HomeMy WebLinkAboutAgreement_General_03/12/1990 BUSINESS LEASE
THIS BUSINESS LEASE ( "Lease "), entered into this tZ
day of M aJ-� , 1990 between VILLAGE OF TEQUESTA, FLORIDA, a
municipal corporation, ( "Lessor "), whose address is Post Office
Box 3273, 357 Tequesta Drive, Tequesta, Florida 33469 -0273, and
SOUTHEAST FLORIDA CABLE, INC., a Delaware corporation ( "Lessee ")
whose address is 2129 Congress Avenue, Riviera Beach, Florida
33404:
WITNESSETH, That the Lessor does this day lease unto
Lessee, and Lessee does hereby hire and take as tenant under this
Lease the building and real property more particularly described
on Exhibit " A " ( "Premises ") situate in the Village of Tequesta,
Florida, to be used and occupied by the Lessee for installation
of a fiber optic cable system and the location of underground
cables (or devices substituted therefore) for the transmission of
communications, electronic signals, and /or electric power or
other utilities and for the maintenance and operation of a cable
television head -end facility together with suitable structures
for the protection thereof, and any replacements thereto on' the
Premises and for the transmission of communications, electronic
signals, and /or electric power or other utilities ( "Facilities ")
and for no other purposes or uses whatsoever. This Lease shall
commence on the 1Z +1 day of MA_k_c.�, , 1990 and shall
last for a term of ninety -nine (99) years. Lessee shall have an
option to renew the Lease for an additional ninety -nine (99)
years at the termination of the Lease. Lessor agrees to lease
the said Premises for a total rental of ONE DOLLAR ($1.00) per
annum, plus sales tax and any and all taxes due by virtue of the
annual rental. The Lease shall be separate and distinct from the
Non - Exclusive Franchise granted to Lessee pursuant to the Village
of Tequesta Ordinance No. 155, or any extension or renewal
thereof, which expires October 21, 1999.
The following express stipulations and conditions are
made a part of this Lease and are hereby assented to by the
Lessee:
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1. The Lessor hereby consents to and approves the
construction and /or installation of appropriate equipment,
including, but not limited to, cables, earth stations and wiring
on the Premises by Lessee as long as all such cable and wiring
are located underground on the Premises. Further, if in the
course of Lessee's business it becomes necessary to improve or
install appropriate storage facilities, same may be approved by
Lessor, upon proper application to the Lessor. Lessee shall be
fully responsible for all costs and expenses relating to the
purchase, installation and construction of any and all equipment
or improvements connected with the business and expressly used by
Lessee on the subject Premises.
2. The Lessee shall not assign this Lease, nor sublet
the Premises, or any part thereof nor use the same, or any part
thereof, nor permit the same, or any part thereof, to be used for
any other purpose than as above stipulated, nor make any
alterations therein, and all additions thereto, without the prior
written consent of the Lessor which consent may not be
unreasonably withheld. All additions, fixtures or improvements
which may be made by Lessee, except any and all equipment
directly associated with the cable T.V. system, including without
limitation, those items listed on Exhibit "B" attached hereto and
made a part hereof, shall become the property of the Lessor and
remain upon the Premises as a part thereof, and be surrendered
with the Premises at the termination of this Lease. No
assignment, sublet, or occupancy shall be deemed a waiver of this
provision or an acceptance of the assignee, sublessee or occupant
as a lessee, nor shall the same release Lessee from the further
performance by Lessee of the covenants on the part of Lessee
herein contained. Any violation of any provision of this Lease
whether by act or omission by any assignee, sublessee, or
occupant shall be deemed a violation of such provision by Lessee,
it being the agreement that Lessee shall automatically assume and
be liable to Lessor for any and all acts and omissions of any and
all assignees, sublessees, and occupants. Lessee shall reimburse
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Lessor for all attorney's fees related to the performance of
legal services in connection with the approval of any assignment
or subletting, the amount of such reimbursement to be such
reasonable amount as may be paid by Lessor.
3. All personal property, improvements and structures
placed or moved on the Premises shall be at the risk of the
Lessee or owner thereof, and Lessor shall not be liable for any
damage to said personal property, improvements and structures, or
to the Lessee unless resulting from Lessor's gross negligence.
4. Lessee, at Lessee's sole cost and expense, shall
promptly execute and comply with all statutes, ordinances, rules,
orders, regulations and requirements of the Federal, State and
Municipal Government and of any and all their Departments and
Bureaus applicable to the Premises, during the term of this
Lease; and shall also promptly comply with and execute all rules,
orders and regulations of the Southeastern Underwriters
Association for the prevention of fires, at Lessee's own cost and
expense. Notwithstanding anything contained herein, Lessor makes
no warranty or representation as to the use to which the Premises
may be put. Lessee agrees to reimburse Lessor for any fine or
penalty which may be imposed upon Lessor by any court or other
governmental body by reason of any violation of any law,
ordinance or regulation upon the Premises. Lessee shall not
cause a disturbance, public or private nuisance, nor do or permit
anything to be done in or on the Premises, in a manner which will
in any way violate any certificate of occupancy or other
occupational licensing requirement, present or future law or
governmental regulation or zoning regulation now or hereafter
existing, affecting the Premises. Lessee has examined the
Premises and is familiar with the condition thereof, and accepts
the same in its present condition. Lessor has made no
representations or warranties to Lessee respecting the condition
of the Premises.
5. In the event the Premises shall be destroyed or so
damaged or injured by fire or other casualty during the life of
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this Lease, whereby the same shall be rendered untenantable, then
the Lessee shall have the right to render said Premises
tenantable by repairs within ninety (90) days therefrom. If said
Premises are not rendered tenantable within said time, it shall
be optional with either party hereto to cancel this Lease, and in
the event of such cancellation the rent shall be paid only to the
date of such fire or casualty. The cancellation herein mentioned
shall be evidenced in writing.
6. In the event that Lessee has violated any of the
terms of this Lease, or of said rules and regulations, now in
existence, or which may hereafter be made, Lessee shall have
thirty (30) days, upon receiving written notice of such violation
by Lessor to correct or satisfy such violation. If such
violation has not been corrected within said thirty (30) days,
Lessor, his agent or attorneys, may immediately re -enter the
Premises and depossess Lessee without further legal notice or the
institution of any legal proceedings whatsoever.
7. If the Lessee shall abandon or vacate the Premises
before the end of the term of this Lease, Lessor may, at its
option, forthwith cancel this Lease and retake possession of the
Premises.
8. In any litigation arising out of this Lease, the
prevailing party shall be entitled to 'recover reasonable
attorney's fees and costs.
9. The Lessee agrees that he will pay all charges for
rent and all utilities including, but not limited to, gas,
garbage disposal, electricity or other illumination, and for all
water and sewer used on the Premises, and should said charges at
any time remain due and unpaid for thirty (30) days after the
same shall have become due, the Lessor may, at its option,
terminate the Lease and immediately retake possession of the
Premises.
10. The Lessor, or any of his agents, shall have the
right to enter the Premises during all reasonable business hours
and in cases of emergency, to examine the same, and to make such
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repairs, additions or alterations as may be deemed necessary for
the safety, comfort, or preservation thereof, or of any building,
or to exhibit the Premises.
11. Lessee hereby accepts the Premises in the condition
they are in at the beginning of this Lease and agrees to maintain
the Premises in the same condition, order and repair as they are
at the commencement of said term, excepting only reasonable wear
and tear arising from the use thereof under this Lease, and to
make good to the Lessor immediately upon demand, any damage to
water apparatus, or electric lights or any fixture, appliances,
improvements or appurtenances of the Premises, or of any
building, caused by any act or neglect of Lessee, or of any
person or person in the employ or under the control of the
Lessee.
12. It is expressly agreed and understood by and
between the parties to this Lease, that Lessor shall not be
liable for any damage or injury, which may be sustained by Lessee
or other person or for any other damage or injury resulting from
the carelessness, negligence, or improper conduct on the part of
any other person, entity, tenant or their agents, or employees,
or by reason of the breakage, leakage, or obstruction of the
water, sewer or soil pipes, or other leakage in or about the
Premises.
13. If Lessee shall become insolvent or if bankruptcy
proceedings shall be begun by or against the Lessee, before the
end of said term, Lessor is hereby irrevocably authorized at its
option, to forthwith cancel this Lease, as for a default. Lessor
may elect to accept rent from such receiver, trustee, or other
judicial officer during the term of their occupancy in their
fiduciary capacity without effecting Lessor's rights as contained
in this Lease, but no receiver, trustee or other judicial officer
shall ever have the right, title or interest in or to the
Premises by virtue of this Lease.
14. Lessee shall not do any act or make any contract
which may create or be the foundation of any lien or other
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encumbrance upon any interest of Lessor in the Premises. If as
the result of any act, or omission or alleged act or omission of
Lessee, any mechanic's, materialmen's, laborer's, or other lien,
charge or order for the payment of money or other encumbrance
shall be filed against Lessor or any portion of the Premises,
whether or not such lien, charge, order or encumbrance is valid
or enforceable as such, Lessee shall, at its own cost and
expense, cause the same to be discharged of record or bonded
within ten (10) days after notice to Lessee of the filing
thereof. Lessee shall indemnify and save harmless Lessor from
all costs, liabilities, suits, penalties, claims and demands,
including reasonable attorney's fees, resulting therefrom. At
Lessor's option Lessee will furnish lien waivers or a bond in
form and with surety satisfactory to Lessor prior to commencing
any work in connection with making alterations or improvements to
the Premises. If Lessee fails to comply with the foregoing
provisions, Lessor shall have the option of discharging or
bonding any such lien, charge, order or encumbrance, and Lessee
agrees to reimburse Lessor for all costs, expenses and other sums
of money in connection therewith upon demand. All materialmen,
contractors, artisans, mechanics, laborers and any other persons
now or hereafter contracting with Lessee for the furnishing of
any labor, services, materials, supplies or equipment with
respect to any portion of the Premises are hereby charged with
notice that they must look exclusively to Lessee to obtain
payment for same, and Lessee agrees to so inform such persons.
It is further understood and agreed between the parties hereto
that any charges. against the Lessee for the Lessor for services
or for work done on the Premises by order of the Lessee or
otherwise accruing under this Lease shall be considered as rent
due and shall be included in any lien for rent due and unpaid.
15. This Lease shall bind the Lessor and its assigns or
successors, and the heirs, assigns, administrators, legal
representatives, executors or successors as the case may be, of
the Lessee.
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16. It is understood and agreed between the parties
hereto that time is of the essence of this Lease and this applies
to all terms and conditions contained herein.
17. The parties hereto agree to act in good faith and
to use their best efforts to reach mutually agreeable terms,
conditions, and provisions for the Lease and to continue to act
in good faith and use their best efforts in any and all future
negotiations concerning the Lease or any other matter relative to
the Premises.
18. It is understood and agreed between the parties
hereto that written notice mailed or delivered to the respective
addresses of Lessor and Lessee as set forth in the opening
paragraph shall constitute sufficient notice to comply with the
terms of this Lease.
19. The rights of the Lessor under the foregoing shall
be cumulative, and failure on the part of the Lessor to exercise
promptly any rights given hereunder shall not operate to forfeit
any of the said rights.
20. It is hereby understood and agreed that any signs
or advertising to be used in connection with the Premises leased
hereunder shall be first submitted to the Lessor for approval
before installation of same.
21. If the entire Premises shall be taken for any
public or any quasi - public use under any statute or by right of
eminent domain, or by private purchase in lieu thereof, then this
Lease shall automatically terminate as of the date that title
shall be taken and the rent shall be prorated as of that date.
Notwithstanding the foregoing, in the event the entire Premises
shall be so taken Lessor shall use reasonable efforts to provide
another location for the Facilities on other property owned by
Lessor. In the event another site for the Facilities is located
and is acceptable to both parties then the parties agree to
negotiate in good faith to enter into a new Lease. However, if
no site for the Facilities is located or agreed upon by both
parties or if the parties are unable to agree upon a new lease
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within three (3) months of the date of said condemnation then
both parties shall be released from any and all obligations with
respect to each other. If any portion of the Premises less than
the entire Premises is so taken, the monthly rental shall be
reduced ratably according to the area of the improved Premises
which is taken, and Lessee shall be entitled to no other
consideration by reasons of such taking. All compensation
awarded or paid upon such a total or partial taking of the
Premises shall belong to and be the property of Lessor without
any participation by Lessee; provided, however, that nothing
contained herein shall be construed to preclude Lessee from
prosecuting any claim directly against the condemning authority
in such condemnation proceedings for loss of business, and
depreciation to, damage to, and cost of removal of, and for the
value of, stock or trade fixtures, furniture and other personal
property, other than fixtures, and any other property which has
become a part of the Premises by virtue of this Lease; provided,
however, that no such claim shall diminish or otherwise adversely
affect Lessor's award.
22. Nothing contained in this Lease shall be construed
to create the relationship of principal and agent, partnership,
joint venture or any other relationship between the parties
hereto other than the relationship of Lessor and Lessee.
23. Lessee covenants to provide on or before the
commencement of the term of this Lease and to keep in force
during the terms of this Lease, at Lessee's own cost and expense:
comprehensive general liability insurance relating to the
Premises and its appurtenances on an occurrence basis with
minimum limits of liability in an amount no less than
$1,000,000.00 for bodily injury, personal injury or death to any
one person, $5,000,000.00 for bodily injury, personal injury or
death to more than one person, and $100,000.00 with respect to
damage to property by water, casualty or otherwise; and casualty,
fire and extended coverage, vandalism, malicious mischief and
special extended coverage insurance in an amount adequate to
cover the cost or replacement of all improvements and structures
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located on the Premises as well as the cost and replacement of
all fixtures and contents therein. Lessee agrees to deliver to
Lessor, at least fifteen (15) days prior to the time such
insurance is first required to be carried by Lessee, and
thereafter at least fifteen (15) days prior to the expiration of
any such policy, either a duplicate original or a certificate and
true copy of all policies procured by Lessee in compliance with
Lessee's obligations pursuant to this paragraph together with
evidence of payment therefor. At any time within five (5) days
of request by Lessor, Lessee agrees to provide proof satisfactory
to Lessor that insurance is in full force and effect. The
aforesaid insurance shall be issued in the name of Lessor and
Lessee, and shall be written by one or more responsible insurance
companies satisfactory to Lessor. All such insurance shall
contain provision or endorsements that such insurance may not be
cancelled or amended with respect to Lessor except upon thirty
(30) days written notice by certified mail to Lessor by the
insurance company; that Lessee shall be solely responsible for
the payment of premiums; and in the event of payment of any loss
covered by such policy Lessor shall be paid first by the
insurance company for its loss. The minimum limits of the
comprehensive general liability policy of insurance shall in no
way limit or diminish Lessee's liability under the following
paragraph.
24. Lessee shall indemnify and save Lessor harmless
from and against any and all claims, demands, suits, actions,
damages, liability and expense, including attorney's fees and
costs, for or in connection with any accident, injury or damage
whatsoever caused to any person or property arising, directly or
indirectly, out of the Lessee's tenancy hereunder, or occurring
in, on or about the Premises or any other part thereof, on the
sidewalks adjoining the same and any common areas and facilities
within or appurtenant to the Premises or arising directly or
indirectly from any act or omission of Lessee, its agents,
contractors, employees, servants, invitees, licensees, or
subtenant, acts of God or otherwise. Lessee shall within five
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(5) days thereof give notice in writing to Lessor of any fall or
other accident occurring in or around the Premises or in any
building located on the Premises, or of any defect therein or in
any fixtures or equipment thereon. The comprehensive general
liability insurance coverage maintained by Lessee pursuant to
this Lease shall specifically insure the contractual obligations
of Lessee as set forth in this paragraph.
IN WITNESS WHEREOF, the parties hereto have hereunto
executed this instrument for the purpose herein expressed, the
day and year above written.
LESSOR:
VILLAGE OF TEQUESTA, FLORIDA, a
municipal corporation
By: (SEAL)
Its:
AS TO LESSOR
LESSEE:
SOUTHEAST FLORIDA CABLE, INC.,
a Delaware corporation
i t ,. 1 ...- B y: �� SEAL
Its:
AS TO LESSEE °
PAM7Z
2/8/90
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EXHIBIT "A"
A CERTAIN PARCEL OF LAND LYING WITHIN SECTION 30, TOWNSHIP 40
SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 30, THENCE
SOUTHERLY ALONG THE WEST LINE OF SAID SECTION 30, TOWNSHIP 40
SOUTH, RANGE 43 EAST, A DISTANCE OF 719.25 FEET; THENCE 90 °20
FROM NORTH TO EAST A DISTANCE OF 208.56 FEET; THENCE 113 0 02'35"
FROM WEST TO SOUTHEAST A DISTANCE OF 8.22 FEET TO THE POINT OF
BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND. THENCE
CONTINUE ALONG THE PREVIOUS COURSE, SAID COURSE ALSO BEING
PARALLEL AND 5.00 FEET EASTERLY OF AN EXISTING ONE -STORY CBS PUMP
HOUSE BUILDING A DISTANCE OF 33.10 FEET; THENCE 90 °00'00" FROM
NORTHWEST TO SOUTHWEST, ALONG A LINE PARALLEL AND 5.00 SOUTHERLY
OF SAID EXISTING ONE -STORY CBS PUMP HOUSE BUILDING, A DISTANCE OF
94.13 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF OLD
DIXIE HIGHWAY AS LAID OUT AND NOW IN USE; THENCE 89 °41'00"
NORTHEAST TO NORTHWEST ALONG THE SAID EASTERLY RIGHT OF WAY LINE
OF OLD DIXIE HIGHWAY A DISTANCE OF 33.10 FEET; THENCE 90 0 19'00"
SOUTHEAST TO NORTHEAST ALONG A LINE PARALLEL AND 10.00 FEET
NORTHERLY OF SAID EXISTING ONE -STORY CBS PUMP HOUSE BUILDING A
DISTANCE OF 93.95 FEET TO THE POINT OF BEGINNING.
CONTAINING 3112.8 (0.07 ACRES) SQUARE FEET MORE OR LESS.
PAM7Z(14)
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EXHIBIT "B"
Equipment Quantity
Orchard Demodulators FMD 1000 50
Orchard Modulators AMM 1000 40
SA 6350 Modulator 20
Z -Tac Video Encoders 9
SA Video Scramblers 8556 10
Orchard Equipment Racks 9
Siecor Fiber Optic. Splice Center 1
Orchard RP -1301 Optical Rec 4
Olson OTC -12 Combiners 8
Onan 25 KW Standby Generator w /transfer switch 1
Emerson 18,000 BTU A/C 2
IBM Computer PC 1
Security System FBI 1215 1
ATT Wall Phone 1
NEC Stereo Monitor 1
PAM7Z(13)