HomeMy WebLinkAbout2023-049at&t
2023
Site Number: IR02
FA#: 10080597
Property: 1340 OLD DIXIE HIGHWAY, VERO BEACH, FL 32960
RE: Letter Agreement for Past Due Fees
Letter Agreement
THIS LETTER AGREEMENT (the "Letter Agreement"), dated as of the latter of the
signature dates below (the "Effective Date"), is entered into by Indian River County, a political
subdivision of the State of Florida, (the "County") and New Cingular Wireless PCS, LLC, a
Delaware limited liability company, ("AT&T")
WHEREAS, County and AT&T's successor, Talcom, Inc. entered into a Lease Agreement
on the 10 day of December 1995, as amended by the Corrected First Amendment to Lease
Agreement on the 2nd day of February 2016, hereinafter collectively referred to as (the
"Agreement"), whereby County leased to AT&T a certain portion of the property located at 1340
Old Dixie Highway, Vero Beach, FL 32960, (the "Property"), for the installation and operation
of AT&T's communications facility in connection with Tenant's federally licensed
communications business; and
WHEREAS, the term of the Agreement expired on December 181', 2020 and both parties
chose not to renew or extend the Agreement but allowed AT&T's continued use of the Property
in accordance with the Agreement on a month to month basis (the "Holdover Period"); and
WHEREAS, the County entered into an Assignment of Lease effective as of the 22nd day
of July 2022, with TIGR Acquisitions III, LLC, (hereafter referred to as, the "Landlord"), in which
the County transferred its right, title and interest in and to the Agreement, for a period of ninety-
nine (99) years to the Landlord, terminating July 22, 2121, unless otherwise terminated sooner per
the agreement between the City of Vero Beach and Indian River County, Florida; and
WHERAS, AT&T desires to continue to its use of the Property, and enter into an agreement
directly with the Landlord (the "New Agreement"); and
WHEREAS, prior to entering into the New Agreement, County and AT&T agree to enter
into this Letter Agreement to address rent due by AT&T to the County, for AT&T's use of the
Property during the Holdover Period: and
WHEREAS, prior to entering into the New Agreement, County and AT&T agree to enter
into this Letter Agreement to reimburse utility fees due by AT&T to the County: and
WHEREAS, prior to entering into the New Agreement, County and AT&T agree to enter
into this Letter Agreement to reimburse County for maintenance fees due by AT&T to the County:
and
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, County and AT&T
agree as follows:
1. One -Time Rental Fee Payment. AT&T agrees to pay County a one-time fee in the amount
of Forty -Five Thousand Seven Hundred Fifty -Four Dollars and 84/100 ($45,754.84), for
AT&T's continued use of the Property during the Holdover Period. This payment is
calculated as a rental rate of $2,400.00 per month as prorated accordingly, for the Holdover
Period of December 19, 2020, thru July 21, 2022. Payment shall be due to County within
sixty (60) days of the full execution of this Letter Agreement.
2. One -Time Utility Reimbursement Payment. AT&T agrees to reimburse County in the
amount of Sixty -Two Thousand, Seven -Hundred and Forty -Seven Dollars and 68/100
($62,747.68), for AT&T's utility use for the period of October 7th, 2015, thru July 7th,
2021, the date in which AT&T installed its new meter. Payment shall be due to County
within sixty (60) days of the full execution of this Letter Agreement. The utility fee due to
County is calculated as '/z the amount of Utility's paid per Exhibit A attached hereto.
3. One -Time Maintenance Reimbursement Payment. AT&T agrees to reimburse the
County a one-time maintenance fee in the amount of Eighteen Thousand Four Hundred
Sixty Dollars and 93/100 ($18,460.93) for County's maintenance costs associated with
AT&T's use of the Property throughout the period of May 2014, thru October 2020.
Payment shall be due to County within sixty (60) days of the full execution of this Letter
Agreement. Maintenance Fees are calculated as per Exhibit B attached hereto.
4. No Further Liability. The payments above are made in full accord and satisfaction, and
as full and final payment of any and all amounts owed by AT&T with respect to the
Agreement or in any way relating to the Agreement. Upon the issuance and acceptance of
payments to the County as stated herein, County and AT&T warrant, acknowledge and
accept that neither party has any further liability or outstanding defaults under the
Agreement, and no further action via law and equity shall arise against the other as a result
of the Agreement. The payments made hereunder shall not be construed as an admission
by AT&T of any liability, wrongdoing, civil wrong, or violation of the Agreement or any
law or ordinance.
2
5. Others Affected. This Letter Agreement shall be binding upon the parties hereto, and each
of their respective heirs, successors, agents, employees and assign, and shall inure to the
benefit of each of the parties hereto, and to each of their respective past, present and future
parent(s), subsidiary(ies), affiliate(s), heir(s), successor(s), assign(s), officers, directors,
employees, attorneys, and agents.
6. Severability. If any provision of this Letter Agreement is determined to be invalid for any
reason, then it shall be severed from this Letter Agreement, but the remainder of the Letter
Agreement shall be fully enforceable.
7. Integration. This Letter Agreement supersedes all prior or contemporaneous agreements,
negotiations, representations, understandings, and discussions between the parties and/or
their respective counsel with respect to the subject matter covered hereby.
8. Further Assurances. County and AT&T each agree to perform any further acts and to
execute any mutually agreeable documents that may be reasonably necessary to carry out
the provisions of this Letter Agreement.
9. Counterpart Execution. This Letter Agreement may be executed in counterparts, each of
which shall be deemed an original. This Letter Agreement shall be deemed complete and
fully executed upon the signing of the Letter Agreement by all of the parties hereto.
10. Governing Law. This Letter Agreement shall be construed and enforced in accordance
with the laws of the State of Florida.
(Signatures to appear on next page)
IN WITNESS WHEREOF, the parties have caused their properly authorized
representatives to execute and seal this Letter Agreement on the date and year below.
COUNTY:
Indian River County,
a political subdivision of the State of Florida
By:
Print Name: Michael C. Zito
Interim County Administrator
Title: Indian River County
Date: February 28, 2023
A, TO FORM
By
':01IN :'ati'f''s_O��I-1
AT&T:
New Cingular Wireless PCS, LLC,
a Delaware limited liability company
By: AT&T Mobility Corporation
Its: Manager
By:
Print Name: Iy1n,n G1E�_
Title:r��
Date: l 12° %
Exhibit A
Utilities
Date
Amount
10/7/2015
$2,183.83
11/5/2015
$2,235.91
12/7/2015
$2,124.91
1/8/2016
$2,321.28
2/5/2016
$1,884.82
3/7/2016
$2,078.17
4/7/2016
$2,494.99
5/6/2016
$2,350.78
6/7/2016
$2,535.35
7/8/2016
$2,797.54
8/5/2016
$2,079.68
9/8/2016
$2,386.26
10/10/2016
$2,332.00
11/7/2016
$1,950.05
12/7/2016
$2,102.25
1/9/2017
$2,248.32
2/7/2017
$1,892.96
3/7/2017
$1,712.82
4/17/2017
$1,967.39
5/16/2017
$1,772.70
6/19/2017
$1,970.02
7/21/2017
$1,868.24
8/16/2017
$2,151.82
9/18/2017
$2,297.80
10/25/2017
$1,807.95
12/18/2017
$1,948.19
12/21/2017
$1,979.36
1/16/2018
$1,813.65
2/15/2018
$1,890.92
3/13/2018
$1,904.81
4/17/2018
$2,012.59
5/16/2018
$1,917.24
6/18/2018
$2,172.88
7/17/2018
$1,921.21
8/14/2018
$2,014.47
9/27/2018
$2,324.95
10/24/2018
$1,992.03
11/14/2018
$2,250.21
12/18/2018
$2,200.78
1/8/2019
$749.41
1/25/2019
$962.43
2/7/2019
$1,317.04
3/19/2019
$1,386.20
4/12/2019
$1,331.56
5/6/2019
$1,383.19
6/11/2019
$1,511.94
7/12/2019
$1,484.03
8/7/2019
$1,523.01
9/10/2019
$1,520.99
9/30/2019
$1,437.79
11/7/2019
$1,481.19
12/10/2019
$1,372.14
1/8/2020
$1,315.76
2/6/2020
$1,260.92
3/16/2020
$1,267.94
4/6/2020
$1,318.52
5/11/2020
$897.87
6/12/2020
$1,266.18
7/9/2020
$1,345.98
8/10/2020
$1,521.96
9/16/2020
$1,474.92
9/30/2020
$1,474.92
10/3/2021
$1,314.58
11/3/2020
$1,484.71
12/2/2020
$1,386.31
1/4/2021
$1,266.42
2/2/2021
$1,344.60
3/3/2021
$1,390.94
4/2/2021
$1,589.53
5/4/2021
$1,598.79
6/2/2021
$1,658.89
Total Sum $125,495.35
1/2 Payment to
County by AT&T $62,747.68
Exhibit B
Maintenance Fees
Date
Description
Amount
5/4/2016
S. tower- maint.
$700.00
7/13/2017
S. tower- maint
$700.00
7/12/2018
S. tower- maint.
$400.00
11/2/2018
S. Tower- maint.
$700.00
9/5/2019
Trouble shoot/replace voltage regulator
$562.50
11/4/2019
S.tower- maint.
$700.00
3/5/2020
ATS switch
$10,400.00
4/6/2020
check en.&trans switch
$142.50
10/8/2020
S. Tower- maint.
$700.00
Total
$15,005.00
Ameri as
Date
Description
Invoice #
Amount
6/30/2015
Tank Rental
802377865
$139.00
4/30/2016
Fuel
802820701
$264.21
6/30/2016
Tank Rental
802905135
$144.00
10/31/2016
Fuel
803064559
$213.87
6/30/2017
Tank Rental
803397496
$144.00
9/30/2017
Fuel
803512407
$406.74
6/30/2018
Tank Rental
803864238
$149.00
6/30/2019
Tank Rental & Fuel
804302139
$486.39
8/31/2019
Fuel/storm
3096121109
$417.93
6/30/2020
Tank Rental
804710884
$159.00
7/30/2020
Tank Rental
3108731743
$159.00
7/31/2020
Fuel
804740591
$713.37
9/30/2020
Fuel
804801147
$59.42
Total $3,455.93