CONTRACT FORM. Department. PLr-3. Contract Name. Brief Description c c. ZwE\ kt cj jt. Begin Date. End Date

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1 CONTRACT FORM Department Contract Name c_ PLr-3 Brief Description c c ZwE\ kt cj jt Begin Date End Date

2 REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into and effective this 18th day of October 20 by and between Sprint Communications Company L.P., a Delaware limited partnership, and its successors and assigns (hereinafter referred to as "Sprint"), whose mailing address is 6391 Sprint Parkway, Overland Park, Kansas 66251, Mail Stop: KSOPHTOIOI-Z2040 and Columbia County, FL (hereinafter referred to as "Columbia County") whose mailing address is P.O. Box 1529, Lake City, FL BACKGROUND: Columbia County, FL desires to redesign the Bascom Norris Drive Bridge located in Columbia County, FL on the route of the CSX Rail Road right of way, ('Project"). Sprint owns fiber optic cable and other equipment within the aforementioned right of way as a result of Cable Right-of-Way Easement Agreement dated December 6, 1990; and, As a result of the construction for the Project, it is necessary for Sprint to relocate approximately 350 linear feet of fiber optic cable in accordance with, and as more particularly described, in the attached Exhibits A ("Engineering Drawing") and B ("Scope of Work"), and incorporated herein; and, Sprint, under the terms hereinafter stated, is willing to relocate its fiber optic cable and equipment within the CSX right of way, and to accommodate Columbia County's work if Columbia County reimburses Sprint for all of its actual costs, both direct and indirect, in making the modifications. AGREEMENT In consideration of the promises and mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which is acknowledged, Sprint and Columbia County agree as follows: Sprint will perform the necessary protection in work in accordance with the attached Exhibits A and B ("Work") subject to the terms and provisions of this Agreement. Columbia County represents and warrants to Sprint that Exhibits A and B accurately represent the Scope of Work requested of Sprint. Columbia County may, at its own expense, inspect any construction by Sprint hereunder, to assure itself that Sprint work is being performed in accordance with the Scope of Work. Columbia County will bear and be responsible for and pay in accordance herewith all direct and indirect costs incurred by Sprint and relating to the relocation Work, including, but not limited to, labor, materials, construction, damages, administrative overhead, engineering review work, taxes and legal fees. The total cost of the Work is estimated to be Thirty-nine Thousand Three Hundred and Thirty-nine Dollars and eleven Cents ($39, ). as set forth in Exhibit C. Final actual costs may be more or less than the estimate, which will not be construed as a limitation of costs for the Work. Sprint will promptly provide notice to Columbia County if it becomes obvious to Sprint that the final actual COStS will exceed the estimate by more than fifteen percent (15%). CED: AID:

3 Within a reasonable period of time after Sprint pays all of the invoices associated with the Project and the as-built drawings are complete, Sprint will furnish an accounting of final actual costs and provide Columbia County an invoice of the same. Columbia County must pay the full amount of such invoice within thirty (30) days after receipt. Payments shall be sent to: UMB Bank Sprint P.O. Box Kansas City, MO All operations and work performed by Columbia County above or adjacent to the fiber optic cable location must be performed in a workmanlike and safe manner and in conformance with all applicable industry standards and government regulations, and in accordance with any restrictions.and conditions that may be imposed by Sprint from time to time. No work may be performed within the existing right of way by Columbia County until the fiber optic cable and other equipment modifications have been completed. Exclusive of Saturday, Sunday and legal holidays, notice must be given to Sprint by Columbia County, at least 48 hours in advance of commencement of any work on or adjacent to the fiber optic cable. The notice shall be given to Sprint at telephone number II Columbia County breaches any of the terms, covenants or provisions of this Agreement, and Sprint commences litigation to enforce any provisions of this Agreement, the cost of attorneys' fees and the attendant expenses will be payable to Sprint by Columbia County upon demand. Columbia County will indemnify, defend, and hold Sprint, its officers directors, agents and employees harmless from all loss, claims, liability and costs incurred by Sprint, including, without limitation, losses resulting from claims for damages to property or injuries to or death of persons, judgments, court costs and attorneys' fees, which arise out of or arc claimed to have arisen out of the acts or omissions of Columbia County, its contractors, subcontractors, representatives, agents, or employees with respect to the Project, including, but not limited to, the construction, maintenance, presence on the right of way, or other operations or activities of Columbia County. it. It is expressly understood by the parties that Sprint is not abandoning any right, title or interest it may have in the right of way, all such rights, title and interest being expressly reserved. It is expressly understood by the parties that there is a shortage in the availability of fiber optic cable due a reduction in supply. Sprint shall not be held responsible for Project delays due to delays in the availability of fiber optic cable or other components. Except as otherwise specifically provided in this Agreement, neither party shall be in default under this Agreement if and to the extent that any failure or delay in a party's performance of one or more of its obligations hereunder, excepting Columbia County's obligation to make payments required hereunder, is caused by any of the following conditions, and such party's performance of such obligation or obligations shall be excused and extended for and during the period of any such delays: unforeseen act of Clod; fire; flood; fiber, cable, conduit or other material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders therefore; lack of or delay in transportation not resulting from the responsible party's act or omission to act; government codes, ordinances, laws, rules, regulations or restrictions; war or civil disorder; any other cause beyond the reasonable control of such party (each a "Force Majeure Event"). The party claiming relief of a Force Majeure Event must promptly notify the other in writing of the existence of the event relied on and the cessation or termination of the event. This Agreement supersedes every antecedent or concurrent oral and/or written declaration and/or understanding pertaining to the fiber optic cable modification work by and between Sprint and Columbia County, Cl]): AID:

4 The terms of this Agreement shall be binding and inure to the benefits of the parties hereto and their successors and assigns. All costs for flagging, if necessary, by CSX will be at Columbia County's expense. Notwithstanding anything to the contrary contained herein, Sprint will not be required to perform any cable modification work contemplated by this Agreement during the period of November 15th of any year through January 2nd of the following year. The parties have caused this Agreement to be executed by their proper duly authorized officials as of the dates indicated below. SPRINT COMMUNICATIONS COMPANY L.P. et Fri 7 Chairperson CD: AID:

5 EXHIBIT A

6 3TIIAMDS)Iovr 01 CS YJ.S La0000eg 3s 4OL 105K1130N3 5c.c d LI4I4 54eV) Lt V4e L53A) )N00 5V4eV)5d 0N9 50- S50Vl50SOV3V 25 l33i5d0.54e3 O55 3d I5' 3OSITI005II SrL xcca.a...lcc IL.,.5.. fll50l54ev) ti. L52I03I Oros L53.V0 003 SrW 501X , ILWWUUJV) L501dS4eVO Wtl 55010IMV) PtN50U 5)0103 SrII 1'50'd 5*500 $, 3501 WOd HO '05 I313iH0 m23 cgi I - 1Sl1J$t10 4 IflOIL8500 a4 3 ) 5005V) O S1' )010) *523115)0103 5)23 5*54115* p5-lo I0'50 C) LI L*5WIjS)IIVO 50-0) AWSII540M 65*00 LI f II _J _.. -. ]0r4iV VIS ca0000aa 3S W1j SIll?) I00ItO50flaN 4101

7 EXHIBIT B

8 FL, Lake City Bascom Norris Drive 92766E37 Scope of Work The scope of work for this project is to cover all costs associated with the realignment of Sprint's existing Fiber Optic Cable (FOC) and the addition of 4" Split Black Iron Pipe (SBIP) across the Columbia County Right of Way (ROW) for their upcoming new Bascom Norris Drive bridge construction project. The costs associated with this project includes the addition of 350' of 4" SBIP, 360' of 1.5" Split HDPE, 360' of 1.5" HDPE, the labor and equipment to add this material and the CSX Rail Road requirements of a RR Flagman (Safety) and an Ospre' Inspector, plus all associated Sprint contractual employees time and overhead. Columbia County will locate the corners of the newly acquired County ROW where it intersects with the existing CSX RR ROW on the northeasterly side and the northwesterly sides of this project. In addition, Columbia County will locate the centerline of the new bridge. In turn, Sprint's contractors will adjust the running line of Sprint's FOC and extend the SBIP equipped with 2 HDPE inner ducts past the newly acquired Columbia County ROW. Performing these changes will help fortify Sprint's FOC against possible damages during the construction of the new bridge and future maintenance issues that will arise and meet Sprint's standards for DOT ROW crossings. This project is located along the Jacksonville, FL to Atmore, AL Route, NTWRK SH 01 ofol from approx. STA to approx. STA

9 EXIUBIT C

10 COST ESTIMATE BY CATEGORY FL, Lake City Bascom Norris Drive Contractor Labor & Equipment $11, Contractor Supplied Material $10, Contractor Labor for Inspection and RR $12, Company Labor $ 3, Company Overhead $ 1, Project Total $39,

11 ADDENDUM ONE TO REIMBURSEMENT AGREEMENT BETWEEN SPRINT COMMUNICATIONS COMPANY. L.P AND COLUMBIA COUNTY. FLORIDA THIS ADDENDUM TO REIMBURSEMENT AGREEMENT ("Agreement") bctwecn SPRINT COMMUNICATIONS COMPANY, L.P. ("Sprint") and COLUMBIA COUNTY, FLORIDA, ("Columbia County"). The Agreement between the parties is modified or amended in accordance with this Addendum as follows: I. Paragraph 9 of the Agreement is reworded as follows: If either party to this Agreement breaches any of the terms, covenants or provisions of this Agreement, then the other non-defaulting party shall recover from the defaulting party reasonable attorney's fees and costs incurred in enforcing any provisions of this Agreement or defending its right pursuant to this Agreement. Paragraph 10 will be deleted and reworded as follows: The parties rccognize and acknowledge that Columbia County is a political subdivision of the State of Florida, and as a political subdivision, Columbia County's liability shall be limited by the provisions of sovereign immunity as set forth in Section , Florida Statutes. Nothing in this Agreement shall be construed as a waiver by Columbia County of such sovereign immunity. Except as otherwise provided herein, Sprint and Columbia County shall cach be liable for its own acts or omissions or other breach of this Agreement as to all losses, claims liability and costs, including, without limitation, losses resulting from claims or damages to property or injuries or death of persons, judgments, court costs, and attorney fees which arise out of or are claimed to have arisen out of the acts or omissions of the responsible party, its contractors, subcontractors, representatives, agents or employees with respect to the project, including, but not limited to, the construction, maintenance, presence on the right-of-way, or other operations or activities by the responsible party. Each party shall notify the other within 60 days of the discovery of any claims made by third parties. Nothing in this Agreement shall be construed to provide any rights or benefits to third party beneficiaries. Add paragraph 18 as follows: This Agreement shall be governed and construed in accordance with the laws of the State of Florida.

12 IN WITNESS WHEREOF the parties have executed this Addendum to Agreement this 18th day of October COL By: Titf BIA COUNTY, FLORIDA /klip- et r s Chairperson 1I1kMAL SPRINT COMMUNICATION COMPANY, L.P. 2