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#Assignment of Lease/Bill of Sale 04/15/2009DANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DATE: May 29, 2009 TO: Sheriff Robert P. Peryam Monroe County Sheriffs Office ATTN: Donna Fenech FROM: Pamela G. Hanc ck Deputy Clerk At the April 15, 2009, Board of County Commissioner's meeting the Board granted approval and authorized execution of a Consent to Assignment of Lease of County owned property from Comcast of California/Colorado/Florida/Oregon, Inc. to Telcom Systems, LTD. This consent to assignment allows Monroe County to continue to receive the income from the lease. Enclosed are five duplicate originals of the above -mentioned, executed on behalf of Monroe County, for your handling. Please have Comcast of California/Colorado/Florida/ Oregon, Inc. sign all five originals and have the signature witnessed by two other parties. Once signed, you may give one original to Comcast and return the other four to my attention at Stop 8 for proper dissemination to all concerned. Should you have any questions please do not hesitate to contact this office. Cc: File n~cnn'Oo CC$Zy a3r~'n Offi~~ On'!u~.,1 ASSIGNMENT OF LEASE AND BILL OF SALE TIllS ASSIGNMENT OF LEASE AND BILL OF SALE (this "Agreement') is entered into this I~dt.. day of ~ ' 2009 by and between COMCAST OF CALIFORNIA/COLORADO/FI.:ORIDA/OREGON, INC. ("ASSIGNOR"), a Florida Corporation, 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 1st 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. Assignment and Delivery 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 Leased Premises to Assignee on the Effective Date. 2. Assumption and Acceptance of the Leased Premises. Assignee assumes and 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 Assignee. Assignee will indemnify Assignor against and hold Assignor harmless from any loss, liability, and expense (including reasonable 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 opportunity to investigate and study 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, 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 ASSIGN'OR 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 Agreement. This Agreement embodies the entire agreement of Assignor and Assignee with respect to the subj ect matter of this Agreement, and it supersedes any prior agreements, whether written or oral, with respect to the subject matter of this Agreement. There are no agreements or understandings that are not set forth in this Agreement. This Agreement may be modified only by a written instrument duly executed by Assignor and Assignee. 6. Binding Effect. The terms and provisions of this Agreement will inure to the benefit of, and will be binding upon, the successors, assigns, personal representatives, heirs, devisees, and legatees of Assignor and Assignee. 7. Consent. 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 whieh shall, without proof or accounting for the other counterparts, be deemed an original contract. Witnesses for Corneast of CaliforniaJColorado/FloridaJOregon, Inc. ~iftxlJr '1k~ Anatu ; ~ Jaetitl ~ QCe ~ S' a\ure tttd{{A Print Name Comcast of CaliforniaJColorado/Florida/Oregon, ::. ~ ;?~ Name: 'T; ,/J ~-'- d Title: /1/tJ/hP;} f/:' ''''7 ~S/~ t/.I! 4 ~s Witnesses for Telcorn Systems, Ltd. Telcom Systems, Ltd By: Telcom Systems, Ltd., Inc. Its General Partner By. rj:6/'rY).(dl &~A;II.I; Name: ames E. gpisi Title: President · ie_1A j} () t{a ~ Signat re April O'Mara Print N Sig Print Name ~ -' CONSENT 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 'f/; 5/0 1 APR 1 5 2009 4 By' orge Neugent, M~or ate: APR 1 ~ 2009 ......, ..." 0 c:::J c::::. )> ...0 , Q~ e.- m ...~ :...... c:: 0 p-, """+--.. Z ; , ;') ." (-:' :::]:_~ , (X) 0 C) :::, ::0 -.....~..... ~....::J _.-~. > ::;j --.,' ; :x (T1 C) :1: 5 n ::'.... ;-1)> .. 0 I r' C> W :;0 rr1 (,,) 0 MONROE COUNTY ATTORf\'EY PROVED AS T F~: , .C~ NATILEENE W. CASSE t ASSISTANl COUNTY ATTGh.\!E Y Date 3j ~09 EXHIBIT "A" [Attach copy of Lease] 5 . ." LEASE AGREEMENT THIS AGREEMENT is made and entered Into by Monroe County, a political subdivision of the State of Florida, whose address is 5100 College Road, Stocl< Island, Key West. FL 33040 (Lessor/County), and 'lTGI:?ea51~isIPff".'of Florida, Inc.. whose address is 1700 N. Roosevelt Blvd., Key West, FL 33040 (Lessee/TCI). The ceOtIDfY]!(jwrt;"a'.'f[dcf'of"fc:u'd"orf'lon~j"XeytFJorid~, which has previously been leased by TCI and its predece~sors for use In connection with coble services provided throughout Monroe County. '1.9~m:@j~~a'esi~'.fffof'Jnet1Coun'1Y~lease>>sclicrprbpertV'tCfTCP ~f,gr!f!bt!"'auratlon'ofItSexisting 'County franchIse:' Tt1erefore,fhe County 'arid TClagree as ..t~lIows: , . PREMISES. The County leases to TCI 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 County, Florido, and being more particularly described by metes and bounds as follows: Commencing at the centerline of U.S. Highway ~o. 1 and the Point of Curve of Station 24068 plus 96.1, Florida Eest Coast Railway Right of Way and Trect Map, bear northeasterly along the centernne 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 feet to the point of beginning of the tract of land hereinafter described, said 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 ot right angles to U.S. Highway No.1 for a distonce 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 0 point on the southeasterly right-of-way line of U.S. Highway No.1: thence bear southwesterly along the southeasterly right-of-way line of U.S. Highway No.1 for a distance of 300.0 feet. bock 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 8.2010. &4U~ RJI 3. RENTAL AMOUNT. lessee sholl pay lessor the sum of seven hundred fifty dollars f$750.00) per month, payable on or before the ninth day of each month. The fee shall be mode 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 utifity charges which may become payable during the tenn of this lease for utilities used by the Lessee on the prerY)ises. 5. MAINTENANCE AND REPAIRS. Lessee shall be responsible for all maintenance and repairs on the premfses 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 unreasonqbly 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 indeml}lfy and hold harmless Monroe County Board of Commissioners from any and 011 claims for bodily injury (including death), personal injury, end property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attomey's fees) which arise out of, in connection with, or by reason of the Lessee utilizing the property governed by this lease 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 maintain the required Insurance throughout the entire term of this 2 lease agreement. Failure to comply with this provision may result in the immediate termination of the lease agreement and the retum 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 poncies 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 apprc:;>val of the Lessee's Insurance sholl 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 LiabRity III Personal Injury Liability II< Expanded Definition of Property Damage '" Fire Legal Liabllfty (with llmits equal to the fair market value of the leased property) The minimum limits acceptable shall be $300.000 Combined Single Limit (CSl) If spilt 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 Mode 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 should extend for a minimum of twelve (12) months follOWing. the termination of the lease agreement. The Monroe County Boord of County Commissioners will be included os II Additional Insuredtl on all policies issued to satisfy the above requirements. 3 Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled II 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 011 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. EXPtRA TION 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 011 personal property of the Lessee and all fixtures, machinerY. equipment. appurtenances. and appliances placed or installed on the premises by lessee. provided tha1 the Lessee restores the premises to as good 0 stete of repair as they were prior to the removal. lessee shall be SOlely responsible for any hazardovs materials on the premise~. 12. SUBLEASE At'JD ASSlGNMEhlT. The Lessee shall nol su!:>ie1 or assign aJ: or any pari 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. 4 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 (3D) calendar days written notice to the Lessee of its intent to terminate this Agreement due to a breech of any of the Lessee's covenants under this Agreement. unless the Lessee sholl correct the default or breac~ within that thirty (30) day period. Either party may terminate this lease without cause upon giving ninety (90J 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 mail. postage prepaid. and addressed to the following: FOR COUNTY: Mayor and Chairman of the Board of County Commissioners Monroe County Courthouse P.O. Box 1680 Key West. FL 33040 18. TAXES AND ASSESSMENTS. FOR LESSEE: TCI Cablevision of Florida, Inc. General Manager 1700 N. Roosevelt Blvd. Key West. Fl 33040 COPY TO: Tel Southeast, Inc. Legal Deportment 2204 lakeshore Drive Suite 325 Birmingham, AL 35209 Lessee shall pay all 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 same in good repair. 5 20. DISCRIMINATION. The Lessee, In exercising any of the rights or privileges herein granted to Lessee, shall not discriminate or permIt discrfmination 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 uP9n 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 I s intent to renew, County shall commence negotiations with Lessee. Both parties shall negotiate new terms and conditions in good faith. This renewal option shall not be available if the County does not grant a new franchise to lessee. 22. AS IS. The Lessee accepts the property in lias-is" condition and County shall not be obligated to repair, maintain, or renovate same. 23. GOVERNING LAWNENUE. This lease shall be govemed 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 concemlng 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 . I · -;, 1 ' .0 \.. J {TCI/Long Key Lease} the day end year first above written. IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed as of ( SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By: (SEAL) ATTEST: By. ~/$~ Arthur Q. Dobel A.ss~stant Secretary aa/contracts/tcilong. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ~,.~ B .,.'-; .;7./\ Mayor/~nafrman TCI CABLEVISION OF FLORIDA, INC. By:~{:'t/ib~~;" Title: Exeo Itlv- Vice President 7 ACORD„, CERTIFICATE OF LIABILITY INSURANCE IDATE(MM/DD/YYYY)s/la/loos PRODUCER (305)247-5121 FAX: (305)248-8543 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE T.R. Jones & Company HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 1780 N Krome Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Homestead FL 33030 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA:American Empire Surplus Teloom Systems, Ltd. INSURER a:Hartford Underwriters Ins 30104 450 NE 1st Road INSURERC:Firemans Fund ' INSURERD:BusinessFirst Ins Co . 11697 Homestead FL 33030-6134 INSURERE: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POUCY EXPIRATION UMtTS LTR)NSRQ TYPE OF INSURANCE POUCY NUMBER DATE(MMIDDIYY) ,DATE(MMIDDJYY) GENERAL UABIUTY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO(RENTED $ 100,000 PREMISES occurrence) A CLAIMS MADE a OCCUR 8CG45012 7/6/2008 7/6/2009 MED EXP(Any one person) S 5,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 — GEM_AGGRE�GA�TE 1 I I LIMIT APPLIES PRODUCTS-COMPIOP AGG $ Included X 1 POLICY I 17P& LOC AUTOMOBILE UABILITY COMBINED SINGLE LIMIT $ 300,000 (Ea accident) X ANY AUTO B ALL OWNED AUTOS 21 UEC L804B6 10/9/2008 10/9/2009 BODILY INJURY S — (Per person) SCHEDULED AUTOS HIRED AUTOS BODILY INJURY $ `— NON-OWNED AUTOS (Per accident) — . . ' PROPERTY DAMAGE S (Per accident) GARAGE LIABIUTY AUTO ONLY•EA ACCIDENT S ANY AUTO C.----.- .._ - I ' ' I OTHER THAN PA ACC S AUTO ONLY: AGG $ EXCESSIUMBRELLAUABIUTY EACH OCCURRENCE S 2,000,000 jJOCCUR 0 CLAIMS MADE AGGREGATE S 2,000,000 S C DEDUCTIBLE - SSE00081070997 7/6/2008 `7/6/2009 $ RETENTION S y�gTq�(� 7H S D WORKERS COMPENSATION AND X,TORY IIMITS I IOER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ 500,000 ANY PROPRIETORIPARTNER,EXECUTIVE OFFICER/MEMBEREXCLUDED? 521-00747 7/8/2008 7/8/2009 E.L.DISEASE-EA EMPLOYEES 500,000 Byes.describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT S 500,000 _ . OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESJEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Cartifoate Bolder is Additional Insured with reapeata to: Spa 5 Tap 65 Rng 35e, Part Of Gov't Lot 1„ Long Key, Florida CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE Monroe County BOCC EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Maria Slavik 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT 1100 Simonton Street FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR UABILITY OF ANY KIND UPON THE Room 268 Key West, FL 33040 INSURER ITS AGENTS OR REPRESENTATIVES. AUTI{ORREDREPRESENTATIVE L. Alan Lund (AOR) JG ACORD 25(2001108) 0 ACORD CORPORATION 1988 Oonn1M7 I IJRA9S rmne%mi.