Item J3 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM -VWWARY
Meeting Date:_ Aril 15.2009 Division: Monroe County Sheriff Office
Bulk Item: Ye;.: x No _ Department:__.Emerf,,ency Communications
Staff Contact.Person/Phone#: Laura White X6035
AGENDA ITEM WORDING: Approval and consent to assignment of lease of County owned
property from COMCAST OF CALIFORNIA/COLOR�,°DO/FLORIDA/OPEGON, INC. to TELCOM
SYSTEMS,LTD. This consent to assignment allows Monroe County to continue to receive the income
from the lease.
ITEM BACKGROUND: The County owns property at Long Ivey and presently leases the property to
Comcast of California/Colorado/Florida/Oregon, Inc. Comcast owns and maintains the tower and out
buildings which are located on the property. Comcast no longer needs the tower for its business and
wishes to assign the lease to TELCOM SYSTEMS, LTD. Comcast will by separate agreement (see
attached copy) its ownership of the tower and outbuildings to TELCOM. This tower is an intricate part
of the Emergency Communications for the County.
PREVIOUS RELEVANT BOCC ACTION: In January 1996 County leased the property to TCI
Cablevision, subsequently known as Comcast, for a term of March 9, 1995 to March 8, 2010. Comcast
no longer needs the tower TELCOM. Approval of this assignment of the property lease allows the
County to continue to receive$750.00 monthly for the lease, and to derive the benefit of the tower for
emergency communications. TELCOM will maintain the tower and outbuildings at no cost to the
County.
CONTRACT/AGREEMENT CHANGES: This is an assignment of a lease of property owned by the
County. The only change is that a different entity, TELCOM, will be paying Monroe County for the
lease. Emergency Communications is familiar with the new party and is comfortable that they will be
reliable and that approval of the assignment is in the best interest of the County.
STAFF RECOMMENDATIONS: approval
TOTAL COST: -0- INDIRECT COST: BUDGETED: Yes No
This represents $750.00 income to the County.
COST TO COUNTY: SOURCE OFFUNDS:
VENUE PRODUCING: Yes�No AMOUNT PER MONTH Year
PROVED BY: County Atty OMB/Purchasing Risk Management
fW Oak eeh t W. casgel
DOCUMENTATION: Included Not Required
DISPOSITION: AGENDA MM#
MONROE COUNT�7 BOARD OF C04JN ITY C0I0VUSS ONERS
CONTRACT SUM IAARY
Contract with: TELCOM LTD Contract 9
Effective Date:
Expiration Date:
Contract Purpose/Description:
Lease of County. ro ert on Long Key for communication tower.
This is revenue producing for the Count
Contract Manager: Laura White 6035 MCSO
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on A enda Deadline:
CONTRACT COSTS
Total Dollar Value of Contract: $ Current Year Portion: $
Budgeted?Yes❑ No❑ Account Codes: NA- - - -
Grant: $ - -
County Match: $ - - - -
ADDITIONAL COSTS
Estimated.Ongoing Costs: $0/yr For:
(Not included in dollar value above) (e .maintenance,utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director Yes❑Non
Risk Management Yes[] No❑
O.M.B./Purchasing Yes❑Non
County Attorney Yes❑ No�
Comments: U -k UeRe- LAJ. CA3S,e
OMB Form Revised 2/27/01 MCP 42
`t.'ho vnd(Tcsigned Lc-,Sgo cclu� ( L'cs, to! 'LlIo -%regoirng )kSS-K fA4'EL,,NTT OP 12E,"ASIS
Ad D I3JOILL OF 91111,13 &Z aglEe�& (fl. or the, Date, Acsigi,-,or -will ( c�
rfionLl F"If fim,ib"i1hy Lk-'F the pe of,-mly obfigntioxis undr,-j,- dic-, miniuq-,,
fi-own a-fl-d after tllt, EfR, -two Date; m-L'I (2) Consent 1Ttffil not bo dleona.ed & cmLiL,,eio, to)
any subsequent, assigi nxna, but, �-Efl-IC17 any subsequent assigmalent WiR requir,Ed the
consent of Oke pursuant to the,Lea-se-
Lessor here-by relyesenu aud, -�mnmnis that as of the date of execufio-n ol'this
Consent, Assignoi-, as lessee, is not iia deflauh or breach of the Lease, and no event, has
occurred which with the passage of throe or the giving of notice would ca R. Scitute sudh a
breach or default.
Date
Board of County Commissioners
ofMonroe County
Attest:
Danny L. Kohlage, Berk By:
George Neugent, Mayor
Date:
By:
Deputy Clerk
Date:
ti
MONROE COUNTY ATTORNEY
PROVED AS FO
.01-1
PROVED
T
NATILEENE W. CASSEL
I
'CO V�
ASSISTANT COUNTY ATTORNEY
4
i 1010 Kennedy Drive
cc,
j f Suite 200
Key West, FL 33040
www.comcast.com
March 30, 2009
Natileene W. Cassel
Assistant County Attorney RO cuujav
Monroe County Florida
PO Box 1026
Key West, Fl. 33041-1025
Re: Assignment of County Lease in Layton
Dear Nat,
Enclosed are 5 original copies of an Assignment of Lease and Bill of Sale for the towers
and building located in Long Key, Florida.
From our last meeting back in December I worked out an agreement according to your
recommendation. I believe this will take care of the County's concern with the towers
and building in which Comcast rents the land from the County in Long Key.
James Spisiak with Telcom Systems is taking over the ownership of the building and
towers and is willing to take over the assignment of the lease from Comcast. The
County will continue to receive the revenue for the lease of the land and you will have
no liability with the towers or building.
.lames Spisiak has already signed all 5 agreements and once the board agrees to the
assignment, Comcast will then be able to sign off on the agreements.
If you would please put this on the agenda for the April meeting it would be
appreciated.
Sincerely,
Aa ,i"Z—Z� 2
Bill Underwood
Comcast General Manager, Florida Keys
Enclosures (5)
ASSIGNMENT OF LEASE
AND
BILL OF SALE
THIS ASSIGNMENT OF LEASE AND BILL OF SALE (this "Agreement') is
entered into this day of , 2009 by and between COMCAST OF
CALIFORNIAJCOLORADO/FLORIDA/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 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. 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
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 Agreement. 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 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
which shall, without proof or accounting for the other counterparts, be deemed an
original contract.
Witnesses for Comcast of Comcast of
California/Colorado/Florida/Oregon, Inc. California/Colorado/Florida/Oregon,
Inc.
By:
Signature Nanne:
Title:
Print Name
Signature
Print Name
Witnesses for Telcom Systems, Ltd. Telcom Systems, Ltd
By: Telcom Systems, Ltd., Inc.
Its General Partner
By:
Signat re Name: ames E. SrpisiA
April O'Mara Title: President
Prif1le
Sig tur
ry Campbell
Print Name
a
EXHIBIT"A"
[Attach copy of Lease]
5