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UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA


CASE NO.: 8:13-CV-01900-T-30EAJ
HEWLETT-PACKARD FINANCIAL
SERVICES COMPANY, a Delaware
corporation,
Plaintiff,
vs.
BREVARD COUNTY CLERK OF THE
CIRCUIT COURT, a political subdivision
of the State of Florida, BLUEGEM LLC, a
Florida limited liability company, ROSE HARR
and CARUSO, SWERBILOW & CAMEROTA,
P.A., a Florida professional association,
Defendants.

AMENDED COMPLAINT
Plaintiff Hewlett-Packard Financial Services Company, through its undersigned
attorneys, hereby sues Defendants Brevard County Clerk of the Circuit Court, BlueGEM LLC,
Rose Harr and Caruso, Swerbilow & Carnerota, P.A, and states:
THE PARTIES, JURISDICTION AND VENUE
1. Plaintiff Hewlett-Packard Financial Services Company ("HPFS"), is a Delaware
corporation, with its principal place of business located in Berkley Heights, New Jersey. HPFS is
authorized to conduct business in the State of Florida.
2. Defendant, Brevard County Clerk of the Circuit Court ("Clerk"), is a fully
constituted political subdivision of the State of Florida, whose fundamental purpose is to operate
the state court in Brevard County, Florida.
EXHIBIT
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3. Defendant Blue GEM LLC ("BlueGEM"), is a limited liability company,
organized under the law of the State of Florida, with its principal business office located in
Brevard County, Florida.
4. Defendant Rose Harr ("Harr") is a Florida citizen residing in Brevard County,
Florida. At all times material hereto, Harr was the CEO of BlueGEM.
5. Defendant Caruso, Swerbilow & Camerota, P.A. ("CSC"), is a Florida
professional association, with its principal place of business located in Merritt Island, Florida.
Joe Teague Caruso, Esq. ("Caruso"), is the President and Senior Partner of CSC. Caruso is
licensed to practice law in the State of Florida.
6. This Court has diversity jurisdiction pursuant to 28 U.S.C. 1332, as the parties
are of diverse citizenship and the matter in controversy is for claims in excess of $75,000,
exclusive of attorney's fees, interest and costs.
7. Venue is appropriate in this judicial district because the Defendants reside within
the Middle District of Florida and the acts, occurrences and omissions that gave rise to the claims
asserted herein, principally occurred in or emanated from this district.
BACKGROUND FACTS
8. HPFS is a financial services company that, among other things, extends credit to
parties, such as the Clerk, for the purchase of computer equipment, software and related services,
which are usually acquired through or provided by vendors, such as Blue Gem, who in this case,
worked directly with its customer, the Clerk, to locate and sell select products to and services
needed by the Clerk for the operation of its office.
9. In early October 2012, HPFS was contacted by BlueGEM, who was seeking
financing for the Clerk, who needed to acquire certain computer software and equipment and
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digital imaging services so that the Clerk could digitize old paper court files. At that time, the
Clerk was Mitch Needelman ("Needelman").
10. Through most of October 2012, HPFS, BlueGEM and the Clerk negotiated the
terms of the financing transaction proposed by BlueGEM and the Clerk.
11. By October 24, 2012, the parties agreed upon the business terms of a proposed
financing by HPFS, and on that date, HPFS loaned $6,100,000.00 to the Clerk, most of which
ftmds were dispersed at the Clerk's direction to BlueGEM. As consideration for the loan, the
Clerk executed a Promissory Note in the principal sum of $6,100,000.00 in favor of HPFS (the
"Note"). A true and correct copy of the Note is attached as Exhibit A. The acquisition by the
Clerk of the imaging equipment, use of Blue Gem's services, and execution by the Clerk of the
Note, is sometimes referred to below as the "Transaction."
COUNT I
ACTION ON NOTE AGAINST THE CLERK
12. HPFS realleges the allegations of paragraphs I through 11 above, as if fully set
forth herein.
13. For value received, on or about October 23, 2012, the Clerk executed and
delivered the $6,100,000 Note to HPFS under which the Clerk was obligated to make 60
consecutive equal monthly installments of$110,776.00, commencing with execution of the Note.
14. HPFS owns and holds the Note.
15. The Clerk has defaulted under the Note by, without limitation, failing to make its
monthly installment payments from November 2012 and thereafter, as and when due under the
Note. Said defaults remain uncured.
16. Based upon the Clerk's failure to timely make its monthly installment payments,
HPFS has accelerated the total amount due under the Note.
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17. The Clerk has been provided notice of default through correspondence sent by
HPFS on March 20, 2013 and by the filing of this lawsuit.
18. All conditions precedent to the Clerk's obligation to pay HPFS the indebtedness
due under the Note have occurred.
19. The Clerk owes HPFS approximately $6,000,000 for the outstanding principal
balance on the Note, together with accrued interest and late charges of 18% as provided for in
paragraph 3 of the Note.
20. HPFS has retained the undersigned attorneys to collect the indebtedness due on
the Note, and has agreed to pay them a reasonable fee.
21. Under the terms of the Note at paragraph 9, the Clerk has agreed to pay and is
liable for all attorney's fees and court costs incurred by HPFS in bringing this action.
WHEREFORE, Plaintiff Hewlett-Packard Financial Services Company prays for
judgment in its favor and against Defendant, Brevmd County Clerk of the Circuit Court, for all
sums due and owing under the Note, including but not limited to principal, interest, late charges,
reasonable attorneys' fees, costs, and for all such other relief as this Court deems just and proper.
GENERAL ALLEGATIONS AS TO ALL OTHER CLAIMS BELOW
22. HPFS pleads the counts below in the alternative to Count I, pursuant to
Fed.R.Civ.P. 8(d)(2), although HPFS contends that Count I remains its principal and a valid
cause of action, as asserted against the Clerk. However, the claims pled below are asserted given
that (a) this Court's order requires this filing against additional parties against whom HPFS may
have claims by November 22, 2013, and (b) alleged facts have come to light respecting the
Transaction indicating the possibility of illegal conduct by Needlemm1 and Harry that induced
the Transaction. If true, these facts give rise to valid alternative causes of action in favor of
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BPFS and against BLUEGEM, Barr and CSC. BPFS submits tbat even if all of the claims
asserted below are valid and sustainable, such claims do not defeat the Clerk's liability under
Count I above, so that all or some of the defendants in this lawsuit have liability to BPFS.
23. Scott Ellis ("Ellis") defeated Needleman in an election for the Clerk's office held
in early November, very shortly after the Clerk's execution of the Note in favor ofBPFS.
24. Almost immediately following the election, the Clerk defaulted on his obligations
under the Note.
25. In this action, Ellis as the Clerk has pled affirmative defenses generally asserting
tbat: (a) the Note is an unenforceable obligation w1der the Florida Constitution as to the Clerk,
and (b) the intervening alleged criminal acts of Needleman and Barr bar enforcement of the
Note.
26. Further, Ellis as the Clerk filed an action in Brevard County Circuit Court against
BlueGEM (Clerk v. BlueGem LLC, Case No: 13-CA-033457) (the "Brevard Action") seeking a
declaration that the Clerk's agreement with BlueGEM (for the imaging services of court files)
was contrary to law and void ab initio, while seeking an award of damages for BlueGEM' s
alleged breach of contract and to rescind the agreement with BlueGEM. BPFS is not a party to
the Brevard Action nor has wrong doing been asserted against BPFS.
27. Specifically, in the Brevard Action, Ellis as the Clerk alleges, among other things,
that (a) the selection of BlueGEM for the digital imaging contract was improper, (b) the bid
procedures and selection criteria used by former Clerk Needelman to select BlueGEM were
improper and were conducted in a manner intended to violate Florida law, (c) Needelman made
improper payments to BlueGEM before any contract was actually awarded to BlueGEM, (d)
additional fi.mding was improperly obtained from BPFS to cover the Clerk's payment obligations
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owed to BlueGEM, and (e) BlueGEM was not only incapable of completing the work required
by the agreement with the Clerk, but never had any intention of actually doing the work.
28. Ellis as the Clerk also alleges that Needelman directed payments from the Clerk's
office to BlueGEM before any contract was awarded to BlueGEM in order to cause BlueGEM to
make improper payments from those public funds into Needelman's re-election account.
Thereafter, Needelman and BlueGEM allegedly acted together to cause public monies to be paid
to BlueGEM and later redirected to Needelman's re-election accounts for what are alleged to be
sham invoices for services allegedly not rendered by BlueGEM to the Clerk. Numerous other
allegations respecting wrongdoing, bribery and kickbacks are alleged by Ellis as Clerk against
Needleman as Clerk and Harr.
29. Subsequent to the filing of both the Brevard Action and this lawsuit, Harr and
Needelman have been arrested and indicted on charges of bribery, bid tampering, and official
misconduct related to the digital imaging contract with BlueGEM and payments made by the
Clerk to BlueGEM.
COUNT II
CLAIM FOR PROFESSIONAL MALPRACTICE AGAINST CSC
30. HPFS realleges the allegations of paragraphs 1 through 19 above as if fully stated
herein.
31. At all times material hereto, CSC, through Caruso, participated in discussions,
meetings and negotiations with I-IPFS on behalf of the Clerk.
32. As a condition precedent to the closing of the Transaction, HPFS required the
Clerk to provide directly to and for the sole benefit of HPFS, a legal opinion letter verifying
among other things, that the Clerk had the power and authority to enter into the proposed
Transaction and that the relevant closing documents constituted a legal, valid and binding
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obligation of the Clerk. CSC was retained by the Clerk, for, among other things, to issue that
opinion letter to HPFS. On October 24, 2012, CSC provided such an opinion letter directly to
HPFS. On October 29, 2012, HPFS then provided an amended opinion letter to HPFS (the
"Opinion Letters"). The Opinion Letters are attached respectively as Exhibits B and C.
33. Both the Clerk and CSC knew that HPFS required the Opinion Letter as a
condition precedent to extending credit to the Clerk, and both the Clerk and CSC knew that
HPFS would rely upon the conclusions stated by CSC in the Opinion Letter, when determining
whether or not to extend credit to the Clerk.
34. The Opinion Letters facially make clear they were prepared for the direct benefit
of HPFS and therefore, CSC owed HPFS a duty of care in the preparation of the Opinion Letters.
35. CSC's Opinion Letter of October 29, 2012 issued directly to and for the express
benefit of HPFS states:
The entering into and performance of the Lease [Note] is not contrary to and does not
violate any judgment, order, law or regulation, or constitute a default by Lessee [Maker,
Clerk] under any other agreement or instrwnent.
With respect to the Lease [Note], Lessee [Maker, Clerk] has fully complied with all
applicable law governing open meetings, pubic bidding and appropriations required in
connection with the Lease [Note] and the acquisition of the Equipment.
36. Should the Court detennine that tl1e execution of the Note by the Clerk does not
comply with Florida law and the Note is unenforceable, then CSC has breached its duty of due
care to HPFS.
3 7. CSC, through Caruso, failed to exercise its duty to use the skill and care of a
reasonably competent attorney in issuing the legal opinions included in the Opinion Letters.
38. CSC knew and expected that HPFS would rely upon CSC's legal opinions to
determine whether to extend credit to the Clerk, and indeed, HPFS did rely on the Opinion
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Letters in funding the lmderlying transaction. Accordingly, CSC's issuance of the Opinion
letters proximately caused HPFS's damages. Put differently, but for the breach of duty by CSC,
HPFS would not have suffered its losses under the Note.
WHEREFORE, Plaintiff Hewlett Packard Financial Services Company prays for
judgment in its favor and against Defendant Caruso Swerbilow & Camerota, P.A., for an award
of actual damages, consequential damages, special damages, costs, and for all such other relief as
this Court deems just and proper.
COUNT III
CLAIM FOR NEGLIGENT MISREPRESENTATION AGAINST CSC
39. HPFS realleges the allegations of paragraphs I through 19 above as if fully stated
herein.
40. At all times material hereto, CSC, through Caruso, participated in discussions,
meetings and negotiations with HPFS on behalf of the Clerk.
41. As a condition precedent to the closing of the Transaction, HPFS required the
Clerk to provide directly to and for the sole benefit of HPFS, a legal opinion letter verifying
among other things, that the Clerk had the power m1d authority to enter into the proposed
Transaction and that the relevm1t closing documents constituted a legal, valid and binding
obligation of the Clerk. CSC was retained by the Clerk, for, among other things, to issue the
Opinion Letter to HPFS. On October 24, 2012, CSC provided such an Opinion Letter directly to
HPFS. On October 29, 2012, HPFS then provided an amended Opinion Letter to HPFS.
42. Both the Clerk and CSC knew that HPFS required the Opinion Letter as a
condition precedent to extending credit to the Clerk, and both the Clerk and CSC knew that
HPFS would rely upon the conclusions stated by CSC in the Opinion Letter, when determining
whether or not to extend credit to the Clerk.
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43. The Opinion Letters facially make clear they were prepared for the direct benefit
of HPFS and therefore, CSC owed HPFS a duty of care in the preparation ofthe Opinion Letters.
44. CSC's Opinion Letter of October 29, 2012 issued directly to and for the express
benefit of HPFS contained the following express representations of material fact:
The entering into and performance of the Lease [Note] is not contrary to and does not
violate any judgment, order, law or regulation, or constitute a default by Lessee [Maker, Clerk]
under any other agreement or instrument.
With respect to the Lease [Note], Lessee [Maker, Clerk] has fully complied with all
applicable law governing open meetings, pubic bidding and appropriations required in
connection with the Lease [Note] and the acquisition of the Equipment.
45. Should the Court determine that the execution of the Note by the Clerk does not
comply with Florida law and the Note is unenforceable, then the express representations of
material fact stated in the preceding paragraph are false.
46. CSC, through Caruso, prepared and transmitted the foregoing Opinion Letters
containing the false information negligently, by failing to use the skill and care of a reasonably
competent attorney in issuing the legal opinions included in the Opinion Letter.
47. CSC knew and expected that HPFS would rely upon CSC's legal opinions to
determine whether to extend credit to the Clerk, and indeed, HPFS did rely on the Opinion
Letters in funding the underlying transaction. Accordingly, CSC's issuance of the Opinion
letters proximately caused HPFS's damages which HPFS otherwise would not have suffered.
WHEREFORE, Plaintiff Hewlett Packard Financial Services Company prays for
judgment in its favor and against Defendant Caruso Swerbilow & Carnerota, P .A., for an award
of actual damages, consequential damages, special damages, costs, and for all such other relief as
this Court deems just and proper.
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COUNT IV
CLAIM FOR BREACH OF FIDUCIARY DUTY AGAINST CSC
48. HPFS realleges the allegations of paragraphs 1 through 19 above as if fully stated
herein.
49. At all times material hereto, CSC, through Caruso, participated in discussions,
meetings and negotiations with HPFS on behalf of the Clerk.
50. As a condition precedent to the closing of the Transaction, HPFS required the
Clerk to provide directly to and for the sole benefit of HPFS, a legal opinion letter verifying
among other things, that the Clerk had the power and authority to enter into the Transaction and
that the relevant closing documents constituted a legal, valid and binding obligation of the Clerk.
CSC was retained by the Clerk, for, among other things, to issue the Opinion Letter to HPFS.
On October 24, 2012, CSC provided such an Opinion Letter directly to HPFS. On October 29,
2012, HPFS then provided an amended Opinion Letter to HPFS.
51. Both the Clerk and CSC knew that HPFS required the Opinion Letter as a
condition precedent to extending credit to the Clerk, and both the Clerk and CSC knew that
HPFS would rely upon the conclusions stated by CSC in the Opinion Letter, when determining
whether to extend credit to the Clerk.
52. CSC's Opinion Letter of October 29, 2012 issued directly to and for the express
benefit of HPFS states:
The entering into and performance of the Lease [Note] is not contrary to and does not
violate any judgment, order, law or regulation, or constitute a default by Lessee
[Mal(er, Clerk]tmder any other agreement or instrument.
With respect to the Lease [Note], Lessee [Malmr, Clerk] has fully complied with all
applicable law governing open meetings, pubic bidding and appropriations required
in connection with the Lease [Note] and the acquisition of the Equipment.
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53. CSC !mew and expected that HPFS would rely upon CSC's legal opinions to
determine whether to extend credit to the Clerk, and indeed, HPFS did rely on the Opinion
Letters.
54. Based on HPFS's trust in CSC, a fiduciary duty ran from CSC to HPFS.
55. CSC, through Caruso, failed to exercise its duty to use the skill and care of a
reasonably competent attorney in issuing the legal opinions included in the Opinion Letter, and
therefore, esc breached that fiduciary duty.
56. But for the breach of fiduciary duty by CSC, HPFS would not have suffered its
losses under the Note.
57. HPFS was directly and proximately damaged by CSC's breach of fiduciary duty.
WHEREFORE, Plaintiff Hewlett Packard Financial Services Company prays for
judgment in its favor and against Defendant Caruso Swerbilow & Camerota, P.A., for an award
of actual damages, consequential damages, special damages, costs, and for all such other relief as
this Court deems just and proper.
COUNTY
CLAIM FOR FRAUDULENT INDUCEMENT AGAINST BLUEGEM AND HARR
58. HPFS realleges the allegations of paragraphs 1-11 and 22-29 above as if fully
stated herein.
59. At all times material hereto, Harr was the CEO of BlueGEM as well as its
controlling owner. J-Iarr acted in an agency capacity for BlueGem with actual authority on all
matters related to the Transaction, which included execution of the Note.
60. On information and belief BlueGEM, acting through its agent Harr,
misrepresented the following material facts by failing to disclose to HPFS that BlueGEM: (a)
obtained its contract with the Clerk by using illegal means to influence the Clerk including
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bribery, (b) was not capable of completing the digital imaging tasks required by the contract with
the Clerk, (c) intended to use the funds obtained from HPFS to make illicit payments to the
Clerk, and to pay other unrelated debts owed by BlueGEM to other creditors.
61. BlueGEM and Harr knew that the foregoing nondisclosures were material to
HPFS and that had they disclosed such omitted information to HPFS prior to its funding the loan
represented by the Note, that HPFS would not have proceeded with the Transaction.
62. BlueGEM and Harr intentionally and with scienter concealed and purposely failed
to disclose the foregoing material nondisclosures to induce HPFS to extend credit to the Clerk.
63. HPFS relied upon the representations made by BlueGEM and Harr when making
its decision to extend credit to the Clerk, and HPFS would not have extended credit to the Clerk
had BlueGEM fully disclosed all material facts tmderlying the Transaction.
64. BlueGEM's and Harr's misrepresentations directly and proximately damaged
HPFS.
65. BlueGem and Harr's conduct was at all times willful and wanton and warrants the
imposition of punitive damages.
WHEREFORE, Plaintiff Hewlett Packard Financial Services Company prays for
judgment in its favor and against Defendants BlueGEM LLC and Rose Marr, for an award of
actual and punitive damages, costs, and for all such other relief as this Court deems just and
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proper.
Respectfully submitted,
BERGER SINGERMAN LLP
Attorneys for Plaintiff
350 East Las Olas Boulevard, Suite 1000
Fort Lauderdale, Florida 33301
Direct: (954) 712-5138
Fax: (954) 523-2872
By: Is/ Charles H Lichtman
Charles H. Lichtman, Esq.
Florida Bar No. 501050
clichtman(W,bergersingerman.com
Ashley Dillman Bruce
Florida Bar No. 055718
adbruce@bergersingerman.com
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the_ day of ____ , 2013, I electronically filed the
foregoing document with the Clerk of the Court using CM/ECF. I also certify that the foregoing
document is being served this day on all counsel of record or pro se parties identified on the
attached service list in the manner specified, either via transmission of Notices of Electronic
Filing generated by CM/ECF or in some other authorized manner for those counsel or parties
who are not authorized to receive electronically filed documents.
13
By: Is/ Charles H Lichtman
Charles H. Lichtman, Esq.
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 13 of 22 PageID 74
SERVICE LIST
Alec D. Russell, Esq.
Adam M. Bird, Esq.
Gray Robinson, P.A.
1795 W. NASA Blvd.
Melbourne, FL 32901
Tel: (321) 727-8100
Fax: (321) 984-4122
Alec.russell@gray-robinson.com
Adam.bird@gray-robinson.com
Tonimarie.dalessandro@gray-robinson.com
5317369-2
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Amount: S6,100;000.00
PROMISSORY NOTE
No.47923675010000!
D"ted: October2J, 2012
FOR VALUE; RECEIVED, the undersigned ("Maker"), does hereby unconditionally promise to
pay to the order of Hewlett-Packard Fin-ancial Services Company, or its successors or assigns: (collectively,
"I'U)ce"J, at 200 Connell Drive, Suite 5000, Berkeley Height.<, NJ 07922, or at such other place as Payee or
the holder hercofn1ay desigmatc, the principal sum of$6, I 00,000.00, (Six mill ion one hundred thousand
and 00/1 00) or, i rless, the aggregate principl amount ofallthc advances made by HcwlcttPackard
Financial Services Company to or for the benefit of Maker together with intere.<a thereon at the rate of
3.55% per annum, accruing daily and compounding mor1thly from t'he date her-eof on the unpaid principal
bahrnce, and whhoutdem-and unttl this Promissory Note e-Note'') is paid in full. Interest shall
calculated on the basis of a 360day year for the actual number of days elapsed.
1. Payments
All poym(lnls ofprlncipu1 nnd be rnadc in lawful money of tho United States of
America, and in immediately nvai'lablc funds. Princlpalt together with interest thereon, shall be paid in 60
JZ(111SC(:utivc: equal monthly paymcLllt.s ("J nstallmcn1(s}") of$11 0,77G.OO commencing on the day 011 which
funds arc first udvunccd by Pay<e pursuant to this Note t.o or filr the bene fit of Maker. Maker shall pay
Payee the n::rnaining momhly lnstallmem(s) on or before 1he correspond!l'lg day of each month ahereafter
(whether or not Maker recciws notice lhcreof) until all rnstallments and other monies owed by Maker
11creunder are paid in fu!l. The tina! Installment shall be equal to the then remaining unpaid principul
balance, plus all accrued and unpaid and all other due llt::tClinder.
2.
Maket rC"asonably believes that funds can be obtained sunkicnt fo ntake all Installme-nt payments and
tHhcl" anwunts du(: during the term of this Note. Maker agree.,-; thnt Maker's chief executive, chief financial
or omccr wm provide for funding for such rnslalhnent payments in Maker,s annual bt1dget
request submitlcd to Maker's governing body. Maker and Payee ugree that Maker's obligation to make
Lease paym\!nt:; under this Note will be Maker's current expense and wiiJ not be jjuerpreted to be a debt illl
violati0/1 of applicable luw or constitutional limitations or requirements. Nothing contained in this Note
will be inte1preted as a pledge oLV1aker's general rcvenuc.:s, funds or moneys. rr (i) sufficient funds are
not Up-propria ted artd hy Maker'." hody in any fi seal period lOr all payments and
all other amo11nts due under this Note lOr such fiscal period, and (ii)- Maker has exhausted all funds legally
avaitab!e: fo1 such paymcnls
1
then Maker will give- Payee- wriU.en notice and this Note- wilt terminate as of
last day oftfle t1sc:al period for which funds arc available to pay amorJnts due under this Not.c. Such
lcrmination is without any or pcnuhy.
3- tqte Ch.arge
Paymer\t shal I l;lc made in accordance wi1h Section 215.422, Florida Statutes, and for purposes of
thi:i provisiOII uuly. Lt:S!:H:!C shall be deemed to be a Agency under rflat Section.
4. .:\J.!l!!il'.ll!l!!ll.9fr
Payments by Puyce on this Note shall be applied first to the payment of any late charge
tlla.t i:c: and payable .. second to the payment of interest that is due and payable, and then to the principal.
s. !\Iaker's To IPavec.
Maker expressly represents and warrants to Payoc:e, and Payee relies on, each of the followin,g
statements: {a) Maker has read and undt:rstoodl this Note; (b) the interest portion of the lns:talimem
shall be excluded from gross income for federal income t;3X purposes, and Maker will do nothing
to cause, nor fi\il to take action which results in, the interest portion of the [nstnllment bcin_g
includible it1 gross income for fed.eral income tax purposes; (c) Maker is a political subdivision or agency
or department of a Stattc; (d) the entering into and pern)rmanc! or 1hi.r.; Note .lire a11thoril".ed under the laws
and constitution of Maker's state and, to the best or Maker's do not violate or contradict any
judgmenl, law, order, or regulation, or cause dfault under any agreement to which M;lke-r party;
(c) Maker h<iS complicd wid1 all bidding requirements and. where neces.sary, have properly presented this
Note for and adopdon a vaHd oU!igo1tio-n <Jn Mukers parti (e) Maker hils sufficient appropriated
funds -or other moneys available ro pay aU amounts due under this Note for Maker's current fiscal period;
EXHIBIT
I A
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(f) the use of the EquipnH:tlr is es.sen1iaJ-for {\.faker's proper, cf.ficient and economic operation: Maker will
be thr. onlyent.ity h:.H)Wt1, usc- or operate the Equipntent during the term of this Note and Maker will use the
Equipmenl only for Ma.kcr
1
s governmental r>ttrposcs. Upon Payee's request,. Maker agrees to provide
Pnyl'c- \virh nn opinion ofeounsel <IS to c(:IUses (b) through (f) above, a certificate ofappropnatwn.s as to
clau:;.c (c) above, an essential usc !cuer as to clause Gf) above, nnd itny other doc-uments that Payee requests,
mduding in!bnn;;tion st!ltemenrs to be til(cl with the lmernal Revenue Service, with all such documCnts
being in a form satisfactory to Payee,
6. L?efault
The following event!> shall each. be an Evenll'fOefaule (a) Maker faits to pay when due any
amounts payable hereun-der or under any other obligation of Maker to Payee within lO days of its due date:
(b) f;1i Is to Clbserve or perform other term, covennnt ('H' condition of thfs Note and such -breach is
not r:.ured within I 0 days: after written notice thereof by Payee tO MA.k.er; (c) any statemem,
m WU1Ta.r1ty l'riade by M.:tker this Note or otherwise to Payee proves to be incorrect when made in any
material respect: (d) Maker assignment for the benefit ofcrcditt.m;:, whether voluntary or
(c) a r>rnceeding under :my b<mkrup!cy, reor.Q::Jnizati!ll1, :arrangement of debts, insolvency or
n:cci\en;hip law is filed by or ngainst Mo'ker or Mokart1lkii;'IS nny action to ilUihorize any of the foregoing;
(0 Maker become.<> insotVJ!nt or fails g:tmerally to )}ay itR dehts as they become du.e or Maker seeks to
dYcctu.nh::: .:1 bulk sale or Makc1'.'! itweJ1tllr)' or (g} f\..lakcr voluntaril)' or invohmlaril)' dis.solvc.1 M
dis:soived, terminal es or or (h) Maker lo perform or observe any rep-resentation,
w:.untnty, -t.ovcnam. condition or agreement to be or by in lill$fl:tl!ltlll
with Payee a.nd such breach is: nnf within 10 days alter notice thereof by Pa1ee to Maker.
, I fan Event ofDcfauh occurs, Payee may, in its sole discretion, declare the cmire unpaid prh\dplll
lMI<tllCe oftlns NotJ;:, all .accrued und unpaid interest all other amounts payabte hereunder to be
immediutely due and l'nyahle. Payee may purstJe any remed)' at law or in equity upon the
occwT!!tlce of an Event of Default.
7. Notices ,.
Maker waives dili)tence, pr<:>.sennncnt, demand, demand for lll\YI1H!nl, notice (except as set forth
above), protest and all other noti.::es or de munds in conneclion With the del[ very, acceptance. performance,
default :;lnd cnfi.1rcemem ofthis Note.
S. M.n.Jg:rts Brnrtseutatjon!l and Warranties
To imlucc Paye.c 10 make the loa..n evidenced by this Nore, Maker hereby re-presents and warr(tnts
to that, as of the d.ate hereof and 11:> of the d:He Maker requests 10 a loan ptm;:uant 1o this
Notc:(a} unlc.o;s Maker isc an individual, Maker is duly organized validly existing and in goodl standing under
the of the jurisdiction of its (b) this Note has been duly nuthoriz(ld, cxl.'cuted and
dd hcrcd und consritutes: a valid and legally bl nding obligation of Maker, eriforceable against in
accordance with its tcrn13 subject to bankruptcy, insolvency and other laws scner;alfy aftCcting creditor
l'ights; (c) the execution and delive-ry oflhis Note und jJt:rformance hereunder by Maker will not viol ale any
or a th:f<11.dt under binUiu.!!: Maker: and (J)
there" nrc no llctiolls 01' pn>ceedin,gs bcf,)re any court c;>r giWcn,menml authority. bureau or agency
wirh respect to or thrcatc:ncd ngainst or a ft'ectin,g Make; w!1ich. if determined advers.el y, would have a
m:a tclia1 advcrs.c effect on !he business, (he asse1s or the t1nu.ncial condition of Maker.
9. Costs. of Enro1cemer1t
I r n1t EvetH or Dcfau! l occurs, Maker tc- all cosrs of enl\xcemc:nt or co llcclion
o(Lhis Note: indulting attorneys' fees und court costs, whether or not suit is. brought agnin.n Maker.
10. As,iilgnmerlt
Maker rnn y not a::>sign or other\\' ise dispose l)f<rny of its dghts or o-blig:nions hereLtndcr. Payee
may. without or otherwise co-nvey any of its
lllldCI" rhis: :-.h.>tc
II.
:pon nm th:m 30 df1ys priol' notic(' to. Pl'lyC'C, tv1akcr shall the l'iz_bt ro pr;;o-p;1y this
Note m fLIII and not in pa11. wl1fch shall be li1c rotal remaining mmHhly payments plus any and all
Ch;I
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 16 of 22 PageID 77
12. Maximum lnt.cJcsl
In no event shall interest charged hereund.er or mh-cr amounts due or any late charge
how<:ver su<"h interest, late charge or other an1o\1nts may be characterized or comput-ed
1
exceed 1he highest
rate ofintcres! or late charge permissible under any applicable law. To extent int.ercst hereunder or any
late charge e.cecds the highest rate of interest or late charge allowed by law, J>ayco shall promptly refund
such excess interest or such excess late .char go to Maker -ahd the interest rate or late charge shall be deemed
to be reduced, automatically and immediately (and if rcquir<:d by luw. rctroacti vdy) lo the maximum rate
of Interest or htte charg<: allowed by law.
13. Notlu1
Arw notices required by applicable law to be givcnm Mako;:r shall be sufficient if mailed to Maker
-a1 the address set fonh below or at such other address as Maker may provide. by written notice 10 Payee.
Any stlch notice n1rd!ed lo such address shall be et'f<!clivc when in lhe Uniterl StaiC,!; mail, duly
addressed and with tirsr class postage prepaid.
Mahr's AdJres
282$ Judge Fr111l Jnmieson Wuy
Viera, FL 32940
14. M jscellaneous
N<l[C has been delivered 10 omd shall be deemed to h'liVe been made in Florid.a, 'o:lnd sh'dJ/ bt:
conSl!w.:d, performed and enforced i11 accordance with tht! imemnllaws (as opposed to conflicts of law
provisions) and of the state of Florida. Whenever possible, each provision of this None sha/.1 be
inrcrprcted in such manner as to be effective and valid under applicable law, but if any provision of this
Note sl1ull bC" prohibited by or invillid tinder app!icabte Jaw such pro-visiotl shat I be inenective to the extent
of such prohibition invalidfty, \Vithout invalidating the remainder of such provision or the remaining
provisions of this Note. Any rcfi!rence in this Note to Payee-or shall be deemed to include, as
applictl.bte, rcfc:"rence tet their respective successors and pt!rmittcd assigns. The provisions of this Note shaH
be binding Ltpon and shall inure to the b-enefit of said successors a1td permitted assigns. Maker's successors
and as.siMns shall include. without limitation, a receiver. tTustcc ordc:btor in possession of or for Maker.
Tlli.'i: Note may be amended, modified or supplemented only by written agreement signed on behalf of
rvlakcr and Payee.
M'hn I!REI'AI!Il COIJN1'V CI.FRL< OP1'HIF.
CIHCUIT COUR'IT
Aeceptod By: HEWLiETT-PACIKARD FINANCIAL
SE:RVICES
::=:-. -,'tr
---nmECTOWOFOFERATlONS
Title: THE AMERICAS
nat<:_, ___ /0 /?- 7 hut l.,
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 17 of 22 PageID 78
hp financial ;ervice.>
IN<:UMBENCY CERTIFICATE
(State and Local Government .Promissory Note)
I, the undersigned being the duly ltppointed and acting Secretary or Clerk or Brevard County Clerk of the Circuit
Cour1 ("Maker"), DO HE RiellY CERTIFY that (i) I have custody of the records of Maker; and (ii) based on an examination
of such records of Maker as of the date set fmth below, the following persons iri the respective _capacities indicated apposite
rhdr names have been nuthorizcd tl') exccutcf with full authority to bind the N1'aker to the State and Local Government
Ptomissory Note Make:r and: Financial Se-rvices Company as Payee ("Note"), and all other
agn.:cm_ents, documents and executed nnd delivered mHl lo be executed and d.diveced ill connection therewith
(collectively referred to"' tho "Doc.urnents"); and (iii) the signature set forth opposite such individual's name and title/oflicc
1s 1hc true anll authentic signature of 1lmt indivldltal; and, (iv) each such indivkhml has (and on the date each such
individ\lal affixed his or her signature to lhc Documents) the authority to enter into the i)ncumcnts on behalf of the Maker.
-------------
--------------
______ , __ , _____ _
On behalf of Maker, I hereby ccr!ify Lhc due and cfTectlve ratitlcation, approva1
1
w1d confinn;ttion of all such acts
and lhings that any of the persons has done or may do in with the matters outlined above prior
nr subs"quent to the ol this Ccrtitica(C. I do further certify that the foregoing authority shall remain in 1\dl tbrcc and
eff\:ct, ,1m! Hl:wlctt-Pad.;.ard Fi1mncial Services Company shalt be entitled to rely upon same, lmtil written notice of th\!
nlodilicatiort, rescission or revocation of same. in whole or in part, has been delivered to Financial Services
Company, but Ito such modll1cation. resdssion or revocation shall, In nnx event, be cffeclive with respect to any documents
executed or acllons tuken in ;'cliance upon the foregoing authority prior to the delivery to HcwlcUPackard Financial Services
Company of suid wdtten notice of said modification, rescission or revocati.on. The execution and delivery of the Doc.umcnts
for andl on behalf of Maker is not prohibited or in any manner restricted by any law,. ordinance or re:gu!ati(m.
+'''
. IN(IVITNESS WHEREOF, I have duly executed this Incumbency C"rtiticate this _,2 q_ ___ day oC_. ____ _
()c\:12\:tJ_,. -- 2012.
(P:..E1:\$E NCTE T'!-ifi:. PUHPOSE (Jf fHI:S JJOCUMJ:Nl !:') lQ AU-f HOHIZE !NOIVIDUALS TO SIGN THE
C0CVAt7NTS CONSI;;.QUENfLY, THE PERSON fHI:: AUTHORJZ:A T10N CANNOT H!M HERSEu: BE ONE:
OF THE S1GN<:J::tS 01= THE .. U..i. (;iJ..NNOT 1\LITHORI.f:E: H!M OR f.IEJ::tSEUT
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 18 of 22 PageID 79


JOE TE:AGUE CARUSO
JJOARD CERTII'IJ!JJ C!VTL TR/Al,Lil WYEH
Sl1NJOR PARTNSR
HOWARD M. SWERBILOW
BOARD CER1'1fi'JllJ) CRIMiNAL 1'JUAL. UWYEH
L/CENSF.lJ TN nORfDA
WASifJN<ITON D.C.:
ARiZONA
MtiRJ'I.AND
JOI!N J. CAMEROTA
lJCENSlill IN JILORJIM
MASSACfiUSETTS.
KRYSTAL T. WALD
UCEN.'-UW IN f'LORIJ)A
October 24, 2012
OPINION OF LEGAl, COUNSEL
To: Hewlett-Packard Financial Services Company
200 Connell Drive, Suite 5000
Berkeley Heights, NJ 07922
RE: Promissory Note No. 479236750100001 (Lease)
Ladies and Gentlemen:
TELn'/'HONe: 321-453-3880
FACSIMILE: 321-453-0112
190 FORTENBERRY ROAD
SUJTE.W7
MERRITT ISLAND, FLORIDA 32952
INTERNET E-MAIL:
JOI>c@)JTCllMSJ'A.COM
HOWARD.\@JTCHMSPA.COM
JOHNC@JTCl!MSPA. COM

I am Legal Counsel for Brevard County Clerk of the Circuit Court (Lessee), and I am
familiar with the above-referenced Lease by and between Hewlett-Packard Financial Services
Company, as Lessor, and Lessee. Capitalized terms which are not defined herein shall have the
meanings given these terms in the Lease.
Based on my examination of the Lease and such other documents, records and papers as I
deemed to be relevant and necessary as the basis for my opinion set forth below, it is my opinion
that:
I. Lessee is a constitutional officer created hy the Florida Constitution.
2. The Lessee has the power and authority to enter into each of the Fundamental
Agreements.
3. Each of the Fundamental Agreements constitutes a legal, valid, and binding
obligation of Lessee enforceable in accordance with hits terms and does not violate or
create a default under any instrument or agreement binding on Lessee.
EXHIBIT
I b
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 19 of 22 PageID 80
4. I am not aware of any pending or threatened actions or proceedings before any court
or administrative agency that could have a material adverse effect on Lessee or any
Fundamental Agreement.
5. The entering into and performance of the Lease is not contrary to and does not violate
any judgment, order, law, or regulation or constitute a default by Lessee under any
other agreement or instrument.
6. Each Fundamental Agreement is effective against all creditors of Lessee under
applicable law, including fraudulent conveyance and bulk transfer laws.
7. The Equipment is personal property and will not become a fixture.
8. With respect to the Lease, Lessee has fully complied with all applicable law
governing open meetings, public bidding and appropriations required in connection
with the Lease and the acquisition of the Equipment.
JTC/ktw
cc: Mitch Needleman

( Very tru
'
'JoeT;,1!, e Caruso
President and Senior Pattner
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 20 of 22 PageID 81
JOE TEAGUE CARUSO
BOARD G'EI1.1U?IED CIVIL tRTAL LAWYER

HOWARDM SWERBILOW
BOIIRD Ci!.'RT!FIED CRIMINAL '/11MJ, LAIVYER
L!ClWSll'D IN FT.OIUDA
WASJIINU1'0N D,C.
ARIZONA
MARYlAND
JOHN J.
JJCENSIW IN FWIUDA
MA8.':iACJJUSli"l1'S.
October 29, 2012
OPINION OF LEGAL COUNSEL
To: Hewlett-Packard Financial Services Company
200 Connell Drive, Suite 5000
Berkeley Heights, NJ 07922
Re: Promissory Note No. 479236750100001 (the "Lease")
Ladies and Gentlemen:
TEl-EPHONE: 321-453-3880
FACSIMILE: 321-453-0112
190 FORTENBERRY ROAD
SUITE 107
MERRITT iSLAND, FLORIDA 32952
iNTERNET E-MAIL:
JOEC@ITCHMSPA.COM
HOWARDS@ITcHMSPA.COM
JOHNC@JTCHMSPA.COM
I am Legal Counsel for Brevard County Clerk of the Circuit Court ("Lessee"), and I am familiar
with the above-referenced Lease by and between Hewlett-Packard Financial Services Company, as
Lessor, and Lessee. Capitalized terms which are not defined herein shall have the meanings given these
terms in the Lease.
Based on my examination of the Lease and such other documents, records and papers as 1
deemed to be relevant and necessary as the basis for my opinion set forth below, it is my opinion that:
I. Lessee is a fully constituted political subdivision or agency or department of the State of
Florida.
2. The Lessee has the power and authority to enter into each of the Fundamental Agreements.
3. Each of the Fundamental Agreements constitutes a legal, valid and binding obligation of
Lessee enforceable in accordance with its terms and does not violate or create a default under
any instrument or agreement binding on
4. To the best of my knowledge after reasonable inquiry there are no pending or threatened
actions or proceedings before any cout1 or administrative agency that could have a material
adverse effect on Lessee or any Fundamental Agreement.
EXHIBIT
I L
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 21 of 22 PageID 82
5, The entering into and performance of the Lease is not contrary to and does not violate any
judgment, order, law or regulation or constitute a default by Lessee under any other
agreement or instrument.
6. Each Fundamental Agreement is effective against all creditors of Lessee under applicable
law, including fraudulent conveyance and bulk transfer laws.
7. The Equipment is personal property and will not become a fixture.
8. With respect to the Lease, Lessee has fully complied with all applicable Jaw governing open
meetings, public bidding and appropriations required in connection with the Lease and the
acquisition of the Equipment.
JTC/ktw
cc: Mitch Needleman
Case 8:13-cv-01900-JSM-EAJ Document 13-1 Filed 11/22/13 Page 22 of 22 PageID 83