Okaloosa County BOCC — September 16, 2014 — Verizon Wireless NWFRA Agreement with Certificate of Insurance and Internal Coordination — reading text

REQUIRED INSURANCE: VERIZON WIRELESS agrees, at its expense, that during the entire term or any extension of this Agreement must obtain and keep in force commercial general liability insurance written on an occurrence basis insuring operations hazard, independent contractor hazard, contractual liability, and products and completed operations liability, in limits not less than ONE MILLION ($1,000,000.00) dollars combined single limit (CSL) for each occurrence for bodily injury, personal injury and property damage liability. The COUNTY reserves the right to increase the liability requirements as circumstances may warrant. VERIZON WIRELESS shall secure and maintain during the life of this agreement Worker’s Active 21249007v3 058037.000000 Compensation insurance for all of VERIZON WIRELESS’s employees whether supervision, administration, or management. VERIZON WIRELESS shall require all subcontractor’s top provide all employees Worker’s Compensation insurance also. Such insurance shall comply with the Florida Worker’s Compensation Law. COUNTY shall be listed as an additional insured on the general liability policy. WERIZON WIRELESS must provide COUNTY a certificate of insurance evidencing the required coverage to COUNTY annually. 17, HOLD HARMLESS/LIMITATION OF LIABILITY: To the fullest extent permitted by law, VERIZON WIRELESS shall indemnify hold harmless COUNTY, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of VERIZON WIRELESS and other persons employed or utilized by VERIZON WIRELESS in the performance of this Agreement. Except for indemnification pursuant to this Section 17, neither party shall be liable to the other, or any of their respective agents, representatives or employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 18. SUBORDINATION: This Agreement is and shall be subject and subordinate to all mortgages and deeds of trust that may now or hereafter affect the Property and to all renewals, modifications, consolidations, replacements, and extensions thereof; provided, however, as a condition precedent to any such subordination to mortgages and deeds of trust dated after Commencement Date, the party secured by such instrument shall covenant for itself and any purchaser at foreclosure not to disturb VERIZON WIRELESS’s quiet enjoyment by execution of a nondisturbance agreement with VERIZON WIRELESS in a form reasonably acceptable to VERIZON WIRELESS. 19, INTERFERENCE: VERIZON WIRELESS shall not cause unreasonable interference of any kind to the operations of the other tenants or users of the Property existing on the Commencement Date. If VERIZON WIRELESS is notified that its operations are causing unreasonable interference to pre-existing tenants or users, VERIZON WIRELESS shall immediately undertake all necessary steps to determine the cause of and eliminate such interference. If the interference continues for a period in excess of forty-eight (48) hours following notification, COUNTY shall have the right to cause VERIZON WIRELESS to cease operating its offending equipment. If VERIZON WIRELESS is required to discontinue its operation for a period of thirty (30) days, and provided VERIZON WIRELESS has pursued reasonable cures and is unable to eliminate the interference, then VERIZON WIRELESS shall have the right to terminate the Agreement. If the operations of any equipment installed or modified after the Commencement Date cause objectionable interference to VERIZON WIRELESS’s operation, then COUNTY must take all reasonable steps necessary to correct and eliminate the interference within forty-eight (48) hours following notification. If the interference cannot be eliminated within a reasonable length of time, not to exceed forty-eight (48) hours after notice of the interference, COUNTY will cause the interference to cease, except for brief tests necessary for the elimination of the interference. If the COUNTY fails to have the Active 21249007v3 058037,000000 interference corrected and eliminated within thirty (30) days of receipt of such notice, VERIZON WIRELESS has the right, in addition to any other rights, to terminate this Agreement. 20. ALTERATION TO LEASED PREMISES, PROPERTY: VERIZON WIRELESS may make any improvements or alterations to the Leased Premises or Property necessary for the use of Equipment upon prior review and approval by COUNTY. 21. LIENS: VERIZON WIRELESS shall be responsible for the satisfaction or payment of any liens of any provider of any work, labor, material, or services claiming by, through or under VERIZON WIRELESS. VERIZON WIRELESS must discharge the lien or provide a bond for the lien within thirty (30) days after VERIZON WIRELESS receives written notice of the lien. 22. SURRENDER OF PREMISES; HOLDING OVER: Within ninety (90) days of the termination or expiration of this Agreement, VERIZON WIRELESS shall remove the Equipment from the Property at its expense, and repair all damage caused by such removal and repair and restore the Leased Premises to their original condition, ordinary wear and tear and casualty excepted. If VERIZON WIRELESS continues to hold the Leased Premises after the termination of this Agreement, whether the termination occurs by lapse of time or otherwise, such holding over will, unless otherwise agreed to by COUNTY in writing, constitute and be construed as a month-to-month tenancy rent equal to 125% of the then current monthly rent and subject to all of the other terms set forth in this Agreement. COUNTY and VERIZON WIRELESS shall each have the right during such month-to-month term to terminate the Agreement without cause upon thirty (30) days notice to the other party. COUNTY hereby waives any statutory or landlord’s lien that may otherwise attach to VERIZON WIRELESS’ Equipment. The foregoing provisions of this Section 22 shall survive the termination or expiration of this Agreement. 23, EVENTS OF DEFAULT: The occurrence of any one or more of the following events constitutes an “event of default” under this Agreement: a. If VERIZON WIRELESS fails to pay any rent within ten (10) calendar days after written notice of non-payment from COUNTY. b. If either party fails to perform or observe any other term of this Agreement and such failure continues for more than thirty (30) days after receipt of written notice from the non-defaulting party; except such thirty (30) day cure period will be extended as reasonably necessary to permit the defaulting party to complete cure so long as the defaulting party commences cure within such thirty (30) day cure period and thereafter continuously and diligently pursues and completes such cure. c, If interference occurs as described in Section 19 and the termination occurs pursuant to the terms of Section 19. d. Breach of any representation or warranty set forth in this Agreement which is not cured as set forth in Section 23(b). Active 21249007v3 058037.000000 24, COUNTY’s REMEDIES: If an event of default by VERIZON WIRELESS occurs which is not cured during any applicable cure period, COUNTY may terminate this Agreement, in which event VERIZON WIRELESS will immediately surrender the Leased Premises to COUNTY. 25, VERIZON WIRELESS’s REMEDIES: If an event of default by COUNTY occurs which is not cured during any applicable cure period, VERIZON WIRELESS may terminate this Agreement. VERIZON WIRELESS shall also have the right, but not the duty, to perform any of COUNTY’s obligations under this Agreement. VERIZON WIRELESS may send an invoice for the cost of performing COUNTY’s obligations to VERIZON WIRELESS, and if COUNTY does not pay the invoice within ten (10) days after receipt, VERIZON WIRELESS shall be entitled to a credit against the rent in an amount equal to VERIZON WIRELESS’s cost of performing COUNTY’s obligations. 26. REMEDIES CUMULATIVE: The remedies provided herein are cumulative and shall not preclude the assertion by a party of any other rights or the seeking of any other remedies. 27. ENVIRONMENTAL: COUNTY represents and warrants to VERIZON WIRELESS that to the best of COUNTY’s knowledge there are no hazardous wastes and/or substances on the Property. VERIZON WIRELESS will operate its Equipment in a manner consistent with all laws regulating hazardous waste and/or substances and will not generate, store or release any hazardous wastes and/or substances on the Leased Premises or the Property. County will operate the Property in a manner consistent with all laws regulating hazardous wastes and/or substances and will not generate, store or release hazardous wastes and/or substances on the Leased Premises or the Property. For the purposes of this Agreement, hazardous wastes/substances shall not include the use or storage of small unregulated amounts of hazardous substances that may be contained in items such as cleaning materials or to hazardous substances that are contained in telecommunications equipment, including, but not limited to, batteries and cables or electronic components, provided that such substances are managed in accordance with all applicable laws. In the event of a breach by either party of its covenants or representations in this paragraph, the other party, in addition to any other remedies to which it is entitled, shall be entitled to terminate this Agreement. 28. CASUALTY: In the event of damage by fire or other casualty to the Property that cannot reasonably be expected to be repaired within forty-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt VERIZON WIRELESS’ operations at the Leased Premises for more than forty-five (45) days, then VERIZON WIRELESS may, at any time following such fire or other casualty, provided COUNTY has not completed the restoration required to permit VERIZON WIRELESS to resume its operation at the Leased Premises, terminate this Agreement upon fifteen (15) days prior written notice to COUNTY. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the Active 21249007v3 058037.000000 other under this Agreement. Notwithstanding the foregoing, the rent shall abate during the period of repair following such fire or other casualty in proportion to the degree to which VERIZON WIRELESS’ use of the Leased Premises is impaired. 29. EMINENT DOMAIN: If all or part of the Property is acquired or condemned under the power of eminent domain, whether by public authority, public utility, or otherwise such that VERIZON WIRELESS, in its sole discretion, is unable to use the Leased Premises for the purposes intended hereunder, then this Agreement shall terminate as of the date of the acquisition or condemnation. Each party shall be entitled to seek any condemnation award to which it may be entitled. 30. NON-DISCLOSURE: The terms of this Agreement shall remain confidential between COUNTY and VERIZON WIRELESS, except as required by law. Each party further warrants to the other that such party shall use its best efforts to prevent any of its officers, directors, employees, partners, or agents from disclosing the terms and conditions of this Agreement to any third party, without first obtaining the written consent of the other party. 31. ASSIGNMENT AND SUBLICENSING: This Agreement may be assigned by