Okaloosa County BOCC — April 1, 2014 — Verizon Site Access Agrmt 3-21-14 — reading text

SITE ACCESS AGREEMENT This Site Access and Indemnity Agreement (this “Agreement”) is executed by Verizon Wireless Personal Communications LP d/b/a Verizon Wireless (the “Licensee”), whose principal business address is 180 Washington Valley Road, Bedminster, NJ 07921, and Okaloosa County (the “Owner”), whose mailing address is 602 -C North Pearl Street, Crestview, FL 32536. BACKGROUND As part of Licensee’s investigations and consideration pertaining to the suitability of that certain real property (the “Property”) located at 1701 Florida 85, Eglin AFB, Okaloosa County, FL 32542, for the placement, maintenance and use of a communications facility and appurtenant uses, the Owner has agreed to grant to Licensee and other persons, as described herein, a license, among other things, to conduct environmental inspection, testing and sampling activities on the Property. The purpose of this Agreement is to memorialize the understandings of Licensee and Owner regarding the foregoing investigations, including without limitation, the terms and conditions of the environmental testing and sampling to be conducted by Licensee’s authorized agents, contractors, consultants and employees, and to enter a site access license to implement same. NOW THEREFORE, in consideration of the mutual promises, covenants, undertakings, and other considerations set forth in this License, Licensee and Owner agree as follows: 1. Ownership & Effect. Owner hereby represents to Licensee that: (1) Owner is the owner of the Property; (2) Owner has exclusive and absolute control over the Property and has not granted to another party the right to use the Property; and (3) Owner is under no legal obligation to restrict Licensee’s access or use of the Property in a manner inconsistent with the terms of this Agreement. The Owner hereby grants a license that is limited in purpose and scope to the least amount of access which is required to undertake and fully complete the investigations contemplated herein, and this Agreement does not represent a lease or create in Licensee, any interest in the Property or any other property owned by the Owner or create a partnership, joint venture or any association or relationship between the Owner and Licensee. 2. Access to Property and Owner’s Consent. Owner grants to Licensee and its agents, advisors, employees, consultants, representatives, and independent contractors, including environmental contractors and consultants hired directly or indirectly by Licensee (collectively, the “Licensee Representatives”), the right, but not the obligation, of ingress to, egress from, and access under, above, and through, the Property for the purpose of allowing the Licensee Representatives to: (1) conduct radio tests, including the placing of radio broadcast/receive equipment on the Property for necessary periods; and (2) conduct physical, structural and geotechnical testing; and (3) conduct environmental inspections, tests, collect samples of soil, water, soil vapor, indoor air, building materials and other substances, including in regard to painted surfaces, sufficient samples of paint by removing it from the structure for laboratory analysis, and perform any other environmental 21771013v1 assessment activities that they reasonably determine to be appropriate; and (4) establish wetland and other natural system jurisdictional delineations in cooperation with the appropriate governmental agencies; and (5) conduct boundary and other surveys deemed necessary by Licensee, in Licensee’s sole discretion. Without limiting the generality of the foregoing, the Licensee Representatives may drill into the soil, drill through pavement, remove reasonable amounts of soil, install and sample monitoring wells, and perform other tests, actions, procedures, and treatments to assess (A) the environmental condition of the Property and (B) past or present compliance with all environmental, health and safety laws applicable to the Property and (C) the business operations conducted on the Property and (D) the structural, electro-mechanical, radio broadcast/receive, or other attributes of the Property necessary to assess its suitability as a communications facility. The Licensee Representatives shall undertake all activities on the Property in compliance with applicable laws and shall use commercially reasonable efforts to minimize the extent and duration of any interference with Owner’s business operations on the Property. As between the Owner and the Licensee, the cost of all such activities shall be the responsibility of Licensee. 3. Advance Notice. Before undertaking any activity on the Property, Licensee Representatives shall give Owner reasonable advance notice, either orally (by telephone or in person), or in writing, of planned activity that can reasonably be expected to require invasive activities into the Property’s subsurface, including notice of the areas of the Property that are expected to be materially affected by any sampling, monitoring, installation, or similar action. Notwithstanding anything contained herein to the contrary, 48 hours advance notice given by the Licensee to the Owner shall constitute reasonable advance notice for purpose of this Agreement. 4. Insurance. Licensee agrees that during the entire term or any extension of this Agreement, keep in full force and effect, a policy of general liability insurance with respect to the Property. The limits of the general liability insurance shall not be less than One Million Dollars ($1,000,000.00). In addition, the policy shall contain a clause that Licensee will not cancel or change the insurance without first giving Owner thirty (30) days prior written notice. Prior to entering the Property, Licensee shall furnish Owner a certificate of insurance evidencing the required insurance. 5. Installation, Sampling, and Removal. Owner shall cooperate with the Licensee Representatives regarding all installation, monitoring, sampling, removal, and related activities that Licensee Representatives desire to conduct on the Property. Owner shall cooperate in locating buried utilities and improvements on the Property at the request of any agent or contractor of Licensee and shall assist the Licensee Representatives in avoiding impacts to such buried or concealed features. At the Owner’s specific request, Licensee Representatives shall use commercially reasonable efforts to schedule its activities to avoid times of peak business activity on the Property. Owner authorizes Licensee Representatives to obstruct temporarily, but for a reasonable period of time, access to, or use of, limited areas of the Property for the purpose of safety, operation of equipment, testing and sampling activities, and installation or removal of monitoring wells. Licensee Representatives may use any electrical or other utility outlets or connections on the Property to conduct its activities. Licensee Representatives shall split all samples with Owner upon Owner’s request, so long as Owner pays for any and all additional cost incurred by the Licensee Representatives in this regard. After completing the activities contemplated by this License, Licensee shall ensure that Licensee 21771013v1 2 Representatives remove their equipment and restore any part of the Property that was affected by its activities to a condition that is substantially similar to the condition of the Property at the time immediately preceding the commencement of said activities. 6. Confidentiality and Test Results. Owner understands and acknowledges that the environmental testing to be undertaken herein may create legal duties applicable solely to Owner if conditions of pollution are discovered. Licensee has advised the Licensee Representatives and its contractors to make laboratory test results, wetland and other surveys, and sample locations available to Owner upon Owner’s request. However, any reports prepared by Licensee’s contractors are confidential, and Licensee may, but is not obligated to provide its confidential reports, other than laboratory test reports and sample locations, to Owner. Owner acknowledges and agrees that it is the sole and lawful owner of any samples that are taken during the activities undertaken pursuant to this License, and any investigation-derived media (i.c., drill cuttings, well purge water) generated by the investigation, and that this media may require off-site disposal based upon test results. Owner agrees to execute all manifests as requested by Licensee Representatives for proper disposal. The cost of off-site disposal of media will be paid for by Licensee or the appropriate Licensee Representative, not Owner. (a) Owner understands and_ acknowledges that when it is provided test_results regarding the environmental condition of the Property, that Owner may have obligations to report such conditions to the appropriate regulatory agency(s). Licensee accepts no responsibility for such reporting, as Licensee does not own, operate, control or otherwise have any interest in the Property at the time of “discovery” of any such condition. (b) None of the test or inspection results are warranted or guaranteed for any reason whatsoever. Owner understands and acknowledges that any investigation performed by Licensee is solely for the purpose of Licensee obtaining comfort with the condition of the property. The inspections are not intended to comply with any regulatory requirements or to uncover all contamination or conditions that may exist at the time of the inspections. Owner shall not rely upon the test and/or inspection results as being accurate or sufficient for any particular purpose. 7. Termination. This Agreement may be terminated at any time by mutual written agreement of the parties or otherwise, shall terminate automatically on the earlier of: (1) execution of a lease agreement for any part of the Property between Licensee and Owner, or (2) the date of January 23, 2015. 8. Waiver; Modification; Severability. An extension, amendment, modification, cancellation, or termination of this Agreement will be valid and effective only if it is in writing and signed by each party to this Agreement, except as provided otherwise in this Agreement. In addition, a waiver of any duty, obligation, or responsibility of a party under this Agreement will be valid and effective only if it is evidenced by a writing signed by, or on behalf of, the party against whom the waiver or discharge is sought to be enforced. Whenever possible, each provision of this Agreement should be 21771013v1 3 construed and interpreted so that it is valid and enforceable under applicable law. However, if a provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed severable from the remaining provisions of this Agreement and will not affect the validity, interpretation, or effect of the other provisions of this Agreement or the application of that provision to other circumstances in which it is valid and enforceable. 9. Assignment; Third Party Beneficiaries. Neither the entry of this Agreement or any action taken by Licensee hereunder shall create any third party beneficiary or third party beneficiary rights. 10. Legal Matters. The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America. 11. Notices, Except for oral notices specifically authorized in this Agreement, every notice, consent, demand, request, and approval required or permitted by this Agreement will be valid only if it is in writing, delivered personally or by e-mail, telecopy, commercial courier, or first class, postage prepaid, United States mail (whether or not certified or registered and regardless of whether a return receipt is requested or received by the sender), and addressed by the sender to the intended recipient at its address set