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Agreement 06/20/2018 DATE: August 23, 2018 TO: Alan MacEachern, Information Technology FROM: Sally M. Abrams, D.C. SUBJECT: June 20, 2018, BOCC Meeting - Approved Agenda Item ______________________________________________________________________________ Attached is an electronic copy of the executed agenda item listed below for your handling. C27 Board granted approval and authorized execution of a three year Contract with Broadwave, the sole provider of Microwave Internet Service in the Florida Keys, to install service at the Marathon Emergency Operations Center and the Sheriff's Complex on College Road in the amount of $68,928.00. [[300,1423,327,1479][11][,I,][Calibri]] Please contact me at extension 3550 with any questions. cc: County Attorney Finance[[607,1907,636,1968][12][,I,][Calibri]] File MEMORANDUM OFFICE OF THE COUNTY ATTORNEY 1111 12 Street, Suite 408, Key West, FL 33040 Phone (305) 292 - 3470 /Fax (305) 292 -3516 TO: Pam Hancock Deputy Clerk FROM: Abra Campo Executive Ad ‘` rator DATE: August 20, 2018 SUBJECT: BOCC Meeting 6/20/18; Approved Agenda Items C27 (4323) C. BULK APPROVALS — Page 5 C27 Approval of a 3 year contract with Broadwave, the sole provider of Microwave Internet Service in the Florida Keys, to install service at the Marathon Emergency Operations Center and the Sheriffs Complex on College Road in the amount of $68,928. Enclosed: One (1) originally executed and stamped original Agreement for execution by the Mayor, processing in BOCC records and distribution. ►!i Master Service Agreement Broadwave THIS MASTER AGREEMENT ( "Master Agreement ") is made this 20th day of June, 2018 (the "Effective Date "), by and between Broadwave ( "Broadwave "), with a principal place of business F,. at 1111 12th Street, Unit 106, Key West, Florida 33040 and Monroe County Board of County Commissioners ( "Customer "), with a principal place of business at 1100 Simonton Street, Key West, FL 33040 (each a "Party" and collectively the "Parties "). ;:t. WHEREAS, Broadwave operates telecommunications equipment and systems; and 1' WHEREAS, Broadwave is currently the sole provider of microwave internet service in the Florida Keys, which is one of the services offered under this Master Agreement; and WHEREAS, Customer wishes to purchase from Broadwave certain telecommunications and related services for use in connection with Customer's business, and Broadwave desires to provide said telecommunications and related services to Customer; NOW, THEREFORE, for and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. For all purposes of the Master Agree- 2. Provision of Services. Subject to all terms and ment the following terms shall have the definitions set conditions of the Master Agreement: forth below: a. With respect to each Service Order accepted by a. Availability Date means, with respect to a given Broadwave as described at Section 4, Broadwave Service rendered pursuant to a given Service Order, shall use commercially reasonable efforts to ensure the date that such Service is first available for use by that all Services described in such Service Order are Customer. available for Customer's use in accordance with this Master Agreement throughout the applicable Service b. Customer Premises means the location or locations Order Term (except during Excused Outages); and occupied by Customer or Customer's End Users to which Services are provided. b. Customer shall pay for such Services at the recurring and non - recurring rates and charges provided in such c. Customer's End User(s) means, individually and col- Service Order as more fully described in Sections 10 lectively, any and all third parties who gain access to or and 11 herein. utilize Service(s) provided to Customer here under. c. Broadwave may provide any additional services relat- d. Facilities means real or personal property owned or ed to installation or use of the Services upon Custom - leased by Broadwave and used to deliver Services, in- er's prior approval of such additional services and any cluding without limitation terminal and other equipment, charges there for, and Customer agrees to pay all rates antennae, wires and cables, lines, ports, routers, switch- and charges for such additional services upon invoice es, channel service units, data service units, cabinets, there for by Broadwave. racks, and private rooms. 3. Term. The term of this Master Agreement shall com- e. Initial Term means a period of three (3) years mence as of the Effective Date, and shall expire, unless commencing upon the Effective Date. terminated earlier in accordance herewith, upon the later of (i) the expiration of the Initial Term and any renewals f. Service(s) mean, individually and collectively, thereof (as described below), or (ii) the last termination or Broadwave's telecommunications - related services and expiration (without further renewal) of all Service Orders facilities described in a then - effective Service Order executed here under. Upon the expiration of the Initial Term which has been accepted by Broadwave as described at or any renewal term, this Master Agreement shall Section 4. automatically renew for additional one(1) year renewal periods, unless a Party has delivered to the other Party g. Service Order means a document in the form spec - written notice to the contrary at least ninety (90)days prior to ified by Broadwave which sets forth, at a minimum, (i) the end of the then - current Initial Term or renewal term, as the Service(s) which are the subject of such Service the case may be. The Service Order Term for each Service Order, (ii) rates and charges applicable to such Ser- Order will begin on the date such Service Order is accepted vice(s), (iii) the Service Order Term, and (iv) applicable by Broadwave as described at Section 4 and shall continue Customer Premises to which such Services will be pro- for the duration of time set forth in the applicable Service vided. "Service Order" expressly includes any Upgrade Order after the first Service Orders. Availability Date of Services under such Service Order. Upon the expiration of the initial Service Order Term or r h. Service Order Confirmation means, with respect to a any extension thereof, the Service Order Term of such A given Service Order submitted to Broadwave, Broad- Service Order shall automatically be extended for wave's written response thereto, which may contain additional one (1) year extension periods, unless a Party ` additional or differing terms proposed by Broadwave. has delivered to the other Party written notice to the con- trary at least ninety (90) days prior to the end of the , i. Service Order Term means, with respect to each Service Term. i Order, the period of time during which such Service 4. Service Ordering. The Parties agree to the terms of Order shall be in effect, as specified on the Service service by executing a Service Order. Order. i Ili ttia Master Service Agreement Broadwave Each Service Order (including all terms and conditions are secure and safe from hazards to the Facilities or to set forth therein and as amended pursuant to this Broadwave's employees, agents and contractors. Section) shall become part of, and be subject to all Except as expressly set forth to the contrary in this ''{ terms and conditions of, the Master Agreement with re- Agreement or in any Service Order, with respect to any spect to the Service(s) set forth on such Service Order. Customer Premises (other than locations occupied by } Broadwave will use commercially reasonable efforts to Customer), Broadwave's Facilities at such Customer make Services available for Customer's use on or by the Premises shall consist of, as applicable, an antenna, proposed Availability Date(s) set forth there for on the associated cables or wires (if needed), and a single applicable Service Order, but Broadwave does not guar- Ethernet connection point ( "Demarcation Point") which antee Services availability on such proposed Availability Demarcation Point shall be the terminating point for Date(s). Services provided by Broadwave to such Customer Premises. Broadwave shall have no responsibility for, or 5. Upgrades to Service Orders. liability in connection with, any other equipment (in- cluding without limitation customer premises equipment) a. From time to time during the term of this Master necessary or desirable for Customer or Customer's End Agreement, Customer may elect to purchase additional Users to access or use the Services. quantities of, or functionally enhanced versions of, Ser- vices set forth on a then current Service Order. In such b. Customer covenants, represent and warrants to event, at Customer's election and subject to Broad - wave's Broadwave that it has the authority to grant Broadwave approval and acceptance thereof, Customer may upgrade the right of entry and access to Customer Premises the then - current Service Order to include such additional under this Section, and shall maintain such right and quantities of, or functionally enhanced versions of, Services authority until such time as Services are no longer being upon execution of an "Upgrade Service Order" which shall provided to such Customer Premises and Broadwave mean a Service Order which sets forth, in addition to any has removed its Facilities there from. Notwithstanding other information required to be set forth in a Service the foregoing, to the extent that the provision of Order, the functionally enhanced versions of Services to be Services to a given Customer Premises requires access provided there under(or, where Customer seeks additional to or use of the roof of such Customer Premises (e.g., quantities of Services currently taken by such Customer for installation of antenna(e)), Broadwave may, if it so pursuant to a then - current Service Order, the total amount elects, secure such right and authority itself, but in no of such Services to be provided to Customer, including any event shall such election by Broadwave relieve set forth on a then - current Service Order). b. Upon Broad- Customer of its obligations hereunder to procure and wave's execution of an Upgrade Service Order, such maintain all other necessary authority to grant Upgrade Service Order shall be deemed to terminate the Broadwave the right of entry and access to Customer prior Service Order(s) referenced in such Upgrade Service Premises under this Section. Order without liability to Customer for any early termination charges for such terminated Service Order(s). Customer c. Title to all Facilities shall remain with Broadwave acknowledges that Customer shall remain liable for all will provide and maintain the Facilities in good working charges associated with Services actually provided during order. Customer shall not, and shall not permit others the term of such terminated Service Order (including any to, without the prior wri tten consent of Broadwave charges for additional ser -vices required for installation or (i) rearrange, disconnect, remove, attempt to repair, or use of such Services). otherwise tamper with any Facilities, (ii) use any Facilities for any purpose other than that for which Broadwave provides them, or (iii) take any action that 6. Customer Premises, Broadwave Facilities. causes the imposition of any lien or encumbrance on the Facilities. Anything in the Master Agreement to the a. Customer shall allow Broadwave access to the Cus- contrary notwithstanding, in no event will Broadwave be tomer Premises to the extent reasonably necessary for the liable to Customer or any other person for interruption of installation, inspection and scheduled or emergency Services or for any other loss, cost or damage caused or maintenance of Services or Facilities relating to the related to improper use or maintenance of the Facilities Services. Broadwave shall notify Customer or Customer's by Customer, Customer's End Users or third parties pro - End User in advance of any regularly scheduled vided access to the Facilities by Customer or Custom - maintenance that will require access to the Customer er's End Users in violation of this Section 6.Customer Premises. Customer will be responsible for providing and agrees (which agreement shall survive the expiration, maintaining, at its own expense, the level of power, heating termination or cancellation of any Service Order or this and air conditioning necessary to maintain the proper Master Agreement) to allow Broadwave to remove some environment for the Facilities on the Customer Premises, or all On Broadwave's discretion) of the Facilities from and shall ensure that Customer Premises the Customer Premises (1) after termination, expiration or cancellation of the Services in connection with which the Facilities were used, and (2) for maintenance, repair, replacement or otherwise as Broadwave may determine is necessary or desirable from time to time. d. Subject to s. 768.28, Florida Statutes, Customer shall defend, indemnify and hold harmless Broadwave, and its successors or assigns, against any and all claims, liability, loss, damage, or harm (including without limitation reasonable legal fees) suffered by Broadwave to the extent t. that the same arise from Customer's gross negligence, willful misconduct or failure to perform its obli - gations under this Section 6, including without limitation any damage to ` the Facilities resulting there from. a 4 t ‘k Master Service Agreement Broadwave • 7. Broadwave Premises, Customer Facilities. Customer as requested, and delivery of Services is expressly made subject to credit approval. Broad -wave a. Upon request, Broadwave shall allow Customer may require Customer to make a deposit (which will not access to any Broadwave premises and /or Facilities to exceed Customer's estimated charges for all then - the extent reasonably necessary for the installation, current Services for two months) as a condition to inspection and scheduled or emergency maintenance of Broadwave's acceptance of any Service Order, or as a Customer facilities relating to the Services, as well as for condition to Broadwave's continuation of Services. The the interconnection of such Customer facilities with the deposit will be held by Broadwave as security for pay- .. Facilities as the Parties reasonably deem necessary for ment of Customer's charges, and, in Broadwave's sole Customer's use of the Services. Customer shall notify discretion, may be applied against any past -due charge Broadwave two (2) business days in advance of any (and Customer may be required to replenish such regularly scheduled maintenance that will require access deposit). Upon termination of the Master Agreement, to the Broadwave premises and /or Facilities. Broadwave the amount of the deposit then remaining will be will be responsible for providing and maintaining, at its credited to Customer's account and any remaining own expense, the level of power, heating and air con- credit balance will be refunded to Customer. ditioning necessary to maintain the proper environment for the Customer facilities on the Broadwave premises, 10. Rates and Charges. Rates and charges for Ser- and shall ensure that Broadwave premises are secure vice(s) shall be set forth in the Service Order(s) pursuant and safe from hazards to the Customer facilities or to to which such Service(s) are provided to Customer. Customer's employees, agents and contractors. Charges for additional services required for installa -tion or use of such Services shall be at Broadwave's then - b. Title to all Customer facilities shall remain with Cus- current charges for same. Billing to Customer tomer. Customer will provide and maintain the Customer for recurring charges with respect to Service(s) will facilities in good working order. Broadwave shall not, commence on the Availability Date for such Services. and shall not permit others to, without the prior consent All other charges for Services or additional Services of Customer (1) rearrange, disconnect, remove, attempt may be billed at the times designated by Broadwave. to repair, or otherwise tamper with any Customer Without limiting the foregoing, Broadwave may invoice facilities, (ii) use any Customer facilities for any purpose Customer for one (1) months' monthly recurring other than that for which Customer provides them, or (iii) charges for Service(s), along with any charges for take any action that causes the imposition of any lien or installation of Service(s) or other services performed by encumbrance on the Customer facilities. Anything in the Broadwave, on the Availability Date of such Service(s). Master Agreement to the contrary notwithstanding, in no event will Customer be liable to Broadwave or any other 11. Payment. Broadwave shall invoice Customer for person for interruption of Services or for any other loss, the Services, and for charges for additional services cost or damage caused or related to improper use or required for installation or use of such Services, on a maintenance of the Customer facilities by Broad -wave monthly basis; provided, however, that Broadwave may or third parties provided access to the Broadwave invoice Customer for nonrecurring charges for the premises, Facilities or Customer facilities by Broadwave Services or for additional services at any time. Billing for in violation of this Section 7. Broadwave agrees (which partial months is prorated based on a calendar month. agreement shall survive the expiration, termination Subject to Section 12, Customer shall pay all amounts or cancellation of any Service Order or this Master set forth on an invoice within thirty (30) days after the Agreement) to allow Customer to remove the Customer receipt of a Proper Invoice in accordance with the Local facilities from the Broadwave premises and /or any Facili- Government Prompt Payment Act, s. 218.70, Florida ties (1) after termination, expiration or cancellation of the Statutues. Past due amounts bear interest at a rate of Services in connection with which the Customer facilities 1.% per month (or the highest rate allowed by law, were used, and (2) for maintenance, repair, replacement whichever is less) beginning from the date first due until or otherwise as Customer may determine is necessary paid in full. or desirable from time to time. 12. Disputed Invoices. In the event Customer disputes c. Broadwave shall defend, indemnify and hold harmless any portion of a Broadwave invoice, Customer shall pay Customer, and its successors or assigns, against any the undisputed portion of the invoice by the date the and all claims, liability, loss, damage, or harm (including same is due, and shall submit to Broadwave a written without limitation reasonable legal fees) suffered by claim for the disputed amount, which claim shall set forth Customer to the extent that the same arise from Broad - with specificity Customer's grounds for such dispute. All wave's gross negligence, willful misconduct or failure to claims must be submitted to Broadwave within thirty (30) perform its obligations under this Section7, including days of receipt of the invoice under which the dispute without limitation any damage to the Customer facilities arose. Customer waives the right to dispute any charges resulting there from. not disputed within such thirty (30) day period. In the event that the dispute is resolved against Customer, 8. Customer- Provided Equipment. Broadwave may Customer shall pay such amounts. If any dispute timely install certain Customer - provided communications brought by Customer hereunder has not been resolved equipment at the request of Customer, but Broadwave by the Parties within thirty (30) days (or such longer shall not be responsible for the operation or main- period as the Parties mutually agree upon) after tenance of any Customer - provided communications Customer first submits the written claim regarding such equipment. Broadwave shall have no liability whatsoever dispute, then the disputed amounts shall become due for the configuration, management, or performance of and payable, and neither this sentence nor the voluntary Customer - provided communications equipment. payment of such amount shall prevent Customer from pursuing any available legal remedies to obtain a refund 9. Credit Approval and Deposits. Customer is a of such amounts. political subdivision of the State of Florida, and to the extent that has credit information, Customer will provide Broadwave with credit information regarding Master Service Agreement Broadwave 13.Taxes. All charges for Service are net of Applicable notwithstanding, the obligation of the Receiving Party to ,,...= Taxes (as defined below). Except for taxes based on protect the confidentiality of any information or materials ' Broadwave's net income and taxes assessed on shall terminate as to any information or materials which: z Broadwave's tangible or intangible property, Customer (i) are, or become, public knowledge through no act or - will be responsible for all applicable taxes, fees, duties, failure to act of the Receiving Party; (ii) are publicly charges, or regulatory surcharges that arise in any disclosed by the proprietor thereof; (iii) are lawfully • jurisdiction on the provision, sale or use of the Service obtained without obligations of confidentiality by the L and permitted by applicable law to be passed through to Receiving Party from a third party after reasonable inquiry • Customer, including, without limitation, value added, regarding the authority of such third party to possess and consumption, sales, use, gross receipts, excise, access, divulge the same; (iv) are independently developed by the bypass, franchise or other taxes or federal or state Receiving Party from sources, or through persons, that the , universal services charges (collectively, "Applicable Receiving Party can demonstrate had no access to Taxes "). Customer is entitled to an exemption from any Confidential Information of the Disdosing Applicable Taxes, Customer shall be responsible for Party; or (v) are lawfully known by the Receiving Party presenting the other Party with a valid exemption at the time of disclosure other than by reason of discus - certificate. Broadwave will give effect to any such valid sions with or disclosures by the Disclosing Party. For exemption certificate to the extent it applies to any purposes of this Master Agreement, "Disclosing Party" Service billed by Broadwave to Customer. means the Party who has disclosed Confidential Infor- mation of such Party to the other Party, and "Receiving 14. Use Of Marks. Neither Party shall use any trade - marks, Party" means the Party to whom Confidential service marks, logos, or trade names of the other Party Information of the other Party is disclosed. (individually and collectively the "Marks ") in any manner whatsoever, including without limitation in any advertising, b. If a Receiving Party is required or becomes legally signage, marketing materials, web -site content, brochures compelled (by deposition, interrogatories, subpoena, or any other materials in any medium, without such other civil investigative demand, or similar process) to Party's express advance written consent. Neither Party shall disclose any Confidential Information of the other Party, issue any press release, announcement or public statement such Receiving Party shall provide the Disclosing Party with respect to the Master Agreement or the other Party with prompt notice of such request(s), requirements or without such other Party's express advance written consent, compulsions so that such Disclosing Party may seek an and any such press release, announcement or public appropriate protective order or other appropriate limitation statement shall be subject to such other Party's review and on such disclosure from an appropriate court or regulatory written approval. Each Party agrees that it shall only use authority of competent jurisdiction. The Parties hereto any Marks in strict compliance with the other Party's further agree that, anything in the Master Agreement to the instructions. In no event whatsoever shall a Party use the contrary notwithstanding, in the event such a protective Marks: (i) except in connection with such Party's exercise of order or limitation on such disclosure issued by an rights and performance of obligations under the Master appropriate court or regulatory authority of competent Agreement, (ii) in any manner which is derogatory to or jurisdiction is not obtained by the latest date such disclosure critical of the other Party or otherwise in breach of the is legally required, or in the event that the Disclosing Party Master Agreement, or (iii) without the other Party's express elects to not seek such protective order or limitation on prior written permission, in connection with trademarks, disclosure, such Receiving Party's compliance with such service marks, logos, or trade names of third parties or in requirement or legal compulsion shall not be deemed a any manner that expresses or implies any affiliation, breach of the Master Agreement. Each Receiving Party connection, or association of such other agrees, when complying with such requirement or legal compulsion, to disclose only that limited portion of the Party with, or such other Party's sponsorship or Disclosing Party's Confidential In- formation that it is advised approval of, the activities of any third party. by counsel is legally required for such compliance and further agrees to exercise 15. Customer's Use of Services. Subject to s. 768.28, its best efforts to obtain assurance that the recipient Florida Statutes, Customer shall defend, indemnify, and will accord confidential treatment to such hold harmless Broadwave from and against any and all Confidential Information. costs, losses, harm or damag -es (including without limitation reasonable attorney's fees) arising out of or c. For the purposes of the Master Agreement, "Confi- relating to Customer's use of the Services, including dential Information" shall mean all technical, economic, . claims resulting from use of the Services by Customer's business, engineering or other information (including End Users and /or the content of any communications "trade secrets ", as defined under applicable law) which is transmitted via the Service(s), except for costs, losses, proprietary to the Disclosing Party (or with respect to , harm or damages arising out of Broadwave's gross which the Disclosing Party owes a third party a duty of negligence or willful misconduct. confidence) and which the Disclosing Party discloses to the Receiving Party either (i) intangible form marked as 16. Nondisclosure. confidential, or (ii) orally, provided that the Disclosing Subject to Florida Public Records Law - Chapter Party identifies such information disclosed orally as being 119, Florida Statutes, confidential at the time of disclosure and then promptly a. Each Party acknowledges that, in the course of confirms the confidential nature of such information in / performance under the Master Agreement, it may receive writing to the Receiving Party. Confidential Information (as hereinafter defined) of the other Party. Neither Party shall disclose to any third party or use for any purpose whatsoever, except to the extent required for such Party's performance under the Master Agreement or to the extent expressly permitted hereunder, .b any Confidential Information of the other Party. Anything in this Section 16 to the contrary 111 tiomkkkz • Master Service Agreement Broadwave ,= d. The Receiving Party acknowledges that, upon the a Service Order (in whole or in part) and/or discontinue breach or threatened breach by the Receiving Party of Service(s) On whole or in part) or terminate the Master 1 any provision contained in this Section 16, the Disclos- Agreement, all without liability, in the event that ing Party will be without an adequate remedy at law, and would suffer or be threatened with irreparable a. any amounts due and owing by Customer (other than injury, and that the Receiving Party shall have the right amounts which are the subject of a then - current dispute in to obtain immediate injunctive relief against the Receiv - accordance with Section 12) remain unpaid sixty (60) days ing Party, in addition to all other rights and remedies after the date such amounts were first due; available to the Disclosing Party, in equity and at law. This Sectionl6 shall survive expiration or termination of b. Customer (i) suspends its business operations; (ii) the Master Agreement for any reason whatsoever, and becomes insolvent, (iii) makes a general assignment the Receiving Party's obligations under this Section 16 for the benefit of creditors, or (iv) files (or has filed shall continue (i) with respect to Confidential information against it) a petition in bankruptcy which petition is not of the Disclosing Party which also constitutes "trade dis- missed within sixty (60)days thereafter; secrets ", as defined under applicable law, until such time as such information no longer constitutes a trade c. Broadwave is ordered, by a federal, state or local secret due to no fault of the Receiving Party, and(ii) with governmental entity, regulatory body or court of re -spect to all other Confidential Information, for a competent jurisdiction, to cease providing Service(s); or period of eighteen (18) months after the expiration or termination of the Master Agreement or such longer d. changes in applicable law, regulation, decision, rule or period as may be required by applicable law. order materially increase the costs to Broadwave of, or materially affects other terms of Broadwave's delivery of 17. Force Majeure. If a Party's performance hereun- Service(s), and Broadwave and Customer are unable to der(other than the payment of money) is delayed or reach agreement respecting new rates, terms and/ or prevented by reason of an uncontrollable circumstance conditions regarding such Service(s) within ninety that would not reasonably be considered to be a normal (90) days after Broadwave's delivery of written business risk, including, without limitation, acts of God notice requesting renegotiation thereof. or of the public enemy; earthquakes; fires; floods or other catastrophes; epidemics or quarantines; freight 20. Termination by Either Party. In addition to any embargoes; war; civil strife; insurrection; riot; materials other right of a Party to terminate a Service Order or the shortages; or labor stoppages (each, a "Force Majeure Master Agreement, a Party may, by sending written Event "), then the Party whose performance is delayed notice of termination to the breaching Party with or prevented shall promptly notify the other Party of the termination effective as of the date such notice is given, Force Majeure Event and shall be excused from perfor- terminate the Master Agreement or, at its election, mance to the extent delayed or prevented (and the other affected Service Order(s), in the event the other Party Party shall be excused from any corresponding per- has committed a material breach of any provision of the ' formance for the same period);provided, however, that Master Agreement, provided that such non - breaching the Party whose performance is delayed or prevented Party has first delivered written notice of such breach to shall take all reasonable steps to avoid or remove such the other Party, and (i) if the breach arises other than cause of nonperformance and shall continue toper form under Sections 2,11, 15 or 16, thirty (30) calendar days whenever and to the extent reasonably possible, and have passed since receipt of said notice and the provided further that any time for performance set forth breaching Party has not cured such breach, or (ii) if the in this Master Agreement shall be extended for a period breach arises under Sections 2, 11, 15 or 16, ten (10) equal to the period of any such delay. calendar days have passed since receipt of said notice and the breaching Party has not cured such breach. 18. Suspension of Service(s). 21. Service Level; Termination by Customer. a. Broadwave may suspend Service(s) without liability if Customer fails to pay a past due balance for charges a. Broadwave will use commercially reasonable efforts to (other than amounts which are the subject of a then - cause the Services to operate continuously from the current dispute in accordance with Section 12) within Availability Date for such Services through the expiration or ten (10) calendar days after Customer's receipt of termination of the applicable Service Order Term. For each written notice from Broadwave of planned suspension of full hour that given Services are Unavailable (as defined . Services, and may continue such suspension until all below), Broadwave will, subject to the terms of this Section amounts due are paid in full or Broadwave terminates 21, grant to Customer credit equal to 1/720 of the monthly applicable Service(s), Service Order(s) or the Master recurring charges for such Services; provided, however, . Agreement pursuant to Section 19 or Section 20. that in no event will the total amount of credits granted to Customer in any single month with respect to given b. Broadwave may suspend Service(s) without liability if Services exceed the total monthly reoccurring charges for Customer's use of Services materially exceeds Customer's such Services. To receive such credits, Customer must credit limit and/or then - current deposit balance, unless (i) request such credits in writing within thirty (30) days of the within five (5) business days' written notice thereof by occurrence which gave rise to such credits. In addition to Broadwave, Customer provides adequate security for the foregoing, Customer may terminate a Service Order ? payment for Services, or (ii) prior to materially exceeding prior to the end of the applicable Service Order Term there such credit limit, Customer has provided to Broadwave for without payment of any applicable termination charge if: , , . adequate security for payment for Services. (i) any Service provided pursuant to such Service Order is , Unavailable(as de -fined below) on two or more separate `, 19. Termination by Broadwave may by sending writ - occasions of more than three (3) hours each in any thirty ten notice of termination to Customer with termination (30) day period, or(ii) such Service is Unavailable for more effective as of the date such notice is given, terminate than twelve ir itila k k - Master Service Agreement Broadwave (12) Hours (measured in the aggregate) at any time 23. Termination Charges. Upon termination of any within any one hundred and twenty (120) day period. Service(s), Service Order or the Master Agreement by For purposes of the foregoing, "Unavailable" shall mean Broadwave pursuant to Section 19(a), 19(b), or 20 or by a total interruption in any Service specified in a Service Customer for any reason other than pursuant to Section 20 Order, except for any interruption which is an Excused or 21, Broadwave may, in addition to all other remedies 4 Outage. The duration of any interruption will commence that may be available to Broadwave at law or in equity, when Broadwave is made aware of such interruption of assess and collect from Customer, and Customer shall a Service and will end when the Service first ceases to pay, a termination charge equal to the sum of(i) the total ? be fully interrupted. Customer must exercise its right to amount of any all credits or waivers of nonrecurring terminate any affected Service Order under this Section, charges applied to Customer's account for the terminated in writing, within thirty (30) days after the occurrence Service(s) from the Effective Date through to the effective which gave rise to a right of termination hereunder. date of such termination. "Excused Outage" means any outage, interruption, unavailability, delay in provision of, or other degradation 24. Limitation of Liability of, Service caused by (x) scheduled maintenance events of which Customer receives prior notice, (y) actions or a. Except for Customer's indemnification obligations under inactions of Customer or Customer's End Users or of the Master Agreement, the aggregate liability of each Party third parties (including, without limitation, interference to to the other Party for any losses or damage, whether direct the Services caused by other users of unlicensed or indirect, arising out of or in connection with the Master spectrum), or failure of Customer - provided power or Agreement, any Service Order or the use of any Services equipment, or (z) a Force Majeure Event as defined in or Facilities, including without limitation any cause of action Section 17. The credits described in this Section 21, sounding in contract, tort or strict liability, shall be limited to along with Customer's right of termination herein, shall actual, direct damages incurred but in no event shall be Customer's sole and exclusive remedy for any failure exceed an amount equal to the fixed monthly recurring of any Service(s) to operate in accordance with this charges paid to Broad -wave by Customer for the Master Agreement on or after the Availability Date for Service(s) which gave rise to the liability during the six (6) such Service(s). calendar month(s) immediately preceding the calendar month in which the act or omission giving rise to such b. In addition to any other right of Customer to terminate liability occurred. a Service Order hereunder, Customer may terminate a Service Order prior to the end of the term thereof upon b. Any other provision of the Master Agreement to the thirty (30) days' prior written notice to Broadwave subject contrary notwithstanding, neither Party shall be liable to to charges incurred by such Customer in connection with the other Party for lost profits or other consequential such Service Order. damages, special damages, general damages, inciden- tal damages, indirect damages, exemplary or punitive 22. Effect of Termination. damages, cover damages, damages arising from loss or corruption of data or for any claims against such a. Upon termination or expiration of any Service(s) or other Party by any third party, even if such Party was Service Order for any reason whatsoever: (1) all obligations advised of the possibility of same. of the Parties hereto under such Service Order and under the Master Agreement with respect to such terminated 25. RIGHT OF ENTRY AGREEMENT. Customer or it's Service(s) shall immediately terminate; provided, however, assigns hereby grants Broadwave Right of Entry to that each Party's respective rights and obligations under premise /building as set forth in the agreement located Sections 6, 7, 15 and 24 hereof and each Party's respective on Broadwave's website at: defense and indemnification obligations shall survive the http: / /www.broadwave.com/ right -of- entry- agreement termination or expiration of such Service(s) or Service Order; and (2) all payment obligations of Customer under 26. DISCLAIMER OF WARRANTIES. EXCEPT AS the Master Agreement with respect to such terminated EXPRESSLYSET FORTH IN THIS MASTER AGREE - Service(s) shall accrue through the date of such termination MENT, Broadwave MAKES NO REPRESENTATIONS OR and shall become immediately due and payable. WARRANTIES TO CUSTOMER CONCERNING ANY SERVICES OR FACILITIES, AND BROADWAVE b. Upon termination or expiration of the Master Agreement HEREBY EXCLUDES AND DISCLAMINS, WITHOUT for any cause whatsoever: (1) all obligations of Broadwave LIMITATION, ANY AND ALL WARRANTIES NOT EX- under all Service Orders and under the Master Agreement PRESSLY SET FORTH IN THIS MATER AGREEMENT, shall immediately terminate; pro - vided, however, that each WHETHER EXPRESS OR IMPLIED, INCLUDING Party's respective rights and obligations under Sections 6, WITHOUTLIMITATION, ANY EXPRESS OR IMPLIED , 7, 15 and 24 hereof and each Party's respective defense WARRANTY OFMERCHANTABILITY OR FITNESS FOR and indemnification obligations shall survive the A PARTICULARPURPOSE, AND ANY EXPRESS OR termination or expiration of the Master Agreement; and (2) IMPLIED WARRANTIESARISING FROM COURSE OF all payment obligations of Customer under the Master PERFORMANCE, COURSE OF DEALING, OR Agreement with respect to such terminated Service(s), shall accrue through the date of such termination and shall become immediately due and payable. L. . 4{ . 1Fi Master Service Agreement Broadwave FROM USAGE OF THE TRADE. CUSTOMER AC- 29. Governing Law. The Master Agreement and the KNOWLEDGES THAT (I) BROADWAVE HAS NOT rights and obligations of the Parties hereto hereunder : "'i REPRESENTED OR WARRANTED THAT THE SER- shall be governed by, and construed and enforced in VICES WILL BE UNINTERRUPTED OR ERROR- accordance with, the laws of the State of Florida FREE, AND (II) BROADWAVE PROVIDES THE without regard to Florida's conflict of law principles. SERVICES USING UNLICENDED SPECTRUM, AND ri SO AVAILABILITY AND FUCTIONALITY OF THE 30. Entire Agreement. This Master Agreement SERVICES IS EXPRESSLY SUBJECT TO constitutes the entire agreement between the Parties INTERFERENCE CAUSED BY THIRD PARTY USERS hereto with respect to the subject matter hereof and OF SUCH UNLICENSED SPECTRUM. supersedes all prior under standings and agreements, and, except as provided herein, may not 27. Assignment. Neither Party may assign any portion be amended, modified or altered except by a written of this Master Agreement except with the express written instrument duly executed by the Parties hereto. consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned, and any 31. Severability. attempt to do so shall be null and void; provided, howev- Any provision of the Master Agreement held or deter - er, that Broadwave may assign this Master Agreement mined by a court (or other legal authority) of competent or any portion thereof to any affiliate of Broadwave with- jurisdiction to be illegal, invalid or unenforceable in any out Customer's consent. No person or entity not a Party jurisdiction shall be deemed separate, distinct and hereto shall have any interest herein or be deemed a independent, and shall be ineffective only to the extent third party beneficiary here of, and nothing contained of such holding or determination without (i) invalidating herein shall be construed to create any rights enforce- the remaining provisions of the Master Agreement in able by any other person or third party. that jurisdiction or (ii) affecting the legality, validity or enforce - ability of such provision in any other jurisdiction. 28. Notice. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective upon receipt, 32. Relationship of Parties. Nothing in the Master and(c) delivered by one of the following means: (i) by Agreement shall be construed as creating a joint personal delivery; (ii) by prepaid, overnight package venture or partnership between the Parties hereto. delivery or courier service; or (iii) by the United States Neither Party has or shall have any authority to bind, Postal Service, first class, certified mail, return receipt assume any obligation for or incur any debt on behalf of requested, postage prepaid. In addition to actual receipt by the other Party in any respect whatsoever. a Party, the following shall constitute receipt: (i) a Party's rejection or other refusal to accept notice, and (ii) the 33. Supersedence. In the event of a conflict or incon- inability to deliver to a Party because of a changed address sistency between any Service Order and the remaining of which no notice has been received by the other Party. All terms and conditions of this Master Agreement, the terms notices given under the Master Agreement shall be of the applicable Service Order shall control. addressed to the addresses of the Parties hereto set for that the outset of this Master Agreement or to such other 34. Public Records Compliance. Broadwave (referred addresses of which the Parties hereto have been advised in to hereinafter under this section as "Contractor") must writing by any of the above -de- scribed means. IF comply with Florida public records laws, including but not CUSTOMER IS DISCONNECTING SERVICES FOR ANY limited to Chapter 119, Florida Statutes and Section 24 of REASON, IT MUST DELIVER NOTICE TO BROADWAVE article I of the Constitution of Florida. The BY EMAIL TO: SUPPORT@ BROADWAVE.COM. NOTICE Customer /County and Contractor shall allow and permit BY EMAIL IS DEEMED GIVEN AND DELIVERED WHEN reasonable access to, and inspection of, all documents, BROADWAVE SUP -PORT TICKET IS EMAILED TO SENDER . records, papers, letters or other "public record" materials SENDER in its possession or under its control subject to the Broadwa LLC provisions of Chapter 119, Florida Statutes, and made or received by the Customer /County and Contractor in - ∎• • A .....s. � conjunction with this contract and related to contract ( "Bro • ;lr111110 performance. The Customer /County shall have the right to unilaterally cancel this contract upon violation of this By R te) 5 0z 7 provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the Customer /County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attomey's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 1` Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the Customer /County's custodian of records, provide the Cusomter /County with a copy of the requested records or allow the records to be inspected or copied • .f within a reasonable time at a cost that does not exceed the cost ' provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and 3470 BRADLEY - exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and BRIAN MONROECOUNTY- following completion of the contract if the contractor does not transfer the records to the County. FL.GOV, MONROE COUNTY (4) Upon completion of the contract, transfer, at no cost, to the Customer /County all public records in possession of the Contractor or ATTORNEY'S OFFICE 1111 12 keep and maintain public records that would be required by the Customer /County to perform the service. If the Contractor transfers Street, SUITE 408, KEY WEST, FL all public records to the Customer /County upon completion of the contract, the Contractor shall destroy any duplicate public records 33040. that are exempt or confidential and exempt from public records 35. PUBLIC ENTITIES CRIMES A person or affiliate who disclosure requirements. If the Contractor keeps and maintains public has been placed on the convicted vendor list following a conviction records upon completion of the contract, the Contractor shall meet all for public entity crime may not submit a bid on contracts to provide applicable requirements for retaining public records. All records any goods or services to a public entity, may not submit a bid on a stored electronically must be provided to the County, upon request contract with a public entity for the construction or repair of a public from the Customer /County's custodian of records, in a format that is building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a compatible with the information technology systems of the contractor, supplier, subcontractor, or consultant under a contract Customer /County. with any public entity, and may not transact business with any public (5) A request to inspect or copy public records relating to a entity in excess of the threshold amount provided in Section Customer /County contract must be made directly to the 287.017 of the Florida Statutes, for CATEGORY TWO for a period Customer /County, but if the Customer /County does not possess the of 36 months from the date of being placed on the convicted vendor requested records, the Customer /County shall immediately notify the list. Contractor of the request, and the Contractor must provide the 36. CODE OF ETHICS Customer /COUNTY agrees that records to the Customer /County or allow the records to be inspected officers and employees of the Customer /COUNTY recognize and or copied within a reasonable time. will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida If the Contractor does not comply with the Customer /County's Statutes, regarding, but not limited to, solicitation or acceptance of request for records, the Customer /County shall enforce the public gifts; doing business with one's agency; unauthorized records contract provisions in accordance with the contract, compensation; misuse of public position, conflicting employment or notwithstanding the Customer /County's option and right to unilaterally cont relationship; and disclosure or use of certain information. cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the 37. Insurance. Broadwave shall obtain insurance as Customer /County or pursuant to a valid public records request within specified and maintain the required insurance at all times that this a reasonable time may be subject to penalties under section119.10, Master Agreement is in effect. The coverage provided herein shall Florida Statutes. be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to do business in the State of Florida and that has an agent for service of process within the State of Florida. The Contractor shall not transfer custody, release, alter, destroy or Broadwave shall obtain and maintain the following policies: otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. A. Commercial General Liability with minimum limits of $300,000 (form GL1) B. Statutory Workers Compensation and Employers IF THE CONTRACTOR HAS Liability coverage with minimum limits of $500,000. (form WC2) QUESTIONS REGARDING THE C. Cyb) r Liability with minimum limits of $1,000,000. (form APPLICATION OF CHAPTER 119, Monroe County BOCC should be listed as Certificate Holder and Additional Insured. Broadwave shall provide certifies of insurance FLORIDA STATUTES, TO THE or a copy of all insurance policies. CONTRACTOR'S DUTY TO IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly PROVIDE PUBLIC RECORDS respective authorized representatives as of the RELATING TO THIS CONTRACTS Effective Date. CONTACT THE CUSTODIAN OF Monroe County Board of County Commissioners ( "Customer ") PUBLIC RECORDS, BRIAN By: Kevin Ma.ak C er _ Attest: Clerk i.:1 EY AT PHONE# 305 -292- Deputy Clerk: rk: �i. W :1, Tj_ , id Rice Name: S� I / 1 A 1C I ' :ii- ii:4_,-- t _ ., ii airman Title: .*; MONROE COUNTY ATTORNEY a tt cAP , \�' `+� , CHRISTINE LIMBERT- BARROWS ASSISTANT, OUNTY ATTORNEY DATE: /a 0 / )4 Master Service Agreement "• Order Form Broadwave t - i „ n C� stt omer �(�/�,� Services Order: �-el + �UI� Initial Service Term: Starts on the Installation Name: Date and continues until the expiration of #' 36 full calendar months thereafter. Premises: Extension Service Term: Starts at the end of the Initial Service Term and continues until the expiration A ddress: of one (1) full calendar month thereafter. W 1 W_ 1 2? ; � Installation Fee: $7,500 x 2 = $15,000.00 City, Slate Zip: c)&11.4 St(1, Atijin Estimated Installation: _ TBD Contact: ( "Estimated Installation" means the interval from the "Effective Date" service will be available.) Lisp, %riQa Phone: Ext: Monthly Service Fee: _$1,498.00 Vi VIZT011 -G Z Price: _N /A Email: _{`{ ,r Services: 100mbps / 100mbps Dedicated Internet Service - Marathon Gov. Center - $899/mo N a, 50mbps / 50mbps Dedicated Internet Service — Stock Island Sheriff's Off. - 0 -° $599Ji o )►_ Ist RC Cc a Nota4 a O . +�^ ' �' — CC ons This;�Ement includes any terms attached hereto or incorporated by reference herein, including with— , .3 limitati he Broadwave Master Service Agreement. This Agreement and all terms attached hereto or .10 incor orated herein by reference constitute the entire agreement of the parties with respect to its subje gi P Y 9 P P J ;;�- � z,�, matter, and supersede all prior oral or written agreements, understandings, representations and warran k -- . '�. ` r ri'.' Agreed to as of the Effective Date by: F5 / / /;' ° . ("Effective Date" means the date Broadwave executes his/ Agreement.) M Broadwave Monroe County Board of County Commissioners /075 4 .„, ,,„....-- -- " ( "Broad ") ( "Customer ") 1 B ! ` By: David Rice cF1)#) :'Y"1, MC( Mayor Print: Print: Pfts ibepc ATTEST: Kevin Madok, Clerk Title: 'tie: MUNttOE C A 6 , , m ORNEY 'P; S ,: F 11 ,, l 1 ..�I, _f-- - �( Date ' e u Clerk - .4 LIMBERT -: Date. ((( Date: D p y C ASSISTANT, OUNTY . DATE: a c._,1 Communications 91f. Task Force Update 4 1 I firfr of 5`t:, K Y „J(' Goal of Communications � `�8 Program Post Disaster: .. kg \ , To enable Monroe County employees first I .:,, . men 1 responders and volunteers to be able to Il lift • communicate with each other and with 0 outside entities as quickly as possible ,, ' following a major event /' . , - 7 : 1/ ; , . - Voice • Analog Phone Service (Traditional Landlines) • Voice Over Internet Protocol (Voice traffic converted to data) Television • • Television video is converted to data Data 3 Primary • The ability to route data to and from our C O m o n e nts of Monroe County network to a working Internet connection Communication O Backhaul The transmission of network traffic from a local network to the internet. In our unique geography, our backhauls are the network connections that move our data north to Miami Dade and an internet connection up there O Fiber -Optic Communication (Fiber) Fiber -optic communication is a method of transmitting information from one place to another by sending pulses of light through an optical fiber. The light forms an electromagnetic carrier wave that is modulated to carry information.[] [1] - Wikipedia Monroe County Assets: • •• Omen Red alA Pen,* any Art :rtdM■ • O1 MNGC A • library Mepno1141 PW . ..�,.. _. . FSfl • 46 140:()4WJ Ewrege a & Courthouse BeyYNate� • Spetbraod Y htomcp a f'8 �► K,C .,» Litwin c 1111 • VaAa)� 4nr.t FrMMAI, nh 14..ry w . y1,•drt M abyah a, Carew FSib3 pn FS I Flrn 4:., my Find EA CooH.an ri d $hVa Wan Veer S)etbn A, . + ()PW Ciu+ .ny. N li �t , nr,.r FSIU+ F' Stl/MCSO 151:1 PAX [ OC • 4ry,ot FS9 � A M(:'t) J lkxer,y br »s ( oulfrnw. Aft"" NA Clerk +tl AT &T Cell Phone Towers has of 04/24/18) • k • • • V. A a11E 0 500101 ., `E' 9 - It r 1 1 4 ^ Y IU • 110 1580: i� BanA 29.24,427, . ti92{42 • et*. e8c107 nMru: ww+ :n:wwo-m'4nnx4+�*mwvmmmrnn +nrw+vc vwmurmaan:"�„n" .�:„ _____________AT&T Use Recently Validated AT &T Used Previously — Current Use Not Validated Verizon CeII Phone Towers has of 04/24/18): IP ht „lyu NH ,o ,ute _e. e u , +e , o +182„ ' i , Nd 16 H+nd �3 • rea,t 1 1. , 1 10 $4112i '0 IM24,� ; .4 ` t W0 , 1U 1. 2 ( — wlw. �r k . A . , 0. a erizon Use Recently Validated Verizon Used Previously — Current Use Not Validated Monroe County Communications: • • •• System Availability 1 Week After Irma (Sept. 11th Through 18th) Voice Service Monroe County Analog (Landline) Phone Service Monroe County Voice over IP (VoIP) Phone Service ZOOM Videoconference Service Cellular Phone Service - Cell Tower Cellular Phone Service - COW / COLT Satellite Phone Service Monroe County Motorola Radio System (Sheriff & MC Fire Rescue) Television Service Monroe County Television (MCTV) Data Service AT &T Fiber Comcast Fiber Comcast Cable Internet Portable Satellites (Marathon Gov. Center & Marathon Airport) Network Configuration Broadwave Microwave Backhaul Was not in use by the County Monroe County Radio System Microwave Backhaul Was not in use by the County Broadband Global Area Network (BGAN) Was not in use by the County Met Expectations For Availability Partially Met Expectations For Availability Did Not Meet Expectations For Availability Monroe County Communications: ••• System Availability 1 Week After Irma (Sept. 11th Through 18th) Positionin For Next Storm Voice Service Monroe County Analog (Landline) Phone Service Monroe County Voice over IP (VoIP) Phone Service ZOOM Videoconference Service Cellular Phone Service - Cell Tower Cellular Phone Service - COW / COLT - . Satellite Phone Service b . - - - } Monroe County Motorola Radio System (Sheriff & MC Fire Rescue) Television Service Monroe County Television (MCTV) Data Service AT &T Fiber Comcast Fiber Comcast Cable Internet _Portable Satellites (Marathon Gov. Center & Marathon Airport) _ Network Configuration Broadwave Microwave Backhaul Was not in use by the County Monroe County Radio System Microwave Backhaul Was not in use by the County Broadband Global Area Network (BGAN) Was not in use by the County MEI Met Expectations For Availability Partially Met Expectations For Availability Did Not Meet Expectations For Availability . . •-••••:.:.:*•.- •••••••••••••:::::•:•:•:•:•••.• . .• -*.'...:•:.:•* :-:-:-:::..........................- -.'. - --- .• - .- ' .. *......" ........:-:-.-:•:-.................-..:. -. . • . .: -... --. : : " * • '-::: :: : • .° - ••:•:•::::::: ... .. - - 7....- :....:-:-:.:•:.:. :::',...:-......... :: ... •:::::-... ...............: . .. ••••••••••...-•'....• • •••• .... . - • • • - • • • • • - • • • • - - - • : : •.• - : • :-..:::':::••••••••••••••••••••::::::-::::•:•:•:•:•:•:•:•:•:•:::::::::•:•::::.... •:::::::::::::'..:•:::.:-:-.::......... : : .: .:.:.:...• .... ::.......:.:."-.. '............:-:::.::::•:::•••••••••:-::•:•:•:::•:•:•:•:•:•:•:•::::::::.;.;.;.;:::::• • ..•:::-.....*:::•-:::::::::::::••::::::•:•:::::::: •••• ..•:••• ::::*:. .*.** . -....":.. •••••:"::: -•:::•:•••••••••••:-: :::::...; '.......... ....-.."-•'..•-••••••••••••::•:.:•:-:•:•:-:•:.:-:•:-:•:•:•:••••••••••;.• ... . ..... .......i .. :**••••••••:*:*•':'-'•*:* :::::......-...........-..:•-.....................• • . • • • • • . • • •••••••• .....-:::•::::::::::: : ...:::::::- ............ .....-:- .-* i t .::::::::.:::.:.:-::::::::::::.:.:.- :. ......./......- . . .•••••• i k • • • • • . •••■••• *••••••••••••••••••••••••••••:•••••• ... • ••• ....I ::••••••••••••::::* •••••• ...** •••••• Vilh ...••••••• ••••••••••••• •• :•••.••••• %X* •••:* • • •••••••••• a • •• • • ...• . • • : :•••• • •••••••• •••••• .• . •••• •••••• ••• :•:••••••••• • .• • • ‘.....*:••••• ' .• k•••••••••••Ak.......•••••••••46.••••••••:::•Ak.••••‘ •••••••:::.::••••••• ' :::••••••••• .....• • ' ••••••:••••• . ••••‘ .•• , • • • • • .• ..• W:Wit:111P. •-• • :•: :••••::. . -:•:•••••••:•:••••••••••••••••:.;........... •• .......... . • -••••••... .•:•:•:•••::::::::::::::::......... • . . .. •••••••••••••••••••.• ............ :.:-::::::::::•:•:•;•• . . • ............... .::::•:•:•:•:•:•: . , • • .. • • • •••••••••••••••:::•:•:•:•:•:•:, :::::::::::::::. . ., ••••••••:••••:•:•:•:•::::: --.-.•-•••••••• • ...., .. .•:::::::::•::: •••:•:::•:•:•:•:•••., • • • ••••••• ... •:•:.:•:•:•:•:.- :::.•::;:"•:::::::::.*:.:: :•:•:•:•:•:•• ::::::::::. • •••••••••••••••• ...... ....... .......• .....•.. •,......... ......... ...........• •:•:•:•:••• -.. • ...::•:•• . •:•:•:•••• . .. ........... • : . .....:::. •:::. c _ Communications Capabilities: Introduction of Mr. Mark Pallans, qualified expert who will discuss a proposed communications tower on Cudjoe Key • . . . • , • . • . , . . . . • . . . , . • • I . • .i.,,,• s 4 . . . . „. . . . • . . , • . . . • . . • . ■ . , • . .. . . . . , „ i•-•„, .c.,...,,,,,t 14 . , . . . 4 • . • , • . . . . . . . • 4. . t . 4 s • . • A . . . , _ . A tv- ., , .. • , , , • Thank You • V ; lir lk, . . . . ••.,, . t'' . . , . . . . . i • ... , • iotki •,,, , 4 ‘ . , .. . • . • - ‘ . , • III. , • A � � ® DATE (MM /DD /YYYY) `� CERTIFICATE OF LIABILITY INSURANCE 08/17/2018 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 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 CONTACT NAME: Hiscox Inc. (PJC, PHO N E No, Ext): (888) 202 -3007 I FAX No): 520 Madison Avenue E-MAIL contact@hiscox.com 32nd Floor ADDRESS: New York, NY 10022 INSURER(S)AFFORDINGCOVERAGE NAIC # INSURER A: Hiscox Insurance Company Inc 10200 INSURED INSURER B : _ Broadwave, LLC INSURER C : 1111 12th St Ste 106 Key West, FL 33040 INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 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 SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR T YPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MMIDD/YYYY) (MM/DD/YYYYI X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 3,000,000 DAMAGE TO RENTED CLAIMS - MADE X OCCUR PREMISES Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 A Y Y UDC - 1633951 CGL - 18 09/25/2017 09/25/2018 PERSONAL B ADVINJURY $ 3,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 X POLICY I JET LOC PRODUCTS - COMP /OP AGG $ S/T Gen. Agg OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER I OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE I I N / A E.L. EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED7 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AAP•Rt% I D NY_ MENT BY DA *'4 1t WAIV ' CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton St. Key West, FL 33040 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 6 2,4 I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD BROAINC -02 LROETS ACOR DATE (MM /DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 08/17/2018 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to 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). CONTACT PRODUCER NAME: AP Intego Insurance Group, LLC FAx 1601 Trapelo Rd Suite 280 (A /� No, Ext): ( A/C, No): Waltham, MA 02451 F dD Ross: s upport@apintego.com INSURER(S) AFFORDING COVERAGE NAIL # _ INSURER A : The Hartford*** 10456 INSURED INSURER B : Broadwave, Inc INSURERC: _ 1107 Key Plaza, # 300 INSURER D : Key West, FL 33040 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 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 SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM /DD/YYYYI (MM /DO/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY 13E9i LOC PRODUCTS - COMP /OP AGG $ OTHER: $ AUTOMOBILE LIABILITY ( COMBINED SINGLE LIMIT ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY _ AUUT p BODILY INJURY (Per accident) $ AUTOS ONLY A UTO O N Y (PBerr accident) p AMAGE _ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE DED RETENTION $ $ A WORKERS COMPENSATION X STATUTE ER AND EMPLOYERS' LIABILITY Y i N 76WEGAA9TQB 11/22/2017 11/22/2018 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N I A 1,000,000 (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ It Yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ I I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) APP E VE :Y •I'' ; ► Igo BY DATE :4 i ►ice CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Bocc THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD