Carrier Managed Services Master Agreement

2.

SCOPE

2.1

Subject to the terms and conditions of this Agreement, Vendor shall (i) build, install, test and maintain a wireless communications network (the “Vendor Network”) to augment select roaming coverage and Roaming Services provided by Vendor to Verizon pursuant that certain Domestic GSM & LTE Roaming Agreement dated August 21, 2014, as amended, between the Parties (the “Roaming Agreement”), and (ii) provide to Verizon certain other services related thereto as described herein. The Vendor Network shall be comprised of a radio access network and mutually agreed radio access network equipment (collectively, the “Vendor RAN”) located at mutually agreed cell site locations, and using a transport network to interconnect the Vendor RAN exclusively to Verizon at mutually agreed termination points, as set forth in this Agreement and the Service Orders entered into between the Parties hereunder. In exchange for the provision of the Services as described herein, the Parties agree that Verizon will pay to Vendor the amounts set forth in Exhibit A attached hereto.

2.2

Concurrently herewith, the Parties or their Affiliates have entered into that certain Amendment #5 to the Roaming Agreement pursuant to which Vendor shall remain responsible for providing Roaming Services to the Cell Sites for the duration of the Build Out Plan in accordance with the terms set forth herein.

3.1

This Agreement shall commence on the Effective Date and shall remain in effect until the expiration or termination of the Service Commitment Period for each Cell Site (the “Term”).  

3.2

The Service Commitment Period for each Cell Site shall initially be seven (7) years from the date of Commercial Service is launched at such Cell Site (the “Initial Service Commitment Period”). At the end of such Initial Service Commitment Period, the Services for such Cell Site shall automatically renew for up to two (2) additional three (3) year periods (each such period a “Renewal Service Commitment Period”) under the terms and conditions of this Agreement and in accordance with the applicable Service Order, unless Verizon provides no less than twelve (12) months’ notice prior to the end of the then-current Service Commitment Period. Pricing for each Renewal Service Commitment Period shall include only the Monthly Recurring Costs and not any Deployment Incentives.

5.1

Vendor shall provide to Verizon the Services at each of the Cell Sites and Verizon shall purchase the Services pursuant to the terms and conditions set forth in this Agreement. If Vendor notifies Verizon that additional sites are available after the execution of this Agreement, Verizon may elect to purchase the Services at such additional sites by submitting a new Service Order for such sites, but shall be under no commitment to do so, provided any new Service Order for such additional sites shall be governed by the terms of this Agreement.

5.2

The Parties agree that one or more of Vendor’s Affiliates may provide the Services, and that with respect to the applicable Cell Sites, Verizon shall be entitled to enforce all the rights and remedies as set forth in this Agreement with respect to such Affiliate.

5.3

The Parties agree that the Completion Date shall be subject to any Excusable Delay or Force Majeure.

5.4

Following the Effective Date, Verizon or Vendor may request any changes or additional requests to the Services as outlined in the Build Out Plan in writing pursuant to a Change Order Request, including relocating an approved location to an alternative location. Following receipt of the Change Order Request, the non-requesting Party shall review and respond within [***] calendar days with such additional terms, pricing, and specifications as they may require in connection with such changes or additional requests (the “Change Order Response”). Following receipt of the Change Order Response, the original requesting Party shall review and respond within [***] calendar days with its acceptance or rejection of the changes proposed in the Change Order Response. If either Party requests a change that reduces the level of Services and a corresponding reduction in the applicable Monthly Recurring Costs, the non-requesting Party shall use commercially reasonable efforts to review and respond to such Change Order Request. For the avoidance of doubt, (i) Verizon shall not be obligated to accept a lower level of Services than included in the Build Out Plan, and

5.5

The Build Out Plan shall include the list of Cell Sites, applicable Monthly Recurring Cost for each Cell Site based on the Verizon Spectrum bands utilized, transport capacity, and projected Completion Date for each Cell Site. Verizon shall have the right, in its sole discretion, to (i) modify the specifications provided by Verizon as set forth in Exhibit B or (ii) remove up to [***]Cell Sites for any or no reason, and (ii) remove any Cell Site if Verizon deems it unlikely that Vendor will meet the KPIs in Exhibit E (1) after review with Vendor, within [***]days of the Effective Date or to the extent Vendor has not placed any orders for equipment for such Cell Site. [***]days after the Effective Date, Exhibit B shall be deemed final and all Service Orders placed by Vendor shall include the specifications as listed on such final Exhibit B.  Vendor shall complete the Build Out in strict conformance with the Build Out Specifications.

(i)

Approximately sixty (60) days prior to the date Vendor expects any Cell Site(s) to be ready for Location Approval, Vendor or its Affiliate shall provide to Verizon a Service Order for the applicable Cell Site(s) and include the specifications for such Cell Site as set forth in Exhibit B and any updates to the projected Completion Date.  

(ii)

Verizon shall provide Vendor with the configuration files for the applicable Cell Site(s) from Verizon and Vendor shall complete the Build Out Specifications.

(iii)

Vendor shall perform or cause to be performed all Cell Site testing as set forth in Exhibit B (2) to ensure that the Services perform in accordance with the Build Out Specifications. Following completion of testing, Vendor shall notify Verizon that it has met the Completion Date for such Cell Site(s) and the Location Approval requirements set forth in Exhibit B (2) (“Location Approval Requirements”). If testing indicates that any of the Cell Sites do not conform to the Build Out Specifications or Location Approval Requirements, then Vendor shall notify Verizon, in writing (which may be done by email), of such nonconformance promptly following Vendor’s knowledge of such non-conformance. Verizon will advise Vendor whether Vendor should submit the non-conforming Cell Site for approval notwithstanding such issues. Vendor and Verizon shall continue to provide their mutual cooperation until Vendor has cured all nonconformance to the Build Out Specifications and Location Approval Requirements with respect to the Cell Site thereafter.  

(iv)

Following the submission of the Location Approval Requirements, Verizon shall notify Vendor within [***] business days whether Verizon accepts or rejects the applicable Cell Site(s), together with a detailed written explanation of any issues with the documentation provided, or the Location Approval Requirements will be deemed accepted.  If Verizon rejects the applicable Cell Site Location Approval Requirements, Vendor shall use commercially reasonable efforts to

(v)

Following completion of the Location Approval Requirements, Verizon shall complete the integration and optimization activities set forth in Exhibits B (3), (4) and (5).

(vi)

Following completion of the integration and optimization activities, Verizon shall submit a Commercial Service Approval Form to Vendor at ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, substantially in form set forth in Exhibit G (2). Commercial Service Approval shall occur upon the earlier of Vendor’s subsequent receipt of a Commercial Service Approval Form approving the applicable Cell Site(s)  or as otherwise set forth in this Section 5.  If Verizon fails to submit the Commercial Service Approval Form rejecting the applicable Cell Site(s) to Vendor within [***], together with such written explanation and test results, Commercial Service Approval shall be deemed to have occurred. For the avoidance of doubt, launch of Commercial Service at a Cell Site shall also result in Commercial Service Approval from Verizon.

5.6

The following remedies shall apply in the event Vendor fails to meet a Completion Date:

(i)

In the event that Services at a Cell Site are not available for Verizon’s approval testing within thirty (30) days after the Completion Date specified in the Service Order, Verizon and Vendor shall meet in good faith to determine the cause of such delay and agree upon a new Completion Date, provided such new Completion Date must be within [***]days of the original Completion Date. In the event that the Services at a Cell Site are not available on the new agreed upon Completion Date, Verizon may, in its sole discretion, elect to either (a) receive a credit equal to the Monthly Recurring Cost for such Cell Site for each month beyond the agreed upon new Completion Date that the Cell Site is not ready for approval testing; or (b) terminate the Services for such Cell Site without financial liability.  

(ii)

To the extent a delay or failure of Vendor to meet the Completion Date specified in the Service Order was caused by a Force Majeure or an Excusable Delay, the Completion Date will be extended by a day for each day such condition continues, up to an aggregate of [***]days for all Force Majeure and Excusable Delay extensions for such Cell Site, after which Verizon may terminate in accordance with Section 19.

(iii)

To the extent Roaming Services are impacted, Vendor shall maintain GSM/UMTS/LTE Roaming Service to the affected Cell Site upon request by Verizon.

(iv)

In the event that the Service is ready for acceptance prior to the Completion Date specified in the Service Order, Verizon may elect to accept such Service but shall not be required to accept the Service in advance of the Completion Date.

(v)

Verizon shall not be obligated to accept any Cell Site that is not completed prior to the date that is [***] from the Effective Date.

5.7

All notices given by Vendor pursuant to this Section 5 shall be delivered (i) in accordance with Section 31, (ii) by electronic transmission to [***], and (iii) by electronic transmission to the Verizon project management team for the relevant submarket for the applicable Cell Site(s) as identified on Exhibit B.

6

PRICE AND BILLING

6.1

Following the launch of Commercial Service at a Cell Site, Verizon shall begin accruing charges for the Services in the amounts set forth on the applicable Service Order and in accordance with Exhibit A beginning on the first of the month following the first full month of Commercial Service at such Cell Site. All payments by Verizon shall be made in the United States (meaning one of the fifty states or the District of Columbia) in United States dollars.  Other than as set forth in Section 7.1 herein, Vendor shall be liable for any third-party costs incurred in connection with the provision of Services by Vendor to Verizon, including, without limitation, any costs from the Navajo Nation or any other tribal government.

6.2

Vendor shall invoice Verizon no later than [***]calendar days after the calendar month closes  for the Monthly Recurring Costs each month by way of electronic bill media in a mutually agreed upon format consistent with then-current industry standards. The invoices shall be itemized with details as to all charges, including taxes which are permitted to be billed to Verizon under Section 7, and each charge, or portion of a charge, that is subject to a different transaction tax treatment than any other charge, or portion of a charge, shall be separately stated in such itemization, so that any billed taxes shall be determined only with respect to the taxable charges or portions of each charge.  Vendor shall include on each monthly invoice all charges payable to Vendor and to each Affiliate, if applicable, provided Verizon shall remit the entire amount payable to Vendor and shall not be required to remit payment directly to any of Vendor’s Affiliates.  Payment of all amounts shall be made within [***]days from the date of receipt of each invoice and shall be sent to the address specified on the invoice.

7.1

Subject to Section 7.2, if Vendor is required by law to collect any federal, state or local sales, excise, or other similar tax or other government fees for the Services provided by Vendor to Verizon under this Agreement, then (i) Vendor shall bill such tax or fee to Verizon in the manner and for the amount required by law, which shall be determined with respect to taxable charges, or portions of charges, for Services as described in Section 6.2, (ii) Verizon shall pay such billed amount of tax or fee to Vendor, and (iii) Vendor shall remit such billed amount of tax or fee to the appropriate governmental authorities as required by law.  Except as provided in this Section 7.1, Vendor shall bear the costs of all taxes, governmental fees, import and export duties, and governmental charges of whatever nature with respect to the Services, with respect to the Cell Sites (including all ad valorem taxes), and with respect to its sale of the Services to Verizon pursuant to this Agreement.  

7.2

Vendor shall not bill to or otherwise attempt to collect from Verizon any tax or governmental fee with respect to which Verizon has provided Vendor with an exemption certificate, direct pay number, or other reasonable basis for relieving Vendor of its responsibility to collect such tax or fee from Verizon.

7.3

Vendor and ▇▇▇▇▇▇▇ will each cooperate, to the extent reasonably requested by the other Party, in connection with determining the taxability of any Service provided hereunder, in connection with any refund claims for taxes and fees and in connection with any audit, litigation or other proceeding with respect to taxes or fees.  If Verizon disputes the billing of any tax or fee by Vendor, and the applicable governmental authority requires that any protest or refund claim be sought by Vendor, Vendor shall seek the refund and remit to Verizon the amount of the refund actually obtained, together with interest, if any, actually received, promptly upon receiving such refund and interest, if any, from the governmental authority.  In the event Vendor fails to ▇▇▇▇ ▇▇▇▇▇▇▇ on a timely basis and penalties and/or interest is incurred due to the delayed invoicing, Vendor shall be liable for those penalties and/or interest charges assessed, if any.

8.1

Vendor shall maintain, in accordance with U.S. generally accepted accounting practices, accurate and complete records that enable Vendor to demonstrate full compliance with this Agreement and which support any invoice Vendor provides to Verizon.  Vendor shall maintain these records for the later of three (3) years after the termination of the Agreement.  Verizon shall have the right, through its authorized representatives, to examine such records at all reasonable times and to audit such records upon prior written notice to Vendor.

9.1

Vendor shall, at its sole expense, source and purchase the Vendor RAN, as well as all required facilities and connections required for utilities and transport, generators, shelters or outdoor cabinets, antennas, cabling and all other equipment and software and feature licenses contemplated in the Build Out Plan or otherwise required for Vendor to provide the Services (collectively, the “Vendor Provided Equipment”).  In the event that either Party requests that any Vendor Provided Equipment be substituted or upgraded with other equipment, the requesting Party shall submit a Change Order Request to the other Party. For the avoidance of doubt, Vendor, at its sole expense, shall maintain all software licenses required for software/feature parity to the Verizon LTE features and LTE licenses in place as of the Effective Date, unless otherwise specified by Verizon. [***]For the avoidance of doubt, Vendor shall be responsible for procuring any necessary equipment and equipment maintenance and support agreements relating to such software licenses. In the event that an agreement between Verizon and Vendor is required for Verizon to provide Software Maintenance, the Parties agree to negotiate such agreement in good faith.

9.2

At any time following the Effective Date, (i) Verizon may elect to install additional software at the Cell Sites at Verizon’s sole cost and expense, and Vendor shall use commercially reasonable efforts to support such installation, and (ii) Verizon may request that additional equipment be deployed at the Cell Sites at Verizon’s sole cost and expense through a Change Order Request, and Vendor shall use commercially reasonable efforts to accommodate such requests.

9.3

Vendor shall, at its sole cost and expense, build out, construct, install, test and make ready for Verizon to launch into Commercial Service the Cell Sites specified in the

9.4

Vendor shall provide the following Services for the Build Out and Vendor will expend all capital relating thereto: site acquisition, network design, permitting, zoning, construction (including, satisfying all requirements under the National Environmental Policy Act, State Historic Preservation Acts and similar laws and compliance requirements and certifications), necessary Structural Modifications at the time of installation of the Vendor Provided Equipment set forth herein, development of power systems and any systems needed for backhaul transport (including microwave systems), installation of the Vendor Provided Equipment, compliance with all Applicable Site Requirements, environmental matters and engineering matters, transportation expenses, integration, testing, optimization and any and all other Services required to enable Vendor to launch the Vendor Network into Commercial Service (collectively, the “Deployment Services”).  

9.5

Beginning on the Effective Date and ending on the date Commercial Service begins at the last Cell Site, the Parties shall meet by telephone or in person at least once per week and more frequently as needed or requested by Verizon to discuss all Build Out activities, including improvements to any of the processes set forth in Exhibit B. Vendor will provide weekly progress reports relative to the timeline set forth in the Build Out Plan, including, without limitation, updates on when Cell Sites will be ready for Location Approval and Integration Ready, and any remediation plan for immediate correction if there is a risk that a Completion Date will not be met.  Such remediation plan must be agreed to by the Parties.  If there is risk that Vendor will not be able to complete at least [***]of the required Cell Sites by the applicable Completion Date, the Parties shall meet more frequently, if requested by either Party, to discuss the status of the Build Out.  

9.6

Following Location Approval of a Cell Site, Vendor and Verizon shall coordinate to complete the activities set forth in Exhibit B (3) and make the Cell Site Integration Ready.  Vendor shall notify Verizon that a Cell Site is Integration Ready and Verizon shall use commercially reasonable efforts to work with Vendor or Vendor’s subcontractors to start provisioning such Cell Site to the Verizon Mobility Core and completing the activities set forth in Exhibit B (4) and Exhibit B (5) within [***]days’ following Verizon’s receipt of such notice. Vendor shall use commercially reasonable efforts, including by coordinating with Verizon, to minimize any Service Outage during the migration of a specific Cell Site. Verizon shall coordinate with Vendor and use commercially reasonable efforts to reduce site visits by Vendor following optimization.

9.7

[***]

9.8

With respect to all Vendor Provided Equipment and other material provided by Vendor hereunder, all material must meet the Build Out Specifications.  

9.9

Neither Party will adjust, remove, relocate, align, or attempt to repair the other Party’s equipment except as otherwise provided in this Agreement or expressly authorized in advance in writing by that Party.  Each Party will be liable for any loss or damage to the other Party’s equipment arising from that Party’s negligence, intentional act, or unauthorized maintenance.

9.10

In the event Vendor Provided Equipment is installed at any Verizon location pursuant to this Agreement, such equipment will be used exclusively for the purpose of providing Service to Verizon pursuant to this Agreement. If such equipment is at a Verizon location, access will be provided per Section 27.

9.11

Upon termination or expiration of this Agreement or any Services in accordance with the terms of this Agreement, Vendor will, at Vendor’s sole cost, promptly remove all Vendor Provided Equipment from, and return to its original condition, Verizon property and the property of any Verizon customer, where applicable, reasonable wear and tear excepted.  If Vendor has not removed the Vendor Provided Equipment within thirty (30) days of the date of termination or expiration of this Agreement or Services, Verizon may, at its sole option, (i) disconnect such Vendor Provided Equipment, return it to Vendor, and invoice Vendor for all costs associated with such removal; and/or (ii) disconnect such Vendor Provided Equipment and charge Vendor rental for the use of space which Vendor Provided Equipment is occupying following any termination date.

9.12

Verizon shall have the right to take all actions it deems necessary to ensure that Vendor’s operation of the Vendor Provided Equipment complies with the Communications Act of 1934, as amended, and the rules, regulations, and policies of the Federal Communications Commission, including, without limitation, the right of Verizon to (i) disconnect Vendor Provided Equipment, return it to Vendor, and invoice Vendor for all costs associated with such removal, (ii) disconnect Vendor Provided Equipment that is located within Verizon owned facilities and charge Vendor rental for the use of space which Vendor Provided Equipment is occupying, (iii) disconnect and remove Verizon owned equipment from the Vendor Cell Sites, and/or (iv) require that Vendor enter into a spectrum leasing arrangement with Verizon for the Verizon Spectrum used at the Cell Sites on mutually agreed terms. Vendor agrees to negotiate in good faith the terms of any such spectrum leasing arrangement and to execute such lease without any unreasonable delay.

9.13

The Vendor Network shall be owned and operated by Vendor for [***] Authorized Users.

9.14

In the event that ▇▇▇▇▇▇ proposes to sell any portion of the Vendor Network to a third party (whether alone or as part of a transaction involving additional assets), it shall obtain a separate bona fide written offer to purchase such portion of the Vendor Network, specifying the separate purchase price for such portion of the Vendor

12.1

Following Location Approval of a Cell Site and until the termination of the Service Commitment Period for such Cell Site, Vendor shall provide ongoing routine maintenance to such Cell Site, which shall include, but not be limited to, the Maintenance Services set forth in Exhibit D.

12.2

Vendor shall perform all Maintenance Services required pursuant to this Agreement throughout the Service Commitment Period in accordance with the terms and

12.3

Verizon may request specific Maintenance Services within the scope set forth in Exhibit D by submitting a Ticket to Vendor that sets forth the repair that needs to be made or the issue, error, problem or failure that requires correction and the applicable designation of severity (each, a “Ticket”).  Vendor shall (i) respond to all Tickets in accordance with the requirements set forth in Exhibit E and (ii) Resolve all Tickets in accordance with the requirements set forth in Exhibit E and with the Ticketing service levels and response requirements set forth on Exhibit E (the “Ticketing SLAs”).  Verizon shall develop a process to notify Vendor of each Ticket and notify Vendor of Tickets on a regular basis, provided the initial process of notification shall be via email. For urgent issues, Verizon may notify Vendor via email, telephone or such other means as the Parties may agree to in writing. The Parties shall also meet regularly and work in good faith to continue to develop a process for the ticketing systems.

12.4

With respect to any Service Affecting Defects, Vendor shall respond and begin making commercially reasonable efforts to effect required corrections or replacement within [***] of:

(ii)

the date and time that Vendor becomes aware of a Service Affecting Defect if not notified by Verizon.  

12.5

Vendor shall monitor the status of cycle times (from the time of the submission to the time of Resolution) of Tickets directed to Vendor by Verizon and shall maintain detailed monthly reports specifying such performance against the requirement set forth in Exhibit E, including the Ticketing SLAs.  The Ticketing SLAs shall be measured in accordance with Exhibit E on a monthly basis and a detailed written report specifying such performance shall be delivered to Verizon within [***]days of written request to Vendor by Verizon.

12.6

If Vendor fails to meet the requirements set forth in Exhibit E, as measured in accordance with Exhibit E, Vendor shall cure such breach as soon as reasonably possible.  Vendor shall provide Verizon with a plan for improving Vendor’s performance to ensure that Vendor meets Ticketing SLAs in the future, which plan shall be reviewed and approved by Verizon. In the event that any failure to meet a Ticketing SLA is caused by any Force Majeure Event, it shall not be considered to be a breach of Agreement or eligible for any service credits pursuant to this Agreement.

12.7

Verizon may provide Vendor with Verizon-generated reports for the purpose of identifying any network performance issues that Vendor is required to address under the terms of this Agreement.  Vendor will implement any reasonable confidentiality and security measures, as defined in the Agreement, regarding such access to Verizon information. Without limiting the foregoing, Verizon will provide Vendor with:

12.8

In addition to the foregoing, in the event of a Service Outage at a Cell Site or in the event that Vendor is unable to restore a portion of the Services at a Cell Site as required hereunder, Vendor will issue credit to Verizon as set forth in Exhibit E. Any credit(s) shall appear on the next monthly invoice or as otherwise agreed to by the Parties.  If a Service Outage occurs after the fifteenth (15th) of the month, the credit may appear on the second month’s invoice after the Service Outage.  Credits for Service Outages occurring in the last month of any Service are payable to Verizon within thirty (30) days after termination of such Service.  Credit documentation in the monthly invoice shall include the date of Service Outage and the number of hours and/or minutes of the Service Outage. No credit shall apply to the extent such Service Outage was the result of either a Force Majeure, as set forth in Section 26, or was solely caused by the acts or omissions of Verizon.

12.9

Vendor will use reasonable commercial efforts to notify Verizon no less than [***] prior to any Planned Service Outage. Failure to provide written notice of the rejection of the Planned Service Outage within [***] of receipt, shall be deemed approved by Verizon. The Planned Service Outage will have a specified beginning and an anticipated ending

12.10

Vendor will use commercially reasonable efforts to promptly notify Verizon of any emergency Service Outage within [***] hours after such emergency Service Outage.

12.11

[***]

12.12

Notwithstanding the foregoing, Verizon shall not be required to broadcast or transmit on the Verizon Spectrum at any Cell Site(s) and may, at any time and in its sole discretion, suspend any broadcasting or transmission for such duration as determined by Verizon  [***].

13.1

Vendor shall provide backhaul transport services to the Demarcation Points provided in the Build Out Plan. Vendor will bear all costs associated with the provision of transport facilities to the Cell Sites for either microwave systems or fiber systems.  Vendor is responsible for the costs of Vendor owned network terminating equipment at the Demarcation Points identified in the Build Out Plan.  To the extent that Vendor subcontracts any portion of the backhaul transport services to a third party, Vendor will bear all financial and operational responsibility and all legal obligations pursuant to such subcontracts.  

14.

ROAMING SERVICES.

14.1

Vendor shall continue providing Roaming Services to each of the Cell Sites pursuant to the Roaming Agreement unless and until Commercial Service is launched at a Cell Site, at which time Services at such Cell Site shall be provided by the Vendor Network in accordance with the terms of this Agreement and such Cell Site shall no longer be covered by the Roaming Agreement.

15.1

At least every [***] prior to Location Approval of all Cell Sites contemplated in the Build Out Plan, or upon reasonable request of either Party, the Parties will meet in person or by teleconference to conduct a business review of the matters subject to the Agreement and this Build Out Plan (the “Build Out Operations Review”).  Topics in such Build Out Operations Review may include but are not limited to: the ongoing progress and performance against the Build Out Plan and milestones, technology issues or process improvements.  If there are extraordinary circumstances with the construction of a Cell Site, the Parties will cooperate in good faith to discuss possible adjustments to the Build Out Plan.   [***]    

15.2

At least every [***] after Commercial Service has been launched at all Cell Sites, or upon reasonable request of either Party, the Parties will meet in person or by teleconference to conduct a maintenance operations review (the “Maintenance Operations Review”).  Topics in such Maintenance Operations Review may include but are not limited to: historical performance of the Ticketing SLAs, technology issues or process improvements.  Additionally, if there are Cell Sites that, because of access or weather issues, cause Vendor to be unable to meet the Ticketing SLAs, the Parties will discuss such issues [***].

16.1

Due to the varying needs of Verizon and except as expressly set forth in Section 8.1, the Parties shall establish a mutually agreed upon and defined set of reports or data to be delivered by Vendor to Verizon and Vendor agrees that it shall supply Verizon with those reports or raw data relevant to the work to be performed pursuant to the Build Out Plan.  

16.2

Vendor shall maintain a consistent group of personnel to interface with ▇▇▇▇▇▇▇ and will designate a project manager for the work to be performed hereunder (the “Project Manager”). The Project Manager shall: (A) be an employee of Vendor; (B) serve as Verizon’s single point of contact for all matters pertaining to the Build Out Plan; (C) be Vendor’s representative for all purposes hereunder; (D) have authority to act on behalf of Vendor; (E) have a support team; and (F) be responsible for completing reporting for milestones.  The Project Manager and his or her support team may be local or remote depending on the nature and the volume of work. The Project Manager’s duties shall include: (1) ensuring that quality Project Management is provided to Verizon; (2) identification and resolution of all issues preventing successful completion of any Cell Site; and (3) attend reporting meetings, as required by Verizon pursuant to Section 15.

17.1

Each Party represents and warrants that, as of the Effective Date:  

(i)

There are no actions, suits, or proceedings pending or, to its knowledge, threatened which may have an adverse effect on such Party’s ability to fulfill its obligations under this Agreement;

(ii)

Such Party is an entity, duly organized, validly existing, and in good standing under the laws of the state of its origin;

(iii)

Such Party has all requisite corporate power and authority to execute and perform its obligations under this Agreement in accordance with its terms;

(v)

This Agreement has been duly and validly executed and delivered by such Party and constitutes a legal, valid, and binding obligation of such Party in accordance with its terms.

17.2

Vendor represents and warrants to Verizon as follows:

(iii)

Upon Location Approval of any Cell Site by Verizon, Vendor will have good and marketable title to all of the deliverables and material incorporated into or related to such Cell Site; and

17.3

Vendor warrants that the Services will comply with the performance levels and service standards set forth in this Agreement.  Vendor further warrants that all Services performed under this Agreement will be performed in accordance with industry standards and in a workmanlike manner.

17.4

[***]

18.1

Vendor represents, warrants and covenants that it and its directors, shareholders, officers and employees shall, and it shall cause its agents and all Subcontractors to, comply at all times with all Applicable Site Requirements, including all Applicable Structural Standards and all FCC and FAA rules and regulations, that pertain to the construction and maintenance of the Cell Sites (collectively, “Legal Compliance”), including, without limitation, (a) all Legal Compliance requirements as to the painting, illumination and monitoring of the structural elements thereon and (b) all of the Legal Compliance requirements set forth below:

18.2

Vendor shall forward to Verizon a written copy of any written notices of violation/apparent liability or forfeitures received from any governmental entity in connection with its regulatory obligations referenced in this Section 18 within five (5) business days of receipt.

19.1

This Agreement may be terminated by either Party or either Party may terminate its obligations hereunder, in each case in whole or in part if the other Party files, or has filed against it, any voluntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts or for any other relief under the United States Bankruptcy Code or under any other act or law pertaining to insolvency or debtor relief, whether state, federal or foreign, now or hereafter existing; or such other Party has filed against it any petition which petition seeks any of the foregoing relief or substantive consolidation of the assets of such other Party with a debtor in bankruptcy or liquidation and which is not dismissed within ninety (90) days after the effective service of same; or the appointment is made of a receiver, custodian or trustee of such other Party or for all or a substantial part of the assets of such other Party.

19.2

In the event of a material default under this Agreement, and subject to a thirty (30) day right to cure, unless otherwise subject to a different cure period expressly set forth in this Agreement, following the expiration of such cure period, the non-defaulting Party shall have the right, at its option, to:

(i)

Suspend its performance or payment obligations with respect to the affected Service for impacted Cell Site(s); and/or

(ii)

Terminate the affected Service(s) with respect to impacted Cell Site(s) without further liability upon providing written notice of such termination to the defaulting Party; and/or

(iii)

Terminate this Agreement with respect to any Cell Site(s) that have not reached Location Approval without further liability upon providing written notice of such termination to the defaulting Party; and/or

19.3

[***]

19.4

Verizon may, at any time and its sole discretion, terminate Services with respect to any Cell Site(s). In the event Verizon cancels or terminates a Service under this Agreement

19.5

The foregoing rights in this Section 19 are in addition to, and not in limitation of, any other remedy Verizon may have at law or equity.

19.6

Prior to the end of the Service Commitment Period (or at the election of Verizon upon any termination of this Agreement by Verizon for material breach by Vendor), the Parties will cooperate in good faith to affect an orderly wind-down of the relationship created under this Agreement over an agreed upon period, not to exceed [***]months. All Services and payments of fees shall continue during the wind down period in accordance with the terms of this Agreement.

19.7

Upon (i) expiration of the Service Commitment Period for the last Cell Site to launch Commercial Service, (ii) material breach of the Ticketing SLAs, (iii) any termination of this Agreement with respect to a subset of Cell Sites pursuant to Section 19.2, or (iv) any termination of this Agreement other than material breach by Verizon, Verizon shall have the option to purchase all of the Vendor Provided Equipment (or, in the case of (iii), the Vendor Provided Equipment located or used to provide Services to the applicable subset of Cell Sites) for the lesser of the [***], provided that in the case of (i), Verizon shall use commercially reasonable efforts to notify Vendor that Verizon intends to exercise such purchase option in advance of the expiration such Service Commitment Period in order to allow the Parties to negotiate and complete such purchase by the time of such Service Commitment Period expiration, provided further that Verizon’s failure to provide advance notice shall in no way limit or impact Verizon’s right to exercise such purchase option. In addition to selling such assets to Verizon, Vendor shall take the following actions to accommodate the continued operation of the purchased assets: (i) provide to Verizon tower leases on Vendor-owned towers; (ii) provide to Verizon building leases on Vendor-owned properties; (iii) use reasonable efforts to provide to Verizon tower, land and building subleases or assignment of leases on leased properties; and (iv) identify any other assets used by Vendor to serve Verizon and ensure that Verizon will maintain the right to use such asset as necessary for Verizon to maintain continuity of service; in each case at [***]. In addition, if Vendor provides any other services to the Cell Sites following Verizon’s acquisition of the Vendor Provided Equipment (including, without limitation, backhaul, power, maintenance, etc.) Vendor shall provide such services at [***]. Verizon and Vendor will also enter into a Master License Agreement and Site License Agreements for each Cell Site owned by Vendor. If the Parties are unable to agree on [***] for any purpose

20.1

Vendor shall indemnify, defend and hold harmless Verizon, its parents, subsidiaries and affiliates, and its and their respective directors, officers, partners, employees, agents, successors and assigns from all claims, suits, demands, damages, liabilities, expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements and penalties of every kind (“IP Claim”) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other intellectual property or proprietary rights arising from the Services. Provided, however, Verizon and its third-party users shall be solely responsible for its use of the Services and its content transmitted, either directly or indirectly, over the Service.

20.2

The procedures set forth in Section 21 shall apply in the case of any claims of infringement, misappropriation or violation of intellectual property rights for which indemnification will be sought.

20.3

Without limitation of Sections 20.1 and 20.2, if the sale or use of any Service becomes subject to an IP Claim, Vendor shall, at Verizon' option and Vendor's expense:

(i)

Procure for Verizon the right to use the Service;

(ii)

Replace the Service with equivalent, non-infringing Service;

(iii)

Modify the Service so it becomes non-infringing; or

(iv)

Suspend or terminate the Service.

21.1

Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party, its parents, subsidiaries and affiliates, and its and their respective directors, officers, partners, employees, agents, successors and assigns (“Indemnified Parties”) from any claims, demands, lawsuits, damages, liabilities, expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs) judgments, settlements and penalties of every kind (“Claims”), that may be made: (a) by anyone for injuries (including death) to persons or damage to property, including theft, resulting in whole or in part from the acts or omissions of the Indemnifying Party or those persons furnished by the Indemnifying Party, including its subcontractors (if any); (b) by persons furnished by the Indemnifying Party and its subcontractors (if any) under Worker's Compensation or similar acts; (c) by anyone in connection with or based upon services provided by Vendor and its subcontractors (if any), or contemplated by this Agreement; and (d) by anyone in connection with or based upon a violation of applicable federal, state or local laws or otherwise arising out of or in connection with the performance by the Indemnifying Party contemplated by this Agreement.  

21.2

The foregoing indemnification shall apply whether the Claim arises or is alleged to arise out of the sole acts or omissions of the Indemnifying Party (and/or in the case of

21.3

EXCEPT FOR BREACH OF THE PROVISIONS OF EXHIBIT C, IN NO EVENT SHALL  EITHER PARTY BE LIABLE TO THE OTHER PARTY, ITS EMPLOYEES, SUBCONTRACTORS, AND/OR AGENTS, OR ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR LOST PROFITS FOR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF.EACH PARTY’S LIABILITY UNDER THIS AGREEMENT, OTHER THAN AS SET FORTH IN THE PRECEDING SENTENCE OR WITH RESPECT TO PAYMENT OF ANY FEES HEREUNDER, SHALL IN NO EVENT EXCEED [***].

26.

FORCE MAJEURE

27.1

Anyone acting on behalf of one Party, while on the premises of the other, shall comply with all plant rules, regulations and premises owner's standards for security, including (when required by U.S. government regulations) submission of satisfactory clearance from U.S. Department of Defense and other federal authorities concerned.

27.2

Each Party shall permit reasonable access during normal working hours to its facilities in connection with the Services.  Reasonable prior notice shall be given when access is required.  

27.3

If Vendor is given access, whether on-site or through remote facilities, to any Verizon computer or electronic data storage system in order for Vendor to accomplish the Services called for in this Agreement, Vendor shall limit such access and use solely to perform Services within the scope of this Agreement and shall not access or attempt to access any computer system, electronic file, software or other electronic services other than those specifically required to accomplish the work required under this Agreement.  Vendor shall limit such access to those of its employees who are qualified and required, subject to Verizon requiring written authorization, to have such access in connection with this Agreement, and shall strictly follow all Verizon' security rules and procedures for use of Verizon's electronic resources.  All user identification

29.1

Vendor shall maintain, during the term and each renewal or extension of this Agreement, at its own expense, the following insurance:

(i)

Worker’s Compensation in compliance with the statutory requirements of the state(s) of operation and Employer’s liability insurance with limits of at least $[***] each accident/disease/policy limit;

(iv)

If the use of automobiles is required, commercial automobile liability insurance, each with limits of at least $[***] for combined single limit each accident for bodily injury, including death, and/or property damage covering all owned, non-owed ad hired vehicles;

29.2

The insuring carriers shall be rated at least A-: VII or better by AM Best and the form of the insurance policies shall be subject to approval by Verizon.  The commercial general liability insurance shall be primary and non-contributory with any insurance or program of self-insurance that may be maintained by Verizon, and all insurance shall include a waiver of subrogation in favor of Verizon.  Verizon shall be named as an additional insured on the general and automobile liability insurance policies. Vendor shall furnish to Verizon certificates of insurance evidencing the coverage required herein within ten (10) days of the execution of this Agreement and with each renewal.  The insurer or the insured’s representative shall provide at least thirty (30) days prior written notice of policy cancellation to Verizon.  The fulfillment of the obligations hereunder in no way modifies Vendor’s obligations to indemnify Verizon.

29.3

Vendor shall also require its subcontractors, if any, who may enter upon Verizon’ premises to maintain insurance policies with the same coverage and limits as those listed in Sections 29.1(i), 29.1(ii) and 29.1(iii) above, and to agree to furnish Verizon, if requested, certificates or adequate proof of such insurance.  The insurer or the insured’s representative shall provide at least ten (10) days prior written notice of policy cancellation to Verizon.

To Vendor:

Commnet Wireless, LLC
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇

To Verizon:

Verizon
One Verizon Way

With a copy to:

Verizon
One Verizon Way

(a)  

engage the services of one or more Diverse Vendors, in an amount equivalent to at least [***] of the aggregate amount of all contractual payments to be made by Verizon to Vendor during such year pursuant to this Agreement, with the amount of such contractual payments being derived by averaging the total payments to be made by Verizon by the total number of months in the Term and multiplying the result of that calculation by 12 (in order to derive an average yearly spend amount and to mitigate the impact of any large upfront or other one-time payments); and

(b)

comply with the Diversity Requirements set forth at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇ (or successor website).

(c)

Vendor may satisfy the Diverse Vendor Percent Commitment by Direct Tier 2 Diverse Spend, Allocated Indirect Tier 2 Diverse Spend or any combination.  Direct Tier 2 Diverse Spend is spend with Diverse Vendor(s) in fulfillment of this Agreement. Allocated Indirect Tier 2 Diverse Spend is the allocation of Vendor’s spend with Diverse Vendors based on the percentage of Vendor’s revenue derived from Verizon.  For example, if Vendor’s total spend with Diverse Vendors is $5,000,000 and 10% of Vendor’s revenue is derived from Verizon, then the Allocated Indirect Spend would be $500,000.

43.1

Vendor must include in its information security program a plan for security incident management and response in the event of an actual or suspected (i) security compromise with respect to Verizon Confidential Information or any operations providing services to Verizon, (ii) other loss or misuse of Verizon Confidential Information, or (iii) malware posing a significant threat to Verizon Confidential Information or any operations providing services to Verizon (collectively “Security Incident”).

43.2

 Vendor security incident management and response plan must have documented formal procedures that comply with Industry Standards and applicable laws addressing investigation and response to Security Incidents, including, without limitation, government mandated notifications in the event of privacy breaches. 

43.3

Vendor must use Industry Standard methods to prevent interception of, or improper access to (i) voice, email, voicemail, and data communications, including collaboration and conferencing sessions, pertaining to Verizon Confidential Information, and (ii) Verizon operations or communications with Verizon.

43.4

Vendor must implement network security controls for networks that will access or transmit Verizon Confidential Information, access Verizon Systems, or otherwise be used in the performance of services under an Agreement.

43.5

To the extent Vendor Staff are provided access to Verizon Confidential Information or Verizon Systems, Vendor must notify such Vendor Staff of their obligations with respect to such information and information resources and conditions of such access.   Unless precluded by local law, Vendor must affirmatively communicate to Vendor Staff (and where required by law or contract obtain consent from such Vendor Staff) that they are not entitled to privacy protection if they access or use such Verizon information resources, and that access to and use of Verizon Confidential Information or Verizon information resources may be monitored.