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Home My WebLink About2012-20 Authorizing TM to Sign a Wireless Communications and License Agreement with Newpath Networks LLCRESOLUTION NO. 20 Series of 2012 A RESOLUTION AUTHORIZING THE TOWN MANAGER TO SIGN A WIRELESS COMMUNICATIONS AND LICENSE AGREEMENT BETWEEN THE TOWN OF VAIL AND NEWPATH NETWORKS, LLC; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home rule municipai corporation duly organized and existing under the laws of the State of Colorado and the Town Charter (the "Charter"); WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected and qualified; WHEREAS, the Town Agreement (the "AgreemenY') communications services and throughout the town; wishes to enter into a Wireless Communications and License with NewPath Networks, LLC (NPN) to enhance the wireless to avoid unnecessary disruption and administrative burdens WHEREAS, NPN proposes to occupy a portion of certain of Town structures and property for the purposes of creating a wireless communications network available for hire from NPN by telecommunications providers; and WHEREAS, approval of Resolution 20, Series of 2012 is required to enter into the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Council hereby authorizes the Town Manager to enter into the Agreement with NPN on behalf of the Town in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 5th day of June, 201 Andrew P. Daly, To yor TT T: �'�l orei i Donaldson, Town Clerk Resolution No. 20, Series 2012 Wireless Communications and License Agreement by and between Town of Vait and NewPath Networks, LLC Dated , 2012 Formatted: Font: 9 pt, Do not diedc spelling a g2mmar TABLE OF CONTENTS No ta61e of contents entries fouad. SCHEDULES: Schedule 1 Svstem Descriution Schedule 1.1 Hub Site/Node Location Form Schedule 2 Pro e Schedule 3 Existine A¢reemp�ta Schedule 4 Licensee's Fiber Made Available to Licensor EXHIBITS: E��IT A Ap�ication and Additional License E��IT B Not�ficahon of Removal b Licensee EXHIBIT C Sy3t@I1I SDECI�1CAlinna EXHIBIT D Fiber Network Standards WIRELESS COMMUNICATIONS AND LICENSE AGREEMENT THIS WIItELESS COMMUNICATIONS AND LICENSE AGREEMENT (this "Aereement"), in entered into as of the date fully executed below ("Effective Date"), by and between the Town of Vail, a Colorado home rule municipality ("Licensor"), and NewPath Networks, LLC, a New Jersey limited liability company (`°Licensee"). RECITALS A• WHEREAS, Licensor is the owner of, with certain limited exceptions, the land and premises identified in Schedule 2 hereto, including certain buildings and grounds (the "Pro e"), which Property includes buildings, utility infrastructure, signage, light standazds and other improvements (the "Structures"); and B• WHEREAS, Licensor desires (i) to enhance the wireless communications services available at the Property through a more comprehensive solurion on the condirions agreed to herein; (ii) to rely on the resowces and experience of Licensee to manage access to the Property and the Structures by the use of common facilities for all Wireless Cazriers to minimize redundant use of the structures and minimize the visual impact of such facilities; and (iii) to avoid unnecessary disruption and administrative burdens for Licensor's business and operations; and C• WHEREAS, Licensee proposes to occupy a portion of certain of Licensor's Structures and Pmperty for the purposes of creating a wireless communications network available for hire from Licensee by telecommunications providers; and D• WHEREAS, Licensor is authorized to grant certain Licenses to Licensee to make Attachments to the Structwes and to occupy a certain portion of the Property in accordance with the terms of this Agreement. NOW, TI-�EREFpRE, in consideration of the mutual covenants, terms and conditions herein contained, the parties hereto do hereby covenant and agree as follows: AGREEMENT Definitions. For all purposes of this Agreement, the following terms shall be defined as follows: a• Additional License shall mean any agreement to Attach to additional Structures and/or use of a portion of the Property, as the parties may reasonably agree during the Term upon execution of a form of application and license attached as Exhibit A hereto. b• Additional Services shall have the meaning set forth in Section 2.e. �• Agent shall mean any directors, trustees, officers, employees, affiliates, agents, assigns, successors, representatives, contractors or subcontractors of a Party. d• Agreement shall have the meaning set forth in the Preamble. e• Alternate Location shall have the meaning set forth in Section 6.b. f Attach shall mean to install, connect, or constrvct Attachments on, at or in a Structure pursuant to a License. S• Attachments shall include wire, fiber optic, telecommunications and/or coaxial cable, Nodes, and other wireless communications equipment attached and maintained upon a Structure pursuant to a License. Wireless Communications and License Agreement Page 1 of 11 h• Claim shall mean shall mean any and all claims of liability or loss from personal injury or property damage, and related damages, fines, judgments, penalries, costs, liabilities or losses (including any and all sums paid for settlement of claims, attorneys' fees, and consultants' and experts' fees) arising from a Party's violation of this Agreement, including reasonable attorneys' fees and other direct costs of legal defense. i• Cure Period shall have the meaning set forth in Section 10. .1• DAS shall have the meaning set forth in the "System" definition. k. Defaulting Party shall have the meaning set forth in Section 10. �• Effective Date shall mean the date set forth in the Preamble. m. Environmental Law shall mean any Law regularing the presence of Hazardous Materials on or relating to the Property, including the Solid Waste Disposal Act, 42 U.S.C. § 6901, et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601, et seq., as amended by the SuperFund Amendments and Reauthorization Act of 1986; the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq.; the Clean Air Act, 42 U.S.C. § 7401, et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Safe Drinking Watet Act, 42 U.S.C. § 300f, et seq.; or and state or local Law analogous thereto. n• Ezisting Agreements shall mean the agreements identified in Schedule 3 hereto, each between a Wireless Carrier and Licensor in full force and effect as of the Effective Date for the operation of Wireless Carrier facilities on the Property. o• Fiber Network shall mean collectively the (i) dazk fiber capacity on Licensor's fiber optic network insta]]ed throughout the Property and dedicated for Licensee's use through a License ("Licensor's Fiber") or (ii) dark fiber capacity on fiber optic network installed by Licensee throughout the Property and dedicated for Licensor's use as identified on Schedule 4 hereto ("Licensee's Fiber"). p• Fiber Network Standards aze set forth in Exhibit D hereto. q• Government Authority shall mean the United States of America, the State of Colorado, and the Town of Vail, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of, over, or pertaining to the System or the Property. r• Government Permits shall mean all certificates, permits or other approvals which may be required from any Government Authority necessary for the construction and operation of the System. S• Hazardous Materials shall mean (i) any explosive or radioactive substances or waste, petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls; (ii) any `hazardous substances,' `extremely hazardous substance,' `hazardous chemical,' `toxic chemical,' `hazardous waste' or `pollutant,' each as defined under Environmental Law; and (iii) any substance or waste regulated under any Environmental Law. t• Hub Site shall mean the exterior or interior space licensed by Licensor to Licensee: (i) for the installation of Licensee's equipment for the operation and control of the System; and (ii) to be sublicensed to tenant Wireless Cazriers for the placement and operation of their equipment required for use of the System. u• Initial License shall have the meaning set forth in Section 2. �• Initial Term shall have the meaning set forth in Section 3. Wireless Communications and License Agreement Page 2 of 11 W Laws shall mean any administrative, judicial, legislative or other statute, law, ordinance, Government Permit, regulation, rule, order, decree, written pronouncement, writ, awazd or decision of any Government Authority. X• License shall mean the right to Attach Attachments to Radio Space to a Structure for operation of the System. Y• Licensed Structure shall mean a Structure upon which an Attachment has been made and is maintained thereupon by Licensee pursuant to this Agreement. z• Licensee shall have the meaning set forth in the Preamble. aa. Licensee's Fiber shall have the meaning set forth in the "Fiber Network" definition. bb. Licensor shall have the meaning set forth in the Preamble. cc. Licensor's Fiber shall have the meaning set forth in the "Fiber Network" definition. dd. Node shall mean, alternatively, (i) a radio access node of the System, consisting of an antenna, equipment box, cabling connecting the antenna and equipment box, and related attachments; or (ii) an in-building system. ee. Non-Conflicting Agreement shall mean any agreement (except for the Existing Agreements) between a Wireless Carrier and Licensor in full force and effect as of the Effective Date for the operation of Wireless Carrier facilities on the Property. ff. Non-Defaulting Party shall have the meaning set forth in Section 10. 88• Parties or Party shall mean Licensor and Licensee. �• Person shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. ii. Primary Purpose shall have the meaning set forth on Schedule 2 hereto. .L1• Property shall have the meaning set forth in the Recitals. �• Radio Space shall be the locations on, in or at a Structure occupied by any Attachments for operation of the System. 11• Reaewal Term shall have the meaning set forth in Section 3. mm. Report shall have the meaning set forth in Section 4.b. �• RF shall mean radio frequency energy, whether or not associated with operation of the System. oo• Structure Manager means Licensor's designated manager for managing and administering, on behalf of Licensor, the Attachments, Licenses, and administration of visual impact and aesthetics provisions of this Agreement for a particular property, pp• Structure shall have the meaning set forth in the Recitals. qq• System shall mean collecrively the Wi-Fi Network and the neutral access distributed antenna system ("DAS") (indoor and outdoor) constructed by Licensee under the License for the purpose of providing RF coverage in and about the Property, including Licensee's equipment at the Hub Site, and all Attachments, power lines, coaxial, fiber optic and telecommunications cables, and Wireless Communications and License Agreement Page 3 of 11 other associated equipment located throughout the Property and at the Hub Site, and operated by Licensee on a commercial, for-profit basis to provide services to Wireless Carriers. n'• System Speciflcations means the specifications outlined in Exhibit C. ss. Term shall have the meaning set forth in Section 3. tt• Term Commencement Date shall mean the date that Licensee commences construction of the System (as confirmed in writing by the Parties). uu. Wi-Fi Network shall mean a Wi-Fi network operating in frequencies not licensed by the Federal Commtuiications Commission (utilizing 802.11 a, b, g, and n, and any other available frequencies, including the 2.4 and 5 GHz bands) to provide wireless broadband access to Licensor, its employees, invitees and guests, W Wireless Carrier shall mean (i) a wireless services provider offering communications services to the public, including cellular, Personal Communications Service ("PCS"), specialized mobile radio ("SMR"), paging, wireless broadband, telematics, and wireless data carriers or (ii) an entity providing network capacity or services on a wholesale basis, including to wireline and wireless communication service providers, cable operators, device manufacturers, web players or content providers. Licensor shall not be considered a Wireless Carrier. 2• Grant of License. Licensor agrees, subject to the conditions in this Agreement, that it will permit Licensee (a) to place and maintain Attachments within the Radio Space designated on the Structures in order to operate its System as set forth in Schedule 1 hereto, including the construction of the Hub Site and Licensor's Fiber or related conduit in operarion of the System as set forth in Schedule 1 here o(the aInit al_ L_ i_ense�e collectively with ail Additional Licenses, the "License"). Licensee agrees that its Attachments will be used only in connection with Licensee's construction, operation and maintenance of the System and for no other purpose. Licensee expressly recognizes that the Structures aze used and aze to continue to be used by Licensor for the Primary Purpose, and that Attachments are and will continue to be secondary and subordinate to Licensor's use of the Structures. Licensee shall be solely responsible for obtaining other required attachment or license agreements for Structures which may be located on Licensor's property, but not owned by Licensor. a• Additional Licenses. Licensee shall have the right to (i) attach to any additional Structure; or (ii) add additional Attachments to any Structure; or use additional portions of Licensor's Fiber, upon grant of an Additional License (substantially in the form attached hereto as Exhibit A hereto) by Licensor or by the Structure Manager on behalf of Licensor. Each Additional License shall identify the location of the Attachments authorized in the Additional License. Subject to Section 2.b below, Licensee shall have priority right to the use of the Structures for purpose of operating a System on the Property and Licensor shall not permit the installation or operation of any other services which cause matetial and harmful interference to the System. b• Limitations. Regazdless of its duration, Licensee's use of a Structure shall not vest in Licensee any ownership rights in the Structure. The right to Attach herein granted shall at all times be subject to pre-existing contracts and arrangements, written notice of which Licensor provides to Licensee in advance of issuing a License. Nothing herein contained shall be construed to compel Licensor to maintain any of its Structures for a period longer than is necessary for its Primary Purpose. In addition, notwithstanding anything in this Agreement to the contrary, Licensee's right to Attach to any Structure shall at all times be subject to Licensor's police power, and Licensee acknowledges that Licensor cannot waive or limit such police power by entering into this Agreement. �• Consents. Licensor represents that it is authorized to gtant Licenses to Licensee to Attach and that Licensor has authorized the Structure Manager to grant Licenses on its behalf consistent with the terms of this Agreement. With respect to any Shuctures to which Licensor's grant of a License to Licensee requires third party consent, Licensor shall use reasonable efforts to obtain such consent, provided that such reasonable efforts aze at no cost to Licensor. Licensee will be Wireless Communications and License Agreement Page 4 of 11 responsible at its expense for securing ali Government Permits necessary for the installation and operation of the System. To the extent that any Governmental Permits are subject to Licensor's approval, nothing in this Agreement shall require Licensor's approval or issuance of such Govemmental Permits, or impiy that Licensor will approve or issue such Governmental Permits. Licensor shall process such Governmental Permit applications as any other permit applications aze processed in the normal course of business. d• Preferred Provider. Licensor acknowledges that it intends each System to replace coverage currently provided at each Property by certain Wireless Carriers through the Existing Agreements and that Licensee has entered into this Agreement to construct and operate the System in reliance upon Licensor's covenants contained in this Section 2. Therefore, during the Term, except as provided below, Licensor shall take no affirmative actions to renew or extend any of the Existing Agreements, nor execute any amendments or other documents to extend the term of any Existing Agreement beyond its currently effective final expiration date, unless specifically requested to do so by an existing tenant. Without limiting the obligations above, Licensor reserves the right (a) to continue the Existing Agreements until current term expiration; and (b) to maintain, amend, renew or extend any Non-Conflicting Agreement. The DAS shall not cause interference to any networks or network facilities utilized by Licensor, and if any such interference is identified, Licensee shall take reasonable steps to correct such interference within a reasonable period of time. At such time as Licensor enters into any agreement with any other Person utilizing municipal facilities (including the Structures) or municipal rights of way for deployment of a wireless communications network, the Licensor shall impose similar non interference requirements, including preventing material and harmful interference with the System. e• System Eanansinn, Licensor and Licensee acknowledge and agree that increased demand, changes or advances in wireless technology, among other reasons, during the Term may cause Licensor to desire expansion of the System or the provision of additional wireless network coverage on the Property (collectively, "Additional Services"), and Licensee shall have the non- exclusive right to provide the Additional Services as set forth herein. In the event Licensor desires Additional Services (whether such intent is initiated from its own request or in response to a request from a Wireless Cazrier to use space on the Property), it shall provide a written proposal to Licensee setting forth its coverage, technology and other objectives. Licensee shall provide a written proposal for the provision of Additional Services within ninety (90) days following receipt of notice from Licensor. In the event that Licensor accepts Licensee's proposal (as may be modified by mutual consent), the Parties agree to execute an Application and Addidonal License in substantially the form set forth in Exhibit A(as mutually agreed) describing the Additional Services. In the event that (i) Licensee declines to provide the Additional Services, or (ii) following good faith negotiations, Licensor and Licensee cannot reach agreement on the provision of Additional Services within one hundred eighty (180) days following delivery of the proposal, then Licensor shall be free to enter into agreements with any third party for Additional Services but similar to that set forth in its original request or initial Licensee's proposal. Notwithstanding the provisions of this section, Licensor shall have no obligation whatsoever to a11ow any Additional Services and Licensee shall have no obligation to effect or right to require such expansion. 3• Term. T'his Agreement shall commence on the Effective Date and shall continue in effect for a period of fifteen (15) yeazs following the Term Commencement Date (the "Initial Term") unless previously terminated pursuant to the provisions herein. The Agreement shall automatically renew for three (3) additional five (5) yeaz terms (each a"Rene�Term�� collectively with the Initial Term, the "Term"), unless Licensee provides written notice to Licensor of its intent not to renew not less than one hundred eighty (180) days prior to the expiration of the then-current Term, provided, however, that if on such date there is not at least two (2) Wireless Carriers then paying recurring fees and operating on all or at least fifty-one percent (51 %) of the System, then the right not to renew shall be mutual among Licensee and Licensor. The term of any License of a Structure shall, unless previously terminated pursuant to the provisions of this Agreement, continue in effect until the end of the Term. 4• Consideration. Wireless Communications and License Agreement Page 5 of 11 _ a• In consideration for Licensor's entering into this Agreement and granhng the Licenses to Licensee throughout the Term, Licensee shall provide the following at no cost to Licensor: �• the installation, operation and maintenance of the indoor DAS part of the DAS at the Vail Transportation Center, described in more detail in Schedule 1 to be installed as soon as practical and operational before October 1, 2012 subject to Licensee's obtaining all Government Permits pursuant to the last sentence of Section 2.c. ii. the construction of the remaining portion of the DAS, including the enhancement of existing cellulaz and data services available for licensed cazriers operating in this market, through the installation of the DAS described in more detail in Schedules 1 and 1.1 including cellular base nodes (or macro sites), with the prior approval of locations and specifications by Licensor. �l�• a Wi-Fi Nerivork described in Sche�l_l, ��• In consideration for Licensor's entering into this Agreement, Licensee shall make an initial payment to Licensor of Five Thousand Dollars ($5,000), due and payable within thirty (30) days following the Effective Date. b• Licensee agrees to reimbwse Licensor for any documented increase in real estate or personal property taxes, or any other taxes or fees levied against the Property that are directly attributable to the improvements constructed by Licensee. Licensor agrees to provide Licensee any documentation evidencing the increase and how such increase is attributable to Licensee's use. Licensee reserves the right to chailenge any such assessment, and Licensor with Licensee in connection with any such challenge; provided however, that�any c Sts in pu�ed by Licensor in providing such cooperation shall be reimbursed by Licensee. 5• Construction and O ration of the S stem. Licensee shall commence the construction of the Indoor DAS system at the Vail Transportation Center described in Section 4.a.i upon the execution of this Agreement. However, Licensee will not commence construction of the Wi-Fi Network or additional Nodes for the System on the Property until it receives a binding contractua] commitment from at least one (1) Wireless Cazrier to use the System. Licensee, at its own cost and expense, shall construct the System at the Property as set forth in Schedule 1 accordance with the following: a• Standard of Care. Licensee shall construct and maintain all Attachments in a safe condition in accordance with the System Specifications, applicable Laws and Licensor's general construction and maintenance standards, as either may be amended, revised and supplemented from time to time. In the event of conflict or ambiguity among Laws, Licensor in its sole but reasonable discretion shall determine which Laws shall govem. No work shall be done by Licensee when there is reason to suspect that working conditions on a Structure may be hazardous as the result of weather or any other conditions. b• Cu_ ntact. Licensee shall respond on a 24/7 basis to any problems or emergencies reported by the Structure Manager via contact to Licensee's network operations center at (800) 788-0011 or via any other toll-free or local telephone number designated by Licensee upon written notice to Licensor. �• Relucation. Licensee shall not change the location of its Attac]unents without the written consent of Licensor, except in cases of emergency. In cases of emergency, Licensee shall first procure Licensor's consent orally by contacting the Structure Manager and such request and consent may be confirmed in wrlhng by Licensee and approved in writing by Licensor once the emergency has been resolved. Within 30 days following the termination or resolurion of the emergency, Licensee at its sole expense shall return its Attachments to the authorized location at the Structure. d• Licensor Lisbilitv. Licensor reserves to itself, its successors and assigns, the right to maintain the Structures as necessary to fulfill its Primary Purpose. Licensor shall not be liable to Licensee for Wireless Communications and License Agreement Page6of11 any interruption of service for the System, or for any property of Licensor used by Licensee. Licensee specifically waives any claim for indirect, special, consequential or punitive damages against Licensor in connection with this Agreement, including any claims for loss or interruption of service. e• Licensee Liabilitv. Licensee shall exercise reasonable caution in performing the activities covered by this Agreement to avoid damage to the Structures. Licensee hereby agrees to reimburse Licensor for any direct or indirect costs incurred in making repairs to any of such property damaged by Licensee, its contractors or any other entity acting on Licensee's behalf. Licensee shall promptly advise Licensor of a11 incidents and claims relating to damage to property or injury to or death of persons, arising or alleged to have arisen in any manner by Licensee's activities upon the Property. f Uti_lities. Licensor makes no representations or warranties with respect to availability of utilities to serve each Attachment. Licensor shall allow Licensee to access its electrical power, provided that Licensee pays the cost of utility service provided to the Property and attributable to Licensee's use. Such costs shall be billed monthly by Licensor to Licensee, with reasonable supporting documentation of such utility consumption, and shall be paid be Licensee upon receipt of such invoice. Licensee agrees to pay for utilities based on (i) sub-metering equipment at the Hub Site, to be installed by Licensee at its cost; and (ii) estimated usage for each Node, based on equipment specifications and spot measurements. g• Hazardous Materials. Licensee shall not (either with or without negligence) cause or permit the escape, disposal or release of any Hazazdous Materials on or from the Property in any manner prohibited by Law. Licensee shall indemnify and hold Licensor harmless from all Claims from the release of any Hazardous Materials on the Property if caused by Licensee. h• Fiber Network O�erations. Licensee shall maintain and operate the Fiber Network in accordance with the Fiber Network Standazds. 6• Removal of Attachments. Without limiting or terminating the Term of the Agreement, specific Licenses may be terminated without fault to either party upon the following conditions: a� Termination bv Licensee. Licensee may terminate its License as to any Structure by removing its Attachments therefrom and restoring the Structure to its prior condition if, in its reasonable business judgment: (i) such removal will not materially degrade the RF coverage on the Property; or (ii) the Attachment being removed is to be relocated pursuant to a new License. At least thirty (30) days prior to removal, Licensee shall give Licensor notice of such removal substantially in the form attached hereto as Exhibit B hereto. b• Relocation bv Licensor. Licensor may require Licensee to remove any Attachment if Licensor, in support of its Primazy Pucpose, intends to remove, substantially alter or demolish the Structure supporting such Attachment so that it is unable to support the Attachment or the Attachment will interfere with Licensor's use of the Structure. In order to require such removal, Licensor must (i) provide at least one hundred eighty (180) days' written norice prior to the date of the proposed removal of any Attachment, but at least three hundred sixty-five (365) days' written notice prior to the date of the proposed removal of the Hub Site, (ii) propose a reasonable alternative location for such Attachment (the "Alternate Location"); and (iii) must grant Licensee at least one hundred eighty (180) days following receipt of all necessary Government Permits (but at least three hundred sixty-five (365) days for relocation of the Hub Site) to complete the relocation. In the event Licensee accepts the Altemate Location, Licensor and Licensee shall execute a License before construction commences. Licensee shall be responsible for its cost of relocating the Attachment. Notwithstanding anyt}iing in this Agreement to the contrazy, Licensor may order removal of any Attachment in a shorter period of time if Licensor determines that removal is in the best interest of the public health, safety or welfaze. Wireless Communications and License Agreement � Page 7 of 11 �• Conflict wi_ th Laws, Upon written notice from Licensor to Licensee that the use of any Structure is forbidden by Law, the License to Attach to such Structure shall immediately terminate and the Attachments of Licensee shall be removed by Licensee from the affected Structures, provided, however, that Licensee, with Licensor's reasonable assistance, may contest such adverse decision in good faith, and during the pendency of such challenge may maintain such Attachment to the extent allowed by Government Authorities. Licensor will cooperate with Licensee to identify a suitable Altemative Location, in which case the Attachment shall be relocated in accordance with the process set forth in Section 6.b above. 7• Indemnificahon. To the extent permitted by applicable law, Licensee and Licensor shall indemnify and hold harmless each other and their respective Agents from and against all Claims, whether direct or ind'uect, as a result of, arising out of or in any way connected with activities under this Agreement, whenever made or incurred. Either Party shall have the right to demand that the other Party undertake to defend any and all suits and to investigate and defend any and all Claims. Notwithstanding the foregoing, neither P indemnify or defend against any Claim to the extent caused by the negligence or willfial miscondu t oflthelother Party or its Agents. Licensor's indemnification obligations, to the extent permitted by applicable law, are subject to Secti°n 13 Q. 8• Insurance: Casual . Licensee shall carry insurance at its sole cost and expense to protect the Parties from risk arising out of placement of the Attachments on the Struchues. Licensee shal] provide the specified inswance throughout the Term, shall file with Licensor's designated risk manager certificates of insurance evidencing such coverage. Certificates and policies shall provide that coverage may not be canceled without thirty (30) days' prior written notice to Licensor. a• Covera e Amounts. Throughout the Term Licensee shall maintain the following insurance coverage from a carrier licensed to conduct business in the state where the Property is located: �• Worker's compensation meeting statutory requirements. ii. Commercial general liability insurance including personal in' independent contractors and broad form property damage withuthe followi ga minimum liability limits; (i) $1,000,000 per occurrence combined single limit; (ii) $2,000,000 general aggregate; and (iii) $3,000,000 umbrella liability, with an endorsement stating Licensor is an additional insured with respect to operations relating to this Agreement. iii. Commercial automobile liability insurance witli a minimum liability limit of $1,000,000 per occurrence combined single limit. b• Subcontractor Insurance. Licensee agrees that it will require all of its contractors and subcontractors accessing the Property to provide insurance meeting the requirements of this Section 8. �• Casualtv and Restoration. In the event that one or more of the Structutes containing an Elttachment is damaged or destroyed such that it cannot be used for an Attachment, then within five (5) days of such damage or destruction Licensor shall notify Licensee of its intent whether to repair the Structure, and if so then the proposed schedule for such repair, Licensee will have the option to (i) declaze this Agreement null and void with respect to the affected Attachments, (ii) to the extent that the damage will prevent continued operation of the Hub Site or the System in Licensee's reasonable discretion, terminate this Agreement, or (iii) wait for Licensor to repair the Structure. 9• Eminent Domain. If Licensor receives notice of a proposed taking by eminent domain (or any agreement in lieu of condemnation) of any part of the Property impacting any Attachment, Licensor will notify Licensee of the proposed taking within five (5) days of receiving such notice. Licensee will have the option to: (i) declaze this Agreement null and void with respect to the affected Attachments and thereafter neither Party wi11 have any liability or obligation hereunder for each such Attachment; or (ii) respect to a taking which wiil prevent continued operation of the Hub Site or the System in Licensee's reasonable discretion, to terminate this Agreement. With either option, Wireless Communications and License Agreement Page 8 of 11 Licensee shall have the right to contest the taking in good faith and to directly pursue an awazd from the condemning authority. 10. Default, In the event of default by either Party (the "Defaultin P� provisions or obligations of this Agreement, the other P � rt-�"� ��► respect to any of the Party written notice of such default. After receipt of such written noti e,Uthe Defaultin�p) shall give the Defaulting days in which to cure any monetary default and thi g�3' shall have fifteen (15) Defaultin P �'ty (30) days in which to cure any non-monetary default. The g arty shall have such extended periods as may be required beyond the thirty (30) day cure period to cure any non-monetary default if the nature of the cure is such that it reasonably requires more than thirty (30) days to cwe, and Defaulting Party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion (the "Cure Period"). The Non-Defaultin P action or effect any remedies for default against the Defaul6n P g�Y may not maintain any to cure the same within the time periods provided in this Section. � unless and until the Defaulting Party has failed a• Consequences of Licensee's Default, In the event that Licensee remains in default beyond the Cure Period, L�censor may, at its option, upon written notice: (i) terminate the Agreement with respect to the Attachment(s) related to the default and be relieved from all further obligations undet this Agreement with respect to such Attachment; (ii) perform the obligations of Licensee specified in such notice, in which case any expenditures reasonably made by Licensor in so doing shall be deemed paid for the account of Licensee and Licensee agrees to reimburse Licensor for said expenditures upon demand; or (iii) tetminate the License with respect to the Attachment giving rise to the Default, in which event Licensee shall remove the Attachment in accordance with subsection c below, and the Parties shall amend the Agreement accordingly. b• Conseauences of Licensor's Defa�lt. In the event that Licensor remains in default beyond the Cure Penod, Licensee may, at its option, upon written notice: (i) terminate the Agreement with respect to the Attachment(s) related to the default, be relieved from all further obligations under this Agreement with respect to such Attachment; or (ii) sue for damages to recover any amount reasonably expended by Licensee as a result of such default excluding any claims of lost fees or profits as well as exemplary and punitive damages. �• Removal of Attachments. Upon expiration or eazlier termination of this Agreement, Licensee shall, within sixty (60) days following termination or expiration of the Term, remove at its sole cost and expense, any or all of the Attachments, specifically excluding Licensee's Fiber, or restore all or any part of the Radio Space to the same condition as originally received by Licensee (ordinary wear and teaz excepted). 11. Assienment. This Agreement shall extend to and bind the successors, transferees and permitted assigns of the Parties. Any attempted assignment or transfer by Licensee in violation of this Section shall be void. � Assignment bv Licensee. Licensee shall not assign this Agreement without the prior written consent of Licensor, provided that Licensee has the right to sublicense the Hub Site space and use of the System to any Wireless Cazrier. b• Assignment bv Licensor. Licensor may assign or transfer its interest in this Agreement, provided that the assignee shall be bound by all provisions herein. �• Sale of Prooertv, If Licensor sells all or part of the Property, then such sale shall be subject to this Agreement. 12• Notice. Except as otherwise specified, any notice to be given to Licensor under this Agreement shall be sent by registered mail, retun► receipt requested, or by overnight courier with a tracking record of delivery to respective addresses set forth below. Except as otherwise stated herein, any notice shall be effective immediately upon being deposited with the applicable delivery agent. Licensor: Wireless Communications and License Agreement Page9ofil Licensee: Town of Vail NewPath Networks, LLC. 75 South Frontage Road 2000 Corporate Drive Vail, CO 81657 Canonsburg, PA 15317 (970)479-2154 (724)416-2000 Attn: Director of Information Technology Attn: Legal Department With a copy that shall not constitute notice to: Vail Town Attomey Contract Administrator 75 S. Frontage Road NewPath Networks, LLC Vail, CO 81657 1100 Dexter Avenue North Suite 250 Seattle, WA 98109 13. Miscellaneous. a. Governing Law: Venue. This Agreement shall be governed by and interpreted according to the laws of the State of Colorado, without reference to its choice of law or conflict of law rules. Venue for any proceeding brought in connection with this Agreement shall be in Eagle County, Colorado. b. No waiver. Except as expressly set forth in this Agreement: (i) neither Party shall be deemed to have waived any of its rights hereunder unless such waiver is in writing; (ii) no delay or omission by any Party in exercising any right shall operate as a waiver of such right or of any other right; and (iii) a waiver on any one occasion shall not be construed as a baz to, or waiver of, any right or remedy on any future occasion. c. Interaretatioa. The singular includes the plural and the plural includes the singular. Except as otherwise provided herein, references to a Section, Schedule or Exhibit mean a Section, Schedule or Exhibit contained in or attached to this Agreement, all of which are incorporated herein by reference. The caption headings in this Agreement are for convenience and reference only and do not define, modify or describe the scope or intent of any of the terms of this Agreement. This Agreement wi(1 be interpreted and enforced in accordance with its provisions and without the aid of any custom or rule of law requiring or suggesting construction against the Party drafting or causing the drafting of the provisions in question. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable by Law, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provision shall not be af%cted thereby. If any date herein set forth for the performance of any obligations by either party or for the delivery of any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday in Pennsylvania, the compiiance with such obligations or delivery shall be deemed acceptable on the next business day. These terms shatl have the indicated meaning when used in this Agteement: (i) including shall mean including, without limitation, (ii) or shall mean and/or (unless indicated otherwise), and (iii) discretion means within the applicable party's sole discrerion. Further, any reference to statute, act or code shall mean the statute, act or code as amended. d. Entire Agreement. T'his Agreement constitutes the entire and final expression of the Parties hereto with respect to the subject matter hereof, and supersede all previous agreements and understandings of the Parties, either oral or written. This Agreement can be amended only by wtitten agreement signed by the Parties. e. Counteraarts. This Agreement may be executed in multiple counterparts, each of which shall be fully executed as an original and all of which together shall constitute one and the same instrument. Wireless Communicarions and License Agreement Page 10 of 11 f Anpro�ation, Consistent with Article X, § 20 of the Colorado Constitution, any financial obligations of the Town not performed during the current fiscal year are subject to annual appropriation, and thus any obligations of the Town hereunder shall extend only to monies currently appropriated and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal yeaz. 8• Governmenta! Immuni . Licensor and its officers and employees are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations (presently one hundred fifty thousand dollars ($150,000) per person and six hundred thousand dollars ($600,000) per occurtence) or any other rights, immunities, and protections provided by the Colorado Govemmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to Licensor and its officers or employees. h• Rights and Remedies. The rights and remedies of Licensor and Licensee under this Agreement are in addition to any other rights and remedies provided by law, The expiration of this Agreement shall in no way Iimit Licensor's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. i• Municipal Corporation. Licensor is a municipal corporation under the laws of the State of Colorado. Licensor and Licensee acknowledge that this Agreement is subject to public disclosure as specified by the Colorado Open Records Act, CRS § 24-72-200 et seQ. J• k. l. v wi�ss � !thorized repr� iL —,,, Lsate: Warranty. Licensor hereby expressly disclaims all warranties of inerchantability and fitness for a particulaz purpase associated with the Property. Licensee accepts the Property "As Is" unless otherwise set forth herein. Waiver. The receipt of any sum paid by Licensee to Licensor after a breach of this Agreement shall not be deemed a waiver of such breach unless expressly set forth in writing by Licensor. Sur- iva1. Terms and conditions of this Agreement which by their sense and context survive the ter ation, cancellation or expiration of this Agreement will so survive. Licen��r and Licensee have caused this Agreement to be executed by their duly a� of th ffective Date. Wireless Communications and License Agreement Page 11 of 11 LICENSEE: NewPath Networks, LLC By: _ Name: Title: Date: Schedule 1 System Descriution The Hub Site and Node locations aze generally identified on the attached preliminary network drawings. During the design and installation process, Nodes and antennae locations will be specifically identified and approved (and may be changed) by mutual agreement of Licensor and Licensee. A form for such approval (contemplated being executed for each such location), is attached hereto as Sche�1 • 1, vvhich may be changed from time to time by mutual agreement of the parties. Wireless Communications and License Agreement Schedule 1 System Description Page 1 of 1 Hub Lease Area _� .. .�., � _____-_-� _ __ _ �.__. _._ _ _ . ,� ,___ � _�...___..�� ,; . _ _._ --._. i� � _ ; ' a; • ; � ;i � I ' ' I• �_; a .,�ti�,, � . 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' r: �':_ �..��. _ . f � _ ��' �' ' � �J� �.: � , , � � � � �� . � � '�' � �- � . f �'� •��- . r i ; �i � �, ; ; � ,t;,`��1�, � , � , , . ,�. _ � _ � :. ,�. -- ... .. �. ; + f; , .. . . —.. -� ; � '. ' . � . ^� � - ��. '� t. . . � . . . � . . � . �. _�T�, .... -.. .. �'� .. � I� _. � . �...� .. . � ., . . , _ . � � � ... � .. � �. . � ,�.. '. Wireless Communications and License Agreement Schedule 1 System Description Page 3 of 7 , r -, �. D � OD L _ " IS .� �, ; ti i, : i I, � -.•I �, } �� ., . I _ i-'r . - � i � � � . -_.. � •�� , , + � . t � . � t '; �—'!;- #�^� a � � I •� f, , « ' '4 xx . : :.� � _ � � _ L.�. � � � •� _ � 1' . L� I ' - � R • � + � � -I � � � w 4r1��• �� I '. . � . � , � � �',.! � +ilW � 4 �. i i' i � :� i t � ,. � � �' . .��--} ._ '�'�"'� , , ,s.. � . �j _. ,•_:.:' . .t - : �; � . _ : ;.. � -^--, I' � � . ' i Wireless Communicarions and License Agreement Schedule 1 System Description Page 4 of 7 � �- _ - � �� 5�`` r� � � 4 g ... � �� .'. 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Wireless Communicarions and License Agreement Schedule 1 System Description Page 6 of 7 8 f� . � `r.� 7 � -4 I I� t - g: . . . . . � . .. �'; � P S ��' - ,, � d's�`'`�" 1 ._.�i , � . g,:�i,�' �� T � , . � � . �N �° � ? � �. . � �;�a . ... ...,..-. �� .� � ei� �.� � � d � � � � r; �_ � �- %� . ..` f :.� .. t ' �; �� t i ?�;�"� . � � ' '--'�.'�,�.,. . . . . �� ' _ 7 _I ... . � . i. . . . ; Wireless Communications and License Agreement Schedule 1 System Description Pa e 7 of 7 g � I I I i � i f Schedule 1.1 Hub Site/Node Location Form Hub Site or Node location description set forth below or on attached map or construcdon drawing, LICENSOR Town of Vail By: Print Name: Title: Date: LICENSEE NewPath Networks, LLC By: Print Name: Title: Date: Wireless Communicarions and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 1 of 14 Outdoor DAS Node Locations Wireless Communications and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 2 of 14 � � � - � sy; --- .� � �;� - �$ .. -�, ��_` , � �� - 7 . �=� � .�; _ - , ; � _� fw��, '� _� � � �� F � , � _ � ''� � n _ � r,: �� `'� ' � ;� �� : � •.,� � ��, i�, .��"'�' ''�-, 'i. y ' � ��ro�� { �, x . d - 1 � I � µ1 � �� , ';' �j'�, � � � �;:� . i�h� •' , t i , �� ,i . j '�. �� - , . , .,,I i. � � - ._� � r . ,; i� � w . o- � � � �=� } . , " �,� y _.'s9 � 2 t �i s •[.. � � , . - � ' � � .� � i � ��r � ' � �fi tu p7 �v �, � M ° � � � "___ � y � . .. 8. � TM: „�� i� cn cn rn cn cn < -- �' , � y��'�'�� ', ��-ag - � N B. 9 � � � . 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Wireless Communications and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 3 of 14 I a � :�1 m � � 0 �� 3 � � m � �a ,,,a 3 � Sites and Sectors for Outdoor DAS Nodes Wireless Communicarions and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 4 of 14 � � � �� rii'' :. » Public Works Facility Monopine Design & Lease Area .�,.�. � ' �..s . •' _ �~ F,` � .y .,. .: -� ,.�. • Wireless Communications and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 5 of 14 k. r,.g: . -,— Fiber Layout Wireless Communications and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 6 of 14 � � Wireless Communications and License Agreement Sch d 1 e u e 1.1 Hub Site/Node Location Form Page 7 of 14 ----_ ., Wireless Schedule -- _�.,....�.. � ��.�� rage of 14 �1 �� /'' � � 'r+► Wireless Communications and License �greement Schedule 1.1 Hub Site/Node Location Form Page 9 of 14 Wi-Fi Network Hostname Node Type Part Serial Number Number Latitude Longitude Aititude �C VAIL165Frst- SkyExtender 710- EXPOL DualBand 00012-02 F20935209 39.640545 -106.380386 2508.060303 OO:Oa:db:03:66:3f VailAntlers-CPE S�3'Connect 710- or Outdoor 00010-03 F50161041 0 0 0 OO:Oa:db:02:11:b0 VAILAraPrk- SkyExtender 710- EXPOL DualBand 00012-02 F20908957 39.643986 -106.38887 2467.435303 OO:Oa:db:03:45:5f VAILAspLne- SkyExtender 710- EXPOL DualBand 00012-02 F20881896 39.646687 -106.326447 2517J84912 OO:Oa:db:Ol:t2:3f VAILBIkGrDr- SkyExtender 710- EXPOL DualBand 00012-02 F20933512 39.624428 -106.283089 2615.303223 OO:Oa:db:03:84:1f VAILBooFls- SkyExtender 710- EXPOL DualBand 00012-02 F20935196 39.647591 -106.321907 2534.149414 OO:Oa:db:03:683f VAILBooFls- 710- GWTR SkYGateway 00011-02 F20919211 39.64769 -106321487 2534.939941 OO:Oa:db:03:19:15 VAILBooPrk- SkyExtender 710- EXPOL DualBand 00012-02 F20839139 39.647873 -106.324867 2523.485107 OO:Oa:db:01:92:1f VAILCasSpa- SkyExtender 710- EXPOL DualBand 00012-02 F20891117 39.638218 -106.402176 2451.673584 OO:Oa:db:Ol:fd:9f VAILChkChaz- SkyExtender 710- EXPOL DualBand 00012-02 F20908897 39.640606 -106.375458 2480.034424 OO:Oa:db:03:49:7f VAILChxBus- SkyExtender 710- EXPOL DualBand 00012-02 FZ0908969 39.624962 -106.424568 2402.950928 OO:Oa:db:03:44:5f VAILCo1Dr- SkyExtender 710- EXPOL DualBand 00012-02 F20891108 39.637222 -106.29805 2570.971436 OO:Oa:db:Ol:fc:7f VAILCommns- SkyExtender 710- EXPOL DualBand 00012-02 F20764255 39.632187 -106.415817 2434.696777 OO:Oa:db:01:44:7f VAILDayCar- SkyExtender 710- EXPOL DualBand 00012-02 F20891113 39.645519 -106.37854 2502.113037 OO:Oa:db:Ol:fd:lf VAILDonPav- SkyExtender 710- EXPOL DualBand 00012-02 F20839131 39.63456 -106.409004 2430.747803 OO:Oa:db:01:8f:ff VAILDouDia- SkyExtender 710- EXPOL DualBand 00012-02 F20909035 39.643536 -106.387924 2469.311035 OO:Oa:d6:03:31:9f VAILDwdJct- 710- GW� SkyGateway 00011-02 F20919170 39.616257 -106.449623 2727.088867 OO:Oa:db:03:19:Oc VAILEasBus- SkyE�ctender 710- EXPOL DualBand 00012-02 F20873719 39.638905 -106.300835 2556.262451 OO:Oa:db:Ol:cb:5f VAILEastLdg- 710- GWROF SkYGateway F20915118 -89.999992 89.999992 0 00011-02 OO:Oa:db:03:18:2f VAILEgeNstW- 710- GWTR SkYGateway F20919176 39.620514 -106.392952 3134.248535 OO:Oa:db:03:18:fc 00011-02 VAILE1fPrk- SkyExtender 710- EXPOL DualBand 00012-02 F20908975 39.62785 -106.425392 2444.02832 OO:Oa:db:03:42:9f VAILFa1Bus- SkyExtender 710- EXPOL DualBand 00012-02 F20809774 39.645042 -106.307068 2547.146729 OO:Oa:db:01:69:bf VAILFireNl- SkyExtender 710- EXPOL DualBand 00012-02 F20859642 39.637�3 -106.301155 2561112305 OO:Oa:db:Ol:d7:7f VAILFireN2- 710- GWROF SkYGateway F20915135 39.642208 -106.37896 2488.088623 OO:Oa:db:03:1833 00011-02 VAILFordSo- SkyExtender 710- EXPOL DualBand 00012-02 F20873794 39.638367 -106.366013 2492.923096 OO:Oa:db:O1:a0:ff Wireless Communications and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 10 of 14 � �.rL� 1 � Hostname Node Type pa� Serial Number Number Latitude Longitude Altitude VAILFrdPrk- SkyExtender 710- MAC EXPOL DualBand 00012-02 F20908988 39.639935 -106.366386 2494.196289 OO:Oa:d6:03:41:df VAILGolfl3- SkyExtender 710- EXPOL DualBand 00012-02 F20908996 39.645691 -106.332069 2514.617188 OO:Oa:db:03:40:5f VAILGoIfCI- SkyExtender 710- EXROF DualBand 00012-02 F20873736 39.64172 -106.344772 2506.025635 OO:Oa:db:O1:c8:5f VAILGorBus- SkyExtender 710- EXPOL DualBand 00012-02 F20908980 39.633453 -106.410255 2420.54126 OO:Oa:db:03:40:df VAILGorsuc- SkyExtender 710- EXPOL DualBand 00012-02 F20891126 39.640823 -106.373116 2484.612061 OO:Oa:db:Ol:fe:bf VAILGymnas- 710- GWROF SkYGateway F20919169 39.646431 -106.388519 2506.913086 OO:Oa:db:03:19:Od VAILGymnas2_ 00011-02 S Gatewa � 10- GWROF � y 00011-02 F20915115 39.64653 -106.388481 2512.072754 OO:Oa:db:03:18:1e VAILHanRan- SkyExtender 710- EXPOL DualBand 00012-02 F20916341 39.640106 -106.372879 2488.291016 OO:Oa:db:03:4b:df VAILHou142- SkyExtender 710- EXPOL DualBand 00012-02 F20908966 39.642715 -106.380516 2475.302246 OO:Oa:db:03:43:ff VAILIceRnk- SkyExtender 710- EXPOL DualBand 00012-02 F20832549 39.644001 -106.383789 2483.291748 OO:Oa:db:Ol:b3:df VAILIntBri- SkyExtender 710- EXPOL DualBand 00012-02 F20890359 39.641026 -106.375648 2477.281982 OO:Oa:db:01:f7:bf VAILKinBus- SkyExtender 710- EXPOL DualBand 00012-02 F20891133 39.618958 -106.428368 2382J18994 OO:Oa:db:Ol:fb:5f VAILLftHse- S1cyE�ctender 710- EXPOL DualBand 00012-02 F20891112 39.644249 -106.388298 2474.272949 OO:Oa:db:Ol:fc:ff � VAILLHBus- SkyExtender 710- EXPOL F20909027 39.643681 -106387062 2475.569824 OO:Oa:db:03:30:9f DuaiBand 00012-02 VAILLHI70- SkyExtender 710- EXPOL DualBand 00012-02 F20908874 39.644806 -106.389137 2480.512451 OO:Oa:db:03:5d:df VAILLHMoes- SkyExtender 710- EXPOL DualBand 00012-02 F20891128 39.643898 -106.389816 2499.722168 OO:Oa:db:Ol:fe:ff VAILLHPkG SkyExtender 710- EXPOL DualBand 00012-02 F20908962 39.64431 -106.38604 2482.513184 OO:Oa:db:03:43:7f VAILLHP1cE_ SkyExtender 710- EXPOL DualBand 00012-02 F20935227 39.64439 -106.385094 2486.199707 OO:Oa:db:03:9c:bf VAILLHPkW- SkyExtender 710- EXPOL DualBand 00012-02 F20908876 39.64439 -106386887 2483.990234 OO:Oa:db:03:5e:1f VAILLHPIaz_ SkyExtender 710- EXPOL DualBand 00012-02 F20908951 39.643696 -106.390572 2470.389404 OO:Oa:db:03:44:9f VAILLHSqu- SkyExtender 710- EXPOL DualBand F20908987 39.642658 -106.389923 2468.953613 OO:Oa:db:03:41:bf VAILLHVAWh SkyExtender �� 12-02 se-EXPOL DualBand 00012-02 F20908968 39.642818 -106.393349 2470.900879 OO:Oa:db:03:44:3f VAILLibr- 710- GWROF SkYGateway F20915117 39.643429 -106.383904 2471.096924 OO:Oa:db:03:18:30 VailLionsHeadA SkyConnect ��11-02 nnex-CPE or Outdoor 00010-03 F50161057 0 0 0 VailLionsHeadI SkyConnect 710- OO:Oa:d6:02:I1:a0 nn-CPE or Outdoor 00010-03 F50161256 0 0 0 VAILMarriN- SkyE�ctender 710- OO:Oa:db:02:10:a6 EXPOL DualBand 00012-02 F20891122 39.643188 -106.391518 2483.217773 OO:Oa:db:Ol:fe:3f � Wireless Communicafions and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 11 of 14 Hostname Node Type Pa� Serial Number Number Latitude Longitude Altitude MAC VAILMarriW- SkyExtender 710- EXPOL DualBand 00012-02 F20909033 39.642834 -106.39241 2467.881836 OO:Oa:db:03:31:5f VAILMarStt- SkyExtender 710- EXPOL DualBand 00012-02 F20908972 39.628235 -106.419159 2402.526367 OO:Oa:db:03:423f VAILMeaCrk- SkyExtender 710- EXPOL DualBand 00012-02 F20908998 39.620056 -106.428001 2386.569824 OO:Oa:db:03:40:9f VAILMedCtr- SkyExtender 710- EXPOL DualBand 00012-02 F20930975 39.643082 -106.383202 2475.892578 OO:Oa:db:03:7f ff VAILMidCrk- SkyExtender 710- EXROF DualBand 00012-02 F20924651 39.645966 -106.380539 2524.767578 OO:Oa:db:03:68:ff VAILMidRnd- SkyExtender 710- EXPOL DualBand 00012-02 F20891118 39.643307 -106.376778 2493.232422 OO:Oa:db:Ol:fd:bf VAILMunCtr- 710- GW� SkyGateway 00011-02 F20915129 39.644127 -106.380066 2493.196289 OO:Oa:db:03:1838 VAILPedXvr- SkyExtender 710- EXPOL DualBand 00012-02 F20891103 39.64463 -106.39019 2487.701904 OO:Oa:db:Ol:fb:df VAILPopWgn- SkyExtender 710- EXPOL DualBand 00012-02 F20909009 39.640079 -106.374008 2482.077637 OO:Oa:db:03:33:5f VAILPtatoPDr- SkyExtender 710- EXPOL DualBand 00012-02 F20832525 39.648537 -106.392036 2574.099365 OO:Oa:db:Ol:af:9f VAILPub WkE- 710- GWROF SkYGateway 00011-02 F20915108 39.642845 -106.354698 2508.735352 OO:Oa:db:03:18:26 VAILIZacClu- SkyExtender 710- EXPOL DualBand 00012-02 F20858947 39.630207 -106.28669 2598.754883 OO:Oa:db:01:98:5f VAILRedSanRd SkyExtender 710- -EXPOL DualBand 00012-02 F20908983 39.647388 -106396172 2501.432129 OO:Oa:db:03:41:3f VAILSanBus- SkyExtender 710- EXPOL DualBand 00012-02 F20890318 39.64563 -106.390503 2494.872803 yyyy VAILSanDrBus- SkyEactender 710- EXPOL DualBand 00012-02 F20935331 39.644733 -106.397934 2491.250488 OO:Oa:db:03:8b:1f VAILSimRBus- SkyE�ctender 710- EXPOL DualBand 00012-02 F20873779 39.643036 -106.399292 2478.290039 OO:Oa:db:Ol:cd:7f VAILSkiClu- SkyExtender 710- EXPOL DualBand 00012-02 F20909003 39.638454 -106.367355 2492.670654 OO:Oa:db:03:35:1f VAILSonAlp- SkyExtender 710- EXPOL DuaiBand 00012-02 F20891119 39.642021 -106.377144 2482.66626 OO:Oa:db:Ol:fd:df VAILStream- SkyExtender 710- EXPOL DualBand 00012-02 F20908953 39.633232 -106.291451 2579.788086 OO:Oa:db:03:44:df VAILSunBus- SkyExtender 710- EXPOL DualBand 00012-02 F2�890321 39.641247 -106.3494ll 2502.162598 OO:Oa:db:O1:f5:5f VAILTimBus- SkyExtender 710- EXPOL DualBand 00012-02 F20876235 39.632984 -106.293503 2577.217773 OO:Oa:db:Ol:bd:5f VAILTimRid- SkyExtender 710- EXPOL DualBand 00012-02 F20908981 39.63924 -106.403969 2458.951172 OO:Oa:db:03:40:ff VAILTivLod- SkyExtender 710- EXPOL DualBand 00012-02 F20891129 39.64035 -106.370811 2488.428711 OO:Oa:db:Ol:ff:lf VAILTivS- SkyExtender 710- EXPOL DualBand 00012-02 F20935277 39.63974 -106.370834 2490.051758 OO:Oa:db:03:9e:df VAILTransCtr- 710- GWROF SkYGateway F20807531 39.642246 -106373215 2497.926025 OO:Oa:db:03:Ol:la 00011-02 VAILTransE- 710- GWROF SkYGateway F20807533 39.64193 -106.371674 2496.168457 OO:Oa:db:03:01:18 00011-02 Wireless Communications and License Agreement Schedule 1.1 Hub Site/Node Location Form Page 12 of 14 � FIostname Node Type Part Serial Number Number Latitude Longitude Altitude VAILTransW- SkyExtender 710- MAC EXPOL DualBand 00012-02 F20858959 39.642445 -106.374367 2493.456787 OO:Oa:db:01:98:df VAILVaiRun- SkyExtender 710- EXPOL F20908869 39.642883 -106.396988 2472.231201 OO:Oa:db:03:5d:3f DualBand 00012-02 VAILViIICtr- SkyEatender 710- EXROF DualBand 00012-02 F20858956 39.64185 -106.375458 2487.357422 OO:Oa:db:01:97:bf VAILVRC- 710- GWROF SkYGateway 00011-02 F20919216 39.630875 -106.290375 2592.561035 OO:Oa:db:03:19:10 VAILVRCBrL- SkyExtender 710- EXPOL DualBand 00012-02 F20908965 39.631248 -106.28846 2590J40479 OO:Oa:db:03:43:df VAILVRCMid- SkyExtender 710- EXPOL DualBand 00012-02 F20891121 39.632084 -106.290794 2590.630615 OO:Oa:db:Ol:fe:lf VAILVRCWest- SkyExtender 710- EXPOL DualBand 00012-02 F20891104 39.631954 -106.291779 2592.123779 OO:Oa:db:Ol:fb:ff VAILVrdTen- SkyExtender 710- EXROF DualBand 00012-02 F20908994 39.640831 -106.364014 2506.95166 OO:Oa:d6:03:40:1f VAILWesBus- SkyExtender 710- EXPOL DualBand 00012-02 F20908964 39.630486 -106.41964 2419.594482 OO:Oa:db:03:43:bf VAILWestMa- SkyE�ctender 710- EXPOL DualBand 00012-02 F20873807 39.630833 -106.417114 2419.083496 OO:Oa:db:Ol:a2:9f � C� � Wireless Communications and Licens Schedule 1.1 Hub Site/Node Location Formee age 13 of 14 .�.. �.r Wireless Communications and License Agreement � Schedule 1.1 Hub Site/Node Location Form Page 14 of 14 Schedule 2 Pro e For all purposes of this Agreement, the following terms shall be defined as follows: Pro e: Land and property owned or controlled by the Town of Vail, Vail, CO Primarv Puruose: Governmental Purposes Wireless Communications and License Agreement Schedule 2 Property Page 1 of 1 Schedule 3 Ezistine A¢reements NONE Wireless Communicarions and License Agreement Schedule 3 Existing Agreements Page 1 of 1 Schedule 4 Licensee's Fiber Made Available to Licensor AND AGREED TOl Wireless Communicarions and License Agreement Schedule 3 Existing Agreements Page 1 of 1 Eahibit A Aanlication and Additional License [To Licensor at Notice Address] RE: Wireless Communications and License Agreement (Agreement) dated by and between the Town of Vail, Colorado (Licensor) and NewPath Networks, LLC. (Licensee) This letter shall confirm the agreement of Licensor and Licensee that the following Attachments are included in the Agreement: Crow_ n Node # I Node_ lo_ cation Eauinment included in Attachment AttachmentDate and additional Fiber Network used The Additional Licenses for the above referenced Attachments are hereby granted as of the attachment date set forth above. LICENSOR: Town of Vail By: _ Name: Title: Date: Wireless Communications and License Agreement Exhibit A Application and Additional License Page 1 of 1 LICENSEE: NewPath Networks, LLC By: _ Name: Title: Date: Eahibit B Notification of Removal bv Licensee [To Licensor at Notice Address] �: Wireless Communications and License Agreement (Agreement) dated by and between Town of Vail (Licensor) and NewPath Networks, LLC (Licensee) This letter shall confirm the agreement of Licensor and Licensee that the following Attachments were removed: Crown Node # Node location RemovalDate The Licenses for the above referenced Attachments are hereby terminated as of the removal date set forth above. LICENSOR: Town of Vail By: _ Name: Title: Date: Wireless Communications and License Agreement Exhibit B Notification of Removal by Licensee Page 1 of 1 LICENSEE: NewPath Networks, LLC By: _ Name: Title: Date: Eah_ ib_it C System Snecifications I. GENERAL A. PURPOSE. The purposes of these site standards are to govem the use of the Structures for the benefit of Licensee and Licensor to provide guidance on the quality of equipment installation required by the Agreement. B. TERMS. The Terms with initial capital letters herein shall have the meanings ascribed to them in the Agreement. C. STATE AND NATIONAL STANDARD3, qll installations at the time of installation of each Structure, and thereafter at the time of each modification to each Structure, must conform to the latest version of all state and national regulations and the following state and national codes or any supplements, amendments or provisions that supersede them, including without limitation: 1. American National Standards Institute, Telecommunications Industry Association, Electronic Industries Association Standazds. 2. Federal Communications Commission ("FCC") Rules and Regulations, including 47 C.F.R. §§ 17.1—.58; 47 C.F.R. § 1.1307 et seq; and FCC OET Bulletin 65. 3. Building Officials and Code Administrators International, Inc. ("BOCA") Codes, including the most current version of the following: • BOCA National Building Code • BOCA National Fire Prevention Code • BOCA International Mechanical Code 4. National Fire Protection Association Codes, including the following: • Code 70 (National Electrical Code) • Code 90A (Installation of Air Conditioning and Ventilating Systems) • Code 90B (Installation of Warm Air Heating and Air Conditioning Systems) • Code 101 (Life Safety) • Code 110 (Emergency and Standby Power Systems) • Code 780 (Lightning Protection) 5. Currently adopted State and Local Building and Fire Safety Codes, and to the extent any Local codes conflict with any codes in this Exhibit C, the Local codes shall control. 6. Occuparional Safety and Health Administration, Department of Labor Rules and Regulations regazding Safety and Health Standards, including 29 C.F.R. § 1910.268 (Special Industries - Telecommunications). D. GENERAI,/pppROVAL 1. Prior to installations of any of Attachments, Licensor will futnish to Licensee all documents and approvals required pursuant to the Agreement. Licensee shall furnish to Licensor a complete list of all materials required for the installation, photo simulations, architectutal and engineering plans, structural calculations, shop drawings, and Wireless Communications and License Agreement Exhibit C System Specifications Page 1 of 8 equipment specifications. No work shall proceed until Licensor has approved the planned installation. 2. The Attachments may not be operated until the installation is approved by Licensor in writing. 3. The following will not be permitted at the Hub Site or any Licensed Structure without the prior written consent of Licensor: a. Any equipment without FCC type acceptance or other FCC equipment authorization under Part 2 of the FCC's Rules and Regulations, or equipment that does not conform to FCC rules and regulations. b. Add-on power amplifiers. c. Open rack mounted receivers and transmitters. d. Equipment with crystal oscillator modules that have not been temperature compensated. e. Non-continuous duty rated transmitters used in continuous duty applications. f. Transmitter outputs without a harmonic filter and antenna matching circuitry. 4. Unless otherwise stated within the Agreement, no work shall be performed at the Hub Site or any Licensed Structure (including, but not limited to, the modification of transmission lines) except routine or emergency maintenance, without the prior written consent of Licensor. At Licensor's option, scheduling of such work will be coordinated with Licensor to allow Licensor to have a representative present during the performance of the work. All installation, repair and maintenance work conducted by Licensee will be in accordance with good engineering practices and the terms and conditions of this specification. 5. No animals (except service animals as recognized by law) or persons under the age of majority as determined under the laws of the state where the Hub Site is located are permitted at the Hub Site at any time. 6. Except as permitted in the Agreement or as otherwise agreed by Licensor in writing, Licensee will not make alterarions or physical additions in or to a Structure without Licensor's prior written permission. E. INSPECTION. In accordance with the terms of this Agreement, Licensor reserves the right to inspect the Attachments and the Hub Site in order to ensure compliance with these site standards. Any such inspection will be solely for the information and use of Licensor and does not constitute any approval of or acquiescence to the conditions at the Structure that might be revealed during the course of the inspection. F. EQUIPMENT. Movement of construction vehicles, equipment buildings, generators and similazly large equipment in or azound the Property will be restricted to times and locarions designated by Licensor. Licensor will determine the method of routing to enswe the safety of all concerned parties and minimize damage to the Property and Structures. At least twenty-four (24) hours advance notice is required prior to the movement of equipment. Licensor will determine the manner in which the Attachments will be placed. 2. Licensor will have the authority to determine the maximum equipment weight allowed in any azea of a Licensed Structure. G. RADIO FREQUENCY INTERFERENCE PROTECTIVE DEVICES. If, due to a Licensee's proposed modification, there exists any change to the Radio Frequency ("RF") environment, Licensor may, at its sole discretion and Licensee's cost, require additionai protective devices. In Wireless Communications and License Agreement Exhibit C System Specifications Page 2 of 8 order to properly evaluate any proposed modification, Licensor shall have the right to request the following information from the Licensee: • Theoretical transmitter mixes - Combiner/multicoupler configurations • Historical problems • Calculated and measured level of IM products (these issues should be resolved beforelaunch) • Spectrum analyzer measurements • Voltage Standing Wave Radio ("VSWR") measurements • Existing cavity selectivity H. LIGHTNING SURGE ARRESTOR. Antenna lines entering any Radio Space must have a suitable lightning surge arrestor installed within two (2) feet of the cable entry port. The surge arrestor must be bonded to the site grounding system. II. CABLE A. All transmission lines will be installed and maintained to avoid kinking and/or cracking. B• Transmission interconnecting cables and jumpers will be constructed of solid copper outer conductor SuperflexTM or hazdline. C• Cables will not be installed, after the initial installation, without written permission by Licensor. D. Each cable will be tagged with weatherproof labels showing the owner's name at both ends of the cable nui, or such cable shall be color coded with vinyl tape, with Licensor's approval of color code. E. Each cable fastener that is exposed to the weather will be stainless steel. F• All interconnecting cables/jumpers will have shielded outer conductor. G• Interior cables will run in troughs or cable trays and on cable or wave guide bridges at intervals of no less than three (3) feet. H• Outside cables will be attached with stainless steel hangers and non-conosive hazdware. I• All unused lines will be tagged, using color codes, at both ends showing termination points with the appropriate impedance termination at each end. 7• All AC line cords must be 3-conductor type with attached grounding plugs. All AC line cords installed in permanently affixed racks shall utilize locking-type plugs. K• All transmission lines will be grounded at both end of the Attachments and at the Licensee's Radio Space entry point, with the appropriate grounding kits. Grounding will be in accordance the specifications outlined within these System Specifications. L• All cables running to and from the exterior of the cabinet will be one hundred percent (100%) ground shielded. Preferred cables aze: Heliax�, SuperflexT"� or braided grounds with foil wrap. M• All other interior cables must be '/e, %z SuperflexTA1 or value flex as manufactured by Andrew Corporation or approved equal. III. CONNECTORS A. Connectors will be Teflona� filled, UI�' or N type, SMA, or DIN type including chassis/bulkhead connectors. Wireless Communications and License Agreement Exhibit C System Specifications Page 3 of 8 � i B. Connectors will be properly fabricated (soldered, if applicable), if field installed. C. Connectors will be taped and ScotchkotedT"� or equivalent at least 4 onto the jacket, if exposed to the weather. D• Male pins must be of proper length, in accordance with manufacturer's specifications. E. Female contacts will not be spread. F. Connectors must be pliers tight. Hand tight is not acceptable. G. Connectors will be silver-plated or brass. H. Connectors must be electrically and mechanically equivalent to the Original Equipment Manufacturers ("OEM") connectors. IV. RECEIVERS A. All RF shielding must be in place. B. Receivers must meet manufacturer's specificarions, particularly with regazd to bandwidth, discriminator, swing and symmetry and spurious responses. C. Crystal filters, pre-selectors, and cavities must be installed in RX legs, where appropriate. V• TRANSMITTERS A. Transmitters must meet manufacturer's original specification. B. All RF shielding must remain in place. C. Transmitters must be tagged with owner's name, contact name, contact phone number, equipment model number, serial number and operaring frequency(ies) and a copy of Licensee's cutrent FCC license for such transmitter. D• All low level, pre-driver and driver stages in the exciters must be shielded. E. All power amplifiers must be shielded. F. Output power will not exceed that specified on the applicable FCC license. VI. COMBINERS/MUI,TICOUPLERS A. Combiners/multicouplets will meet the manufacturer's specificarions. B. Combiners/multicouplers must be tuned using the manufacturer's approved procedures. C. Combiners/multicoupler must provide a minimum of 60 dB transmitter to transmitter isolation. VII. CABINETS A. All cabinets must be bonded together and to the equipment building ground system. B• All cabinet doors must be secwed. C. All non-original holes larger than 1 must be covered with copper screen or solid metal plates. D. Current licenses for all operating frequencies must be mounted on the cabinet exterior for display at all times. Wireless Communications and License Agreement Exhibit C System Specifications Page 4 of 8 E. All cabinets must be labeled, identifying owner and contents. VIII• MAINTENANCE/TUNING PROCEDURES A. If the Radio Space is within a common equipment shelter, access will be by authorized personnel only. B• Only qualified employees or agents of Licensee will perform maintenance and tuning. Prior written consent is not required for this work. C. Equipment operating parameters must meet manufacturer's specifications. D. All cover, shield and rack fasteners must be in place and securely fastened following these procedures. IX• INTERFERENCE DIAGNOSTIC PROCEDURES A. In accordance with the Agreement, Licensee must cooperate immediately with Licensor when called upon to investigate a sowce of interference, whether or not it can be conclusively proven that any portion of the System is involved. B. Lengths: 1• Cable runs will not be longer than necessary to provide a proper connection and normal maintenance and operation. 2• No coiled lengths will be permitted on the ice bridge or on the gtound. C. Entry: 1. Entry of cable to the interior of the Licensee's Radio Space will be via ports provided in the Licensee's Radio Space's wall. 2• Cable entrance port will be provided with a boot to seal. The boot shall be a Microflect or equivalent commercial product made specifically for the type of cable or waveguide and the size of the port. 3. Seals will be installed in accordance with the manufacturer's instructions and will be sealed against moisture. X. EQUIPMENT LOCATED WITHIN A COMMON EQUIPMENT SHELTER A. Equipment Installarion Requirements in a common equipment shelter: 1• Licensor must approve mounting of Attachments to interior or exterior building walls prior to installation. 2• All racks and equipment will be plumb and true with walls and floor. 3. Instaliation of Attachments will be consistent with the electrical and operation requirements of such Attachments. 4• The Attachments wili be installed in a neat and workmanlike manner to provide a professional, finished installation. 5• All of Licensee's equipment shall be labeled. B. Transmission Lines Routing: Wireless Communications and License Agreement E�chibit C System Specifications Page 5 of 8 1• All cables will be placed and secured in cable trays or troughs within the Licensee's Radio Space to the equipment racks and termination points. C• Lengths: 1• Cable lengths will not be longer than necessary to provide proper connecrion. 2• No coiled lengths will be permitted in the tray or elsewhere in the Licensee's Radio Space or elsewhere in the common equipment shelter. D. Licensor has provided transient surge protection on the primary AC feed to the Radio Space. However, Licensor does not provide any warranty against electrical swge. Therefore, Licensor recommends that Licensee install, at Licensee's expense, individual transient surge protection on each circuit used by Licensee. E. Licensee will operate equipment with all shields attached, cabinet doors closed and side panels attached. F. Neither Licensee nor its representatives will interfere with any other attachments or systems at the Structure. Licensee will not trip any electric service breakers for any reason without Licensor's prior written approval. G. Licensee will not adjust, attempt to adjust or otherwise tamper with the temperature control thermostats within a Licensed Structure. Licensor will adjust thermostats as required to maintain the standard building temperature. XI. GROUNDING A. Licensee must adhere to the grounding specifications listed herein, based upon the Attachments at the Structure. B. All exterior grounding connections to the main ground loop will use exothermic welding (Cadweld�). C. Cables will be grounded, at a minimum, prior to the point of entry to the Hub Site. D. Cable grounding leads will connect to a separate point for each run to the common ground point. E. Grounding straps will be kept to a minimum length and as near as possible to the vertical down lead. Straps will be consistent with the restraints of protective dress and access. F. Each rack will be a properly sized, insulated ground lead from the rack safety and signa] grounds to a grounding point on the ground plate. G. The insulated ground lead must follow the cable tray routing and must be located in the tray. H. Each rack will be separately grounded. XII. ELECTRICAL A• Polarized electrical outlets must be installed for all transmitters when possible. B• Surge protection will be provided for all base stations. �II• ELECTRICAL DISTRIBUTION A• Within the Hub Site, all electrical wiring from the distribution breaker panel will be via rigid metal conduit, routed along the underside of the cable tray to a point directly above the equipment rack. Wireless Communications and License Agreement Exhibit C System Specifications Page 6 of 8 �V• TEMPORARY LOADS A. Test equipment, soldering irons or other equipment serving a test or repair function will be used if the total load connected to any single or duplex receptacle does not exceed fifteen (15) amps. B• Test equipment to be used in piace for more than seven (7) days will require approval by Licensor prior to placement. XV.DOORS. Doors accessing buildings or shelters that house the Attachments wil] not be left unlocked or propped open except as required for moving equipment. �I• LICENSED STRUCTURE AppgqRqNCE A. Licensee will be required to remove all trash, dirt, debris and other materials that it brings onto or creates at a Structure. B. No food or drink will be permitted at the Hub Site or within a Structure except as allowed by Licensor. C. No smoking is permitted at a Structure or the Hub Site. D• Doorways, vestibules and other azeas in and azound a Structure will not be obstructed or used by Licensee for any purpose other than the intended purpose. E. Damage to a Licensed Structure, the Hub Site, or any portion of the Property, caused by Licensee, its Wireless Carrier customer, or either of their respective agents or contractors, will be the responsibility of Licensee. F• Licensee's installation must be maintained in a neat and orderly manner. G. Signs, advertisements, graphics or notices (except for warning signs placed by Licensor, or that Licensee may be required to post in compliance with laws, ordinances, regulations or rules adopted or promulgated by any appropriate Government Entity) are not permitted in or around a Structure or the Hub Site. H. Licensee shall not move or modify signs placed on or azound Structures by Licensor. I• All signs placed on or azound any of the Licensed Structures shall comply with the Town of Vail sign code, as applicable. XVII. STORAGE. Except as expressly permitted by Licensor, no equipment, parts or materials will be stored at a Structure by Licensee. Licensee may store such material within the Hub Site as reasonably necessary for the operation and maintenance of the System. X�• DAMAGE. Licensee will report to Licensor any damage to a Structure, structure, component or equipment that is observed by Licensee, whether or not caused by Licensee. �X• REPORTING ON SITE A. Emergency twenty-four (24) how contact number(s) must be displayed on the outside of Licensee's equipment cabinets or in Licensee's Radio Space. B. Routine service calls will be scheduled between the hours of 8:00 a.m. and 5:00 p.m. weekdays. C• Personnel must urilize appropriate access devices (such as cazds or combinations where applicable) to prevent activation of the alarm system when entering shared Licensed Structure space. When exiting the Licensed Structure, the security system must be re-armed. Wireless Communications and License Agreement Eachibit C System Specificarions Page 7 of 8 D. Licensee will comply with these System Specificadons requirements for the security of the Structure. Wireless Communications and License Agreement Exhibit C System Specifications Page 8 of 8 E$hibit D Fiber Network Standards E1• Initial Minimum Standards at Installation. All fiber connectivity will be a continuous path utilizing fusion splices from the Hub location(s) to the remote antenna locations. Below are the industry standazd specifications for the Network Fiber at installation: Below aze the industry standard specifications for the Network fiber at installation: From Glass Loss: <0.35 d8/km @ 1310 nm wavelength �0•2� dB/km @ 1550 nm wavelength From Insertion Loss (Connectors): <0.1 dB per LC connector From Splice Loss: <� -5 dB for single-mode fiber Optical Time Domain Reflectometer ("OTDR") test should be performed and the results provided to Crown as the basis for the minimum standards (Baseline Standazd) for the Fiber Network during the Term. B• Maintenance and Res onse to Outa es. The Parties er �t that the Fiber Network will operate at the standards set forth above and in the event of a Fiber Netwo: -e, Licensee will use commercially reasonable efforts to repair the Fiber Network within r �� ' h failure. Licensor will use commercially reasonable efforts to assist licensee as r �Y Resolution No. 9, Series 2012 .`