Agenda 6-a - Broadband Initiatives Update and Approval of Proposed Agreement with Open Broadband for Wireless Broadband Appurtenances on County Facilities

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8 9. Indemnity. Provider shall carry insurance to indemnify, protect, and save harmless the County from any and all claims and demands for damages to property and injury to or death of persons, including payments made under any Workers' Compensation Laws, or under any plan for employee's disability and death benefits which may arise out of or be caused by the erection, maintenance, presence, use or removal of Provider antennas, cable, equipment and necessary appurtenances at the tower site. Provider shall also indemnify, protect, and save harmless the County from any and all claims and demands of whatsoever kind which may arise directly or indirectly from the operations of Provider's facilities, including by not limited to taxes, special charges by others, claims and demands for damages or less for infringement of copyrights, libel and slander, unauthorized use of frequencies, etc. 10. Termination. Either party may terminate this lease upon ten(10) days notice. 11. Hazardous Substance. Provider shall not introduce or use any such substance on the site in violation of any applicable law. Provider understands that if the County needs to remove the old paint and repaint the tower and the old paint contains sufficient levels of lead that it will require special handling and containment in its removal. Provider agrees to cooperate fully with the County in whatever steps are necessary for the removal of the old paint and the repainting of the tower. Provider agrees to hold the County harmless of any interruption of service or possible damage of their equipment during this process. 12. Miscellaneous. (a) This agreement applies to and binds the heirs, successors, executors, administrators and assigns of the parties to this agreement; (b) this agreement is governed by the laws of the State of North Carolina; (c) this agreement constitutes the entire agreement between the parties and supersedes all prior written and verbal agreements, representations, promises or understandings between the parties. Any amendments to this agreement must be in writing and executed by both parties; (d) if any provision of this agreement is invalid or unenforceable with respect to any party, the remainder of this agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable will not be affected and each provision of this agreement will be valid and enforceable to the fullest extent permitted by law. 13. Waiver. The failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 14. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. 15. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of OC Tower Agreement 1.0