HomeMy WebLinkAboutSite and Tower Sublease Agrmts - Sheriff0TESe
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Deschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of May 28, 2008
Please see directions for completing this document on the next page.
DATE: May 9, 2008
FROM: Sue Brewster DCSO Legal 385-1714
TITLE OF AGENDA ITEM:
"Consideration of Board Signature of Contract # 2008 - 246, Second Admendment to the Site Sublease
and Tower Lease Agreement at Five Mile Butte, Contract # 2008 - 247, Microwave Carrier (T-1)
Agreement, Document and Contract # 2008 - 248, Second Addendum to the Microwave Capacity
Lease".
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
2008 — 246: Provides additional support for MDT's. Currently deputies in the Sisters area
have spotty reception. Amendment allows Sheriff's Office to install antenna and power supply
on and in RCC's tower and facility at Five Mile Butte. The original Five Mile Agreement
allowed the Sheriff's Office to install equipment at RCC's facility. Under the current
agreement, the Sheriff's Office pays approximately $17,000 annually. The first 2006
amendment abated approximately $ 5,000 of the rent amount for RCC locating on the La Pine
tower.
2008 — 247: Sheriffs Office pays $ 5400 annually to use RCC's T-1 line from Mt. Bachelor to
Awbrey Butte. Thereafter, eacy year on the anniversary of the start of service date, the annual
payment shall be increased by 3 % of the monthly payment paid by the SO for the preceding
year. This agreement will allow expansion of the communication system on Mt. Bachelor to
be operable.
2008 — 248: Amends original agreement and first addendum in three ways. 1) Cleans up
language from a 10 -year old agreement to reflect current understandings. 2) Extends
RCC's right to extend agreement for four, five-year terms (until 2038). 3) Provides if the
Sheriff's Office no longer uses RCC's 8 DSCO circuits from Wampus Butte to Awbrey
Butte, RCC shall pay $ 21,600 annually with a 4 % annual increase for the use of the
courthouse site.
FISCAL IMPLICATIONS:
Contract # 2008-246 amends a contract that is already in place. SO currently pays $ 11,000 annualy
on this radio agreement. Regarding contract # 2008-247, the SO pays an annual amount of $ 5400 with
a 3 % increase each year. Regarding Contract # 2008 -248, RCC will pay the SO $ 21,600 annually
with a 4 % increase for use of the courthouse site once the Sheriffs Office no longer uses RCC's 8
DCSO circuits from Wampus Butte to Awbrey Butte.
RECOMMENDATION & ACTION REQUESTED:
Approve and sign the above listed documents.
ATTENDANCE: Sue Brewster.
DISTRIBUTION OF DOCUMENTS:
Return originals to Sue Brewster for distribution and signature by RCC Inc.
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Date:
Please complete all sections above the Official Review line.
May 7, 2008
Contact Person:
Sue Brewster
Department:
Contractor/Supplier/Consultant Name:
Sheriffs Office
Phone #:
RCC Atlantic Inc.
385-1714
Goods and/or Services: Provides additional support for MDT's. Currently deputies in
the Sisters area have spotty reception. Amendment allows Sheriffs Office to install
antenna and power supply on and in RCC's tower and facility at Five Mile Butte. The
original Five Mile Agreement allowed the Sheriffs Office to install equipment at RCC's
facility. Under the current agreement, the Sheriff's Office pays approximately $17,000
annually. The first 2006 amendment abated approximately $ 5,000 of the rent amount
for RCC locating on the La Pine tower.
Background & History: Provides additional support for MDT's in the Sisters area.
Agreement Starting Date:
When signed
Ending Date:
Annual Value or Total Payment:
remains the same
N/A
❑ Insurance Certificate Received check box)
Insurance Expiration Date:
Check all that apply:
❑ RFP, Solicitation or Bid Process
❑ Informal quotes (<$150K)
X Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
Funding Source: (Included in current budget? x Yes ❑ No
If No, has budget amendment been submitted? ❑ Yes ❑ No
Departmental Contact:
Title:
DCSO Legal
Sue Brewster
Department Director Approval:
Phone #:
385-1714
,5--- -08
gnature Date
Distribution of Document: Include complete information if document is to be mailed.
Official Review:
County Signature Required (check one):XBOCC ❑ Department Director (if <$25K)
❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No.
5/7/2008
Legal Review
Document Number: 2008 -246
Date
5/7/2008
LRE
LEGAL COUNSEL
Contract # 2008 — 246
SECOND AMENDMENT TO THE SITE SUBLEASE AND TOWER LEASE
AGREEMENT -FIVE MILE BUTTE
THIS SECOND AMENDMENT TO THE SITE SUBLEASE AND TOWER LEASE
AGREEMENT- FIVEMILE BUTTE ("Amendment #2") is by and between RCC Atlantic, Inc.,
a Minnesota corporation, successor in interest to RCC Holding, Inc. ("Landlord") and Deschutes
County Sheriff (Tenant) and is effective on the date each party has signed the amendment. This
amends that certain Five Mile Butte Site Sublease and Tower Lease Agreement ("Agreement")
entered into and between RCC Holdings, Inc. (Landlord) and Deschutes County Sheriff (Tenant),
dated September 15, 2000 and recorded in the Deschutes County Commissioner's Journal, vol.
2000, page 938 on October 4, 2000 and that certain First Amendment To The Site Sublease And
Tower Lease Agreement -Five Mile Butte ("First Amendment") entered into between RCC
Atlantic, Inc. and the Deschutes County Sheriff, dated March 29, 2006 and recorded in the
Deschutes County Commissioner's Journal, vol. 2006, page 107.
WHEREAS, the Agreement, together with all rights, title and interest of RCC Holdings,
Inc. has been assigned January 1, 2006 to RCC Atlantic, Inc., a Minnesota corporation.
Accordingly, RCC Atlantic, Inc., a Minnesota corporation, is now the Landlord under the
Agreement;
WHEREAS, Landlord and Tenant desire to amend certain provisions set forth in the
underlying Agreement;
NOW THEREFORE, for the mutual promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which the parties hereto hereby
acknowledge the parties agree to amend the Agreement as follows:
1) Allow Tenant to install on the northwest leg at the 50' Tower level one (1) RFS
BA1312-1 omni type antenna and one (1) run of1/2 LDF 4-50.
2) Allow Tenant to install one Universal Power Supply requiring a floor space area of
19" X 37"
Above said installations shall require Landlord's prior approval on the placement of the above
described equipment before installation.
All other terms and conditions of the Agreement shall remain in effect and shall not be
affected by this Amendment #2, unless specifically provided otherwise in this Amendment #2.
Page 1 Amendment#2 Five -Mile Butte lease 5/7/2008
Landlord:
DATED this day of , 2008
RCC Atlantic, Inc., a Minnesota corporation
BY:
Its:
STATE OF MINNESOTA
COUNTY OF DOUGLAS
On the day of , 2008, before me personally appeared
to me known, who being by me duly sworn, did depose and say that he is the
of RCC Atlantic, Inc., the Lessee described in and which executed the foregoing
instrument as his free act and deed and the free act and deed of said RCC Atlantic, Inc.
Before me,
Notary Public
My Commission Expires:
Tenant:
DATED this day of , 2008
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
DENNIS R. LUKE, Chair
ATTEST: Tammy (Baney) Melton, Vice Chair
Recording Secretary Michael M. Daly , Commissioner
DESCHUTES COUNTY SHERIFF
Page 2 Amendment#2 Five -Mile Butte lease 5-07-08
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Date:
Please complete all sections above the Official Review line.
May 7, 2008
Contact Person:
Sue Brewster
Department:
Contractor/Supplier/Consultant Name:
Sheriffs Office
Phone #:
RCC Atlantic Inc.
385-1714
Goods and/or Services: Amends original agreement and first addendum in three
ways. 1) Cleans up language from a 10 -year old agreement to reflect current
understandings. 2) Extends RCC's right to extend agreement for four, five-year terms
(until 2038). 3) Provides if the Sheriff's Office no longer uses RCC's 8 DSCO circuits
from Wampus Butte to Awbrey Butte, RCC shall pay $ 21,600 annually with a 4 %
annual increase for the use of the courthouse site.
Background & History: Amends original agreement. See also description above.
Agreement Starting Date:
When signed
Annual Value or Total Payment:
Ending Date:
2038
❑ Insurance Certificate Receivedcheck box)
Insurance Expiration Date: [�
Check all that apply:
Lj RFP, Solicitation or Bid Process
❑ Informal quotes (<$150K)
X Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
Funding Source: (Included in current budget? x Yes ❑ No
If No, has budget amendment been submitted? ❑ Yes ❑ No
Departmental Contact:
Title:
DCSO Legal
Sue Brewster
Department Director Approval:
Phone #:
Si n ture
385-1714
Date
Distribution of Document: Include complete information if document is to be mailed.
Official Review:
County Signature Required (check one):'BOCC ❑ Department Director (if <$25K)
El Administrator (if >$25K but <$150K; if >$150K, BOCC Order No.
5n/2oof<
Legal Review
Stc'C- Date S-1 S
Document Number: 2008 -248
5/7/2008
REVIEWED
LEGAL COUNSEL
For Recording Stamp Only
SECOND ADDENDUM TO THE MICROWAVE EXCESS CAPACITY LEASE
THIS SECOND ADDENDUM TO THE MICROWAVE EXCESS CAPACITY LEASE
dated , 2008, (`Second Addendum") amends the MICROWAVE EXCESS
CAPACITY LEASE ("Agreement") dated August 12, 1998, and recorded in the Deschutes
County Commissioner's Journal, vol. 168, page 2929 on, September 4, 1998 and amended in
Addendum to Microwave Excess Capacity Lease ("Addendum") dated August 23, 2000, and
recorded in the Deschutes County Commissioner's Journal, vol. 2000, page 936 on October 4,
2000 between RCC Atlantic, Inc. successor in interest to RCC Holdings, Inc. collectively
hereafter referred to as "Owner" and Deschutes County Sheriffs Office "User".
WHEREAS, the Agreement, together with all rights, title and interest of RCC Holdings,
Inc. has been assigned effective January 1, 2006 to RCC Atlantic, Inc., a Minnesota corporation;
and
WHEREAS, all references to "BMCT" in the original Agreement and the Addendum
shall now reference RCC Atlantic, Inc., as "OWNER"; and
WHEREAS, this Agreement is identified as a rent abatement agreement between Owner
and User specifically for the Bend Courthouse Facility located at the Deschutes County
Courthouse; and
WHEREAS, Landlord and Tenant desire to add certain provisions set forth in the
underlying Agreement;
NOW THEREFORE, for the mutual promises contained herein and for the mutual
promises contained in this Second Addendum to the Agreement, the receipt and sufficiency of
which the parties hereto hereby acknowledge the parties agree to amend the Agreement and the
Addendum to the Agreement as follows:
1) DELETING IN ITS ENTIRETY the wording under Section 4. RENT/OWNERS USE
OF USERS SITES subsection (D) of the Agreement and shall be replaced with the
following:
"Owner agrees, with the execution of this Second Addendum ("Commencement Date"),
to pay to User rent of $ 21,600.00 annually for the first year of this second addendum to
the Agreement. Rent thereafter shall be adjusted each year, and any renewal thereof, on
the anniversary of the Commencement Date by an annual percentage of four (4) percent
collectively referred hereafter as the "Rent". Rent shall be payable in advance, without
Pg 1 of 3 MICROWAVE LEASE SECOND ADDENDUM 5/07/08
Contract # 2008 — 24f,
notice or demand, on or before the first day of the month prior to the yearly anniversary of
the Commencement Date ("Due Date") at Users address indicated in Paragraph 20.
Rent shall be abated during the term of this Agreement and any extension thereof until
such time as User is no longer using the eight (8) DSO Circuits from Wampus Butte to
Awbrey Butte."
2) ADDING under Section 29 RENEWAL OPTION:
"Owner shall have the right to extend this Agreement by four (4) additional terms of five
(5) year extensions to 2038, provided Owner is not in default in the performance of any of
its obligations under this Agreement at the time of each renewal and provided that in no
event shall this Agreement extend beyond the term of the Site Lease Agreements
referenced in paragraph 3of this Second Addendum. Each Renewal Term shall commence
on the day following the last day of the preceding term of the lease. All of the terms and
conditions of this Agreement shall apply for each Renewal Term. Subject to the terms of
this section, this Agreement shall automatically renew for each successive Renewal Term
unless Owner shall notify User in writing of Owner's intention not to renew this
Agreement at least sixty (60) days prior to any Renewal Term commencement.
References herein to the term of this Agreement shall include each Renewal Term."
3) DELETING IN ITS ENTIRETY the wording under Section 3 TERM , subsection (B)
of the Agreement and replace with the following:
"This Lease is subject to the terms of the underlying leases that Owner holds ("Site Lease
Agreements")."
4) DELETING under Section 3 TERM, subsection (C) all references to "Master
BMCTs" and replace with "underlying Owner leases".
5) DELETING under Section 3 TERM, subsection (C) the reference to "BMCT, L.P."
and replace with "Owner".
6) DELETING IN ITS ENTIRETY the wording under Section 21. ASSIGNMENT of
the Agreement and shall be replaced with the following:
"User shall not assign, transfer, sublet or permit these Leased Circuits or any part thereof.
Nor shall User mortgage or otherwise encumber this Agreement, the System or other
interest owned by or held by Owner, provided, this restriction shall not apply to User's
Equipment.
7) DELETING IN ITS ENTIRETY Exhibit B to the Agreement.
8) DELETING all references to Sites 2 and 3 in page 1, of Exhibit C to the Agreement.
9) DELETING the third sentence of Paragraph 2 of the Addendum to the Agreement.
Pg 2 of 3 MICROWAVE LEASE SECOND ADDENDUM 5/07/08
10) DELETING IN ITS ENTIRETY Paragraph 3 of the Addendum to the Agreement.
All other terms and conditions of the Agreement and the Addendum to the Agreement
shall remain in effect and shall not be affected by this Second Addendum, unless specifically
provided otherwise in this Second Addendum.
OWNER:
DATED this day of , 2008.
RCC Atlantic, Inc., a Minnesota corporation
BY:
Its:
STATE OF MINNESOTA
COUNTY OF DOUGLAS
On the _ day of , 2008, before me personally appeared
to me known, who being by me duly sworn, did depose and say that he is the
of RCC Atlantic, Inc., the Lessee described in and which executed the foregoing
instrument as his free act and deed and the free act and deed of said RCC Atlantic, Inc.
Before me,
Notary Public
My Commission Expires:
USER:
DATED this day of , 2008.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
DENNIS R. LUKE, Chair
ATTEST: TAMMY (BANEY) MELTON, Vice Chair
Recording Secretary
MICHAEL M. DALY, Commissioner
DESCHUTES COUNT SHERIFF
ARR)f : A TON
Pg 3 of 3 MICROWAVE LEASE SECOND ADDENDUM 5/07/08
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Date:
Please complete all sections above the Official Review line.
May 7, 2008
Sue Brewster
Contact Person:
Department:
Contractor/Supplier/Consultant Name:
DSCO Legal
Phone #:
RCC Atlantic Inc.
385-1714
Goods and/or Services: Sheriffs Office pays $ 5400 annually to use RCC's T-1 line
from Mt. Bachelor to Awbrey Butte. Thereafter, eacy year on the anniversary of the start
of service date, the annual payment shall be increased by 3 % of the monthly payment
paid by the SO for the preceding year. This agreement will allow expansion of the
communication system on Mt. Bachelor to be operable.
Background & History: Allows for operability of expanded communication systems
on Mt. Bachelor.
Agreement Starting Date: June 1, 2008
2013 with automatic four-year renewal terms.
Annual Value or Total Payment:
Ending Date:
May 31,
❑ Insurance Certificate Received check box)
Insurance Expiration Date:
Check all that apply:
❑ RFP, Solicitation or Bid Process
❑ Informal quotes (<$150K)
Exempt from RFP, Solicitation or Bid Process (specify – see DCC §2.37)
Funding Source: (Included in current budget? ® Yes ❑ No
If No, has budget amendment been submitted? ❑ Yes ❑ No
Departmental Contact:
Title:
DCSO Legal
Sue Brewster
Department Director Approval:
Phone #:
385-1714
71(017—
J8 -06ature
Date
ate
Distribution of Document: Include complete information if document is to be mailed.
Official Review:
County Signature Required (check one):`SLBOCC ❑ Department Director (if <$25K)
5/7/200-
❑ Administrator (if >$25K but <$150K; if >$150K, BOCC Order No.
Legal Review Y Date S - 7 -
Document Number : 2008 -247
5/7/200f
PREVIEWED
LEGAL COUNSEL
Contract # 2008 — 247
RCC Atlantic, Inc.
Microwave Carrier (T-1) Agreement
THIS AGREEMENT made as of this day of , 2008 by and between RCC
Atlantic, Inc, a Minnesota corporation (hereinafter referred to as "RCC"), and Deschutes County,
a political subdivision of the State of Oregon (hereinafter referred to as "CUSTOMER"),
1. FACILITY, TERM AND CONDITIONS: RCC agrees to provide to Customer One (1) T-1
Circuit facility ("Facility"), from Mt. Bachelor's Pine Martin Facility to RCC's Awbrey Butte
Facility for the term(s) and at the rate(s) contained herein. Customer understands that the
RCC Demarc is always resident in the RCC Point of Presence (POP) and does not include
the provision of local exchange facilities unless noted in writing by an officer of RCC.
2. PERFORMANCE STANDARD WARRANTY: RCC warrants that the interexchange facility will
be 99.8% available over any one hundred eighty (180) day period, other than for reasons of
complete cable cut, system maintenance or force majeure as provided for under this
Agreement. Customer may terminate this Agreement without penalty or cancellation liability
on ten (10) days written notice in the event availability does not meet or exceed this level:
provided that if RCC shall demonstrate during the ten (10) day notice period an improvement
in availability, then this Agreement shall not terminate
3. START OF SERVICE: The term(s) of this Agreement shall begin on June 1, 2008 (hereinafter
"start of service date").
4. PAYMENT: Customer agrees to pay RCC, beginning on the Start of Service Date, within 30
days of receipt of an annual invoice during the Term, annual payments for use of the Facility
in the amount of Five Thousand Four Hundred Dollars ($5,400.00) ("Payment"). Thereafter,
each year on the anniversary of the Start of Service Date, the annual Payment shall be
increased by three percent (3%) of the monthly Payment paid by Customer for the preceding
year of the Term.
5. SUSPENSION OF FACILITY: In the event payment in full is not received from Customer by
RCC on or before the date due, RCC shall have the option to terminate Facility(s) and
services to customer.
6. ADDITIONAL CHARGES: Any applicable federal, state or local use, excise, sales or privilege
taxes, duties or similar liabilities chargeable to or against RCC because of the Facility
furnished to Customer by RCC shall be charged to and payable by the Customer in addition
to the regular charges under this Agreement. Further, should RCC contract with a local
provider for the delivery from RCC POP to Customer's facility, Customer shall be responsible
for all charges related to said establishment of delivery. Customer shall reimburse RCC
within thirty (30) days of notification by RCC of such charges. This provision shall in no way
obligate RCC to provide said installation service, but rather such contracting for
establishment of delivery to Customer shall be undertaken at the sole option of RCC.
7. SYSTEM MAINTENANCE: RCC represents that system maintenance normally will not result
in material facility interruptions. In the event that system maintenance should require the
interruption of facility(s) to a material degree, to the extent possible RCC shall so notify
Customer at lease 24 hours prior to such interruption. RCC shall immediately notify Customer
of any emergency maintenance or repair.
8. FORCE MAJEURE: Any other term or provision in this Agreement to the contrary
notwithstanding, RCC shall not be liable to Customer or any other person, firm or entity for
any failure or performance hereunder if such failure is due to any causes beyond the
Mt. Bachelor's Microwave
Backhaul Agreement 5/7/2008
1
reasonable control of RCC. Such causes shall include without limitation, acts of God, fire,
explosion, vandalism, cable cut, storm or other similar occurrence; any law, order, regulation,
direction, action or request of the United States Government or of any government (including
state and local governments or of any department, agency, commission, court bureau,
corporation or other instrumentality of any one or more said governments) or of any civil or
military authority, national emergencies, insurrections, riots, wars, strikes, lockouts or work
stoppages or other labor difficulties, or supplier failures, shortages, breaches or delays
9. GENERAL LIMITATION OF LIABILITY OF RCC: This Section shall be a general limitation of
RCC's liability under this Agreement, applying in all events and any other term or provision in
this Agreement to the contrary notwithstanding Facility Interruptions: RCC or its
representatives shall not be liable to the Customer or to any other person, firm or entity in any
respect whatsoever (including, without limitation, for damages) other than gross negligence
arising out of mistakes, accidents, errors, omissions, interruptions or defects in transmission,
or delays, including those which may be caused by regulatory or judicial authorities, occurring
in the course of furnishing the Facility. Any mistakes, accidents, omissions, interruptions,
delays, errors or defects in transmission of facility which are caused or contributed to, directly
or indirectly, by any act or omission of the Customer or its agents, representatives, invitees,
licensees, successors or assigns (hereinafter "Customers or Others") or which arise from or
are caused by the use of Customer -provided facilities or equipment, or arise from or are
caused by the use of facilities or equipment furnished by any other person using Customer's
facilities which are connected to RCC's facilities, shall not result in the imposition of any
liability whatsoever upon RCC and Customer shall pay to RCC any reasonable costs,
expenses, damages, fees or penalties incurred by RCC as a result thereof, including costs of
local exchange company labor and materials. IN THE EVENT FACILITY IS INTERRUPTED
FOR ANY REASON WHATSOEVER, RCC SHALL NOT BE LIABLE FOR ANY DAMAGES
WHATSOEVER. THAT IS TO SAY, IT SHALL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, SPECIAL, ACTUAL, PUNITIVE OR ANY OTHER
DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER,
other than gross negligence. RCC's sole obligation in the event Facility is interrupted, for
whatever reason, is to use its reasonable best efforts to repair the facility.
10. LIABILITY OF CUSTOMER: To the extent permitted by Article XI, Section 10, of the Oregon
Constitution and the Oregon Tort Claims Act, ORS 30.260 through 30.300, Customer shall
defend, save, hold harmless and indemnify RCC and its officers, employees and agents from
and against all claims, suits, actions, losses, damages, liabilities costs and expenses of any
nature resulting from or arising out of, or relating to the activities of Customer or its officers,
employees, contractors, or agents under this Contract
11. CANCELLATION: (A) Customer may cancel this Agreement with respect to any segment,
without being subject to any cancellation charge or other payment only pursuant to
Paragraph 3 above, (B) Either party shall have the right to cancel this Agreement if RCC is
prohibited from furnishing the service or if any material rate or term contained herein is
substantially changed by order of a court of competent jurisdiction, the Federal
Communications Commission or any other local, state or federal government authority; (C)
RCC shall have the right to cancel this Agreement upon at least 180 days written notice, or
as such time allowed RCC from such governmental demand, which ever is less, if RCC is
prohibited from furnishing the Facility by any governmental body; (D) RCC shall have the
right to cancel this Agreement upon at least 180 days written notice if RCC should lose its
lease with Mt. Bachelor, Inc. for RCC's use of the Mt. Bachelor, Inc.'s Pine Marten Facility;
(E) RCC shall have the right to cancel this Agreement upon at least 180 days written notice if
RCC is unable to provide the Facility due to interference it may experience relating to the
operation of its 5.8 GHz spread spectrum microwave the Facility operates on. (F) this
Agreement shall automatically terminate should RCC lose its right to operate any of its
microwave facilities that transmit and receives the Facility; (G) RCC shall have the right to
cancel this Agreement upon at least 180 days written notice if RCC should decide to
Mt. Bachelors Microwave 2
Backhaul Agreement 5/7/2008
decommission the Facility (H) Customer may cancel this Agreement with respect to any
segment, without penalty or other payment whatsoever except for payment of services
actually used, if RCC's provision of the Service along such segment does not comply with the
specifications set forth in Bell Technical Advisory #34(TA-34), Issue 3, dated Oct. 1979, for
the interruption period specified above and RCC is notified by Customer under normal trouble
reporting procedures; (I) If Customer purports to cancel this Agreement, except for reasons
stated in this item and except for a material breach by RCC of terms of the Agreement, or
RCC cancels or terminates the Service for nonpayment of Service pursuant to Item 5 of this
Agreement, then in either of these events the Customer shall immediately pay to RCC all
charges due..
12. ADDITIONAL PROVISIONS: (A) The failure of either party to give notice of default or to
enforce or insist upon compliance with any terms or conditions of the Agreement, the waiver
of any terms or conditions of the Agreement or the granting of an extension of time for
performance shall not constitute the permanent waiver of any term or condition of the
Agreement and this Agreement and each of its provisions shall remain at all times in full force
and effect until modified by the parties in writing; (B) The parties do not intend and this
Agreement shall not create any partnership or joint venture between the parties nor result in a
joint communications service offering to the customers of either RCC or the Customer; (C) In
the event suit is brought or an attorney is retained by RCC to enforce the terms of this
Agreement or to collect any monies due hereunder or to collect money damages for breach
thereof, each party shall be responsible for their own attorney's fees, court costs, costs of
investigation and other related expenses incurred in connection therewith; (D) The Facility
provided by RCC is subject to the condition that it will not be used for any unlawful purpose;
(E) No subsequent agreement between Customer and RCC concerning the Facility shall be
effective or binding unless it is made in writing by authorized representatives of the parties
hereto.; (F) This Agreement shall be binding and inure to the benefit of the parties hereto and
their respective successors or assigns provided however, that Customer shall not assign or
transfer its rights or obligations under this Agreement without the prior written consent of
RCC; (G) This Agreement shall be governed by the laws of the state of Oregon and the
Venue for any action to enforce this Agreement shall be in the same county delivered in; (H)
If any part or any provision of this Agreement or part of any provision of this Agreement or
any application thereof shall be invalid or unenforceable, the remainder of this Agreement
and any other application of such provision shall not be affected thereby; (I) Descriptive
headings in this Agreement are for convenience only and shall not affect the construction of
this agreement.
13. TERM: This Agreement shall be effective for the term of five (5) years. The Agreement shall
be renewed for additional four (4) five (5) year terms automatically unless Customer provides
a thirty (30) day written notice to cancel prior to the expiration of the then current term. The
Payment shall increase per Term as stated in Section 4.
14. NOTICE: Unless otherwise provided herein, all notices and communications concerning this
Agreement shall be made in writing and shall be deemed duly given with delivered in hand, or
U.S. mail, certified mail, return receipt requested addressed to the parties as follows:
If to RCC:
If to Customer:
RCC Atlantic, Inc.
3905 Dakota St SW
Alexandria, MN 56308
Attn: Real Estate Manager
Deschutes County Sheriffs Office
63333 W Hwy 20
Bend, OR 97701
Attn: Sheriff Larry Blanton
Mt. Bachelor's Microwave 3
Backhaul Agreement 5/7/2008
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day of
, 2008.
Dated this
ATTEST:
ACCEPTANCE
of , 2008
Customer:
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
DENNIS R. L UKE, Chair
TAMMY (BANEY) MELTON, Vice Chair
Recording Secretary MICHAEL M. DALY, Commissioner
DESCHUTES COU TY . HERIFF
LARRY BLANTON
STATE OF MINNESOTA
COUNTY OF DOUGLAS
RCC:
RCC Atlantic, Inc., a Minnesota corporation
By:
Print Name:
Print Title:
On the day of , 2008, before me personally appeared
to me known, who being by me duly sworn, did depose and say
that he is the of RCC Atlantic, Inc., the Lessee described in and which
executed the foregoing instrument as his free act and deed and the free act and deed of said
RCC Atlantic, Inc.
Before me,
Notary Public
My Commission Expires:
Mt. Bachelor's Microwave 4
Backhaul Agreement 5/7/2008