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SITE LEASE AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND CONTERRA ULTRA BROADBAND, LLC £ ¤ pt . THIS SITE LEASE AGREEMENT (hereinafter "Agreement") is made as ofGetehe1· ' 2015 (the "Effective Date") by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "City"), and Conterra Ultra Broadband, LLC, a South Carolina limited liability company, 2101 Rexford Road, Suite 200E Charlotte, North Carolina, 28211 (hereinafter "Conterra"). Background City owns, leases, licenses or manages certain real property more fully described in Exhibit to this Agreement (the "Property"). City owns, operates and/or manages a water tower (the "Tower") and related improvements (collectively, the "Facilities") located on the Property (the Property and the Facilities being sometimes collectively referred to as the "Site"). City desires to license to Conterra, and Conterra desires to license from City, a portion of the Property and the Facilities, together with non-exclusive access thereto for ingress, egress and utilities (collectively, the "Premises"), on the terms and conditions and as more particularly described in this Agreement. In consideration of the mutual covenants contained in this Agreement and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows: 1. Description and Use of Premises. City hereby licenses to Conterra, and Conterra hereby licenses from City, the Premises as described in Exhibit solely for the installation, maintenance, repair and operation of the telecommunications equipment described in Exhibit (the "Equipment"), all of which Equipment shall be located within the Premises as specified in Exhibit This Agreement is and shall be subject and subordinate to, and Conterra shall use and occupy the Premises so as not to cause a breach of, any and all instruments and agreements from which City's rights of use and occupancy of the Site derive (collectively, a "Ground Lease"). 2. Term; Renewals. A. Initial Term. The initial term of this Agreement shall commence on the commencement of the construction or sixty (60) days after the Effective Date, whichever occurs first ("Fee Commencement Date") and shall end on the day prior to the seventh (7111) anniversary of the Fee Commencement Date. B. Renewal Options. So long as a default has not occurred hereunder, Conterra shall have the option to renew the term of this Agreement, on all of the same terms and conditions, except that the Rent (as defined in Section 3) shall be adjusted in accordance with Section 3, for four successive renewal periods of five years each unless City determines to terminate Agreement as provided in Section 2 Conterra shall be deemed to have exercised its option to renew this Agreement and this Agreement shall automatically renew unless City receives a written notice from Conterra at least ninety (90) days but not more SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE 1 OF22 2.D \ 'S \ 38 ---PAGE BREAK--- than one hundred eighty (180) days prior to the end of the then-current term electing to let the Agreement expire. C. Term and Termination. The word "term" as used in this Agreement shall include the initial term and any renewal period exercised by Conterra. Conterra shall have the right at any time after the initial term or any renewal to terminate Agreement for any cause by providing sixty (60) days notice, to City. City has the right to terminate Agreement for any cause by providing Conterra with sixty ( 60) days notice of intent to terminate Agreement. 3. Rent. Conterra shall pay City the basic rent set forth on Exhibit as fixed minimum rent (herein called "Rent") for the first year of the Term; payable in twelve (12) installments of three hundred fifty dollars ($350) in advance with the first installment due on the Effective Date and all other installments due on the first of the month. At the end of the first year and every Lease Year thereafter, Rent automatically shall be increased on each anniversary of the Commencement Date by an amount equal to three percent of the Rent for the immediately preceding Lease Year. Conterra shall pay such increased Rent during each succeeding lease year without notice from City. The term "Lease Year" as used in this Lease shall mean each consecutive twelve (12) month calendar period, the first of which shall commence on the first day of the month during which the Effective Date occurs and the last of which shall end at the termination of the Lease. 4. Construction. A. Equipment. Conterra agrees that all of the Equipment to be installed upon the Premises, and the location thereof, will be in exact accordance with that specified within Exhibit Any deviation from the aforementioned shall result in a default with respect to this Agreement. Conterra may replace its existing Equipment at any time with identical or substantially identical (in dimension, as well as specification) equipment. City shall have the right to move Conterra's Equipment on the Tower to a different location on the Tower as long as the Equipment move does not interfere with Conterra's transmission. City will give Conterra thirty days (30) days notice of any Equipment move. B. Pre-Construction Procedures. Prior to installing any Equipment or making any modifications, enhancements or changes thereto (other than replacements of identical items at the same location) (collectively, the "Work"), the following procedures shall be adhered to: i. Conterra shall submit to City detailed plans and specifications (the "Plans''), accurately describing all aspects of the proposed Work to be performed, including weight and wind load requirements and power supply modifications, enhancements or requirements and evidence that Conterra has obtained all approvals, permits and consents required by, and has otherwise complied with, all federal, state and local laws, rules, regulations, safety and other codes and ordinances ("Legal Requirements") applicable to the performance of the Work. ii. Conterra shall not commence any of the Work until City notifies Conterra of its written approval of the Plans, which approval, with respect to Conterra's initial installation, will not be unreasonably withheld so long as the Plans conform to the requirements of this Agreement. 111. To the extent required by local authorities, Conterra will obtain, at Conterra's cost and expense, all required local governmental or quasi-governmental approvals and permits SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE20F22 ---PAGE BREAK--- for construction and operation of the Equipment. Conterra shall provide City with copies of such approvals and permits immediately upon receipt. iv. In engaging anyone to perform any portion of the Work and to the extent permitted by law, Conterra shall obtain and record a written waiver from any contractor, subcontractor, laborer or materialman of all rights under State material and mechanic lien laws or other laws to impose a lien on the Site or on any of City's property. In addition, Conterra shall provide City with worker's compensation and general liability insurance certificates naming City as an additional insured and otherwise satisfying the coverage requirements described in Section 8 and covering any and all persons who will be entering the Site in connection with performance of the Work. Conterra shall be solely responsible and liable to City for Conterra's failure to obtain or deliver to City the required insurance certificates from Conterra's approved contractor. C. Performance of Work. Upon completion of the procedures set forth in subsection B above, Conterra shall provide City with prior notice of the date upon which Conterra shall commence the installation of Conterra's Equipment. The following shall apply to performance of the Work: i. Conterra shall perform, or cause to be performed, all of the Work in compliance with the Plans approved by City and with all Legal Requirements. Conterra shall ensure that the Work does not interfere with communications systems, equipment and operations of other pre-existing licensees or users on the Site. ii. All Work shall be performed by qualified contractors (including steeplejacks or other tower climbers), subject to the approval of City. Notwithstanding the foregoing, City reserves the right, in its sole discretion, to refuse to permit any person or company to climb any tower structure owned or leased by the City. Conterra shall pay all invoices oflabor and materialmen in a timely manner to prevent the imposition of any liens on City's property or Conterra's property located on the Site. 111. In no event shall Conterra install or cause to be installed any additional utilities without the prior consent of City, which consent shall not be umeasonably withheld. D. After Completion of Work. i. Upon the completion of Conterra's installation of its Equipment, but in no event later than ten (10) business days following such completion, Conterra shall provide City with as-built drawings of the Equipment installed on the Premises. ii. Conterra acknowledges and agrees that, upon reasonable prior notice (except for emergency situations), Conterra shall reduce operating power or cease operation of its Equipment which is necessary to prevent the overexposure of workers on the Tower to RF radiation. 111. Conterra agrees to comply with the reasonable directions and requirements which City, in its discretion, may from time to time establish in connection with the Site and the operations of Conterra on the Premises, provided that such directions and requirements do not umeasonably interfere with Conterra's ordinary course of business or operations. E. Inspection Rights. City reserves the right to perform a pre-installation and/or post-installation audit and review with Conterra, and Conterra shall fully cooperate with any SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE3 OF 22 ---PAGE BREAK--- such reasonable request by City and shall respond to and address any reasonable concern of City as a result of such audit. F. Costs. All Work shall be performed at Conterra's sole cost and expense (including to any structural analysis or structural modifications and the installation of any of Conterra's Equipment, any modifications, enhancements or requirements with respect to the electrical power supply, and the preparation of the Plans and as-built drawings). City shall cooperate with Conterra in Conterra's efforts to obtain any permits or approvals that may be necessary to comply with the requirements of this Agreement; provided, however, City shall not be required to expend any funds or undertake any liability or obligation in connection with such cooperation. City may, in its sole discretion and if available, make available to Conterra in exchange for an administrative fee, information which it may periodically collect from all users of the Tower which may be useful to Conterra in demonstrating RF compliance. 5. Access. Subject to the Ground Lease, if applicable, and such reasonable security rules as City may from time to time impose on a non-discriminatory basis for all users of the Property. All access for installation and of the Equipment shall be done during normal business hours of 8 a.m. to 5 p.m., local time, Monday through Friday, with at least twenty four (24) hours advance notice to City. Conterra may make arrangements to perform work outside of normal business hours by providing one week notice and Conterra will be required to pay for City staff time for all hours outside of normal business hours at the rate of the City staffs usual hourly pay rate. In emergency situations, Conterra may have access to make repairs to Conterra's equipment after providing one hour notice to City and Conterra will be required to pay for City staff time for all hours outside of normal business hours at the rate of the City staffs usual hourly pay rate. In emergency situation access, Conterra will be billed a minimum of two hours of City staff time. City does not guarantee such access when weather conditions, road conditions and other elements outside of City's control might affect Conterra's access to and from Premises. 6. Maintenance. Operation and Ownership of Equipment by Conterra. A. Maintenance and Operation. Conterra shall, at its own expense, maintain the Equipment on or attached to the Premises in a safe condition and in good repair, in accordance with Legal Requirements, and in a manner suitable to City so as not to conflict with the use of the Site by others. All repair and maintenance of Conterra's Equipment shall be performed by qualified technicians, duly authorized to enter the Premises as Conterra's agents or employees. Without limiting the foregoing, Conterra shall comply with all applicable requirements imposed by Part 17 of the FCC's rules and regulations and any other applicable Legal Requirement as soon as practicable after installation or approved modification of Equipment. All transmitters operated by Conterra upon the Premises shall include the use of, for example, a single stage isolator or a single bandpass cavity, or such other devices which may reasonably prevent or deter the creation of harmful electrical interference. City may determine, from time to time and as is reasonable and necessary, other similar requirements for safe, interference free operation of Conterra's Equipment upon the Premises and Conterra shall comply with all such requests. B. Ownership. Any and all Equipment (except electrical service) installed by Conterra shall remain Conterra's, notwithstanding the fact that it may be affixed or attached to the realty or the Premises, and shall, during the term of this Agreement, and upon termination thereof, belong to and be removable by Conterra, unless said removal would result in damage SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE 40F22 ---PAGE BREAK--- to the Site in the sole opinion of City. Conterra agrees that the Site and associated realty shall not be damaged by Conterra's use and occupancy and that Conterra shall make any repairs necessitated by Conterra's use and occupancy, removal of Equipment, or otherwise, ordinary wear and tear excepted. 7. Maintenance of the Site. A. City's Rights and Obligations. City hereby warrants that the Premises have been constructed and will be operated and maintained in accordance with applicable Legal Requirements. City reserves to itself and its successors and assigns, the right to maintain the Site and to operate telecommunications facilities thereon in such manner as will best enable each to fulfill its own requirements, but in accord with the covenants contained herein, including City's promise to maintain the Site in merchantable condition. City shall not be liable to Conterra for any interruption of Conterra's service or for interference, including electrical interference and interference created by intermodulation, with the operation of Conterra's Equipment arising from use of the Premises hereunder, except as such responsibility is specifically set forth herein. Under no circumstances shall City be liable for consequential damages to any party, including third parties, arising out of interruption of Conterra's service. B. Conterra's Conduct. Conterra promises to cooperate fully in City's efforts to maintain the peaceful occupation of the Premises, including Conterra's agreement to cooperate in maintaining the cleanliness of the Premises; in constructing its Equipment in a safe, reasonably quiet, and non-disruptive manner; in assisting in maintaining the security of the Premises by reasonably limiting the number of persons with access to the Premises; and in directing its employees to treat all other users of the Site with civility and courtesy. 8. Indemnification and Insurance. A. Indemnities. Conterra shall indemnify City against any and all claims and demands for damages to Property and injury or death to persons, arising out of or caused by the installation, maintenance, presence, use or removal of the Equipment on the Premises, unless such damage or injury shall be due to the sole negligence of City, its employees, agents, or invitees. B. Insurance. Conterra shall obtain and maintain commercial general liability insurance in an amount equal to one million dollars 1,000,000) during the term of this Agreement and any renewal period, covering Conterra's use of the Premises. Such insurance policy shall name City and Conterra as additionally insured persons. Conterra shall also carry worker's compensation insurance and automobile insurance as required by law. Conterra City shall be responsible for maintaining any insurance covering Contena's own property located on the Site; the lives and health of their respective agents, employees and invitees; damage or injury to another person or another person's property caused by the acts or omissions of Conterra' s own agents, employees, or invitees; and any other business or liability insurance which Conterra may deem necessary to Conterra' s interests. C. Waiver of ubTogation. Conterra hereby waives and releases any and all rights of recovery, claim, action, or causes of action, against City, its agents, officers or employees, for any property loss or damage by reason of fire, the elements or any other cause which could be insured against under the terms of standard property, liability, fire and extended coverage insurance policies, regardless of cause or origin, including negligence of other party SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE 5 OF22 ---PAGE BREAK--- hereto, its agents, officers or employees, and each party covenants that no insurer shall hold any right of subrogation against City. D. fold Harmless. Conterra hereby agrees to hold harmless City and all persons from whom City has given authority for the purposes of City entrance into and performance hereunder (if such person(s) are third parties), for any and all injury or damages arising out of Conterra's occupation, use or employment of the Premises, including all injury, loss or damages to Conterra and its agents, assigns, successors, employees, invitees or permitees. 9. Default. A. Notice and Cure. Neither Conterra nor City shall not be deemed in default under this Agreement until the non-defaulting party has given the other written notice of any default hereunder. If such default is capable of cure, the defaulting party shall have ten (10) days with respect to monetary defaults, and thirty (30) days with respect to all other defaults, after receipt of such notice, within which to cure the default; provided, however, that where a non monetary default cannot reasonably be cured in such thirty (30) day period and if the defaulting party shall proceed to cure the same within such thirty (30) day period and shall prosecute such curing with due diligence, the time for curing such default shall be extended for such period of time as may be deemed reasonably necessary to complete such curing, not to exceed sixty (60) days from receipt of notice. B. Exceptions. Notwithstanding the provisions of subsection A: i. In the event of a Conterra default in emergency circumstances (as shall be interpreted in City's sole discretion), or Conterra causes a default under the Ground Lease, if any, then City shall have the right, but not the obligation, to take immediate action as City deems prudent in the circumstances, without giving of notice or waiting for any Conterra cure period to elapse, and with City's costs so incurred to be paid by Conterra. ii. The parties shall deem Conterra to be in default, without notice or cure period being provided to Conterra (except as expressly provided below), if any of the following occurs: Conterra is declared bankrupt, files for bankruptcy protection, is adjudged insolvent or has a receiver appointed to manage Conterra and/or its assets; Conterra is found by a court of competent jurisdiction to have engaged in felonious activity in the operation of Equipment; ( c) Conterra causes any unbonded lien to be placed on or against any real property, structures or appurtenances which are part of the Site and which is not satisfied and removed within thi1iy (30) days of its placement; or following notification by another user of the Site, City's agents or employees, the FCC or any other governmental authority that operation of Conterra's Equipment is causing interference with, or injury or damage to, other persons or users or their operations, or is being operated in violation oflaw, Conterra fails to cure immediately such problems (by ceasing to operate or otherwise), or conclusively refute such allegations to the satisfaction of City, within forty eight ( 48) hours following notification (which notification may be by telephone). 10. City's Rights and Remedies. A. Remedies. Upon the occurrence of a default, the giving of notice, if required, and the expiration of any applicable cure period without Conterra effecting a cure, City shall, in addition to all other remedies available at law or equity, have the following rights and remedies, all of which shall be cumulative and may be exercised singly or in any combination, except as expressly provided herein to the contrary: SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE 60F22 ---PAGE BREAK--- i. City shall have the right to accelerate all charges due to City from Conterra for the remainder of the term of this Agreement and Conterra shall pay the same upon demand. ii. City shall have the right, but not the obligation, to cure any uncured default by Conterra, with City's costs so incurred to be paid by Conterra. 111. City shall have the right to disconnect the electrical power to Conterra's Equipment, which act shall be without liability to City and City shall not be liable for any damages, loss of revenue, claims, or injuries caused by City arising out of disconnection of Conterra's Equipment, except for such property damage as is caused solely by City's gross negligence. 1v. City may immediately terminate this Agreement. B. Termination Regarding Approvals. If Conterra is unable or fails to obtain all necessary permits and approvals within ninety (90) days after the Effective Date, City shall have the right to terminate this Agreement without further liability to either party. C. Effect ofTennination or Expiration. Upon termination or expiration of this Agreement in accordance with any of its terms, Conterra shall immediately remove its Equipment from the Site. Conterra's failure to remove its Equipment within ten (10) business days following the expiration or termination of this Agreement shall entitle City to receive from Conterra storage fees in an amount equal to one hundred dollars ($100) per day beyond such ten (10) day period. In addition, after such ten (10) day period, City may physically remove and/or dispose of the Equipment, without any liability with respect thereto. 11. Casualty and Condemnation. Casualty. If the Premises are damaged or destroyed such that Conterra is unable to operate the Fee Equipment, and City decides not to repair or reconstruct the Premises, or if City is unable to make such repairs or reconstruct the Premises, Conterra shall have the right to terminate this Agreement by written notice, without further liability to either party. If City elects to repair or reconstruct the Premises within a reasonable period of time, this Agreement shall continue to bind the parties, but the License Fee shall abate during the period commencing on the date of destruction and extending to the date of completion of the repairs or reconstruction. In the event that Conterra te1minates this Agreement under this section, City shall return to Conterra all prepaid rents collected by City which represents that period commencing upon the date of destruction of the Premises. Nothing contained herein shall be deemed a guarantee by City to repair or reconstruct the Premises following destruction. 12. Assigim1ent of License; Financing Arrangements. A. Transfers. Conterra shall not assign this Agreement without the prior written consent of City, except City will not umeasonable withhold consent to such assignment to any purchaser of Conterra or (ii) Contena's parent corporation or an affiliate of Conterra, so long as such assignee is also the successor to Conterra's FCC license to operate Conterra's Equipment and agrees in writing to be bound by all terms and conditions contained herein. Any assignment not in strict conformance with the foregoing shall be deemed void. Contena shall provide City with written notice of any permitted assignment and written confirmation from any assignee that such assignee agrees to be bound to the terms and conditions of this Agreement. SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE 7 0F22 ---PAGE BREAK--- B. Assignment for Financing. City hereby agrees to not unreasonably withhold consent to Conterra's assignment of this Agreement to any financing entity, or agent on behalf of any financing entity, to whom Conterra has obligations for borrowing money or in respect to guarantees thereof; (ii) has obligations evidenced by bonds, debentures, notes or similar instruments; or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guarantees thereof. 13. Attorneys Fees. In the event that either party brings a law suit to compel the performance of the other party hereunder, the substantially prevailing party in such suit shall be entitled, in addition to all other remedies at law or equity, to reimbursement for all reasonable attorney's fees and costs paid to bring or defend such suit. 14. Manner of Giving Notice. Any written notice to be given under this Agreement shall be mailed to each party at the address shown below. All notice shall be sent by certified mail, postage prepaid, return receipt requested; or by a reputable express carrier, by overnight delivery service and with verification of receipt, and shall be deemed given when so mailed or sent. City: City of Moscow, Idaho attn: Jesse Flowers, IS Director P 0 Box 9203 Moscow, Idaho 83843 Conterra: Conterra Ultra Broad Band, LLC attn: General Counsel 2101 Rexford Road Suite 200 E Charlotte, North Carolina 28211 15. Quiet Enjoyment. City covenants and agrees that upon Conterra's paying the License Fees and other applicable charges hereunder and performing in accord with the terms and conditions stated herein, Conterra may peacefully and quietly enjoy the Premises, subject to the terms and conditions of this Agreement. 16. Pass Throughs. Pro Rata Charges. In addition to the annual fee payments to be made by Conterra, Conterra agrees to pay its reasonable pro rata or representative portion of any increase in taxes, excluding income taxes; any road assessments levied for the provision of ingress and egress to the Site; or increase in per unit rate of necessary utilities which occur following the commencement of this Agreement and which are billed to either party for operation of the Premises. Charges for increased utility rates will not be passed through to users who are billed separately by the utility company for power and/or telephone service. Conterra agrees to separate metering of its electrical power at Conterra's sole expense. Charges to Conterra for such increases may be commenced immediately following City's receipt of a demand for higher costs from the applicable government agency, supplier, utility company or road maintenance company, without prior notification to or approval from Conterra; provided, however, City shall provide to Conterra upon demand all documentation reasonably SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE8 0F22 ---PAGE BREAK--- necessary to demonstrate the source and amount of any increase. Under no circumstances shall City charge Conterra for such increases in a manner which might result in a profit to City. Conterra's failure to pay any such charges upon demand by City shall be deemed to be a failure to pay License Fees as required herein. 17. Compliance with Law. At all times during the term of this Agreement, City and Conterra shall comply with all Legal Requirements applicable to this Agreement, Conterra's use of the Premises, and the installation, ownership, maintenance and use of Conterra's Equipment, including Legal Requirements governing the transmission or operation of radio communications systems and related equipment, environmental laws and regulations, OSHA, the Federal Aviation Administration (the "FAA"), and the Federal Communication Commission (the "FCC"). 18. Interference. A. Conterra's Equipment. Conterra shall have full and complete responsibility to correct within forty eight ( 48) hours any electrical interference caused to other communications equipment at the Site by operation of Conterra's Equipment, which cause is a result of Conterra's Equipment. B. Equipment of Others. City hereby agrees to cooperate reasonably with Conterra in relieving any harmful electrical interference to Conterra's Equipment caused by the operation of other telecommunications facilities on the Site, including directing the interfering operator to discontinue the creation of such harmful interference or exercising any right City has to disconnect the operation of offending facilities until such time as the harmful interference can be resolved. In the event that the parties' cooperation cannot relieve the receipt of harmful electrical interference to Conterra's Equipment within thirty (30) days following Conterra providing to City notification of the existence of the harmful interference, and said interference is not caused by any defect or unreasonable condition in Conterra's Equipment or operation, Conterra may terminate this Agreement. Such termination shall be without liability to City; provided, however, City shall return to Conterra any portion of prepaid License Fees which represents that period following termination and removal of Conterra's Equipment. C. Suitability. Conterra warrants that during the first sixty (60) days of this Agreement after the Effective Date, Conterra will examine the Premises to its satisfaction and that if Conterra does not send City written notification to the contrary, Conterra's election not to notify City otherwise shall be deemed to be Conterra's acceptance of the Premises as suitable for use and occupation by Conterra for the purposes described herein. During such sixty (60) day period, City may also examine the Premises to determine whether the Premises are suitable for Conterra's use and occupation. In the event that either Conterra or City determines that the Premises are unsuitable for Conterra's use and occupation as provided above, either may terminate this Agreement by written notice within such sixty (60) day period without further liability to either party; provided, however, City shall return to Conterra any portion of prepaid License Fees which represents that period following termination and removal of Conterra's Equipment. Conterra further acknowledges that City does not warrant, in any way, the quality, range or propagation characteristics of any radio signal to be transmitted by operation of Conterra's Equipment on the Premises. SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE 9 0F22 ---PAGE BREAK--- 19. Environmental. A. Representations and Warranties. Conterra represents, warrants and agrees that it will conduct its activities on the Premises in compliance with all applicable environmental laws and regulations. City represents, warrants and agrees that it has in the past and will in the future conduct its activities on the Site in compliance with all applicable environmental laws and regulations and that, to City's knowledge, the Premises are free of hazardous substances as of the date of this Agreement. B. Indemnities. Conterra agrees to defend, indemnify and hold harmless City from and against any and all claims, causes of action, demands, and liability including damages, costs, expenses, assessments, penalties, fines, losses, judgements and attorney's fees that City may suffer due to the existence or discovery of any hazardous substance on the Premises or the migration of any hazardous substance to other properties or release into the environment, that relate to or arise from Conterra's activities on the Site. The indemnifications in this section specifically include costs incurred in connection with any investigation of Site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. C. RF Emissions: Cooperation. Regardless of fault, Conterra agrees to cooperate with City and other users of the Site to resolve any violations of RF emission standards created by the operation, collocation, and use of the Premises by Conterra and all other users, which standards are promulgated by the FCC, including, if necessary, the provision of shielding devices or hardware or other such remedies which are reasonably required to assure compliance with all such regulations. City agrees to cooperate with Conterra to assist in assuring compliance with all FCC promulgated RF exposure limitations, including providing to Conterra upon request all relevant information which City has in its possession and is permitted to disclose regarding the equipment employed by collocated systems operating upon the Site. C. Notice. Conterra warrants that they shall provide immediate notification to the other party of any investigation or lawsuit commenced by any agency, governmental body, person, or forum regarding any alleged violation of any environmental protection law or regulation. Conterra's failure to provide or providing of such notification will not, however, be deemed a waiver of a Conterra's obligation to provide indemnification required hereunder. 20. Entire Agreement, Severability. This Agreement embodies the entire agreement between the parties. It may not be modified or terminated except as provided herein or by other written agreements between the parties. If any provision herein is held by a court of competent jurisdiction to be invalid, it shall be considered deleted from this Agreement, however, the remainder of this Agreement shall survive and be deemed enforceable. 21. Parties Bound by Agreement . Subject to the provisions hereof, this Agreement shall extend to and bind the parties and their heirs, executors, administrators, successors and assigns. 22. Governing Law. This Agreement shall be construed under and governed by the laws of the State ofldaho. In the event oflitigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. 23. Headings. The headings included herein are merely a matter of convenience and shall not be employed for the purpose of interpretation of the language contained herein. SITE LICENSE AGREEMENT CITY AND CONTERRA PAGE 10 0F22 ---PAGE BREAK--- 24. Warranty Of Signat01·jes. The persons signing below warrant that they possess all actual and apparent authority to bind legally the party which they claim to represent, for all purposes related to performance in accord with the terms contained herein. The signing persons agree that they possess all authority, both actual and implied, to cause the party they represent to enter into and perform under this Agreement for all purposes. 25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and fully binding on the signatory in all respects, but all of which together shall constitute one and the same instrument. 26. Interpretation of Certain Words. Use of the words "include", "includes", and "including" shall be interpreted and be deemed to be followed by the words "without limitation". Use of the terms "will" and "shall" are interchangeable. All pronouns and any variations shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may reqmre. 27. Submission is not an Offer. The submission of this instrument to Conterra for review and examination does not constitute an offer by City or reservation of space in the Site for Conterra. This instrument shall not become effective, nor shall City have any obligation hereunder, unless and until this instrument has been executed by City and delivered to Conterra. 28. Ability to Petform. Conterra warrants that it is a limited liability company in good standing and that it is authorized to do business within Idaho, where the Premises are located, and that it possesses all authority, both actual and implied, to enter into and perform under this Agreement. Conterra warrants that it knows of no reason why it cannot perform hereunder, including reasons arising under any statute, law, rule, regulation, contractual obligation, decision of any applicable government agency or forum, articles of incorporation, by-law, or pending or threaten litigation. WHEREFORE, the parties have executed this Agreement on the day and year first above written, intending to be legally bound to the terms and conditions contained herein. Conterra Ultra Broadband, LLC. By: _ SVP & General Counsel Its: Conterra Ultra Broadband, LLC Date: I If _ , ' SITE LICENSE AGREEMENT CITY AND CONTERRA City of Moscow, Idaho Date: Se pi. J.,f 1 A__l) ! 5 ' PAGE 11 OF22 ---PAGE BREAK--- Exhibit City's Property Beginning at a point N. 00° 39' W. 103.4 feet of the Northwest comer of Lot Six in Block Two of Highland View Addition to the Town of Moscow, Idaho as shown by the recorded Plat thereof and running thence S. 30° 6' W. 90 feet; thence N. 59° 54' We. 90 feet; thence N. 30° 6' E. 90 feet; thence S. 59° 54' E. 90 feet to the point of beginning, containing in all 8, 100 square feet. EXHIBIT"A" CITY AND CONTERRA PAGE 12 0F22 ---PAGE BREAK--- \ EXHIBIT tANIC OWNER: CITY OF MOSCOW P BOX 9203 t.AOSCOW, ID 83843 (208) 883-7D9, IF YOU DIG IN IDAHO CALL US FIRST! 811 OR 1-[PHONE REDACTED] Cll -yi11dlg. UTILITY STATEMENT I - I - -r I tf7c h- ' - I ' - . . - -5 - -t ' DZ I a· Dž LOCATION MAP l"ll CITY AND CONTERRA CITY AND CONTERRA Exhibit Conterra's Premises and Location of Conterra's Equipment CO-LOCATION ON EXISTING TELECOMMUNICATIONS FACILITY SITENAllE: MOSCOW WT BITE ADtRESS: 608 RESIDENCE STREET MOSCOW, ID 8384 (LATAH COUNT lATITUDE N 411' 44' 1 I ࡎQ· ࡏ """1UOE W 117' Ocl' Xl 10•' niio'I (M.IS4' . TANK COORDINATES APPLICANT I LESSEE: . dz, Ǵ"ǵ đĒďĐAl(.lq> "=O#,UfZ11211 ('0£)$-1211£ TAJM O'WNElt: r Ċ. . . ; · , ; : . • 'l ; , 01Yor11oscow l:ĉTt.ZIP ¥lt,U' %1t& ࡒCYIN Lil.LT (ZOll)IMl3-?DD1 ċ?!tlP.E (i11)M1-m1 Sltt!HrOftMA1"1GN: STRUcnJRAL ENGINEER: AAEAOFCIJt5J1U:lltN: zo so. n. ǸCOGUG,,,. ǽ-Dz Ǻlillil'\,,ǻ .llJRISDICiJON: 2101 REXFORD ROAD, SUITE 2DOE CHARLOTIE. NC 28211 omcE: (704) 264-9625 ē:\\Ĕli:rlU=Č::čĎ muoriir džLJ.t[ Lj - . DŽ · PROJECT SUMMARY DHEE1 DESCRIPTION n Pff0.Jtl'IC)Cit!5, Cl ࡑOrl'M. nM'tR ci.CVA'l10.* Cl ࡓKlt..l#OU?ll'lile' OETM.S (1 El WlifllfࡕA.liN' " aDJ'ti.'"tDo'C Dijtl\U: REV I ' 0 ' 1 • • • • 0 O"J-.l!9·l5 CQiࡐO'i SEAL: SHEET NUMB£R: T-1 PAGE 13 OF22 ---PAGE BREAK--- EXHIBIT"Bz ࡃࡄMm r.Jlt GENERAL NOTES: TANK OWNER NOTES: @ NFERP.A· , ALL REFERENCES TO OY.HER IN lHESE 9-iALL BE CONSIDERED CON TERRA. UL lRA BROAIJBAM> OR IT'S ANY DMIACES TO THE T0\16 OR ITS COMPONENTS DUE TO DESIGN MO/oi:l STRUC{AL FLAWS DESIGNATED REPRESE:NTATIVE.. SHAU. El[ THE CF THE ANTENNA. OWNER. 2101 RElfJ"ORD ROAD, SUlli: 200E NC 28211 2. ALL. WORK PRESENTE.D ON THESE: DRAWINGS MUST BE COMPLETED BY THE CONlRACTOR UNLESS NOTEO OTHERWISE:. 'i .u.L ࠰ Bl: o.at.VAIQG,, HCAVI' HICIT· DP ࠱ 264-0020 'THE CONTRM:TOR uust HA\1£ COISIDERABLE EXPERIENCE IN PERFORMANCE (Jf' 'MlRK SIWILAR to THAT DESCRIBED HEREIN, BY ACCEPTANCE OF THIS ASSIGNMENT. THE CONTIUCTOR IS ATTESTINC THAT HE DC£S HA.I,£ 5Lf'F'ICIEl'4T l. ANY AND ALL rASTENERS SHALL NOT EXTEND BEYQNO THE HAADR.U. TOE BOARD OF THE DU SlREET NOTES SHltU. APPLV TO THE WATERIALS LISTED HEREIN, AND 10 THE PAOCEDURES TO BE USED ON ntS PROJECT. s. AtfY DIS'IURBEO GRCIJND SHALL BE RESTMED TO PNE-EICISO eotolDlnoN. uascow. I> a.384.5 ࠹ ALL HARDWARE ASSEt.iBl.'I' INSTRUCTIONS 9-iAU. BE Fa.LOV£D EKACTLY AND SHA.LL. SUPERa:DE ANT THE CATWALJ( AND HAND 1Ull.a40 HA\'E BEEN REPAINTED DUE TO PRE..,,OUS ANǓA (LATNt CCIUNTl') CONrLIC;G NOiYS ENCl..OSEO HEREl'I. INSTAl.1.ATIONS. AH't NEW INSTALLATIONS 'Ml.I.. REQUIRE TOI.JOI UP PAINT AND/OR REPAINTING, PlNIS PICPARED IT:. 6. IT IS THE CONTRACTOR'S sa..r: RESPONSIBILITY TO OCTERPNE EREC110N PROCEDURE A.ND 5£0l&ICE 10 INSURE THE 7. THE HANDRAILS HAVE HAD CDNSIDEAABLE YtECHT ADDED 0U£ TO PREIJIClUSL Y INSTAL.ilD SAF'£TY OF D£ STRUCnR; ࠭ ITS COlilPONENT PAATS DURING DECTION N«J࠲ FIELD MOOlflC.-,DONS. Tl-IS INQ.U)ES, EQUIPMENT. A CATWALK SAFE1Y o\NALYSS WAS PERFORMED .l:CT. Dfl.Y (34 Q'4 CENTER) AND THAT THE LOADS BE EWAU.Y BETWDI THE UPPER RAIL AND LOWER WAUIS SHO'AN ON THE DRAWINGS SHALL BE FIELD VERIFIED BY 1HE ANALVSIS r;s; THE RlNJTS ATTACHING THE CATW"1.K TO THE TࡀIC, 51-EAA a-I THE BOLTS roNTRACTOR PRIOR ro BEGNll NG Alf'( MATERIALS ORDERING. FABRICATION DR o;:e,smucTICW M>RK ON THIS PRo..£CT. FAS'l[NmilG THE STRUTS 11J THE CUSSET Pl.AT, STRUT BUCICl.WG Alll) eo.llNG lHE ANGLE 1 OONTRACnj '!HAU. NOT SCALE CC»llTRACT DRAWINGS IN uru rE FIELD IJERlFICATIONS.. 1iJfY DISCREPANCIES 9W..L BC TO TAI« DETERMINED THAT THE MAIUMUM EWPMENT LDAD NOT EXCEED 110 LBS PER LOCATION. llfMEDIAm. Y BROUGtn TO THE ATTENTION OF 1HE D'At!ER AHO THE O'MD'S ENGINEER. THE OISCHPANOES &IJST IE R£SQ.VED Bi:l'ORE THE Cc».ITRACTOR IS TO PROCEEtl THE KN> AND QUALITY r:f THE li&A.lERtALS AND EQUIPMENT BEING SUBSTITUTED. 9. THE CONTltACTOR SH"'1. BE ࡊESPONSIBLE F"CR ITI,\Titr!G, MA1"4TM4...C, ANO SU!=IERVISINC '4.1. SAFETY PREC.-.UTIONS AND n ll PRǎAMS IN CONNECT!Ǐ WITH THE Ǧ THE CONTRACTOR ts f"OR l'lC THAT TtlS PRO.£CT '-ND RELATED WORK COMPLIES \llll l AU. APPIJCA&LE LOCAL, STATE. AND FEDERAL SAFETY t:ODES Alt) REWLATICNS GOVERNNG THIS ǖ ƿǀ ·t 10. ACCESS lC THE ?RCP05ED WOR1t Sil[ MAY Be: RESTRICTED THE CONTRACTOR SHALL CDORD࠽ATE lflENDED CBl!SlRUCTiall ACTI..,,TY. NCLUQING WQRI( SOiEDUL£ AND MATERIALS ACCESS,. THE RESIDENT LE>.9ilG AGENT fOR APPROVAL r"f'o,[4. 11. EILL Cl MATERIALS A.MD PART NUMBERS LISTED ON CONSTRUCTION DRAWINGS ,t.RE INTENDED TO AID CONTRACTC7(_ Ĉ ć CONTRACTOR SHAU. VERIFY PARlS AM) QUANTITIES WITH IAANUfACTURER PRIOR TO BIODIǐ AMJft;M ࠴Cl MATERIALS. 12, All PERM13 THAT MUST BE OOTI11£D AR£ Tl-IE ǑLITY CE THE CONlRM:TOR. lHE ࠵ 'MLl BE FOR ABIDINC BY ALL C^OITIONS AAD REOURDIENTS OF THE PERMITS. 1J, ࠳ HOURS PRICR TO THE BEGIKNING CF NrlY TltE CONlRAClc;JI MUST NOTFY THE AFPIJCAll.E (STA1E. COUNTY OR QTY) ENGINEER. 14. 1t£ CONlRACࡅ SHALl. REM)RI( (DRY, SCARi"Y, ETC.) All MATERIAL NOT SUIT.Ml..E ࠻ SUBGR.-.ot ࠼ IT PRESENT STATE. AFTER 1r THE MATERIAL AEUA.lrlS UNSUITABLE, Tt£ CDN1RACTDA 9-IAl.l LWDERCUT THIS i.ATERW. Atll REPLACE WllH APPROVED MATERIAL AU SUBGRADES SHALL BE PROOFROIJ.ED 'Willi A FUU.Y LOADEIJ TNl>EW AXLE CUWP lRUCK PRICR TO ANT sontR MA1tRIM. SHAU.. BC RCWORlUCTORS SHALL NOT BE AU..OYltD. ALL Ca.IDUCTORS SHAU. BE UL LISTED AND SHAU. BE PROVllED Nil INSTALLED AS FllL1.0fi A. ࠝlࠞlil Wlli'£ SIZE SHALL BE 112 AWG. II . ʪyʫ ʬORʭmeiʮ L.ARCE!i SIW.L. et SIZED flO AND SMAWR c. ƶ@"J"".Ji!D.Or'AM{" SHAu. BE BY TWIS114C TIQiT AND '"'TAWNC 1NS1JU11ED D. ƫ=9Ƭeti!f&.18 A.C Al'i) LARGER 9-IALL BE BY USE OF STIEL CRIMP-ON SLEEVES WITH 3. ALL cmDUCTORS 91Al.l.. BE CCl.M COOED IN ACCORDANCE WITH NEC STANDARDS. 4. TH.E RACEWAY SYSTEM SHAU. BE COMPILTE BUORE INSTAWNG CONDUCTORS PENETRATIONS: 1. CONTRACTOR SHAU. ŜLY WITH LL PEtrilETRAnct.t D.CTALS FOR PENETRATIONS Cf' AU. RA'TtD WA1.L.$,. ROCF, ETC. GROUNDING l. Ƨ fttoNE\::A=-YSBEANc7toooEoAEG=CCf'AR ƨƩ :=uƪ ʯʰTʽfflf ƭƮti:ƯưƱƲƳƴ1iY ljNJyƵS. ETC. THE 2. PROVIDE GROUI«> CONDUCTOR IN "1.1. Ro\CEWAYS. 3. PROVIDE BONDING AND CROJND TD WEET NFPA 780 - PROTECllON AS A. MINloiUt.L 4. =a:..ʱʲʳʴʵʶTAʷʸtʹ. n£ AS lilEQOIRfD BY THE NATICXllAL ELECTRIC ABBREVIATIONS AND LEGEND AFG - ʺVE FNSHE:D GRAD[ ATS - AUTOMATIC TRANSFER S'MTCH A.ING - AMERICAN WRE GIWGE BCW OAR[ a:FPPt ࠙ BFG - BELDVr F'IN1St£D GRAD£. BKR - BREAKER - CONDlJIT CKT - CRQJIT DISC - EGR - ࠚCiRO.llO IU'IO EWT - METALLIC TUBING FSC - FLEXIEl.E STm. CONOUIT GE"I - r;ENERATOR GPS - IA.OBAI. ʻTIONING ʼD - GROONO IGB ISOLA 1ED G$M)UND BAR IGR - ࠖ ltHO (l«.l.OJ KW - KILOWATTS NEC NA TiallAL El£C:1'!C COOC PCS PERSallAl C:C.UE.MICA llON SYSTEM PH - PHASE PNL PANEL PANEL.BOARD AGS - RIGID GALVANIZED STEEL COM:IUIT SW - TUB - TOWER GROLHJ BAR UL - UNIIR'M'ITERS LABORATORIES V - VOLTAGE W - WATTS XFlilR - TRANSFORMER XMTR - ll n.tCIJiliCAI. eoiiOuir - ࠟࠠCQOJr 6 ࠡn-ࠢlliCtlEfl: lffl[Jft1ࠜ 8D4CNi. CROUICll1'Q CCINOUCTOlt. e Ito:) . • l'.W;l>ia - tQI "11'("('11Cft l(U. PAGE 18 OF 22 ࠛPIU'J.JU RR;; [ 210'1 REXFORD ROAD. SUITE 200£ CHMLOT1[. NC .2a211 {704) 26ࡁ9525 MOSCOW WT &OB RESIDENCE STEl WSCOW, ID l3MJ (LATAH COUNTY) 1 . . I , -1 Sl££'T Tl1L.£: ELECTRICAL NOTES ---PAGE BREAK--- EXHIBIT Ą 1. CONTRACTOR TO 'YERIFY LOCATION rs' PO'M:R AND FIEl£R CONNEC:llONS 2. CONTRACTOR TO VERlf't LOADS ON AT&T PA/IE.. PRIOR TO INSTA.LUNG f'ilEW tQU1PMCl'ilT ǜ· " PROPOSED COAX 10 BE HouU0 , EXISTING UNDERGROUND C:OO.flT. CONTRACTOR 10 IJERIFY SPACE FOR AOOITJONAL. / I I i / . . CABLE ROUTING PLAN SCALE: ࠓ • 11-0• CITY AND CONTERRA ) . / - ' / - _ j ' ' EXHIBIT-a࡙ 1CR; COAX 2101 RE>IFORD ROAD, SUITE 20CE otARLOTTE. NC 28211 I J DETAIL SCALE: N.T.S · , / / EQUIP.afNT TO BE (704-) 264-96l , MOSCOW WT LEC OONTRACTCR TO '-"ERFY 50EI R£90CNa: STRErT ąĆ EX1STl\G AT&T I Jr - II (LATࠔ Pl»lS .PHl;PAREO 81': 1: r2 • , , ,l PAGE 1 9 0F 22 • • !Ct 153843 (L.ATAH WJNT'r") ! DU."N • I D£Cl([D .e.Tt Ǜlol' I 9-IEET Tin.£: EQUIPMENT GROUNDING PLAN ---PAGE BREAK--- EXHIBIT"'B" GROUND ""RE (TIP) - RC<> CAD'E.D (T'l'P) TOP VIEW SIDE VIEW CADWELD GROUNDING DETAIL GROUND ROD WITH INSPECTION WELL 12 SOLID, BARE, 'nࠎEO C