Okaloosa County BOCC — August 5, 2014 — Verizon Wireless DTS Agreement

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 4AWV100, 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 reiated 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 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. 4. 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 shall 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 Licensor or Licensee terminates it at the end of the then current term by giving the other Party 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. In the event Licensor or Licensee defaults in the performance of any of its covenants or obligations hereunder and such default continues for a period of thirty (30) days after written notice thereof from the non-defaulting Party (unless the nature of the event takes longer to cure and the defaulting Party commences a cure within the time period and diligently pursue it), the non-defaulting Party may thereafter terminate this Agreement by written notice to the defaulting Party. 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 Communications LP d/b/a Verizon Wireless _ im . LICENSEE WeEES SS Name: h771 . Woy ses Kn Ubud» Name: Lim rid By. (KA—-—f Name: Aparna Khurjékar Title: Area Vice President Network Date: La. Wo .l<t Exhibit A IBRD System components/design principles One (1) repeater to be installed in a closet in the “Regal building”; one (1) repeater to be installed in a closet in the “Destin Jet building” Exhibit B Licensor’s construction and contractors’ rules (N/A) Penal CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: \ OFF pp Tracking Number: Grant Funded: YES No ee) lay Op Contractor/Lessee Name: Yi Le4@y, (0 CMs 7 7 “] at —— Purpose [e2iaeo ey Co Nee i [ Gy | 3 ol iG Date/Term: | Amount: i \ Dp Department: Af . 4 Dept. Monitor Name T\acsce = | i) dey LEAL Document has been reviewed and includes any attachments or exhibits: 1. L] GREATER THAN $50,000 2. L] GREATER THAN $25,000 3. LI $25,000 OR LESS SID Purchasing Review Procurement requireme fo sy i a — a Stare met: ° wo te Nee ihe? ; HA Jirector of Designee “Dec rye. K b Ate Date: e ~ 1G ” IF a Pirchasing’ Risk Management Review Approved as wrj 1p _ / - “snakager oc designe “9 V7, | Risk Manager or designee (wee so AC Kes / Date: Cfeo{i4 / County Attorney Review Approved as writteno™ Gage Ud) Date: b Ce S~ | Yf nevi me gpnty attorneyi( (eo o/TX lo lord Following Okaloosa County approval: Contracts & Grants Document has been received: Contracts & Grants Manager Date: L Joa\i4 AC oO Fe ~~ DATE(MM/DD/YYYY) cm CERTIFICATE OF LIABILITY INSURANCE osve7r2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to L the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the = certificate holder in lieu of such endorsement(s). = PRODUCER SONTACT 3 Aon Risk Services Northeast, Inc. PHONE FAX - Morristown NJ office ine No. Ext), (866) 283-7122 FAX oj; (800) 363-0105 g 44 whippany Road, Suite 220 E-MAIL oO Morristown NJ 07960 USA ADDRESS: + INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: National Union Fire Ins Co of Pittsburgh |19445 Cellco Partnership dba Verizon Wireless INSURER B: New Hampshire Ins Co 23841 280 washington valley Road INSURER C: Illinois National Insurance Co 23817 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570054351591 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUGH POLIGIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE apy Suan POLICY NUMBER CTO) | camino) LIMITS A | x | COMMERCIAL GENERAL LIABILITY GL7266932 867507 2014106730 2015] EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED | CLAIMS-MADE OCCUR PREMISES (Ea oveurronce) $1,000,000 MED EXP (Any one person) || PERSONAL & ADV INJURY $1,000,000] 5 To) GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 D X | POLICY [ies Loc PRODUCTS - COMP/OP AGG $2,000,000 i OTHER: 8 A | AUTOMOBILE LIABILITY CA 350-06-58 06/30/2014]06/30/2015| COMBINED SINGLE LIMIT $1,000,000 o AOS Ea accident) , , . A [x | any auto CA 350-06-59 06/30/2014] 06/30/2015 | SODILY INJURY ( Per person) s /—7 ALL OWNED SCHEDULED MA BODILY INJURY (Per accident) o A |_| AUTOS AUTOS CA 350-06-60 06/30/2014] 06/30/2015 | pRopERTY DAMAGE 8 |__| HIRED AUTOS NONCOWNED VA {Per accident) i E o UMBRELLA LIAB OCCUR EACH OCCURRENCE Oo | | EXCESS LIAB [| CLAIMS-MADE AGGREGATE bED| [RETENTION B | WORKERS COMPENSATION AND wc026035004 06/30/2014/06/30/2015] y | PER | [OTH EMPLOYERS' LIABILITY YIN work Comp - AOS STATUTE ER B ANY PROPRIETOR / PARTNER / EXECUTIVE NIA wc026035006 06/30/2014|06/30/2015 E.L. EACH ACCIDENT $1,000,000 (Mandatory in NH) IL KY NC NH VT EL. DISEASE-EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 RE: VZW Site: Destin Airport Das, Location Code: DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) sti 274869, Site Address: ts included as Additional Insured with respect to the General Liability policy under required by written contract. 1001 Airport Rd., Destin, FL 32541. Okaloosa County CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Okaloosa County 602-cC North Pearl Street Crestview FL 32536 USA AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CEE Pas ERE a lal AGENCY CUSTOMER ID: 570000035381 —— © LOC #: ACCORD co ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Aon Risk Services Northeast, Inc. Cellco Partnership dba verizon wireless POLICY NUMBER See Certificate Number: 570054351591 CARRIER NAIC CODE See Certificate Number: 570054351591 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES Ifa policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR ADDLI sus POLICY POLICY LTR TYPE OF INSURANCE yep WD POLICY NUMBER cana ON LIMITS (MM/DD/YYYY) | (MM/DD/YYYY) WORKERS COMPENSATION B N/A wC026035007 06/30/2014 | 06/30/2015 AK AZ GA VA B N/A wc026035008 06/30/2014 | 06/30/2015 NJ PA C N/A wc02 6035009 06/30/2014 | 06/30/2015 FL B N/A wc026035011 06/30/2014 | 06/30/2015 MN - B N/A wc026035012 06/30/2014 | 06/30/2015 MA,ND,OH,WA,WI,WY A N/A WwC026035005 06/30/2014 | 06/30/2015 CA B N/A wc026035010 06/30/2014 | 06/30/2015 ME ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD