HomeMy WebLinkAbout1995-334V
I
ASE AGREEMENT r,
This Agreement made this �' day of/('r�IO// , 197?
between the COUNTY OF INDIAN RIVER, a political subdivision of the
State of Florida, whose address is 1840 25th Street, Vero Beach,
Florida, 32960, hereinafter designated COUNTY, and TALCOM, INC., a O
Florida Partnership with offices at 1920 Corporate Drive, Boynton to
Beach, FL 33426, hereinafter -designated as TENANT. N
RECITALS: p�
Cn
COUNTY is the owner of certain real property located in Indian �D
River County, State of Florida, and TENANT desires to lease a
portion of said real property, together with a fifteen foot (151)
wide right of way for access thereto (said leased parcel and right
of way her@inafl@r called "Property"), The Property is more
specifically described on Exhibit "A" attached hereto and made a
part hereof.
NOW, THEREFORE, in consideration of the mutual covenants set to
forth in this Agreement, COUNTY hereby grants to TENANT the right
to lease said Property, including a right 'of way, for access x
thereto, for the term and in accordance with the covenants and
conditions set forth herein.
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1. Leased Premises: COUNTY hereby leases to TENANT and =t
TENANT leases from COUNTY the Property, together with the
nonexclusive right for ingress and egress, seven (7) days a week, r'
twenty-four (24) hours a day, on foot or motor vehicle, including ca
trucks, and for the installation and maintenance of utility wires,
cables, conduits and pipes over, under or along a fifteen foot
(15') wide right of way extending from the nearest public right of
way to the Property.
2. Term: This Agreement shall be for an initial term of
five (5) years commencing upon COUNTY's receipt of written
notification by TENANT advising COUNTY that TENANT has received all
approvals, permits, consents or orders necessary to use the
Property by TENANT as contemplated herein. TENANT shall have the
right to extend this Lease for four additional five (5) year terms
and such extension(s) shall automatically occur unless TENANT
provides COUNTY with written notice of its intent not to extend o
this Agreement, no later than six (6) months prior to the �D
termination of the then current term. If, at the end of the fourth
five (5) year extension term, this Agreement has not been Co
terminated by either party pursuant to the terms of this Agreement,
this Agreement shall continue in force upon the same covenants,
terms and conditions set forth in this Agreement, for an additional
term of one (1) year and for annual terms thereafter until
terminated by either party upon giving the other party written 03N
notice of its intent to terminate at least six months prior to the v
end of such term.
COUNTY ATTORNEY'S OFFICE
INDIAN RIVER COUNTY
I840 1•F}!i S'reat
Vero Beach, Florida 32960
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3. Consideration: The parties acknowledge and agree that as
consideration for COUNTY granting to TENANT the rights set forth in
this Agreement, the parties agree as follows:
a. As a one-time lump sum rental fee, TENANT, at its
expense, shall arrange for the construction of a 214' free standing
telecommunication tower to be located on or about the Property
("Tower") and to arrange for the construction of a free standing
1,000 square foot equipment shelter, in which each party may house
its telecommunication equipment ("Equipment Building").
b. As consideration for TENANT making such lump sum
rental fee payment and for arranging for the construction of the
Tower and Equipment Building, and in addition to the rights granted
heroin to TENANT, COUNTY shall pay to TENANT aA 4 contribution to
the construction costs of the Tower and Equipment Building, a lump
sum payment in the amount of $30,000 payable within thirty (30)
days of final approval and permits for construction.
4. Use of the Property and Additional Facilities:
a. TENANT shall have the right to use the Property for
the purpose of constructing, operating, maintaining and occupying
the Tower and the Equipment Building as deemed necessary by TENANT
in the operation and maintenance of its business, which shall
include, but not be limited to, the transmission and reception of
radio communication signals in any and all frequencies. TENANT
shall have the right to place on or about the Tower any and all
telecommunications equipment and attendant facilities deemed
necessary by TENANT in the operation and conduct of its business.
The parties acknowledge and agree that TENANT is designing and
constructing the Tower in order for the Tower to accommodate and to
have the structural and design capacity necessary to support
additional facilities TENANT may desire to place on the Tower
during the term of this Agreement, as more particularly described
in Exhibit "D" attached hereto.
b. In addition to TENANT's facilities located on or
about the Tower, COUNTY shall have the exclusive right to locate on
the top 30 feet and the non-exclusive right to locate on the Tower
certain antennas and cables to be used for public service o
communication purposes by COUNTY, the location and description of
which are more particularly identified in Exhibit "C" attached C
hereto. pp
TENANT covenants that the Tower will be designed to %a
accommodate the facilities Identified in Exhibit "C"* prior to cm
finalizing the tower design, COUNTY will be given the opportunity
OWES
to review the Tower design to determine that it meets the design N
and structural standards necessary to accommodate the facilities Co
identified in Exhibit "C".
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COUNTY must provide 30 -day written notice to TENANT before it
may modify, alter or change the facilities identified in Exhibit
"C" and/or prior to placing, modifying, altering or ,changing any
additional facilities other than that which is described in Exhibit
"C" on or about the Tower; COUNTY'S notice must describe the
proposed modifications, alterations, changes and facilities. Prior
to making any modification, alteration, change or addition to the
facilities described in Exhibit "C", COUNTY must have performed and
delivered to TENANT a structural analysis of the Tower. The
structural analysis must consider TENANT'S future facilities
identified on Exhibit "D" and COUNTY's proposed modifications,
alternations, changes and additions. The purpose of the structural
analysis is to allow TENANT to determine whether such modification,
alteration, change or additional facility or facilities will affect
the structural integrity of the Tower or affect TENANT'S ability to
place additional faeilitiee on the Tower& if TENANT determines
that such additional facilities or such modifications, alterations
or changes would affect the structural integrity of the Tower or
affect TENANT'S future use of and placement of additional
facilities on the Tower, COUNTY shall take whatever action
necessary, in cooperation with TENANT, to eliminate such effects.
In no event may COUNTY's modification, alteration, change or
addition to the facilities identified in Exhibit "C" interfere with
or affect TENANT'S ability or desire to construct additional
facilities on the Tower to accommodate TENANT'S increased customer
demands and/or technological requirements. COUNTY shall be
responsible for all costs associated with preparing such an
analysis and the costs, if any, of making any changes,
modifications or alterations to the Tower necessary to accommodate
COUNTY'S proposed modification, alteration, change or addition to
its facilities.
Any and all facilities placed on or any modifications to such
facilities located on or about the Tower by COUNTY shall be
purchased, installed and maintained by such party, at its expense.
The installation, repair, alteration and/or maintenance of COUNTY's
equipment shall be performed only by contractors or subcontractors
who are qualified to perform such work in a manner consistent with
TENANT's construction and maintenance standards. COUNTY must
arrange for its contractor or subcontractor to include TENANT as an
additional insured under their Comprehensive General Liability
Policy in an aggregate amount of five million dollars. Prior to
commencing such construction related activity, COUNTY must provide
TENANT with a Certificate of Insurance evidencing such coverage and
including TENANT no an additional insured,
c. TENANT shall have the right to occupy certain floor space
within the Equipment Building and shall have the right to place
within such area, telecommunications equipment and attendant
facilities necessary to the operation and maintenance of TENANT's
business. COUNTY shall have the right to occupy up to 700 square
feet of floor space located in the Equipment Building for the
purpose of housing its telecommunication facilities.
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TENANT: Talcom, Inc.
1829 Corporate Drive
Boynton Beach, FL 33426
Attn: James E. Randall
m
Legal Department
250 Australian Avenue
9th Floor
West Palm Beach, FL 33401
Attn: William Higgins, Esquire
e. This Agreement shall extend toandbind the heirs,
personal representatives, successors and assigns of the parties
hereto.
f, COUNTY and TENANT agree that this Agreement will be
forwarded for recording or filing in the appropriate office of the
County of Indian River, and COUNTY and TENANT agree tb take such
actions as may be necessary to permit such recording or filing.
TENANT, at TENANT's option and expense, may obtain title insurance
on the space leased herein. COUNTY shall cooperate with'TENANT's
efforts to obtain such title insurance by executing documents or,
at COUNTY's expense, obtaining requested documentation as required
by the title insurance company. If title is found to be, defective,
COUNTY shall use diligent effort to cure the defects in+title.
g. COUNTY hereby waives any and all lien rights it may
have, statutory or otherwise, concerning any of TENANT's property
or improvements or any portion thereof (except for the Tower and
Equipment Building), which shall be deemed personal property for
the purposes of this Agreement, regardless of whether or not same
is deemed real or personal property under applicable laws, and
COUNTY gives TENANT the right to remove all or any portion of same
from time to time in TENANT's sole discretion without COUNTY's
consent.
h. COUNTY represents and warrants to TENANT that
hazardous substances have not been generated, stored or disposed of
on or about the Property, nor have the same been transported to or
over the Property. "Hazardous substance" shall be interpreted C
broadly to mean any substance or material defined or designated as ap
hazardous or toxic waste, hazardous or toxic material, hazardous or %0
toxic or radioactive substance or other similar term by any �
federal, state or local environmental law, regulation or rule ..�.
presently in offoat or promulgated In the future, as ouch laws
regulations or rule@ may be amended from time to timet and It oha1i
be interpreted to include but not be limited to any substance Ul
which, after release into the environment, will and may reasonably
be anticipated to cause sickness, death, or disease. COUNTY will
hold TENANT harmless from and indemnify TENANT against and from any
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damage, loss, expense, attorney's fee or
any breach of this representation and
allowed by laws
liability resulting from
warranty, to the extent
1• In connection with any litigation
&r is n TENANT,
out
of
this s Agreement, the prevailing party,
shall be entitled to recover all reasonable costs incurred
including reasonable attorney's fees for services rendered in
connection with any enforcement of breach fcontrsact, including
appellate proceedings and post judgment proceeding.
j, In accordance with Florida law, the following
statement is hereby made:
RADON GAS: Radon is a natural occurring radioactive gas
that, when it has accumulated in a building in sufficient
ersons who are
quantities, may present health risks to p
Levels of radon that exceed
exposed to it over time.
federal and state guidelines have been found in buildings
in Florida. Additional information regarding don and
radon testing may be obtained from your
lic
health unit.
k, The parties will execute two originals and COUNTY
and TENANT shall each retain an original.
1. TENANT covenants that it will not encumber nor
create or grant a security interest in the Tower or Equipment
Building.
item10 COUNTY a9and services ed TENT as listed onll be Exhib t responsible attachedr providing the
IN WI
of f ixed:'t.
JEFF'
CkER
De9L
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P, the parties hereto have set their hands and
ive seals.
INDIAN RIVER COUNTY, FLORIDA
BOARD OF s,0'QNTY Ca ! ttfl , SSIONER&S
APPROVED AS TO FORM
BY�County Attorney
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EXHIBIT
Specific Parry Resaonsibilities
gESPONSIBILITIES OF TALCOM,_INC*1
1. TALCOM, INC. will provide lightning protection in the form of
a buried halo system around the structure.
2. TALCOM, INC. will provide a 23 -kilowatt generator with
automatic switch, fueled with propane gas, if available. If
the above -referenced generator is not available with propane
fuel capability, a diesel fuel generator or equivalent will be
substituted.
3. TALCOM, INC. will provide air conditioning for both sides of
shelter per site plan specifications.
4. TALCOM, INC. will provide distribution panels and electrical
lighting to both sides of site.
5. TALCOM, INC. understands and agrees to proportionately share
the ongoing electrical costs at the site.
6. TALCOM, INC. will provide a two-inch conduit for fiber optic
cable for the use of both parties.
7. TALCOM, INC. will provide an eight -foot fence with three
strands of barbed wire on an angle brace around the structure
and tower.
8. TALCOM, INC. will provide cable bridge from shelter to tower $;.
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for both parties. co
8P0NSiBILiTi6e 0! INDIAN RIVER COUNTY f"COUNTY"1
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I. COUNTY will provide a total of three 2 -inch copper grounding"{
fes:'
wells, one at each leg of the tower. -'
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