Item P7 BOARD OF COUNTY COMNIISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: October 17 2014 Department: County Administrator and County Sheriff's
Office
Bulk Item: Yes X No Staff Contact Person: Natileene Cassel
Phone#:292-3470
AGENDA ITEM WORDING: Approval of First Amendment to Lease Agreement with Telcom
Systems. Inc.The amendment will allow the company to construct, at their own expense, a new
communications tower situated on county owned land at.Long Key; and to demolish Telcom's two old
communications towers at the site.
ITEM BACKGROUND: Telcom Systems.,. Inc. owns and operates two communications towers
which are in poor condition situated on county owned property on Long Key. The towers serve 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. Telcom plans to tear down the two old towers and rebuild a single new
tower, the demolition and construction will be paid for solely by Telcom. The County/MCSO will have
the ability to place its equipment on the new tower, when needed. 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.
On April 20, 2011,BOCC approved the present lease.
CONTRACT/AGREEMENT CHANGES: Allows TELCOM to demolish and construct a new
tower, requires Telcom's compliance with County, State, and Federal requirements for
communications Towers.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: 0 INDIRECT COST: BUIDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE: n/a
COST TO COUNTY: SOURCE OF FUNDS:
REVENUE PRODUCING: Yes t-No AMOUNT PER MONTH no change
APPROVED BY: County Atty OMB/Purchasing Risk Management
DOCUMENTATION: Included Not Required
DISPOSITION: AGENDA ITEM#
Revised 7/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Telcom Systems Inc.. Contract#
Effective Date: 10-17-2014
Expiration Date:
Contract Purpose/Description:
First Amendment to Lease Agreement to allow construction of new tower and
demolition of two old towers
Contract Manager: Nat Cassel/Laura 3580 and County Attorne
White MSCO 6035 MCSO
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on 10-17-2014 Agenda Deadline: 9-30-14
CONTRACT COSTS
Total Dollar Value of Contract: $ no cost to Current Year Portion: $
County
Budgeted? Yes® No ❑ Account Codes: - - - -
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg.maintenance,utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director Yes[] Non
Risk Management Yes❑ Non
O.M.B./Purchasing Yesn Non
County Attorney Yes❑ NoFj
7 r
Comments:
FIRST AMENDMENT TO THE LEASE AGREEMENT
BETWEEN MONROE COUNTY AND TELCOM SYSTEMS INC'.
THIS FIRST AMENDMENT to the LEASE AGREEMENT("Agreement")dated April 20,2011,
is entered
TELCOM
"), . _`ay of 2014 by and between TELCOM SYSTEMS,LTD. ("LESSEE
or ), Florida Limited Partnership,having an address at 450 NE 1"Road,Homestead,Florida
33030, and Monroe County ("COUNTY or LESSOR"), a political subdivision of the State of Florida,
whose address is 1100 Simonton Street,Gato Building,Key West,Florida 33040.
WHEREAS,COUNTY is the owner of certain property located at Lot 1, Section 5, T. 65 S.,R.
35 E.,on Long Key,Monroe County,Florida,and
WHEREAS,TELCOM owns and operates two communication towers and certain improvements
related to the towers,and
WHEREAS, the COUNTY and TELCOM entered into a LEASE AGREEMENT ("LEASE")
commencing April 20,2011,and;
WHEREAS,the parties agree that a new tower is necessary at the Long Key location and further
agree that TELCOM desires to demolish and remove the present communications towers and to build a
new communications tower on that site,and
WHEREAS, it is in the public interest that the COUNTY facilitate the improvement of
communication towers and facilities throughout the Keys.
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein,
the parties agree to amend its earlier Agreement as follows:
1. TELCOM and COUNTY agree that TELCOM shall remove and demolish the present
towers located on the COUNTY premises more definitely described below and shall replace the existing
towers, which are in bad repair, with a new communications tower within 180 days of the execution of
this First Amendment. TELCOM shall bear all the costs of demolition, disposal of the old towers, any
parts or appurtenances, and associated buildings. TELCOM shall bear all the costs of construction,
installation, clean-up of construction debris, and the costs of maintaining egress and ingress to the site
during construction.
2. The completion of construction of a new tower is pursuant to Paragraph 16 of the
Agreement which invokes an extension of the Agreement for an additional term. TELCOM shall obtain
all relevant permits, approvals, certificates of occupancy or other requirements from any governmental
entity related to,the demolition of existing towers, the construction of a new tower and clean-up of the
site during and after the construction. TELCOM shall prepare at its expense all necessary drawings and
specifications for the construction of a tower and telecommunications equipment, which COUNTY shall
have the right to approve,such approval shall not be unreasonably withheld or delayed.
3. Nothing in this Amendment shall change the responsibility of TELCOM for Maintenance
and Repairs under paragraph 6 of the AGREEMENT; however, if TELCOM wishes to maintain, make
repairs or alterations to the towers prior to the demolition, removal and rebuild of the towers the County
authorizes the maintenance and make repairs, so long as they are all accomplished as required according
to applicable Federal State and County Ordinance,and"MCSO"requirements).
4. Copies of all proposals for maintenance, repair, demolition, including but not limited to
proposed design/construction specifications of a new tower shall be submitted to the Monroe County
Sheriff's Office Department and COUNTY prior to the work being started and prior to submission to any
State, Federal or County entity for approval. In addition, prior to work on the present towers or
construction of a new tower the Monroe County Sheriff's office shall approve, in writing,the engineered
designs for any repairs,maintenance,and demolition of the present towers and for construction of a new
tower.Such approval shall not be unreasonably withheld or delayed.
5 The construction of a new communications tower shall be completed within 365 days of
the date of this amendment; however,this time frame may be enlarged by agreement of the parties in an
amendment signed with same formality as the original Agreement.
6. All permitting or other requirements, including any and all FCC or FAA permissions,
registrations and requirements, or necessary documents of any nature whatsoever related to the design,
demolition of the present towers, construction and final completion of the tower shall be the full
responsibility of TELCOM,including any fees of any kind.TELCOM shall comply with all requirements
for painting, maintaining and illumination of the tower as prescribed by the Federal Communications
Commission ("FCC"). TELCOM shall at its sole expense pay any development costs for the new tower
and for the existing towers including installation of the equipment, improvements, fixtures,dishes, lights,
switches,batteries,grids antenna(s),lines,accessories,structures appurtenances,or services necessary for
the demolition and decommission of the presently existing towers and for the design and construction of
the new tower. TELCOM shall also be solely responsible for any elements related to the tower including
but not limited to the ground ring, concrete pad/foundation, fencing/enclosure, tower, site preparation,
engineering, surveying, environmental and other fees and costs for professional and other services
required for the construction of the tower. It is understood that this responsibility is part of the
consideration for the COUNTY allowing TELCOM to build a new tower and rent space on the tower to
third parties.However,TELCOM shall not demolish the present towers until the new tower is constructed
and in operation.
7. TELCOM agrees that during the term of the Agreement, it will hold space on the tower
for use by the County for Monroe County Sheriffs Office (MCSO) communication equipment; and
acknowledges that the ability to locate equipment on the tower is part of the consideration for the County
allowing TELCOM to construct a tower. MCSO shall work with TELCOM to determine the appropriate
location for MCSO's facilities to be mounted on the tower. TELCOM acknowledges that this space must
be free of interference to the MCSO equipment and transmissions. MCSO shall give TELCOM a
minimum of thirty(30)days' notice prior to adding equipment to the tower,except in cases of emergency
at which time the parties shall work together to provide space immediately but no longer than seven (7)
days after notice is given of the need for space to TELCOM.by the County or MCSO.TELCOM agrees to
allow installation by MCSO of equipment of a type and frequency which will be acceptable to MCSO.
8. TELCOM shall procure and maintain additional insurance, over and above that required
in paragraph 10 of the Agreement,due to the construction of the Tower and for the remainder of the term
of the agreement.
8.1 TELCOM shall obtain and maintain insurance, as specified in the Agreement and this
First Amendment, in effect at all times during the term of the .Agreement and its Amendments. In the
event the completion of the project(to include the work of others) is delayed or suspended as a result of
TELCOM'S failure to purchase or maintain the required insurance,the CONSULTANT shall indemnify
the COUNTY from any and all increased expenses resulting from such delay.
8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of
VI or better,that is licensed to do business in the State of Florida and that has an agent for service
of process within the State of Florida.The coverage shall contain an endorsement providing sixty
(60)days' notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall
be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the
COUNTY.
8.3 TELCOM shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida,sufficient to respond to
Florida Statute 440. Employers Liability Insurance with limits of$100,000 per Accident,
$500,000 Disease policy limits,$100,000 Disease each employee.
B. Comprehensive business automobile and vehicle liability insurance covering claims for
injuries to members of the public and/or damages to property of others arising from use of
motor vehicles, including onsite and offsite operations, and owned, hired or non-owned
vehicles, with $200,000 per person,$300,000 per Occurrence,$200,000 Property Damage or
$300,000 combined single limit.
C. Commercial general liability, including Personal Injury Liability,covering claims for injuries
to members of the public or damage to property of others arising out of any covered act or
omission of TELCOM or any of its employees, agents or subcontractors or subconsultants,
including Premises and/or Operations, Products and Completed Operations, Independent
Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement
with$1 Million dollar Combined Single Limit.
An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims
Made policy, its provisions should include coverage for claims filed on or after the effective
date of this contract. In addition, the period for which claims may be reported must extend
for a minimum of 48 months following the termination or expiration of this contract.
D. COUNTY shall be named as an additional insured with respect to TELCOM'S insurance
coverages identified in Paragraph C.
E. TELCOM shall require its agents, design professionals and subcontractors to be adequately
insured at least to the limits prescribed above,and to any increased limits of CONSULTANT
if so required by the COUNTY during the term of this Agreement.
F. TELCOM shall provide to the COUNTY certificates of insurance or a copy of all insurance
policies including those naming the COUNTY as an additional insured. The COUNTY
reserves the right to require a certified copy of such policies upon request.
G. If TELCOM participates in a self-insurance fund,a Certificate of Insurance will be required.
In addition, TELCOM may be required to submit updated financial statements from the fund
upon request from the COUNTY.
9. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of
TELCOM and the COUNTY in this Agreement and the acquisition of any commercial liability insurance
coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be
deemed a waiver of immunity to the extent of liability coverage,nor shall any contract entered into by the
COUNTY be required to contain any provision for waiver.
10. If the tower to be constructed by TELCOM should be totally or substantially destroyed or
damaged (so that TELCOM may not operate the facility as contemplated under the Agreement and
amendment) TELCOM may rebuild the Tower at its sole and complete expense. If TELCOM elects to
rebuild the Tower as provided for in this paragraph,then in that case the Agreement shall be renegotiated
as to term of the Agreement. In any event, due to such damage or destruction TELCOM's use of the
premises is completely disrupted,any fees due to the COUNTY shall abate until the use is restored in full
or in part,or for a period of no longer than 90 days(from the date of complete disruption)or whichever
occurs first.TELCOM shall immediately notice the destruction date and the restoration date to the County
and MCSO.
11. If TELCOM fails to comply with the requirements of the Agreement and of this
Amendment, that failure shall constitute a breach of the Amendment and, in the sole discretion of the
COUNTY and MCSO,be reason to terminate the LEASE pursuant to paragraph 15 of the LEASE.Upon
termination TELCOM shall surrender possession of the tower pursuant to paragraph 21 of the LEASE,
and without compensation from the COUNTY to TELCOM.
12. In accordance with Florida Statues 713.10,neither TELCOM or anyone claiming through
TELCOM shall have the right to file construction liens or any other kind of lien on the Site or Premises
and the filing of this notice under the Agreement constitutes notice that such liens are invalid against the
COUNTY.Further,TELCOM agrees to give actual notice to any contractors,subcontractors or suppliers
of good, labor, services that such liens will NOT be valid and to provide County with copies of such
Notice and to record the Notice in the Public Records of Monroe County. TELCOM will immediately
notify MCSO and Office of County Attorney if a lien is filed regarding the site and send a copy of such
lien to both MCSO and Office of County Attorney.
13. Paragraph 12 of the original Agreement shall be amended to read:
"Expiration of Term. At the expiration of the term of the Agreement and amendments thereto,
TELCOM shall peaceably yield up to COUNTY the demised premises, including the tower,
fixtures and improvements, as contemplated under the Agreement and Amendments, in good
and tenantable repair. It is understood and agreed that TELCOM shall have the right to
remove from the premises all personal property of TELCOM which is not permanently
attached to the land, including,machinery, equipment, appurtenances, and appliances
placed on the premises by TF.LCOM. TELCOM shall be solely responsible for any
hazardous materials on the premises at the end of the term."
14. County requires and TELCOM agrees to enter into a payment and performance bond
with the entity TELCOM hires to construct the new tower in an amount equal to the contract
amount pursuant to Sec. 255.05,Florida Statutes.
15. This Amendment 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
Agreement,COUNTY and CONSULTANT agree that venue shall lie in the 16t`Judicial Circuit,Monroe
County, Florida, in the appropriate court or before the appropriate administrative body. This agreement
shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
16. TELCOM shall insure that all contracts, contractors, and subcontractors comply with
local, state and Federal laws; and that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that discrimination
has occurred,this Agreement automatically terminates without any further action on the part of any party,
effective the date of the court order. In addition,TELCOM agrees to comply with all Federal and Florida
statutes, and all local ordinances, as applicable, relating to the demolition, removal of demolition debris,
construction and operation of communications towers.
17. Paragraph 13 of the Agreement shall be amended to read as follows:
"Assignment. TELCOM shall not assign the demised premises without prior written consent of
COUNTY,in the form of an Amendment to the AGREEMENT accomplished with the same formality of
this AMENDMENT;provided,however,that TELCOM may assign the lease to an affiliate of the
LESSEE without such consent upon giving written notice to COUNTY a minimum of thirty(30)days
prior to the assignment and by providing legal proof detailing the full contact information of the affiliate
to the LESSOR.
18. In all other respects,the original Agreement with TELCOM for Long Key
Communications tower remains unchanged.
IN WITNESS WHEREOF,each party caused this First Amendment to be executed by its duly authorized
representative on the day and year first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: AMY HEAVILIN C.P.A, Clerk OF MONROE COUNTY,FLORIDA
By:, �...._ �. ... ^. By:
Deputy Clerk Mayor/Chairman
Witness to TELCOM's Signature TELCOM SYSTEMS,LTD.
By: IJNMA�.. By:
WITNESS Signature Signature of C` rporate Agent with
authority to bind the corporation
A- ril O'Mara .Taman F._ Rpigiiak
Print Witness Name Print Name of Corporate Agent
Date: 10 01✓14 Date:- n.!0W0 i A4 .,,__
MONROE COUNTY ATTORNEY
AP?Akt"'
ROVED AS TO FORM
.ENT COUNTY ATTORNEY
Date �_ ,
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 Bullding,Key West,
Florida 330M,and TELCOM SYSTEMS,Inc.("LESSEE"),a Florida Corporation,having an address at 450
NE 1a 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 communication 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:
1. Ownershio Interest in Leased Prem kj The LESSOR owns a tract of land on Long,Key
Florida,which is more particularly described as Exhibit"A",attached hereto and made a part hereof.
2. C)wnershio of Communkatlon Tower The LESSEE owns the Communkaltion Tower and
other improvements located on the leased premises,and have leased the premises from the County
since April 1S,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. Term. LESSEE shall have and hold the above described lease premises for a term
commencing April 20,2011 and terminatdng April 19,2021.
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 flee shall be made payable to Monroe County and
paid to the Clerk of Monroe County at S00 Whitehead Street, Key West,FL 33040.
S. To Utilities.LESSEE shall promptly pay all gas,water,electric,cable and any other
utility charges which may become payable for utillties used by the LESSEE during the term of this
agreement.
6. Maintena=and Re 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 damages by the LESSEE,its officers,agents,employees,or equipment.
7. Ahratlon&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_
IIPa ;ge
8. Rkht of Inaress and E11reSL LESSEE shall have the right of ingress to and egress from the
premises.
9. Hold 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,(11)any litigation,administrative proceedings4 appellate
proceedings,or other proceedings relating to any type of injury(including death),lass,damage,fine,
penalty or business Interruption,and(ill)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 Sheriffs office any of their employee,elected or
appointed officers,agents,or invitees. Insofar as the claims,actions,causes of action,litigation,
proceedings,costs or expenses relate to events or circumstances that occur during the term of this
AGREEMENT,this,section will survive the expiration of the term of this AGREEMENT or any earlier
termination of this AGREEMENT.
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 requirfements
contained elsewhere within this AGREEMENT.
10. Insurance. The LESSEE shall obtain,at its own expense,Insurance as specified below.
The LESSEE shall maintain the required insurance throughout the entire term of this 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 the 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
of Insurance or a certified copy of the actual insurance policy.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
-Expanded Definition of Property Damage
-Fire Legal Liability(with limits equal to the fair market value of the leased
property
2 1 P a g e
-Workers compensation limits as required by law
-Vehkle 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
MOOD 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'Compensatlon.
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. Injury or®amaee 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. gyration of Term, At the expiration of the tern 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,runless 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. Agignment. 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. and ts.All the covenants,stipulations and
agreements herein shall extend to and bind the legal representatives,successors,and assigns of the
respective parties hereto.
15. Earhr 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 party may terminate this lease without cause upon giving one
hundred and eighty(180)days written notice to the other party.
16. Ca f New Iffer-an PLem The parties agree that a new tower 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. Right 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 cornmected with the
performance of its obligations hereunder,or in the exercise of it governmental functions.
19. Nance. Notices to the parties shall be sent by certifted mail,postage prepaid and
addressed to the folkhwini
FOR LESSOR: COPY TO: FOR,LESSEE:
County Administrator Emergency Communications . James E.Spisiak
11W Simonton Street Laurai White TELCOM SYSTEMS,Ltd.,Inc.
The Gato Building 10600 Aviation Boulevard 450 NE a Road
Key West;Florida 33040 Marathon,Florida 33050 Homestead,Florida 33030
20. Taxes and vg=jjd 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 igf Possession Upon the expiration or other termination of this lease renewal
thereof,LESSEE's right to use the premises,fadlities,rights,licenses,services and privileges herein shall
cease and LESSEE shall forthwith upon such expiration or termination surrender same In,good repair.
22. Discrimination, The LESSEE,in exercising a,ny 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. AS IS. 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. Governing La VSnue and Interprytai 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( Paige
that avenue will lie 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 Reoresentation., County makes no representation,warranty,guarantee,or averment
of any kind whatsoever concerning the physicals 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 damage.
26• Sorerabillty.—If 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 terns,covenants,conditions and provisions
of this Lease Agreement,shall 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 provisions
of this tease 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. AttornWs 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
irnerpretatxon of this Agreement,the prevailing party shall be entitled to reasonable attorneys fees,and
court costs only,as an award against the nonlxwmillq party,and shall include attorneys flees and
courts costs only In appellate proceedings. Mediation proceedings initiated and conducted pursuant to
this Lease Agreement shall be in accordance with the Florida Rules of CIA Procedure and usual and
customary procedures required by the circuit court of Monroe County.The parties agree that mediation
not arbitration shall be used In the event any dispute arises between the partles.
29. Bin 'i . 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. Autho 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. Cov_ vgWnt of No Inter sL LESSOR and LESSEE covenant that neither presently has any
Interest,and shall 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 SoUckatIon pmwmnt, The LESSOR and LESSEE warrant that,In respect to itself,it has
neither employed nor retained any company or person,otherthan 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,any fee,
5 1 P a g e
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 Access. 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 provislons of Chapter lig,Florida Statutes,and made or received by the Lessor and
Lessee In conjunction with this Lease Agreement and the Lessor shall have the right to unilaterally
cancel this Lease Agreement upon violation of this provision by Lessee.
33. No Wa er of ImmunitV. Notwithstanding the Provisions of Sec.28628,Florida
Statutes,the participation of the LESSOR and LESSEE in this Lease Agreement and the acquisition of any
commercial liability insurance coverage,self-insurance coverage,or local government Ilabirdy insurance
Pool coverage shall not be deemed a waiver of Immunity to the extent of liability coverage,nor shall any
contract entered into by the Lessor be required to contain any provision forwaiver.
34. 'le AiI of the prhdk!g+es and Immunities from liability,
exemptions from laws,ordinances,and rules and pensions and relief,disability,workers'compensation,
and other benefits which apply to the activity of officers,agents,or employees of any
Public agentsor
employees of the Lessor,when performing thepective functions under this
iir res L ett
Lease agreement within
the territorial limits of the County shall apply to the same dqpw and extent to the performance of such
functions and duties of such officers,agents,volunteers,or employees outside the territorial limits of
the County.
35. Legil ObUntionsand nsibi a Non-Delegation of Constitutional or Statutory
Duties. This Lease Agreement is not Intended to,nor shall It be construed as,relieving any participating
entity from any obligation or responsibility Imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity,In which case the performance may
be offered In satisfaction of the obligation or responsibility. Further,this Lease,Agreement Is not
intended to,nor shall it be construed as,authorizing the delegation of the constitutional or statutory
duties of the LESSOR,except to the extent permitted by the Florida constitution,state statute,and caselaw.
6. o i by terms,or any of them,of this Lea -p i No person or entity shall be entitled to rely upon the
Nn-Relance
se Aygreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder,and the Lessor and Lessee
agree that neither the Lessor nor the lessee or any ageK officer,or employee of either shall have the
authority to inform,counsel,or otherwise indicate that any particular Individual or
entity or entities,have entitlements or benefits under this Lease and apart,Inferior
of individuals,
���separate
an
to,or superior to the community in general or for the Purposes contempiated In this Lease Agreement.
37. Attestations. Lessee agrees to execute such documents as the Lessor may reasonably
require
,to Include a Public Entity Crime Statement,an Ethics Statement,and a Drug-Free Workplace
State38. No Personal LI biilty. No covenant or agreement contained herein shall be deemed to
6t 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,'affieer,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. lion in Coup noarts. 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 shall constitute
one and the same instrument and any of the parties hereto may execute this Lease Agreement by
signing any such counterpart
40. Section Hea inns. Section headings have been Inserted in this Lease Agreement as a
matter of convenience of reference only,and It is agreed)that such section headings are not a part of
this(Lease Agreement and will not be used in the interpretation of any provision of this Lease
Agreement.
4L MANI l 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.
42. The coanty's perform sold obiligatim
upon an arm appruprttri' b;f the k&JRtWM to pay under this�r�#is co of
THIS IS TO BE A LEGALLY BMING CONTRACT.IF NOT FC]I.LY UNDID,SEEK THE
F AN ATTORNEY IP OR TO SIGNING.
WMWF,the parties hereto have set their h=&and seals the day and year fast
iIQAIRD OF CO CdM
i^LENK of MOi1 IM .
a
g
W
Da � z
�iK 8
P ��2. /Zat! mom/ O iir oUi cc
a O
WITNESS FOR LESSEE: Q)
LESSEE: < O U
s ' � )
Pe Wi.dL D l W �
, r ® / Pe Autboriied to sign LESSEE (07 3 - U 1
o a as imEs it- S AasrA r u' a
21
Print Hems 0 4 ~ I
Witness syn yet k= Dates 7► jl ^,.
Print Name A JI d
Date.,`E
(STATE OF FLORIDA I
The fore of IA Instrument
ledged before me thb 1r afAA2i aes9,Ilgr SA �,r t. S i!
mains inst�rwerrent was a � �
Pe ry n to or ad as idenafkation. �•"rT
Carmeissioe '73 ao`f _ o0 0
My Co1nImllss10n Expires: r9 ;a/).- 4MOtPublic - �+� ►TA
71 Page `_�� o
AFMOMARA
MY C4MMMION!OD 7W4
EXPIRES:January 14,2412
M' B=W TPn N"PLft 411ndreMara
EXHIBIT"A"
Leal description of the premises which County leases to TELCOM SYMMS Inc
A lead of Iand 1n a pvf of GoWWRnWp Gof 1.
:Mctlon&T. 66 L I! 35 L an Gang Key. 1„4orMor
Can* fl lift and b ft 0 a- Part11maxt
dmmc+bod by nmi and bouncy=fWjmW
Ccmmw ft at to cwdarkm of US a pgt&ro y fla
�0 � ��Tmd
Mop, b4m nwftmk* d V to etir*N&w of
US N&I far a dMance of 33L22 toot to
ad* ami
rr of 5W Atiaf toft pC p fL L----
d fhe Mood of Mind � aa_ dbb�„ add
0*04dmay w of US. I NO Way No, 1. ftm add
tblorwa,OW of V*Q=to UU L M No`
mu low to a PC** some at rw
f"oa POK 1 wm C* ft t armed and
�nwfty Ia*tsar a a knm d Ep p hM fo a POW
Nth" No. 1� d��aF'1M°r kw d U.g.
Its%a bow X#Ah wg#wly akft
N*aw.1 4 �d��bw of U.& try
d bedhWO back tv to Pohl
S � Page