Equipment Transfer Agreement 11/15/2022 COUR)"X
Kevin Madok, cpA
Clerk of the Circuit Court& Comptroller—Monroe County, Florida
DATE: December,), 2022
TO: Daryl Greenlee, Director
Fleet Mariagenient
Taiiiiny Acevedo
Executive Assistant
FROM: 13miiela G'. Haiico(("" .('.
SUBJECT: November 15' 110CC Meefing
Attaclic(l is aii electronic copy of the following item Ior your lian(fling:
F36 "Transfer Agreement Nvidi Sprint Spectrum Realty Conipaiiy, 1.1,C for a 2005
Koliler 6)OkM' Diesel Generator Model No. 60REOZJB, Serial No. 2043081, locate(l at 500
NNIii(elica(l Street, Key NN'est, Florida.
Slioul(l you have any questions please feel 1'ree to contact nie at (305)) 292-3550.
CC: County Attonicy
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
DocuSign Envelope ID:859D501 D-B49B-4CF7-BB71-A8FBAD91 EOF6
Site ID: MI03XCO63
EQUIPMENT TRANSFER AGREEMENT
This EQUIPMENT TRANSFER AGREEMENT(this "Agreement") is made and entered
into as of the date of the last parry to execute this Agreement (the "Effective Date"), by Sprint
Spectrum Realty Company, LLC, a Delaware limited liability company (formerly limited
partnership), successor in interest to Sprint Spectrum LP, or any affiliate or successor in interest
("Transferor"), in favor of Monroe County, Florida, a political subdivision of the State of
Florida ("Transferee"). Transferor and Transferee shall individually be referred to as a "Party"
and collectively as the "Parties".
WHEREAS,the Parties(or their respective predecessors in interest)entered into a License
Agreement dated September 9, 1998, as may have been amended (collectively, the "Lease") for
Transferor to utilize certain portions of 500 Whitehead Street, Key West, FL 33040 (the
"Property");
WHEREAS, a notice of termination was sent to Transferee on July 12, 2021, stating that
Transferor's occupancy at the Property will terminate effective August 31,2021. The Parties agree
that no further notice is required evidencing the end of Transferor's tenancy at the Property and
that, on the Effective Date, the Transferred Property (as defined below) shall not be removed by
Transferor, that title shall pass to Transferee, and that Transferee shall become the lawful owner
of the Transferred Property. Transferor's equipment not specified in Exhibit A shall be removed
in accordance with the Lease and the terms of this Agreement no later than October 1, 2021
("Projected Removal Date"). Rent and any other fees payable by Lessee under the Lease shall
cease on the Projected Removal Date; however, in the event the actual equipment removal date
("Actual Removal Date") is prior in time to the Projected Removal Date, then all monetary
obligations of Lessee shall cease on the Actual Removal Date;
WHEREAS, this Agreement specifically relates to the Transferred Property and does not
affect, amend or limit any other rights or obligations of the Parties under the Lease;
NOW, THEREFORE, in consideration of the terms, conditions, covenants and mutual
promises set forth herein and other good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged,the Parties hereto, intending to be legally bound, hereby agree as
follows:
1. Equipment and Surrender Obligations.
a) Surrender Obligations and Transfer of Title. Transferee agrees that Transferor shall
surrender the premises in an "as-is"condition. Transferor shall leave, convey,transfer, and
assign all equipment, leasehold improvements, and related items installed on the Property
listed in Exhibit A ("Transferred Property"). Title to all Transferred Property
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DocuSign Envelope ID:859D501 D-B49B-4CF7-BB71-ABFBAD91 EOF6
Site ID: MI03XCO63
automatically passes to Transferee and Transferee accepts the Transferred Property on an
"as is" basis. Transferor shall remove its equipment not specified on Exhibit A
("Transferor's Surrender Work").
b) Cooperation and Access. Transferee agrees to cooperate with Transferor regarding any
necessary actions, including obtaining any required permits or other approvals. Transferor
shall have the right of access to the Property at no cost, on a twenty-four (24) hours a day,
seven (7) days per week basis.
c) Mutual Release. Transferor and Transferee release and waive any claims against the other
Party and such Party's successors, assigns, parent, subsidiaries and affiliates, arising out of
the Lease and Transferor's Surrender Work, excepting any Security Deposit, prepaid-rent,
rent credits or abatements owed to Lessee.
2. Covenants of Transferor. Transferor hereby covenants with, and represents and warrants to,
Transferee that, as of the Effective Date:
a. Transferor is lawfully seized and possessed of the Transferred Property;
b. Transferor has the right to sell, transfer and convey the Transferred Property to
Transferee;
c. The Transferred Property at the Site(s) is, and shall be transferred to Transferee, free and
clear of all security interests, liens, and other encumbrances of any type or description.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, TRANSFEROR MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
3. Miscellaneous
a. This Agreement supersedes all prior discussions and agreements between the Parties with
respect to the transfer of the Transferred Property and other matters contained herein,
and this Agreement contains the sole and entire understanding and agreement between
the Parties with respect thereto. In the event of any inconsistency or conflict between the
terms and provisions of this Agreement and the Lease, this Agreement shall control.
b. The Parties agree to use reasonable commercial efforts to execute and deliver such
additional documents and to do such other acts as may be reasonably necessary or
advisable to more fully implement or evidence the transactions contemplated by this
Agreement.
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DocuSign Envelope ID:859D501 D-B49B-4CF7-BB71-A8FBAD91 EOF6
Site ID: MI03XCO63
c. If any provision of this Agreement is unlawful or unenforceable under applicable law,
the other provisions and the unlawful or unenforceable provision shall remain in effect
to the extent permitted under applicable law. This Agreement shall be binding upon the
Parties and their respective successors and assigns. This Agreement shall be governed
by and construed and enforced in accordance with the internal substantive laws of the
state where the Property is located, regardless of conflict of law principles. The use of
the word "or" herein is not exclusive. The recitals set forth in the preamble of this
Agreement are hereby incorporated into this Agreement as if fully set forth herein. Any
rule of construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in interpreting this Agreement.
d. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement. Signed electronic copies of this Agreement (including signatures provided
by .PDF or DocuSign) shall be legally binding and deemed as originals.
e. The signatories represent and warrant that he or she is duly authorized to execute this
Agreement on behalf of their respective Party.
(Remainder of Page Intentionally Left Blank )
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DocuSign Envelope ID:859D501D-B49B-4CF7-BB71-ABFBAD91EOF6
Site ID: M103XCO63
IN WITNESS WHEREOF, this Agreement has been executed by the Parties and is effective on
the date of the last Party to sign this Agreement, as evidenced below:
Transferor: Transferee:
Sprint Spectrum Realty Company, LLC, Monroe County, Florida,
(formerly limited partnership) a political subdivision of the State of Florida
a Delaware limited liability company,
successor in interest to Sprint Spectrum LP
DocuSigned by:
DocuSigned by, W ]
By: AtA 6�s6r By: Ev 183F3AAE4C5...
11E6F0B85B3C39412
Name: mark Bishop Name: Daryl Greenlee
Title: Director Title: Director of Fleet management
Date: 10/18/2022 Date: 10/6/2022
Js Digitally signed by James
ame D. D.Molenaar
Molenaar Date:2022.11.16 16:02:52
-05,00,
Approved as to Form and Legal Sufficiency
James D. Molenaar
Asst. County Attorney
MONROE COUNTY ATTORNEY'S OFFICE
or of County Commissioners
evin Mado , Clerk of Monroe Coy y, Florida
"
00,0",w
By: ,
As Deputy Clerk Mayor/Cha*
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DocuSign Envelope ID:859D501 D-B49B-4CF7-BB71-A8FBAD91 EOF6
Site ID: MI03XCO63
EXHIBIT A
Transferred Property
The following equipment Facilities will be left in place and become part of the
property being transferred to the Transferee/Lessor by way of this Agreement.
1. Generator
Site Address: 500 Whitehead Street, Key West, FL 33040
Site ID: MI03XCO63
Lease ID: MI03XC063-A-001
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