Item Q7BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: April 20, 2011 Department: County Attorney
Bulk Item: Yes X No Staff Contact Person: Natileene Cassel
Phone #:292 -3470
AGENDA ITEM WORDING: Approval to lease county owned land on Long Key to Telcom
Systems Inc., who presently leases the property. Telcom owns and operates the communications tower
situated on Long Key which provides telephone services, including 911 services, to Keys residents.
ITEM BACKGROUND: Telcom Systems, Inc. owns and operates a communication tower situated
on County owned property on Long Key. This tower serves the Keys with digital broadband capacity
between Miami and Key West, two cellular telephone systems which provide cellular customers with
911 emergency service and telephone service and a governmental radio system. This lease is an
exception to the competitive bid process because it is a utility/local telephone service under Monroe
County Code 2- 347(e).
PREVIOUS RELEVANT BOCC ACTION: In January 1996 the County leased to TCI Cablevision
of Florida, Inc. this same property on Long Key. TCI Cablevision owned the communications tower at
that site. In April of 2009, the County consented to the Assignment of that lease and to the sale of that
tower from TCI Cablevision to Telcom Systems. In March 2010 the BOCC agreed to extend the lease
to Telcom Systems, the lease has expired.
CONTRACT /AGREEMENT CHANGES: Increases monthly rental from $750 per month $1000.00
per month with a yearly increase of 2% beginning after the second year. The term of the lease is ten
years, termination without cause upon 180 days notice. It includes an incentive to the company which
will extend the lease if the company constructs a new tower on the premises.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: 0 INDIRECT COST: BUDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY:
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH $1000.00 per month
with yearly percentage increase after two years
APPROVED BY: County Atty OMB/Purchasing Risk Management
DOCUMENTATION: Included Not Required
DISPOSITION: AGENDA ITEM #
Revised 7/09
THIS LEASE AGREEMENT is made between MONROE COUNTY ('LESSOR' of'County" ), a political
subdivision of the State of Florida, whose address Is 1100 Simonton Street, Gato Building, Key West,
Florida 33040, and TELCOM SYSTEMS, Inc ('LESSEE'), a Florida Corporation, having an address at 450
NE a Road, Homestead, Florida 33030.
WHEREAS, the LESSOR owns certain real property located on US 1 Long Key, Florida ("Leased
Premises'}; and
WHEREAS, the LESSEE owns and operated a communication tower and certain improvements
related to the tower, and
WHEREAS, the prior lease with LESSEE has expired; and
WHEREAS, it is in the best Interest of the public that the communhaltlon tower continue to be
operated continuously without interruption on the site; and
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the LESSOR and LESSEE hereby agree as follows:
L Ownership Interest in Leased Premises The LESSOR owns a tract of land on Long, Key
Florida, which Is more particularly described as Exhibit W, attached hereto and made a part hereof.
L Ownership of Communication Tower LESSEE owns the Communication Tower and
other Improvements fixated on the leased premises, and have leased the premises from the county
since April 15, 2009. LESSEE purchased the tower from the prior owner and received the lease by
assignment from the prior owner with approval of the County.
3. IM LESSEE shag have and hold the above described lease premises for a term
commencing April 20, 2011 and terminating April 19,202L
4. Rental Amount. LESSEE shall pay to LESSOR the sum of One Thousand Dollars ($1,000)
per month, payable on or before the ninth day of each month for the first two years of the term of the
lease, and Increasing 2% every year thereafter. The fee shag be made payable to Monroe County and
paid to the Clerk of Monroe County at SW Whitehead Street, Key West, FL 33040.
S. Tower Utigt! LESSEE shall promptly pay all gas, water, electrTS, cable and any other
utility charges which may become payable for utilities used by the LESSEE during the term of this
agreement.
6. Maintenance and Repairs. LESSEE shall be responsible fox all maintenance and repairs
on the premises in accord with generally accepted business practkes. Lessee shag also be responsible
for any of the premises damages by the LESSEE, its officers, agents, employees, or equipment.
7. Alterations LESSEE shall have the right to make any alterations in and to the demised
premises during the term of this lease upon first obtaining the written consent thereto of the LESSOR,
which consent shall not be unreasonably withheld.
1)Page
a. Rieht of Ingress and Egress LESSEE shall have the right Of ingress to and egress from the
premises.
9. Mold Harmless Notwithstanding any minimum insurance requirements prescribed
elsewhere in this agreement; the LESSEE covenants and agrees that he shall defend, indemnify and hold
the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and
against (1) any claims, actions or causes of action, 01) any litigation, administrative proceedings, appellate
Proceedings, or other proceedings relating to any type of injury (including death), loss damage, flne,
penalty or business Interruption, and (iii) any costs or expenses that may be asserted against, initiated
with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any
activity of LESSEE or any of its employees, officers, agents, or employees or other Invitees during the
term of this AGREEMENT, (B) the negligence or willful misconduct of LESSEE or any of its employees
officers, agents, or other Invitees except to the extent the claims, actions, causes of action, litigation
proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part
or omissions of the COUNTY or Monroe County sheriff's office any of their employee, elected or
appointed officers, agents, or invitees. Insofar as time claims, actions, causes of action, litigation,
proceedings, costs or expenses relate to events or circumstances that occur during the term of this
AGREEMENT, this section will survive the expiration of the term of this AGREEMENT or any earlier
termination of this AGREEMENT.
The parties agree that good and valuable consideration has been received for the Indemnification
provided for the above.
The extent of liability Is In no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this AGREEMENT.
10. Insurance_ The LESSEE slap obtain, at Its own expense, insurance as specified below.
The LESSEE shall maintain the required insurance throughout the entire term of th13 agreement. Failure
to comply with this provision may result in the immediate termination of the lease agreement and the
return of all property owned by the County and time immediate loss of the right of Ingress and egress
onto the premises, at the discretion of the County, until such Insurance has been provided.
The LESSEE shall provide to the County as satisfactory evidence of the required Insurance, a Certificate
th Insurance or a certified copy of the actual insurance policy. An Insurance pofk3es must specify that
the
are not subject to cancellation, non - renewal, material chang e, or reduWon in coverage unless a
minimum of thirty (30) days Prior notification is given to the County by the Insurer. The acceptance
and/or approval of the LESSEE•s insurance shall not be construed as relieving the LESSEE from any
fiability or obligation assumed under this contract or imposed by law.
The LESSEE shall maintain General Liability Insurance throughout the life of the contract and Include, as
a minimum:
-Premises Operations
- Products and Completed operations
-Blanket Contxactual Uability
- Personal Injury Liability
- Expanded Definition of Property Damage
-Fire Legal Liability (with limits equal to time fair market value of the leased
Property
2 )Page
- Workers compensation limits as required by law
- Vehicle Liability
The minimum limits acceptable shall be $300,000 Combined Single Limit (CSL). If split limits are
provided, the minimum limits acceptable shall be $100,000 per person, $300,000 per occurrence and
$50,000 property damage.
The County, at its sole option, has the right to request a certified copy of any or all insurance policies
required by this contract.
The acceptance and /or approval of the LESSEE's insurance shall not be construed as relieving the LESSEE
from any liability or obligation assumed under the lease or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be included as
"Additional Insured" on all policies, except for Workers' Compensation.
Any deviation from these insurance requirements must be requested in writing on the County prepared
form entitled "Request for Waiver of Insurance Requirements" and approved by the Monroe County
Risk Management.
11. iniury or Damage to Property on Premises LESSEE shall be responsible for all property
of any kind that may be on the premises during the term of this lease, and, except for any negligence of
the LESSOR, the LESSOR and or MCSO shall not be liable to the LESSEE or any other person for any injury,
loss or damage to property or to any person on the premises. In the event that the demised premises or
a major part thereof are destroyed by storm or other casualty, the LESSOR shall, forthwith restore the
demised premises at its own cost and expense it order to restore the operation of the tower for the
benefit of the residents of the county. Rental on the demised premises will cease until the completion or
the restoration or for ninety (90) days whichever sooner. If the demised premises cannot, after such
casualty, be restored within ninety (90) days, LESSEE or LESSOR may terminate the lease upon giving
written notice to the other.
12. Expiration of Term. At the expiration of the term of the lease, the LESSEE shall
peaceably yield up to the LESSOR the demised premises in good and tenantable repair which shall
include removal of the tower and other improvements, unless the LESSOR and LESSEE can agree in
writing to other conditions regarding removal of the structure upon expiration. It is understood and
agreed that the LESSEE shall have the right to remove from the premises all personal property of the
LESSEE and all fixtures, machinery, equipment, appurtenances, and appliances placed on the premises
by LESSEE. LESSEE shall be solely responsible for any hazardous materials on the premises.
13. Assignment. The LESSEE shall not assign the demised premises without prior written
consent of the LESSOR, provided, however, that LESSEE may assign the lease to an affiliate of the LESSEE
without such consent upon giving written notice to LESSOR of the assignment and full contact
information of the affiliate to the LESSOR.
14. Successors and Assigns Bound by Covenants All the covenants, stipulations and
agreements herein shall extend to and bind the legal representatives, successors, and assigns of the
respective parties hereto.
15. Early Termination The LESSOR shall have the right, upon giving thirty (30) calendar days
Written notice to the Lessee of its intent to terminate this agreement due to a breach or default of any
of the Lessee's covenants under this agreement, unless the Lessee shall correct the breach or default
3 )Page
within that thirty (30) day period. Either parry may terminate this lease without cause upon giving one
hundred and eighty (180) days written notice to the other party.
16. Construction of New Tower on Premises The parties agree that a new tourer will
become necessary during the term of this lease and that in the event that the Communications
Department of the Monroe County Sheriffs Department (MCSO) determines that the present tower is
obsolete, damaged, dangerous, or in serious need of repair, the MCSO shall notify the LESSEE. if the
LESSEE is willing to construct a new tower to the specifications of the County and /or MCSO, and in the
time frame required by the County and/or the MCSO; the term of the lease will be extended upon the
Issuance of a certificate of occupancy for an additional ten (10) years on the same terms and conditions
as set forth herein. If the LESSEE is unwilling or unable to build a new tower the lease may be terminated
by the LESSOR upon one hundred and eighty (180) days written notice to the LESSEE.
17. Waiver. The waiver by the LESSOR of any breach of this lease by the LESSEE shall not be
construed as a waiver of any subsequent breach of any duty or covenant Imposed by this lease.
18. Rleht of Inspection. The County may enter upon the premises now or during the term of
the lease at any reasonable time for any purpose necessary, incidental to, or connected with the
performance of its obligations hereunder, or in the exercise of it governmental functions.
19. Notice. Notices to the parties shall be sent by certified mail, postage prepaid and
addressed to the following:
FOR LESSOR: COPYTO: FOR LESSEE:
County Administrator Emergency Communications James L SpWak
11W Simonton Street Laura White TELCOM SYSTEMS, Ltd., Inc
The Gato Building 10600 Aviation Boulevard 450 NE 1 Road
Key West, Florida 33040 Marathon, Florida 33050 Homestead, Florida 33030
20. Taxes and Assessments LESSEE shall pay all taxes and assessments which may be
lawfully levied by a duly constituted taxing body with respect to the demised premises.
2L Surrender of Pomssion. Upon the expiration or other termination of this lease renewal
thereof, LESSWs right to use the premises, fadlkk% rights, licenses, services and privileges herein shall
cease and LESSEE shall forthwith upon such expiration ortermination surrender same in good repair.
22. Discrimination. The LESSEE, In exercising any of the rights or privileges herein granted
to LESSEE, shall not discriminate or permit discrimination against any person or groups of persons on the
basis of race, color, sex„ age, national origin, religion, or any other basis set forth in local, state or federal
law.
23. M— A The LESSEE acknowledges that he has leased the premises under another lease
for an extended period of time and agrees to accept the premises In as is condition and LESSOR shall not
be obligate to repair, maintain or renovate same.
24. Goverime Law. Venue aW Interpretation This Lease Agreement shall be governed by
and construed in accordance with the laws of the State of Florida applicable to contracts made and to be
performed entirely In the State. In the event that any cause of action or administrative proceeding is
Instituted for the enforcement or Interpretation of this Lease Agreement, the Lessor and Lessee agree
4 )Page
that venue will He in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
The LESSOR and LESSEE agree that, In the event of conflicting Interpretations of the terms or a term of
this Lease Agreement by or between any of them the issue shall be submitted to mediation prior to the
Institution of any other administrative or legal proceeding.
25. No Representation_ County makes no representation, warranty, guarantee, or averment
of any kind whatsoever concerning the physical condition of the premises at the commencement of this
term, and It Is agreed that County win not be responsible for any loss, damage, or cost which may be
Incurred by LESSEE by reason of any such physical damage.
26. ftM bftL f any term, covenant, condition or provision of this Lease Agreement (or
the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any
extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions
of this Lease Agreement shag not be affected thereby; and each remaining term, covenant, condition
and provision of this Lease Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions and provWoos
of this Lease Agreement would prevent the accomplishment of the original intent of this Lease
Agreement The Lessor and Lessee agree to reform the Lease Agreement to replace any stricken
provision with a valid provision that comes as dose as possible to the Intent of the stricken provision.
27. Attornev's Fees and Costs The LESSOR and LESSEE agree that in the event any cause of
action or administrative proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement, the prevailing party shag be entitled to reasonable attorney's fees, and
court costs only, as an award against the non - prevailing party, and shall Include attorneis fees and
courts costs only In appellate proceedings. Mediation proceedings Initiated and conducted pursuant to
this Lease Agreement shag be In accordance with the Florida Rules of Civg procedure and usual and
customary procedure: required by the circuit court of Monroe County. The parties agree that mediation
not arbitration shag be used In the event any dispute arises between the parties.
29. gindina Effect The terms, covenants, conditions, and provisions of this Lease
Agreement shall bind and inure to the benefit of the LESSOR and LESSEE and their respective legal
representatives, successors, and assigns.
29. . Each party represents and warrants to the other that the execution, delivery
and performance of this Lease Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
30. COMMat of No Interest LESSOR and LESSEE covenant that neither presently has any
interest, and shag not acquire any interest, which would conflict in any manner or degree with its
performance under this Lease Agreement and that the only Interest of each is to perform and receive
benefits as recited In this Lease Agreement
31. No SoncltationtNymerrt. The LESSOR and LESSEE warrant that in respect to itself, it has
neither employed nor retained any company or person, other than a bona fide employee working solely
for It to solicit or secure this Lease Agreement and that It has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for it, arty fee,
5 )Page
commission, percentage, gift, or other consideration contingent upon or resulting from the award or
making of this Lease Agreement. For the breach or violation of the provision, the lessee agrees that the
Lessor shall have the right to terminate this lease Agreement without liability and, at its discretion, to
offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
32. Public Acres• The LESSOR and LESSEE shall allow and permit reasonable access to, and
Inspection of, all documents, papers, letters or other materials in its possession or under Its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Lessor and
Lessee in conjunction with this Lease Agreement; and the Lessor shag have the right to unilaterally
cancel this Lease Agreement upon violation of this provision by Lessee.
33. No Waiver of Immunity Notwithstanding the provisions of Sec, 296,28, Florida
Statutes, the participation of the LESSOR and LESSEE in this Lease Agreement and the acquisition of any
commercial lability insurance coverage, self- Insurance coverage, or local government liability insurance
pool coverage shag not be deemed a waiver of immunity to the extent of lability coverage, nor shall any
contract entered Into by the Lessor be required to contain any provision forwaiver.
34. PrI rileees and Immunities All of the privileges and immunities from lability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation,
and other benefits which apply to the acWtry of officers, agents, or employees of any public agents or
employees of the Lessor, when performing the respective functions under this tease Agreement within
the territorial limits of the County shall apply to the some degree and extent to the performance of such
functions and duties of such officers, agents, volunteers„ or employees outside the terrttorial limits of
the County.
35. �I Oblaations and ea R2Q!@nilties Non - Delegation of Constitutional or Statutory
Duties. This Lease Agreement is not Intended to, nor shall it be construed as, relievi any
entity from any obligation or responsibility Imposed e par
actual and time � Pceed upon the entity by law except to the extent of
timely performance thereof by any participating entity, In which case the performance may
be offered In satisfaction of the obligation or responsibgity, Further, this base Agreement is not
Intended to. nor shall g be construed as, authorising the delegation of the constitutional or statutory
duties of the LESSOR
law. , except to the extent permitted by the Florida constitution, state statute, and case
36. Non - Reliance by NQD!Nrti No peen or entity shall be entitled to
terms, or any of them, of this Lease rely upon the
entitlement to or benefit of any servire�o ant to enforce or attempt to enforce any third -party claim or
Program contemplated hereunder, and the Lessor and Lessee
agree that neither the Lessor nor the lessee or any agent„ officer, or employee of either shall have the
authority to Inform, counsel, or otherwise indicate that any particular individual or group of individuals,
entity or entitles, have entitlements or benefits under this Lease Agreement separate and apart, inferior
to, or superior to the community in general or for the purposes contemplated In this Lease Agreement.
37. AnCgl t.� n� lessee agrees to execute such moments as the Lessor may reasonably
require, Include a Public Entity Crime statement, an Ethics Statement, and a Drug -Free Workplace
X lyo Personal Llatu'lty No covenant or agreement contained }herein shall be deemed to
6 j Page
be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her
Individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this lease Agreement or be subject to any personal liability or accountability by reason of
the execution of this lease Agreement.
39. Itron in Cowd:erearts This lease Agreement may be executed In any number of
counterparts, each of which shall be regarded as an original, all of which taken together shag constitute
one and the same instrument and any of the parties hereto may execute this Lease Agreement by
signing any such counterpart.
40. Section Headings. Section headings have been Inserted In this Lease Agreement as a
matter of Convenlence of reference only, and H Is agreed that such section headings are not a part of
Agreement
this Lease Agreement and will not be used in the interpretation of any provision of this Lease
41- Mutual Review. This Lease agreement has been carefully reviewed by Lessee and Lessor,
and the counsel of their choice, therefore this Lease agreement is not to be construed against either
party on the basis of authorship.
Freon ao
42 7U cmwty's WJ6rataaee and to pay nDder this contr7wt is nt INIPProprintim by the legistalaze.
THIS IS TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE
ADVICE OF AN ATTORNEY PRIOR TO SXRQNG.
IN WrTNF,3S WHEREOF, the parties ben to have set their bands and seals the day and year first
above written.
Imo)
ATTEST. DAIW L hAQUWAX CUM
By
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WITNESS FOR LESSEE:
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EXHIBIT 'A
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FHW AMRMMiI f TO ASSIGNMENT OF LEASE AND HILL OF 9ALE
TIdiS MENI' TO ASSIOIVMEU OF LEASE AND BILL OF SALE is anterdd
intothis 1) Msrdr 2010 bygad between TBI,OOM SYS71W LTD. ("UrISEV), a
Florida Limited Pastnetdri i avh g m ad&= 4 450 NE e ROad, Hummutcad Flotidt 33030,
and MmmWCOUmtY C XRDnY/IJS M"X a politicmi sobdivmm of dw Shit of Hark ,
whose mblmn is 1010 Keoaedy Dee, Suite 200, Key Wee, Florida 33040.
W MEAS, LESSEE and COUNWILESSOR are parties nnder a certain Lease
Agmenn of arigimsUy TIR 6M&visim of Florida, Lac, and COUNIYAXSSOR, as
modified by do A=WmmM &Lmmsemd Bill of Sale dead April 15, 2009 Oarmisaftr mf�tre I
to odlecCivdy as Ift Lase"), ratpett" g cerhin mat propmey locead an US 1, Lang Key,
FlOhda pu dMfkrr "the Leased Pmmi=") more particularly deacrilmd on Exhibit "A , attached
herafo and made apart bout and
Wh=u4 doe Lease shag mom on Marro 8, 2010; and
Parties hereto desQe to the Lease t on dent for a period ofup m
a�
NOW THMWOM the COUNTY/LESSOR and LESSEE hereby ANMM the Lease
as follows:
L ' "- * Effective upon me utioo of bath parties do Lease shall be
adcuded under amouth to month tenancy beginning an Morch a, 2o10 mdtermumdng
October 7.2010; UNICIS nawtensms and coaftim can be negotiated prior to d st date.
All dw rmmaioing terms ofdre Lease, not ieocsmietert<hmeariflr, dmll remain in fill forvt and
dFat
If any term, wvemot, mudition or pvvWon, of this Apoemeut (Or 90 WHCR i= &Mdto any
caramntanoe
orimmOdanhe deals — invalid ar ale to say mmmt by a court of
CMnPC=jWiKfiCfi0Z6 to nusabft tam4 o mmft, coodi and prwisiooe of*b
AVCCMM dull act be affected thumby, and amch remab ft ow angum eoadifiom sad
prwiaion ofthis A mm meat stall be valid and darn be aaf meable to &a faeat mdse perw&kd
by law rmless the mfioroement aftho mfg terms. oowearas, condmoos and pKmisions of
this Agreement would preveet the a000mplid ueat afthe odgbW iotout ofdds Agreement The
COUN UMSSOR and I2ISSEE 48W ID r t - the Agreement to repLoe army driven
provision with a valid provision that voinas as close as posmbk to ie mete of the Add=
IN VAMN SS WIt1R BOF COUNIY/LffiSOR and IBSSEB hereto have sm ocuted this
Ag memmt an the day and daft Sant vaitiea above m 2m (4) ooudmparps, ft & of v&wh shell,
wit6or� lam a000uatmg for do od w eounMgmts, be doomed an original eoatzam
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ASSIGNMENT OF LEASE
AND
BILL OF SALE
THIS ASSIGNMENT OF LEASE AND BILL OF SALE (this "Agreement') is
entered into this /SA* day of 494 , 2009 by and between COMCAST OF
CALI FORNIA /COLORADO/FLORIDA/OREGON, INC. (" IGNOR "), a Florida
orpor ion, having an address at 1010 Kennedy Drive, Suite 200, Key West, Florida
33040, and TELCOM SYSTEMS, LTD ( "ASSIGNEE "), a Florida limited partnership,
whose address is 450 NE 1 Road, Homestead, FL 33030.
WHEREAS, ASSIGNOR and MONROE COUNTY ( "Lessor "), a political
subdivision of the State of Florida, are parties under a certain Lease Agreement (the
"Lease ") originally between TCI Cablevision of Florida, Inc. ("Original Lessee ") and
Lessor, respecting certain real property located on US 1, Long Key, Florida, being more
particularly described therein (the "Leased Premises ") (a copy of said Lease is attached
hereto as Exhibit "A "); and
WHEREAS, ASSIGNOR is the successor by merger to TCI Cablevision of
Florida, Inc.; and
WHEREAS, Original Lessee and/or ASSIGNOR have made certain
improvements to the Leased Premises, including but not limited to a tower, and other site
improvements (together, the "Improvements "); and
WHEREAS, the parties hereto desire to assign the Lease, and to convey the
Improvements, from ASSIGNOR to ASSIGNEE, effective May 1, 2009 (the "Effective
Date ");
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, ASSIGNEE and ASSIGNOR hereby agree as
follows:
1 • AAs ignme it and Deliv ry of the Leased Premises As of the Effective
Date, Assignor assigns to Assignee, all of Assignor's right, title, and interest in the Lease.
Assignor will deliver possession of the
Date. Leased Premises to Assignee on the Effective
2. Assumption and A rppt
and a_nce of the Leased Premises Assignee assumes
agrees to perform each and every obligation of Assignor under the Lease that arises
on or after the Effective Date. Assignee will accept the Leased Premises in its condition
as of the Effective Date and acknowledges that it shall have no claim against Lessor or
Assignor for any matters arising prior to the Effective Date.
3. Indemnification by Assigner Assignee will indemnify
and hold Assignor harmless from any loss, liability, and expense (includin reason able
attorneys' fees and court costs) arising out of (a) any obligation or liability of the lessee
under the Lease, arising on or after the Effective Date; and (b) any breach by Assignee of
its agreements contained in this Agreement.
4. Bill of Sale/Transfer of Ownership of Improvements. ASSIGNOR does,
effective as of the Effective Date, hereby sell, transfer and convey to the ASSIGNEE, all
of Assignor's right, title and interest in and to the Improvements.
The Improvements are conveyed in their "as is ", "where is" condition as of the
Effective Date. All warranties, express or implied, including warranties of title,
merchantability, and fitness for a particular purpose are hereby disclaimed.
ASSIGNEE releases ASSIGNOR from all liability with respect to the Leased
Premises and the Improvements, including but not limited to the environmental aspects
and physical condition of the Leased Premises and the Improvements, their valuation, and
suitability for Assignee's purposes. ASSIGNEE acknowledges: (i) That in accepting
ownership of the Improvements, ASSIGNEE has been given the opportune to
investigate and study the Improvements, including, without limitatio the o tY
4 pportunity to
conduct its own physical and environmental inspections of the Improvements, and that
ASSIGNEE is not relying on any representation or warranty of ASSIGNOR regarding the
physical or environmental condition of the Improvements; (ii) ASSIGNEE will acquire
the Improvements, including, without limitation, the opportunity to conduct its own
physical and environmental inspections of the Improvements, and that ASSIGNEE is not
relying on any representation or warranty of ASSIGNOR regarding the physical or
environmental condition of the Improvements; (ii) ASSIGNEE will acquire the
Improvements in their "as is ", "where is" condition and shall assume the risks that
adverse physical conditions may not have been revealed by its investigation, and
ASSIGNOR specifically disclaims making any representation or warranty respecting the
Improvements physical condition, including, but not limited to, warranties of fitness,
merchantability, fitness for a particular purpose, habitability or tenantability.
ASSIGNEE hereby fully releases ASSIGNOR and its officers, directors, and
shareholders, from all claims, demands and causes of any action, known or unknown, of
whatever kind arising out of or related to the Lease, the Leased Premises, and/or the
Improvements.
5 Entire t*+P•+ + . This Agreement embodies the entire agreement of
Assignor and Assignee with respect to the subject matter of this Agreement, and it
supersedes any prior agreements, whether written or or understandings 1, wih r spe respect to the subject
al, with respe
matter of this Agreement. There are no agreements or that are not set
forth in this Agreement. This Agreement may
duly executed by Assignor and Assignee. be modified only by a written instrument
6. Binding Effect The terms and provisions of this Agreement will inure to
the benefit of, and well be binding upon, the successors, assigns, personal representatives,
heirs, devisees, and legatees of Assignor and Assignee.
7- C
M—Sent. The effectiveness of this Agreement is conditioned upon
Lessor's consent to this Agreement by April 30, 2009.
2
IN WITNESS WHEREOF ASSIGNEE and ASSIGNOR hereto have executed
this Agreement on the day and date first written above in five (5) counterparts, each of
which shall, without proof or accounting for the other counterparts, be deemed an
original contract.
Witnesses for Comcast of
California /Colorado/Florida/Oregon, Inc,
Comcast of
California /Colorado/Florida/Oregon,
Inc.
By:
Name: Tfl�il�f . !
Title:
A t-l-Ap 4 his
Witnesses for Telcom Systems, Ltd.
Signat re
April O'Mara
PriIr N e
Campbell
Print Name
Telcom Systems, Ltd
By: Telcom Systems, Ltd., Inc.
Its General Partner
B
Name: ames I pisi c
Title: President
Print Name
NSENT
The undersigned Lessor consents to the foregoing ASSIGNMENT OF LEASE
AND BILL OF SALE and agrees that (1) as of the Effective Date, Assignor will be
released from all liability for the performance of any obligations under the Lease arising
from and after the Effective Date; and (2) this Consent will not be deemed a consent to
any subsequent assignment, but rather any subsequent assignment will require the
consent of the undersigned pursuant to the Lease.
Lessor hereby represents and warrants that as of the date of execution of this
Consent, Assignor, as lessee, is not in default or breach of the Lease, and no event has
occurred which with the passage of time or the giving of notice would constitute such a
breach or default.
Date ��
e
LHAGE, Clerk
A Board of ty Commiss'oners
of Mo County
By
rge Ne ent, or d4
APR 2009
Deputy Clem
Date: APR 1 5 2009
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MONROE COUNTY ATTORNEY
PROVED AS T7 FQPQ
104 ur.'4
NATILEENE CASSEi_
ASSISTANT COUNTY ATTCRAE r
Dats
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EXHIBIT "A"
[Attach copy of Lease]
r, I t
THIS AGREEMENT Is made and entered into by Monroe County, a political subdivision
of the State of Florida, whose address is 5100 College Road, Stock Island, Key West, FL
33040 (Lessor /County), and 1� 7-C- 0 -61evt cfrf :of Florida, Inc., whose address is 1700 N.
Roosevelt Blvd., Key West, FL 33040 (Lessee/TCI).
The r u g ow u c'tbct'of-lond'on Lone'Key, which has previously been
leased by TO and Its predecessors for use In connection with cable services provided
throughout Monroe County. parti `di�jre'""`thatYtt GUnf'y'IecYe sold'property fo TCI'
`,f6r #W du`rdtlon'of its existing County franchise. Thbrefcre, the County and TO agree as
`follows:
1. PREMISES. The County leases to TO the property described below:
A tract of land in a part of Government Lot 1,
Section 5. T. 65 S., R. 35 E., on Long Key, Monroe
C County, Florida, and being more particularly
described by metes and bounds as follows:
Commencing at the centerline of U.S. Highway No.
1 and the Point of Curve of Station 24068 plus 96.1,
Florldo East Coast Railway Right of Way and Tract
Map. bear northeasterly along the centerline of
U.S. Highway No. 1 for a distance of 330.22 feet to
a point. thence at right angles and southeasterly
for a distance of 50.0 test to the point of beginning
of the tract of land hereinafter described, sold
point of beginning also being on the southeasterly
right -of -way line of U.S. Highway No. 1; from sold
point of beginning, continue bearing southeasterly
and at right angles to U.S. Highway No. 1 for a
distance of 300.0 feet to a point; thence at right
angles and northeasterly for a distance of 300.0
feet to a point, thence at right angles and
northwesterly for a distance of 300.0 feet to a point
on the southeasterly right -of -woy One of U.S.
Highway No. 1: thence beer southwesterly along
the southeasterly right -of -way line of U.S. Highway
No. 1 for a distance of 300.0 feet, back to the point
of beginning.
2. TERM. Lessee shall have and hold the above described premises for a term
commencing on March 9, 1995 and terminating on March B. 2010.
3. RENTAL AMOUNT. Lessee shall pay Lessor the sum of seven hundred fifty
dollars ($750.00) per month, Payable on or before the ninth day of each month. The fee
shall be made payable to Monroe County and paid to the Clerk at Monroe County
Courthouse, 500 Whitehead Street, Key West, FL 33040.
4. UTILITIES. Lessee shall promptly pay all gas, water, electric, cable, and any
other utility charges which may become payable during the term of this lease for utilities
used by the Lessee on the prerrifses.
5. MAINTENANCE AND REPAIRS. Lessee shall be responsible for all maintenance
and repairs on the premises In accord with generally accepted business practices.
Lessee shall also be responsible for any of the premises damaged by the Lessee, its
officers, agents, and employees.
6. ALTERATIONS. Lessee shall have the right to make any alterations In and to
the demised premises during the term of this lease upon first obtaining the written
consent thereto of the Lessor, which consent shall not be unreasonably withheld.
7. RIGHT OF INGRESS AND EGRESS. Lessee shall have the right of Ingress to and
egress from the premises described above.
8. HOLD HARMLESS AND INDEMNIFICATION. Lessee covenants and agrees to
Indemnify and hold harmless Monroe County Board of Commissioners from any and all
claims for bodily injury (including death), personal Injury, and Property damage
(including property owned by Monroe County) and any other losses, damages, and
expenses (Including attorney's fees) which arise out of, In connection with, or by reason
of the Lessee utilizing the properly govemed by this tease agreement, The extent of
liability is In no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
9. INSURANCE. The Lessee shall obtain, at Its own expense, insurance as specified
below. The Lessee shall maintaln the required Insurance throughout the entire term of this
I1
lease agreement. Failure to comply with this provision may result in the immediate
termination of the lease agreement and the return of all property owned by the County.
The Lessee shall provide to the County as satisfactory evidence of the required
insurance, a Certificate of Insurance. All Insurance policies must specify that they are
not subject to cancellation, non -renewal, material change, or reduction in coverage
unless a minimum of thirty (30) days prior notification Is given to the County by the Insurer.
The acceptance and /or approval of the Lessee's insurance shall not be construed as
relieving the Lessee from any liability or obligation assumed under this contract or
imposed by law.
The Lessee shall maintain General Liability Insurance throughout the life of the
contract and Include, as a minimum:
' Premises Operations
' Products and Completed Operations
• Blanket Contractual Liability
' Personal Injury Liability
6cpanded Definition of Property Damage
' Fire Legal Liablgty (with limits equal to the
fair market value of the leased property)
The minimum limits acceptable shall be $300,000 Combined Single Limit (CSL) If split
limits are provided, the minimum limits acceptable shall be $100,000 per person. $300,000
per occurrence, and $50.000 property damage.
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made
policy, Its provisions should include coverage for claims Mod on or after the effective
date of this contract. In addition, the period for which claims may be reported should
extend for a minimum of twelve (12) months following_the termination of the lease
agreement.
The Monroe County Board of County Commissioners will be included as "Additional
Insured" on all policies Issued to satisfy the above requirements.
Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared form entitled "Request for Waiver of Insurance
Requirements" and approved by Monroe County Risk Management..
10. INJURY OR DAMAGE TO PROPERTY ON PREMISES. Lessee shall be responsible
for all property of any kind that may be on the premises during the term of this lease,
and, except for any negligence of the Lessor, the Lessor shall not be liable to the Lessee
or any other person for any Injury, loss or damage to property or to any person on the
premises. In the event that the demised premises or a major part thereof are destroyed
by storm or other casualty, the Lessor may, at its option, forthwith restore the demised
premises at Its own cost and expense. Rental thereon will cease until the completion of
such restoration. If the demised premises cannot, after such casualty, be restored within
ninety (90) days, lessee may terminate the lease, upon giving written notice to Lessor.
11. EXPIRATION Of TERM. At the expiration of the term of this lease, the Lessee
shall peaceably yield up to the Lessor the demised premises in good and tenantable
repair. It is understood and agreed that the Lessee shall have the right to remove from
the premises all personal property of the Lessee and all fixtures, machinery. equipment,
appurtenances. and appliances placed or installed on the premises by Lessee. provided
that the Lessee restores the premises to as good o state of repair as they were prior to the
removal. Lessee shall be solely responsible for any hazardous materials on the premises.
12. SUBLEASE ANb ASSIGNMENT. The Lessee shall not suble or assign all or any port
of the demised premises without prior written consent of the Lessor. provided, however.
that Lessee may assign the lease to an affiliate of Lessee without such consent upon
giving notice to Lessor of the assignment.
13. SUCCESSORS AND ASSIGNS BOUND BY COVENANTS. All the covenants.
stipulations and agreements herein shall extend to and bind the legal representatives,
successors and assigns of the respective parties hereto.
11
14. WAIVER. The waiver by the Lessor of any breach of this lease by the Lessee
shall not be construed as a waiver of any subsequent breach of any duty or covenant
imposed by this lease.
15. EARLY TERMINATION. The County shall have the right, upon giving thirty (30)
calendar days written notice to the Lessee of its intent to terminate this Agreement due to
a breach of any of the Lessee's covenants under this Agreement, unless the Lessee shall
correct the default or breach within that thirty (30) day period, Either party may
terminate this lease without cause upon giving ninety (90) days written notice to the
other party.
16. RIGHT OF INSPECTION. The County may enter upon the premises now or
hereafter leased to Lessee at any reasonable time for any purpose necessary, incidental
to, or connected with the performance of its obligations hereunder, or in the exercise of
its governmental functions.
17. NOTICE. Notices to the parties shall be sent by certified mall, postage
prepaid, and addressed to the following:
K?R COUNTY'
Mayor and Chairman of the
Board of County Commissioners
Monroe County Courthouse
P.O. Box 1680
Key West. FL 33040
M
TCI Coblevislon of
Florida, Inc.
General Manager
1700 N. Roosevelt Blvd.
Key West, FL 33040
COPY TO:
TCI Southeast, Inc.
Legal Department
2204 Lakeshore Drive
Suite 325
Birmingham, AL 35209
18. TAXES AND ASSESSMENTS.
Lessee shall pay an taxes and assessments which
may be lawfully levied by a duly constituted taxing body with respect to the demised
premises.
19. SURRENDER OF POSSESSION. Upon the expiration or other termination of this
lease or any renewal thereof, Lessee's right to use the premises, facilities, rights, licenses,
services and privileges herein leased shall cease and Lessee shall forthwith upon such
expiration or termination surrender some in good repair.
6
20. DISCRIMINATION. The Lessee, In exercising any of the rights or privileges
herein granted to Lessee, shall not discriminate or permit discrimination against any
person or groups of persons on the grounds of race, color, sex, age, national origin, or
any other basis prohibited by law.
21. RENEWAL The Lessee Is hereby granted the option to renew this lease if Lessee
obtains a franchise renewal upon renegotiated terms and conditions. If Lessee desires to
renew this lease under the provisions of this article, if shall give Lessor written notice
thereof not less than ninety (90) days prior to the expiration of the term. Upon receipt of
notice of Lessee's Intent to renew, County shall commence negotiations with Lessee.
Both parties shall negotiate new terns and conditions In good faith. This renewal option
shall not be available 9 the County does not grant a new franchise to Lessee.
22. AS 1S. The Lessee accepts the property in °as -is" condition and County shall
not be obligated to repair, maintain, or renovate same.
23. GOVERNING LAWNENUE. This lease shall be governed and construed In
accordance with the laws of the State of Florida. The venue on any action In this lease
shall be laid in Monroe County, Florida, and any action to determine the rights or
obligations of the parties shall be brought in the Sixteenth Judicial Circuit Court.
24. NO REPRESENTATION. County makes no representation, warranty,
guarantee, or averment of any kind whatsoever concerning the physical condition of
the premises at the commencement of this term, and It Is agreed that County will not be
responsible for any loss, damage, or cost which may be incurred by Lessee by reason of
any such physical condition.
6
(TCI /Long Key Lease)
IN WITNESS WHEREOF. the parties hereto have caused this lease to be executed as of
the day and year flat above written.
(SEAL)
ATTEST: DANNY L. KOLHAGE. CLERK
(SEAL)
ATTEST:
By "4 oa��
Aram O. odmil
A"IM211 t 80cre"r y
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
�Y�/ loran
TCI CABLEVISION OF FLORIDA, INC.
Title a •- `^ ft 9 dent
as /contracts /tcilong.
ROW