Okaloosa County BOCC — May 6, 2014 — Verizon Agreement Destin Airport — reading text

Destin Airport IBRD / 274869 IN BUILDING RADIO DISTRIBUTION AGREEMENT This Agreement (“Agreement”) is made as of , 20 | (“Effective Date”) between Okaloosa County Board of County Commissioners, whose principal place of business is 302 N. Wilson St. - Suite 302 Crestview, FL 32536 ("Licensor"), and Verizon Wireless Personal Communications LP, a Delaware limited partnership, d/b/a Verizon Wireless, whose principal place of business is One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920, ("Licensee"). 1. License. Licensor hereby licenses to Licensee certain spaces on and within Licensor's premises at 1001 Airport Road, Destin, Okaloosa County, Florida 32541 (the “Premises”) for the installation of microcell(s), rerad(s) or other similar or comparable in-building radio-distribution devices (“IBRDs”) and the installation of antennas serving such IBRDs (“IBRD Antennas”) together with a space for cables, fibers or the equivalent connecting such IBRDs and IBRD Antennas, whether through conduit or otherwise. The IBRDs and IBRD Antennas and the connecting cables, fibers or equivalent and any other related equipment installed hereunder are the “IBRD System” or the “System”. The IBRD System components and design principles are described on Exhibit A. Any microcells, cable runs or other aspects of the IBRD System installed by Licensee shall be for Licensee’s exclusive use only. Licensee may replace and augment the IBRDs, IBRD Antennas and other portions of the IBRD System with similar or comparable equipment and modify any frequencies upon which such equipment operate as needed to provide in-building coverage in keeping with the design principles in Exhibit A. 2. Construction, Installation, Maintenance & Interference. All construction, installation and maintenance shall be performed by Licensee or its contractors in a safe manner consistent with current wireless industry engineering and construction standards and practices, and in accordance with Licensor’s construction and contractors’ rules (which are attached as Exhibit B), lien-free. Licensee, with Licensor’s cooperation as or if needed, shall obtain all required governmental and quasi-governmental permits, licenses, approvals, and authorizations. Licensee agrees to only install radio equipment of the type and frequency that will not cause measurable interference to the equipment of Licensor or other tenants of the Premises existing as of the date this Agreement. Should Licensee’s equipment cause measurable interference, and provided Licensor gives written notice, Licensee will take all steps necessary to correct and eliminate the interference. Licensor agrees that it and/or any other tenant of the Premises (current or future) will install only such radio equipment that is of the type and frequency that will not cause measurable interference to the existing equipment of the Licensee. Should Licensor’s or another tenants’ equipment cause measurable interference with Licensee, and provided Licensee gives written notice to Licensor of it, Licensor will take all steps necessary to correct and eliminate the interference, including causing other tenants of the Premises causing such © NO yy interference to correct and eliminate the interference. The parties acknowledge that there will not be an adequate remedy at law for non-compliance with the provisions of this paragraph and therefore, either party shall have the right to specifically enforce the provisions of this paragraph in a court of competent jurisdiction. 3. Power. Licensor will supply electrical power in quality, quantity, and levels currently available at the Premises, and customary for the operation of similar IBRD Systems, at Licensor’s cost. Notwithstanding the foregoing, no interruption or discontinuance of such electrical power will render Licensor liable to Licensee for damages or relieve Licensee of any of its obligations hereunder, except as such results from the acts or omissions of the Licensor. A. Ownership & Control. The IBRD System is personal property of the Licensee and the Licensee at all times owns and controls the IBRD System. Licensor and Licensee agree, and Licensor shall so inform, any purchaser or mortgagee of the Premises, of this Agreement and that all equipment forming a part of the IBRD System, including, without limitation, all IBRDs, IBRD Antennas and cables, wires or equivalent connecting the same installed by or on behalf of Licensee shail be and remain the property of Licensee under all circumstances, under Licensee's exclusive control, free and clear of any liens or encumbrances other than those permitted by Licensee, and shall be deemed to be and remain personal property and not part of the real estate on which the same are located. Without limitation on any other rights of Licensee, such equipment may be removed by Licensee upon expiration or cancellation of the term of this Agreement, as the same may be from time to time extended or renewed, or upon earlier termination, for whatever reason and Licensee shall have 90 days after such expiration or termination to accomplish such removal. Licensee shall restore any areas of Licensor’s premises damaged by such removal, except normal wear and tear. 5. Consideration. In consideration for the rights granted herein, Licensor’s premises will receive the benefits of enhanced wireless communications arising from operation of the IBRD System. The design, construction, equipment, installation and maintenance of the IBRD System shall be at Licensee’s sole cost. 6. Access. Licensor agrees to provide Licensee, its employees and/or agents access to the Premises twenty-four hours a day, seven days a week for the purpose of design, construction, installation, upgrading, maintenance and repair of the IBRD System, and testing of the radio frequency coverage of the area. 7. Term: Default: Termination. The term of this Agreement shall be five years with four automatic 5-year renewal terms, unless the Licensee terminates it at the end of the then current term by giving the Licensor written notice of intent to terminate at least six (6) months prior to the end of the then current term. The Agreement will commence on the first day of the month following full execution. Notwithstanding anything to the contrary contained herein, Licensee shall have the right to terminate this Agreement at any time without cause provided that thirty (30) days prior notice is given the Licensor. In the event Licensee defaults in the performance of any of its covenants or obligations hereunder and such default continues for a period of sixty (60) days after written notice thereof from Licensor (unless the nature of the event takes longer to cure and Licensee commences a cure within the time period and diligently pursue it), Licensor may thereafter terminate this Agreement by written notice to Licensee. Upon any such termination, Licensee shall remove the IBRD System and repair or restore any damage to Licensor’s premises resulting therefrom, normal wear and tear excepted. This Agreement may only be terminated in accordance with its terms. 8. Indemnification, Insurance, Waiver of Consequential Damages. Licensor and Licensee each agree that at its own cost and expense, each will maintain commercial general liability insurance with limits not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. Licensor and Licensee each agree that it will include the other Party as an additional insured. Licensor agrees that Licensee may self insure. The foregoing notwithstanding, whether the cause of any damage, loss or liability is insurable, insured or not insured, foreseen or unforeseen, in no event shall either party be responsible or liable to the other party for anticipatory profits or any indirect, special, incidental or consequential damages of any kind or nature arising directly or indirectly in connection with the construction, use or operation of the Premises or the exercise of any rights related thereto, whether based on an action or claim in contract or tort, including negligence, strict liability or otherwise. 9. Quiet Enjoyment. Licensor covenants that Licensee, upon performing all the covenants shall peaceably and quietly have, hold and enjoy the Premises and Licensor further covenants that Licensor is seized of good and sufficient title and interest to the Premises and has full authority to enter into this Agreement. Licensor represents, warrants and covenants that if Licensor possesses the Premises pursuant to a lease, it is not in default under its lease with the owner of the Premises, the term of such lease extends to the Term of this Agreement with any and all renewal terms, and no approvals from the owner of the Premises is required for this Agreement to be implemented in its entirety. 10. Assignment. This Agreement may be assigned by either party to its principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of its assets in the applicable Federal Communications Commission license area by reason of a merger, acquisition or other business reorganization without the consent of the other party. As to other parties, any sale, assignment or transfer by either party must be with the written consent of the other party, such consent not to be unreasonably withheld. 11. Notices & Contacts. All notices hereunder must be in writing and shall be sent certified mail, return receipt requested, to the Licensor's address set forth in the first paragraph of this Agreement for Licensor and to Verizon Wireless Personal Communications LP d/b/a Verizon Wireless, 180 Washington Valley Road, Bedminster, New Jersey 07921 Attention: Network Real Estate for Licensee. 12. Title and Environmental Representations and Warranties Except as disclosed to and acknowledged in writing by Licensee, Licensor represents and warrants that (i) no lead paint, asbestos or other hazardous substance as defined by any applicable state, federal or local law or regulation, is present at any Premises; and (ii) Licensor owns or leases the Premises or otherwise has the right to grant the license and has obtained all required consents or approvals from any landlord, mortgagee or other person or entity (“Party In Interest”) having an interest therein. At its sole discretion, Licensee may cease installation or operation of in-building equipment, until such times as Licensor corrects any condition that would be a breach of the above representations and warranties. 13. Miscellaneous. This Agreement contains all agreements, promises and understandings between the Licensor and the Licensee regarding this transaction, and no oral agreement, promises or understandings shall be binding upon either the Licensor or the Licensee in any dispute, controversy or proceeding. This Agreement may not be amended or varied except in a writing signed by all parties. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto. The failure of either party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not waive such rights and such party shall have the right to enforce such rights at any time. This Agreement and the performance thereof shall be governed interpreted, construed and regulated by the laws of the state in which the Premises is located without reference to its choice of law rules. Signatures to Follow IN WITNESS WHEREOF, the parties hereto have set their hands, intending to be bound, as of the Effective Date. Okaloosa County Board of County Commissioners LICENSOR Attest: Name: Gary J. Stanford Title: Deputy Clerk of Circuit Court, Okaloosa County, Florida By: Name: Charles K. Windes, Jr. Title: Chairman Date: WITNESS Verizon Wireless Personal