~ ....
1{~Wft,~'\f ~ c~~; VI
~..~...:::::'.::; \:...,...i~...."
-\\~'y .--'>, :./' . , .
\;[{2:~.~~~-, ,,~?;;ij(
~~;-,;::::-'\'
KOLHAGE, Clerk
lQw~
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
Lessee
Ba,::2-~
Name: Murray elson
Title: Mayor
D~e: December 17, 2003
MONROE COUNTY ATTORNEY
..--1ITROVED AS TW1.
~~~~
UZANN A. UTTON
ASSISTANT CO~;r..y:jTORNEY
Date /~ 7
. 7 /
Lease No.:
Equipment Schedule: 01
P A VMRNT SCHRDm ,R
The Lease Date with respect to the above referenced Equipment Group shall be December 18,2003. The Annual Interest
Rate applicable to the Equipment Group shall be 3.610%. Lessee will make Rental Payments each consisting of Principal and Interest
as set forth below for a term of Four (4) years. The first Rental Payment is due on February 1, 2004 and subsequent payments are due
Annually on like date thereafter.
PAYMENT PURCHASE
tlIQ. DAIE PAYMFNT INTFRF~T PRINCIPAl eB.I.CE
1 2/1/04 $136,861.78 $2,333.88 $134,527.90 $394,109.39
2 2/1/05 $136,861.78 $13,814.15 $123,047.63 $267,370.34
3 2/1/06 $136,861.78 $9,371.75 $127,490.03 $136,055.60
4 2/1/07 $136,861.78 $4,768.96 $132,092.82 $0.00
Grand Totals $547,447.12 $30,288.74 $517,158.38
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
Lessee
Clerk
BY~~
Name: MurrayE. N on
Title: Mayor
Date: December 17, 2003
... After payment of Rental Payment due on such date.
MONROE COUNTY ATTORNEY
~
~ SUZANN . HUTTON
ASSISTANT cou~ 7jRNEY
Dale (2, ~
/
EXHIBIT B-1
[Escrow]
Lease No.:
Equipment Schedule: 01
TAX A(;RRRMRNT AND ARRITRA(;R CRRTIFICATR
This TAX AGREEMENT AND ARBITRAGE CERTIFICATE (this "Certificate") is issued by MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS ("Lessee") in favor of Leasing 2, Inc. ("Lessor") in connection with that certain Master Lease
Agreement dated as of December 18, 2003 (the "Agreement"), by and between Lessor and Lessee. The terms capitalized herein but not
defined herein shall have the meanings assigned to them in the Agreement.
Set'tion 1 In (;eneral.
1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the
financing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the
Equipment Schedule referenced above (the "Equipment Schedule") executed under the Agreement (together with all related documents
executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents,
Lessor shall apply Five hundred seventeen thousand one hundred fifty-eight dollars thirty-eight cents ($517,158.38) (the
"Principal Amount") toward the acquisition of the Equipment and Lessee shall make Rental Payments under the terms and conditions as
set forth in the Financing Documents.
1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing
and executing the Financing Documents, pursuant to the resolution or other official action of Lessee adopted with respect to the
Financing Documents, a copy of which has been delivered to Lessor.
1.3, The Financing Documents are being entered into for the purpose of providing funds for fmancing the cost of acquiring, equipping
and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment
Schedule. The Principal Amount will be deposited in escrow by Lessor on or after the Lease Date of the Equipment Schedule and held
pending acquisition of the Equipment under the terms of the Agreement.
1.4. Lessee will timely file for each payment schedule issued under the Lease a Form 8038-G (or, if the invoice price of the Equipment
under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance
with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code").
Section 2 Non-Arhitra~ Certifieations.
2. I. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or
an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the
payment of the Rental Payments due under the Financing Documents or pledged as security therefore.
2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within
fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of
financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially
the same claim to be paid out of substantially the same source of funds as, the Financing Documents.
2.3. Other than the Principal Amount held in the Escrow Account, Lessee does not and will not have on hand any funds that are or will
be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate
source of financing for the Equipment.
2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than
the yield realized by Lessor from Rental Payments received under the Financing Documents.
2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents
were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and
installing the Equipment.
2.6. Lessee does not expect to convey, sublease or otherwise dispose ofthe Equipment, in whole or in part, at a date which is earlier
than the final Payment Date under the Financing Documents.
Seetion J. Dishursement of Funds; Reimhursement to I.essee.
3.1. It is contemplated that the entire Principal Amount deposited in escrow will be used to pay the acquisition cost of Equipment to the
vendors or manufacturers thereof, provided that, if applicable, a portion of the principal amount may be paid to Lessee as
reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.
3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the
following conditions have been satisfied:
(a) Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation S 1.150-2 (the
"Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a
portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted
the Declaration of Official Intent;
(b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the
expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type
properly chargeable to a capital account under general federal income tax principles; and
(d) Lessee will not use any reimbursement payment in a manner which could be construed as an artifice or device under Treasury
Regulation ~ 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements.
Section 4 Use and Investment nfFunds; Tempora11' Period,
4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations
to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not
binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed
with due diligence to the date offinal acceptance of the Equipment.
4.2. An amount equal to at least eighty-five percent (85%) ofthe Principal Amount will be expended to pay the cost of the Equipment
by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to
acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially
guaranteed yield of four (4) years or more.
4.3, (a) Lessee reasonably expects to cause the Equipment to be acquired by February 1, 2004 (date).
(b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in
accordance with Section 148(f) of the Code llIlless (i) the entire Principal Amount is expended on the Equipment by the date that is the
six-month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the
following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of
the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal
Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the
Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the
cost of the Equipment prior to eighteen (18) months from the date of issuance ofthe Financing Documents.
(c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; and (ii) the Lease is not a "private activity
bond" under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental
activities of Lessee.
Section Ci Rscrow Account.
The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or
manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the
Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148( a) of the Internal Revenue Code of 1986,
as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest
earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment.
Section 6 No Private TJse; No Consumer I.oan.
6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more
than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten
percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used
or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in
respect of property or borrowed money used or to be used for a Private Business Use.
In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private
Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business
Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be
used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the
Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which
such Excess Private Use Portion is related. For purposes of this paragraph 6.1, "Private Business Use" means use of bond proceeds or
bond fmanced-property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a
person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the
general public.
6.2. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-
governmental entities or to any governmental agencies other than Lessee.
Section 7 No Federal Guarantee,
7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part,
by the United States or an agency or instrumentality thereof.
7.2. No portion ofthe Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest
of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly
or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to
be "federally guaranteed" within the meaning of Section 149(b) ofthe Code.
Section R Miseellaneous.
8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance
satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as
Lessee's agent for such purpose.
8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount for a period of five (5)
years after payment in full under the Financing Documents.
8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other
facts, estimates or circumstances that would materially change the expectations expressed herein.
IN WITNESS WHEREOF, this Tax Agreement and Arbitrage Certificate has been executed on behalf of Lessee as of
December 18, 2003.
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
Lessee
-CSEA.~), ,,'3'\"'\'
l AttrstL_.:~,:t. KOLHAGE, Clerk
;!~-', '"r-N(~.,\". ""Ii 1 (\.. ~1 -+- -)
\~;,'\~;";:~:'i,,"..d~. ~?~
\:;'.::::<;:.';":.", :",'_.. . tw' Clerk
,~~"' '" ,_3J \,~:::.._;';:'>/. .,,'
\'(,,;Z~r;~~;:;~'~"
By~~r-
Name: Murray E. son
Title: Mayor
Date: December 17, 2003
Issuer's name
Monroe Coun Board of Coun Commissioners
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(el
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
If Amended Return check here ~ 0
2 Issuer's, employer identification number
59 : 6000749
OMS No, 1545-0720
Form 8038-G
3 Number and street (or P.O. box if mail is not delivered to street address)
500 Whitehead St.
5 City, town or post office, state, and ZIP code
Ke West FL 33040
7 Name of issue
Master Lease A reement
Room/suite 4 Report number
3 - 01
6 Date of issue
December 18 2003
8 CUSIP number
2/1/2007 517 158.38
Uses of Proceeds of Bond Issue includin
Proceeds used for accrued interest. . . . . , . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)). . . .
Proceeds used for bond issuance costs (including underwriters' discount). 24
Proceeds used for credit enhancement. . . . . . . . . . .. 25
Proceeds allocated to reasonably required reserve or replacement fund . 26
Proceeds used to currently refund prior issues . 27
Proceeds used to advance refund prior issues. . . . . . . . .. 28
Total (add lines 24 throuah 28) . . . . . . . . . . . . . . . . . . . . . . .
Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here). . . .
Descri tion of Refunded Bonds Com lete this art onl for refundin bonds.
Enter the remaining weighted average maturity of the bonds to be currently refunded . . " . ~
Enter the remaining weighted average maturity of the bonds to be advance refunded. . . .. ~
Enter the last date on which the refunded bonds will be called. . . . . . . . . . . " ~
~
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) .
36a Enter the <mount of goss proceeds i1vested or to be i1vested i1 a gucrcnteed iwestment contract (see i1structionsl
b Enter the final maturity date of the guaranteed investment contract ~
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the
issuer ~ and the date of the issue ~
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(1I1) (small issuer exception), check box . ~ Ii!!
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . ~ 0
40 If the issuer has identified a hed e check box . ~ 0
(e) Yield
9
T~rumberof ~~3~Oese.llative
See instructions and attach schedule
11
12
13
14 $517158.38
15
16
17
18
3.610 0
22
23
24
25
26
27
28
29
30
$517158.38
$517 158.38
vears
vears
Sign
Here
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they
are true, correct and complete.
12/17/03
Murrav E. Nelson. Mayor
r print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructi
Form 8038-G (Rev. 11-20001
(SEAL) Clerk
A,k,test: Da~~y t. I\o{?age
By:~J..&..C. ~
Clark Martin
Fire Rescue
RESOLUTION NO. 524A - 2003
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA
AUTHORIZING THE CHAIRMAN TO EXECUTE AND DELIVER A MASTER LEASE AGREEMENT,
EQUIPMENT SCHEDULE NO. 01, AND RELATED INSTRUMENTS, AND DETERMINING OTHER
MA TIERS IN CONNECTION THEREWITH.
WHEREAS, the Board of County Commissioners of Monroe County, Florida ("Lessee") desires to obtain certain
equipment (the "Equipment") described in Equipment Schedule No. 01 to the Master Lease Agreement (collectively, the
"Lease") with Leasing 2, Inc., the form of which has been available for review by the governing body of Lessee prior to this
meeting; and
WHEREAS, the Equipment is essential for the Lessee to perform its governmental functions; and
WHEREAS, the funds made available under the Lease will be deposited into an Escrow Account pursuant to the Lease and
will be applied to the acquisition of the Equipment in accordance with the Lease; and
WHEREAS, Lessee has taken the necessary steps, including those relating to any applicable legal bidding requirements, to
arrange for the acquisition of the Equipment; and
WHEREAS, Lessee proposes to enter into the Lease with Leasing 2, Inc. substantially in the form presented to this meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF LESSEE AS FOLLOWS:
Section 1. It is hereby found and determined that the terms of the Lease and related instruments (collectively, the "Financing
Documents") in the forms presented to this meeting and incorporated in this resolution are in the best interests of Lessee for
the acquisition of the Equipment.
Section 2. The Financing Documents and the acquisition and financing of the Equipment under the terms and conditions as
described in the Financing Documents are hereby approved. The Mayor and Mayor Pro Tern of Lessee are hereby authorized
to execute, acknowledge and deliver the Financing Documents with any changes, insertions and omissions therein as may be
approved by the officers who execute the Financing Documents, such approval to be conclusively evidenced by such
execution and delivery of the Financing Documents. The Clerk of the Lessee and any deputy clerk are hereby authorized to
affix the official seal of Lessee to the Financing Documents and attest the same.
Section 3. The proper officers of Lessee be, and each of them hereby is, authorized and directed to execute and deliver any
and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all
other acts and things necessary or proper for carrying out this resolution and the Financing Documents.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of
said Board held on the 17thdayof December, 2003.
<:;~~:;~~~~
~~.' .---,~' "',.~
;~,' .:-:::~ a.~
,; J -~ -, ') ..
/1, ,'- ,;n 23 ....;~
!f<' "':;j:: 1~..e.\\
: i . '. '\ \.i, f.'~ ' .. ) ':J;;"
~-'-'-.,._:;.,~ n ..., ~',~--<'L'-_~
',- ;-:C:'='~';::O-2.::.3 --=~"'. ...,1 ,J
'';:'''::~3~~ ~~:..%!;%/!
~'-,"...' -;=...~ ~~ .i-'-''/-?''
(S I)"""....... ";v
ea -~>.. :- >__ ____1\'.. .-;;-:.-
Att~'~. ~~t;.
Deputy Clerk /
Mayor Nelson
Mayor Pro Tern Rice
Commissioner Spehar
Commissioner Neugent
Commissioner McCoy
Yes
Yes
Yp","
YfJ.p,
Yes
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY~ "-- ~tr
Mayor
tVlUi~II\.;"" "''--....NTy ATTORNEY
,A~~4~Z:
~UZANNE /i.. HUTTON
Ja!p ASSISTANT CJ~Y~, ATTORNEY
',-..../2-/ :LIJ::. ~
CERTIFICATE OF RESOLUTION
EXHIBIT C-l
The undersigned certifies that the resolution passed and adopted by the Board of County Commissioners of
Monroe County, Florida on December 17,2003 described as:
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA
AUTHORIZING THE CHAIRMAN TO EXECUTE AND DELIVER A MASTER LEASE AGREEMENT,
EQUIPMENT SCHEDULE NO. 01, AND RELATED INSTRUMENTS, AND DETERMINING OTHER
MATTERS IN CONNECTION THEREWITH.
has not been repealed or amended and remains in full force and effect and further certifies that the Lease executed
on behalf of Lessee is the same as presented at such meeting of the governing body of Lessee, excepting only such
changes, insertions and omissions as shall have been approved by the officers who executed the same.
Date: ..})ec.einb~r 17
2003
BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, Lessee
'I:
~~I:C.' ,\ .f
4 't)'" 'i_,'.
~~ ! 1\.. \
'. ...... " _d,l \ '--"", __ ,..: '
~~.,~~:}~~~l~bLHAGE, Clerk .
\~i t~ ~~
By' , ....'.::.~" .--' ." / . ~.
~~1f$ erk ./
BY:~p =-~
Name: Murray E. Nelson
Title: Mayor
EXHIBIT D
Lease No.:
Equipment Schedule: 01
INCIJMRRNCV CRRTlFICATR
I do hereby certify that I am the duly elected or appointed and acting C 1 e r k of Monroe County Board
of County Commissioners, a political subdivision duly organized and existing under the laws of the State of Florida, that I have custody
of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such
entity holding the offices set forth opposite their respective names.
I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii)
such officers have the authority on behalf of such entity to enter into that certain Master Lease Agreement dated as of December 18, 2003
between such entity and Leasing 2, Inc..
NAME
IIILE
STGN A Tl TRF
~
MUmlY F Neh:nn
M:lynr
IN WITNESS WHEREOF, I have duly executed this certificate as of this 1.L day of December , 2003
By:M~Q. ~~~
Board Member or other authorized officer's signature
Title:
Clerk
Name:
(Printed or typed)
Danny L. Kolhage
OEC-18-03 13.04 FROM.MONROE COUNTY ATTY OFFICE 10.3052823516
PAGE 2/3
O~~Y~~~~E
130S1~'
BOARD OF COUNlY CO~SJ:t"INEAs
MAYOR MuJo~ E. Nelson, District 5
Mayor Pro Tem, David P. Rice, District 4
Dixie No. Spehar, Di$trid 1
George Neugent, District 2
Charles -Sonny" McCoy, I)istri<;t 3
Office of the Courrty A tforney
PO Box 1026
Key West, FL 33041~1026
305/292-3470 - Phon~
305/292-3516 - Fox
.
December 18, 2003
Leasing 2, Inc.
1720 West Cass Street
Tampa, FL 33606-1230
RE: Master Lease Agreement dated as of December 18, 2003 (the "Agreementn) by
and between Leasing 2, Inc. ("Lessor") and Monroe County Board of County
Commissioners ("Lessee")
Ladies and Gentlemen:
We have acted as counsel to Lessee with respect to the Agreement described
above and various related matters, and in this' capacity have reviewed a duplicate
original or certified copy thereof and Equipment Schedule No. 01 executed pursuant
thereto (together with the Agreement, the "Lease"). The terms capitalized in this opinion
but not defined herein shall have the meanings assigned to them in the Lease. Based
upon the examination of these and such other documents as we have deemed relevant,
it is our opinion that:
1. Lessee is a political subdivision of the State of Florida (the "State") within the
meaning of Section 103(c) of the Internal Revenue Code of 1986, as amended, and is
duly organized, existing and operating under the Constitution and laws of the State.
2. Lessee is authorized and has the power under applicable law to enter into the
Lease, and to carry out its obligations thereunder and the transactions contemplated
thereby_
3. The Lease has been duly authorized, executed and delivered by and on behalf
of Lessee, and is a legal, valid and binding obligation of Lessee enforceable in
accordance with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency and other similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles.
DEC-18-03 13.04 FROM.MONROE COUNTY ATTY OFFICE
ID.3052823516
PAGE
3/3
Leasing 2, Inc.
Master Lease Agreement
December 18, 2003
Page 2
4. The authorization and execution of the Lease and all other proceedings of
Lessee relating to the transactions contemplatecl thereby have been performed in
accordance with all applicable open meeting, public records, public bidding and all other
laws, rules and regulations of the State.
5. The execution of the Lease and the appropriation of moneys to pay the Rental
Payments coming due thereunder do not and will not result in the violation of any
constitutional, statutory or other limitation relating to the manner, form or amount of
indebtedness which may be incurred by Lessee.
6. There is no litigation, action, suit or procE)eding pending or before any court,
administrative agency, arbitrator or govemmental body that challenges the organization
or existence of Lessee, the authority of Lessee or its officers or its employees to enter
into the Lease, the proper authorization and/or execution of the Lease or the documents
contemplated thereby, the appropriation of moneys to make Rental Payments under the
Lease for the current Fiscal Year of Lessee, or the ability of Lessee otherwise to
perform its obligations under the Lease and the transactions contemplated thereby. To
the best of our knowledge, no such litigation, action, suit or proceeding is threatened.
7. The Equipment is personal property. and when used by Lessee will not be or
become fixtures under the Jaws of the State.
8. Resolution No. 524A-2003 of the governing body of Lessee was duly and
validly adopted by such governing body on December 17, 2003, and such resolution
has not been amended, modified, supplemented or repealed and remains in full force
and effect.
This opinion may be relied upon by the addressee hereof and its successors and
assignees of interests in the Lease, but only with re~Jard to matters specifically set forth
herein.
Sincerely,
Suzanne A. Hutton
Assistant County Attorney
SAH:dct
Enclosure
CC: Clark Martin
EXHIBIT G-l
Lease No.:
Equipment Schedule: 01
DATE:
December 17, 2003
TO:
VFIS of Florida
Phone: 1-800-233-1957
1 South Ocean Blvd. #310
Boca Raton, FL 33432
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS has entered into a Master Lease Agreement dated as of
December 18, 2003 with LEASING 2, INC.. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent
named above to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss
Payable Clause naming Leasing 2, Inc. and/or its assigns as Loss Payee.
The Coverage Required is $517,158.38.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Leasing 2, Inc. and/or its assigns as Additional
Insured.
The following minimum coverage is required:
Liability:
Liability - Bodily Injury:
Liability - Property Damage:
$ 500,000.00 per person
$1,000,000.00 aggregate
$1,000,000.00 property damage liability
PROPERTY: (183) MSA SCBA Model:UM314500CI250; (183) Spare 30' Stealth Cylinder Model:80756; (183) Clear Command
Communication System Model: 1 0024074; (23) Amplifier Radio Interface Model: 1 0024073; (23) PTT Kit for Interface for Motorola
HT 1 000, JT 1 000,MT2000,MTS2000,MTX838,MTX2000,MTX8000,MTX9000,GP900,XTS3000,XTS3500,MTX Model: 10025553; (9)
Rescueaire II Portable RIT Pack Model: 10041232; CARE Class for 3 people; In-service training
LOCATION:
Various,
Upon issuance of the coverage outlined above, please mail a certificate of insurance to
Leasing 2, Inc. and/or its Assigns
1720 West Cass Street
Tampa, FL 33606-1230.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
:~<>-~-
, ;3j~!f~di,:~":"""'"
/"'Ii ,f'"
(.'~a,t~:' i, }'
i>' <S~iJ:, \
\."""~ttest.: DANNY'L. KOLHAGE, Clerk
By~O-. ~%\~
Deputy Clerk J
\~/\7 /03
I /
MuNROE COUNTY ATTORNEY
~
ZAN E. T ON
)",~SI~~~1 /nTJjORNEY
EXHIBIT G-l
Lease No.:
Equipment Schedule: 0 I
DATE:
December 17, 2003
TO:
Florida League of Cities
Phone:
Fax:
1-800-445-6248
407-425-9378
P.O. Box 530065
Orlando, FL 32853
Insurance Agent Name & Address
Phone Number and Fax Number
Gentlemen:
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS has entered into a Master Lease Agreement dated as of
December 18,2003 with LEASING 2, INC.. In accordance with the Agreement, Lessee certifies that it has instructed the insurance agent
named above to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance and Long Form Loss
Payable Clause naming Leasing 2, Inc. and/or its assigns as Loss Payee.
The Coverage Required is $517,158.38.
b. Public Liability Insurance evidenced by a Certificate of Insurance naming Leasing 2, Inc. and/or its assigns as Additional
Insured.
The following minimum coverage is required:
Liability:
Liability - Bodily Injury:
Liability - Property Damage:
$ 500,000.00 per person
$1,000,000.00 aggregate
$1,000,000.00 property damage liability
PROPERTY: (183) MSA SCBA Model:UM314500CI250; (183) Spare 30' Stealth Cylinder Model:80756; (183) Clear Command
Communication System Model: 10024074; (23) Amplifier Radio Interface Model: 10024073; (23) PTT Kit for Interface for Motorola
HT 1 000, JT I 000,MT2000,MTS2000,MTX838,MTX2000,MTX8000,MTX9000,GP900,XTS3000,XTS3500,MTX Model: 10025553; (9)
Rescueaire II Portable RIT Pack Model:l0041232; CARE Class for 3 people; In-service training
LOCATION:
Various,
Upon issuance of the coverage outlined above, please mail a certificate of insurance to
Leasing 2, Inc. and/or its Assigns
1720 West Cass Street
Tampa, FL 33606-1230.
Your courtesy in issuing and forwarding the requested certificate at your earliest convenience will be appreciated.
Very truly yours,
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
~.,
,. ;:, ~\ ,__...r~'__,", ""'" " ~...';...
,/,;-:.' '>'N.fme: Murr"""- 'E:0r. 'e
'I' " ^ [IiiY.,~
h.C! TiN. "Mo' ., -
4::" i ' "" \ \ ' \,
"I'" \ . ~'---'
I1~Y,. .Bate' ~. \,bl--r \ I - 03
~ ~~~l~' .'~:_-'~::::. ,/:~_.~:'::~ '-
.~, \'f,:;'(~f~L h .
\::;~~~~~st: . pANNY L. KOLHAGE, Clerk
".:~~~~;~~ Q . NJ>{~
Deputy Clerk ~
~ /f .c-vt-(J
,
EXHIBIT G-2
Lease No.:
Equipment Schedule: 01
(If Lessee uses a commercial carrier for Property and Liability Insurance,
disregard this questionnaire.)
QUESTIONNAIRE FOR SELF-INSURANCE TO
MASTER LEASE AGREEMENT
In connection with the Master Lease Agreement (the "Agreement"), dated as of December 18, 2003, made and entered into by and
between Leasing 2, Inc., as Lessor (the "Lessor"), and the lessee identified below, as Lessee (the "Lessee"), Lessee warrants and
represents to Lessor the following information. The terms capitalized herein but not defined herein shall have the meanings assigned to
them in the Agreement.
Pr()!'prty In~uranl?P
a. Lessee is self-insured for damage or destruction to the Equipment.
YES ,'NO) (circle one--if"NO" skip to? lJahility lnwranl?p)
If yes, the dollar amount limit for property ~ge to the Equipment under the Lessee's self-insurance program is $
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for property damage
to the Equipment as indicated above.
@.[) NO (circle one)
If yes, the umbrella p06rQ":)es coverage for all risk property damage.
YES NO (circle one)
If yes, the dollar limit for property damage to the Equipment under such umbrella policy is $ Ac tual. cash value.
2 l.iahility Imuranl?P.
a. Lessee is self-insured for liability for injury or death of any person or damage or loss of property arising out of or relating to
the condition or operaG:rO Equipment.
YES NO (circle one-if "NO" skip balance of questionnaire)
If yes, the dollar limit for such liability claims under the Lessee's self-insurance program is $ 100,000
b. The Lessee maintains an umbrella insurance policy for claims in excess of Lessee's self-insurance limits for liability
including injury or deaCofPg)ons or damage to property as indicated above.
YES NO (circle one)
If yes, the umbrella policy provides coverage for liabilities for injury and death to persons as well as damage or loss of
property arising out of ~g to the condition or operation of the Equipment.
~ NO (circle one)
lfyes, the dollar amount of the umbrella policy's limits for such liability coverage is $ 5,000,000
1 A Splf In~uranl?P Fund,
a. Lessee maintains a self-insurance fund.
rYES)
If yes, please complet~wing:
Monies in the self-insurance fund are subject to an~ual a ropriation.
YES NO (circle one)
The total amount maintained in the self-insurance fun to cover Lessee's self-insurance liabilities is $
NO
( circl e one)
1,000..000
b. Amounts paid from th~3 self-insurance fund are subject to limitations for each claim.
YES NO (circle one)
If yes, the dollar amount of lmit per claim is $ 100,00.0
lR Nn Sf'lfTn~uranrf' Pund,
a. If Lessee does not maintain a self-insurance fund, please complete the following:
Lessee obtains funds to pay claims for which it has self-insured from the following sources:
b. The limitations on the amounts payable for claims from the above sources are as follows:
4 Authnrity.
a. The following entity or officer has authority to authorize payment for claim: / over 25,000
County Administrator up to $25,000; Monroe County Board of County Commissioners
b. In the event the entity or officer named in the prior response denies payment of a claim, does the claimant have recourse to
another administrative officer agency or the courts?
~ NO (circle one)
If yes, to wh~he claimant have recourse? the courts
'i rf'rtifiratf'~ qfTn~uranrf'.
,~ereto are copies of certificates of insurance with respect to policies maintained by Lessee,
:' ,~.~d C) r. 1'".,~! '::-:::~<~"""
ll,'f:~~~:a.:.PF, Lessee has caused this Questionnaire to be executed as a supplement to the representations of Lessee in the
.~em.~'bY,:tts~li.l'orized officer. This Questionaire was completed on the phone with
,,'. \ ,. , ..' Bill Grumhaus, Monroe CouD.1:LRisk ManMer 12/16/200,3. ......./
-, MONROE COUNfY BOARD or __ V~ Hot<}\./
COUNTY COMMISSIONERS
Lessee
~(sEAfJ
'kt.~~t: DAmlYL. KOLHAGE, Clerk
~y'.'~~C.~~~
Deputy Clerk
~;:;z
Title: Mayor
December 17, 2003
~
Date:
Telephone: 305-852-7175
Facsimile: 305-289-6336
Attachment
SCHEDULE A TO FINANCING STATEMENT OF
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, AS DEBTOR, AND
LEASING 2, INe., AS SECURED PARTY
(;ontinlll'ltion of(;ol1l'1tp.Tl'Il np.~cription
The financing statement to which this Schedule A is attached covers the types of property described on the face of such
financing statement and all of the Debtor's right, title and interest in and to (collectively, the "Collateral"):
(183) MSA SCBA Model:UM314500C1250; (183) Spare 30' Stealth Cylinder Model:80756j (183) Clear Command
Communication System Model:10024074; (23) Amplifier Radio Interface Model:10024073; (23) PTT Kit for Interface for
Motorola HT1000, JT1000, MT2000, MTS2000, MTX838, MTX2000, MTX8000, MTX9000, GP900, XTS3000, XTS3500,
MTX Model:10025553; (9) Rescueaire II Portable RIT Pack Model:10041232; CARE Class for 3 people; In-service training
(a) the equipment described in Equipment Schedule No. 01 dated as of December 18, 2003 (the "Equipment Schedule") to
the Master Lease Agreement dated as of December 18, 2003 (the "Agreement," and together with the Equipment Schedule, the
"Lease") between Debtor, as lessee, and Secured Party, as lessor, as such Lease may be amended, modified or supplemented from time
to time together with all of Debtor's right, title and interest in and to the Escrow Account established pursuant to the Lease;
(b) to the extent not included in the foregoing, all books, ledgers and records and all computer programs, tapes, discs, punch
cards, data processing software, transaction files, master files and related property and rights (including computer and peripheral
equipment) necessary or helpful in enforcing, identifying or establishing any item of Collateral; and
(c) to the extent not included in the foregoing, all proceeds and products of any or all of the foregoing, whether existing on the
date hereof or arising hereafter.
Lease No.:
Equipment Schedule: 01
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Dated: December 18, 2003
LEASING 2, INe. ("Assignor") hereby gives notice that it has assigned and sold to SunTrust Leasing Corporation ("Assignee") all of
Assignor's right, title and interest in and to the rental payments and other amounts due under the Master Lease Agreement (the "Lease")
by and between Assignor and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ("Lessee"). All rental payments
and other amounts coming due pursuant to the Lease on and after the date hereof are payable to and should be remitted to Assignee at
the following address:
SunTrust Leasing Corporation
P.O. Box 79194
Baltimore, MD 21279-0194
Lessee hereby acknowledges the effect of the assignment and absolutely and unconditionally agrees to deliver all rental payments and
other amounts coming due under the Lease in accordance with the terms thereof on or after the date of this Notice and
Acknowledgment of Assignment.
Lessee agrees that (i) Assignee shall have all the rights of lessor under the Lease and all related documents, including, but not limited
to, the right to issue or receive all notices and reports, to give all consents, to receive title to the equipment, to declare a default and to
exercise all remedies thereunder, and (ii) Lessee shall pay Assignee all installment payments and other amounts due under the Lease as
and when due, without deduction or offset, notwithstanding any claim Lessee may have against the original lessor, Assignor, Assignee
or relative to the equipment, or any other claim of Lessee arising prior to the assignment and sale of the Lease to Assignee, and (iii)
Lessee has an unconditional obligation to make payments to Assignee and its assigns under the Lease and the Lease may be terminated
(in whol~ hut not in plITt) by Lessee prior to all payments having been made only pursuant to nonappropriation.
Assignor and Lessee agree and acknowledge that this Notice and Acknowledgment of Assignment is made for and inures to the benefit
of Assignee and its assigns. The Lease remains in full force and effect, has not been amended and no nonappropriation or event of
default (or event which with the passage of time or the giving of notice or both would constitute a default) has occurred thereunder.
Any inquiries of Lessee related to the Lease and any requests for escrow disbursements, if applicable, should be directed as follows:
SunTrust Leasing Corporation
29 West Susquehanna Avenue, Suite 400
CMD2424
Towson, MD 21204
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS LEASING 2, INe.
Lessee Assignor
BY~
Name: Murray E. Nel
Title: Mayor
L-~
BY~
Name: Brad Meyers
Title: President
17...-t1r-05
Date:
December 17, 2003
Date:
(SEAL)
Attest: DANNY L. KOLHAGE,~
By ~ boO (' . ~ .
Deputy Clerk
MONROE COUNTY ATTORNEY
~~
ZANNE A. H TTON
Date~SSI,:~~T~~1PJ~RNEY .
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:
Susan Hover
Company:
Monroe County Fire Rescue
Street Address or Box #:
490 63rd Street Ocean
City, State, Zip: Marathon, FL 33050
Monroe
County:
Telephone: (305 289-6088
Fax: (305 289-6336
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or services to a public entity, may not submit
a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list. "
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
Leec5.,ol\,9
L I~c.
,
warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. 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.
Yi?n:.;
Date: I Z. .... \ ~ - 0 ~
STATE OF 'fl.(:;"..~ ~
COUNTY OF \A\\~s~k.
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
\Srtt.ot
}I\~-lYY S
who, after first being sworn by me, affixed his/her
individual signing) in the space provided above on this
l6~ day of
~ o.vtd R BrIll8In
t",,!~Commlsalon CC929820
"" --...., 12, 20CU
My commission expires:
r; I, 2-/ovl
OMB - MCP FORM #4
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
Llj5c~ Lt' ~C.
(Name of ness)
1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that
will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining
a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,
and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a
copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the
commodities or contractual services that are under bid, the employee will abide by the terms of the
statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any
violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any
state, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation
program if such is available in the employee's community, or any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this
section,
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
~
/'---
Bidder's Sig tu '-/
/"L-l ~-()3
Date
OMB - MCP#5