IN-BUILDING EQUIPMENT AGREEMENT
NEXTEL PUBLIC SECTOR
) IN-BUILDING EQUIPMENT AGREEMENT ;
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City: LLP J --e State*: Phone:
Ae,
Equipment Installation Address (if different from Customer Address):
Project 10: EMBFL00871
Description of the coverage area:
("Premises")
*The following determines the Nextel contracting party to this Agreement: If CT, DC, DE, MA, MD, ME, NH, PA (except
Pittsburgh metro area), RI, VA VT and southern NJ: Nextel Communications of the Mid-Atlantic, Inc. If CA or NV, Nextel of
California, Inc. If NY or Northern NJ, Nextel of New York, Inc. If PR, Nextel of Puerto Rico, Inc. If Texas, Nextel of Texas, Inc.
If AL, AR, FL, GA, LA, MS, NC, SC, TN, Nextel South Corp. If AZ, CO, HI, 10, IL, IN, lA, KS, KY, MI, MN, MO, MT, NE, NM,
NO, OH, OK, OR, SO, UT, WA, WV, WI, WY, and Pittsburgh, PA metro area, Nextel West Co p. ("Company" or "Nextel").
Initial Term: Twenty-four (24) months after the date of last signature below (the "Initial Term").
The following business terms are required in exchange for Nextel's capital and labor costs to complete the installation of
the Equipment.
[> Customer Contribution for engineering services and connection fee:
("Connection Fee")
[> Customer Unit Commitment for this installation is a total of Subscriber Units, comprised of:
_ Existing Subscriber uni~a d _ New Subscriber Unit activations, (together the "Unit Commitment" as further described
below). AJ
In consideration for Nextel insta ling, maintaining and operating the Equipment at the Premises, Customer agrees to (i) pay Nextel the
Connection Fee set forth above, and/or (ii) beginning three (3) months after the completion of the BDA installation and continuing for the
remainder of the Initial Term, maintain in active, revenue generating status the minimum number of Subscriber Units set forth above on
the line entitled "Unit Commitment." If in any month after the initial three months of the Initial Term Customer fails to satisfy the Unit
Commitment, Customer agrees to pay a monthly shortfall fee equal to: (i) the number of Subscriber Units subject to the Unit
Commitment, less (ii) the number of active Subscriber Units, multiplied by (iii) $40.00 (forty) (the "Monthly Shortfall Fee"). If this
Agreement is terminated prior to the expiration of the Initial Term for any reason other than Nextel's convenience as set forth in Section
9(b), in addition to any Monthly Shortfall Fees that Customer incurs up to the date of termination, Customer will be assessed an
termination capital recovery fee equal to: (i) the number of Subscriber Units in the Unit Commitment, multiplied by (ii) $40.00 (forty),
multiplied by (iii) the number of months remaining in the Initial Term after the date of termination (the "Termination Capital Recovery
Fee"). To the extent there is any conflict or inconsistency between this Agreement and the Service Agreement (as defined in Section 1
below) as it relates to the obligation to maintain a certain minimum number of Subscriber Units pursuant to the Purchase Commitment,
the terms of this Agreement shall govem.
1. PURPOSE. This In-Building Equipment Agreement (the "Agreement") is for the installation, operation, maintenance and removal of
the Bi-directional Amplifier ("BOA") any and all ancillary equipment associated with the BOA all as identified in Exhibit 1 to this Agreement
incorporated herein and made a part hereof (collectively, the "Equipment") to be installed at the Premises. The Equipment is intended to
enhance the coverage area at the Premises for the provision of Nextel's wireless telecommunications services ("Service"), provided by Nextel
to Customer under a separate services agreement (the "Services Agreement") pursuant to which Customer may purchase the Nextel Services
and wireless telephone handsets (the "Subscriber Units"), accessories and other items for use with the Services. Notwithstanding any earlier
expiration or termination of the Service Agreement, Customer agrees that the terms of the Service Agreement shall remain ..in effect for
purposes of this Agreement until the expiration or termination of this Agreement with respect to the Subscriber Units subject to the Purchase
Commitment under this Agreement. The Parties agree that the Service Agreement is an independent and separate commitment undertaken by
the Parties. Prior to the commencement of installation of the BOA or Equipment, if Nextel encounters unanticipated site conditions that were
not apparent during Nextel's site survey of the Premises and such site conditions cause a substantial increase in the installation cost to Nextel
or have a material adverse impact on Nextel's cost or ability to install, operate and maintain the Custom Site System, Nextel reserves the right
to terminate this Agreement by providing Customer with ten (10) days written notice.
2 LICENSE / USE OF SPACE. Customer hereby grants to Nextel, a non-transferable (except to Nextel's affiliated companies
providing Service) and non-exclusive limited license to install, maintain and operate the Equipment at the Premises. Nextel understands and
agrees that the right to use the Premises is a limited license and is not intended to convey any real estate interest in or to the Premises, and
Nextel shall use the Premises solely and exclusively for the purposes set forth in this Agreement.
3. EQUIPMENT. Legal title to the Equipment shall at all times vest in and remain with Nextel. Customer's interest in the Equipment
shall be limited to its possession and use; Customer agrees to keep the Equipment free and clear of any lien or encumbrance. Customer
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waives any lien rights it may have conceming the Equipment and any components that are deemed Nextel's personal property and not fIXtures.
Customer agrees that it will not, and will not allow others to, access, remove, attempt to repair or tamper with the Equipment.
4. PREMISES. The Equipment shall be installed at the Premises (as designated above). Nextel's obligation to install, operate and
maintain the Equipment is contingent on the Premises, on an on-going basis, meeting Nextel's project specific requirements, including site
preparation and the availability of adequate telephone service and electric power. Nextel will use commercially reasonable efforts to perform
maintenance and repairs to the Equipment during normal business hours subject to Customer's reasonable security policies. Customer
agrees to use commercially reasonable efforts to grant access to Nextel outside of normal business hours for any emergency or urgent repairs
to the Equipment that Nextel determined is necessary. Customer agrees to give Nextel at least ninety (90) days advance written notice of its
intent to vacate the Premises, after which Nextel shall have the right at anytime to remove the Equipment from the Premises. Nextel shall
have no obligation to install, operate or maintain the Equipment at any Customer facility other than the Premises. Upon removal of the
Equipment, Nextel shall restore the Premises to their condition at the beginning of this Agreement, ordinary wear and tear excepted and all
internal wall and ceiling cabling to be left intact in the Premises.
5. SIGNAL INTERFERENCE. Customer acknowledges and agrees that the BOA is subject to Federal Communications Commission
("FCC")regulations, and (i) may not cause harmful interference and (ii) must accept any interference including interference received that may
cause undesired operation. In the event that the BOA causes or is alleged to cause interference to Nextel's system or the systems of third
parties, upon written notice of such interference or alleged interference, Customer agrees that Nextel shall have the right to discontinue
operation of the BOA until such interference is corrected or eliminated. After ceasing operation of the BOA, Customer acknowledges that
Nextel shall only operate the BOA in order to correct such interference, in accordance with FCC regulations, until such time that the
interference is corrected or eliminated. In the event any such interference cannot be corrected or eliminated, Nextel shall remove the BOA
from the Premises, and this Agreement shall immediately terminate. Subsequent to the installation of the BOA, if Customer installs or has
installed equipment at the Premises that causes interference with Nextel's Service, System or operations, Customer will negotiate in good faith
with Nextel to develop and implement commercially reasonable means of mitigating such interference. If the Parties are unable to mutually
agree on and implement commercially reasonable means of mitigating such interference or in the event any such interference cannot be
corrected or eliminated, Nextel shall remove the BOA from the Premises, and this Agreement shall immediately terminate.
6. DEFAULT. In the event that (i) Customer fails to perform any material obligation under this Agreement, or (ii) any representation,
warranty or covenant made by Customer is false, incorrect or untrue in any material respect, Customer shall be in default under this
Agreement. In event of a default, Nextel shall have all of the rights set forth in the "Non-Payment/Breach" section of the Service Agreement.
In addition, Nextel shall have the right to enter the Premises and remove and take possession of the Equipment and Nextel may pursue any
other remedies available to it under this Agreement, the UCC or any other law.
7. CUSTOMER REPRESENTATIONS AND WARRANTIES. If Customer does not own the Premises, Customer represents and
warrants that Customer has obtained all necessary permission, consent and/or approvals necessary for the installation and operation of the
Equipment. Each party represents and warrants that the execution, delivery and performance of this Agreement has been duly authorized by
all necessary action on the part of such party, that this Agreement constitutes a valid and binding obligation of such party enforceable against
it in accordance with its terms and that the individual executing this Agreement on behalf of such party is duly authorized.
8. INSURANCE. Prior to the installation of the Equipment, Nextel shall obtain and maintain the insurance coverage specified herein to
protect it and Customer and shall provide Customer with certificates of such insurance or an Internet accessible memorandum of insurance:
(a) Workers' Compensation Insurance in accordance with the laws of the State where the Premises are located or any other applicable
jurisdiction; and (b) General Liability Insurance (Broad Form Liability Endorsement) on an occurrence basis with a minimum combined single
limit for Personal Injury, Property Loss and Damage, Contractual and Independent Contractor of not less than One Million Dollars
($1,000,000.00); (c) Business Automobile Liability Insurance with combined Single Limit Liability of not less than One Million Dollars
($1,000,000.00). This coverage is to include: owned, hired and non-owned automobiles.
9. TERM AND TERMINATION. The term of this Agreement is as specified above. In the event that Customer desires to renew this
Agreement, it shall use commercially reasonable efforts to notify Nextel no less than sixty (60) days prior to the end of the Initial Term (or any
renewal terms thereafter). The Parties will then enter into a written agreement to extend or renew this Agreement. Unless agreed otherwise,
the standard renewal terms will be equal to the duration of the Initial Term (each a "Renewal Term" and collectively, the "Renewal Terms").
This Agreement may be terminated as follows: (a) immediately by Nextel upon written notice if Customer fails to cure a breach of its
obligations under this Agreement within thirty (30) days of the delivery of written notice; (b) by either party for any reason or no reason upon
sixty (60) days written notice (subject to Customer's payment of any applicable Monthly Shortfall Fee / Termination Capital Recovery Fee); (c)
immediately by Nextel upon receipt of written notice from Customer notifying Nextel that Customer is vacating the Premises; (d) immediately
by Nextel upon written notice if the BOA causes incurable signal interference as set forth in Section 5 of this Agreement. The expiration or
termination of this Agreement shall have no effect on the expiration or termination of the Service Agreement. Nextel shall remove the
Equipment within sixty (60) days of the termination or expiration of this Agreement.
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative.
Customer Signature:
Date:
~
Nextel Signature:
Date -M
Nextel Name:
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Exhibit 1
Equipment List
Nextel will provide Customer with a detailed list of the equipment for the installation within 10 days of the completion of the
installation.
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