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Vermont Master Lease Agreement Form

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Vermont Master Lease Agreement Form Page 3
Vermont Master Lease Agreement Form
VTA RFP 140-- Resiliency MLA p. 3
As a further condition of VTA entering into this Agreement, Lessee agrees that it owns and operates as of the
execution of this Agreement, or will own and operate upon completion of the Deployment, a telecommunications
network comparable to and compatible with the VTA Network but without the Resiliency Points or redundant power
back-up systems supporting CMRS communications in the public roadway corridors identified in Exhibit X (herein
“Lessee’s Network”) that interconnects with the VTA Network and meets the Network Operating Standards. The
equipment and development of Lessee’s Network shall be at Lessee’s sole cost and expense, and neither Lessee’s
Network nor the equipment deployed in Lessee’s Network shall be owned by VTA or subject to the terms of this
Agreement.
VTA acknowledges and agrees that all proceeds generated by Lessee in the operation of the VTA Network
and the Lessee’s Network are the property of Lessee. VTA, without limiting its ability to enforce this Agreement or to
collect Rent due and payable, makes no claim of right or interest in or to salaries, fees, returns, dividends, contract
proceeds or other compensation earned by Lessee due to its operation of the Equipment. Notwithstanding the
foregoing, VTA and Lessee agree that the expansion of Lessee’s operations on the VTA Network are uneconomic and
not commercially feasible without the publicly-funded purchase of the Equipment. Moreover, VTA and Lessee
estimate and concur that no material net proceeds are anticipated to accrue from the operation of the VTA Network
during the Term (such estimates presuming application of appropriate accounting principles such as GAAP or the
equivalent).
3. LEASE. Subject to and upon all of the terms and conditions of this Agreement, VTA
hereby agrees to lease to Lessee and Lessee hereby agrees to lease from VTA the Equipment for the Term (as defined
in Paragraph 5 below) for the sole purpose of operating and maintaining the VTA Network to the Network Operating
Standards. Following the execution and delivery of this Agreement, Lessee shall prepare schedules of the Equipment
in each Corridor in the form attached hereto as Exhibit VIII, stating for each Corridor the specific locations at which
the Equipment has been deployed by Lessee, together with the information specified by the form including the serial
numbers associated with each radio and supplemental processing box, if any, the name of the utility pole owner, the
make, model and location of antennas, solar panels, batteries, and generators (each, a “Schedule”). Each Schedule shall
refer to and incorporate by reference this Agreement and shall be a part of this Agreement upon delivery to VTA and
execution of the Schedule by VTA. For each Schedule, Lessee agrees to complete the Corridor Acceptance Certificate
in the form attached hereto as Exhibit IV (“Certificate”) and each representation and condition precedent of each
Certificate shall be satisfied as to the Equipment in the applicable Corridor. Upon issuance of the Certificate and
acceptance of the Certificate and Schedule in writing, VTA grants to Lessee a leasehold interest in the Equipment on a
“triple net” basis and Lessee agrees to assume all costs associated with the Equipment and the operation, repair and
maintenance of the VTA Network by the terms and conditions stated in this Agreement (each acceptance of the
Schedule is a “Lease”). Each signed and fully executed Schedule (by both parties) shall constitute a separate Lease for
the Equipment identified therein and shall be automatically incorporated into the Agreement upon the date of the grant.
The parties may agree to specify additional details pertaining to each Lease in the Schedule. Lessee and VTA hereby
agree that a Schedule, Certificate and Lease shall issue for all Equipment upon successful Deployment of the
Equipment acceptable to VTA. Lessee further agrees to install all Equipment in accordance with this Agreement and to
meet the conditions stated in the Corridor Acceptance Certificate for all Equipment. Any Certificate and Schedule duly
executed and delivered to VTA by Lessee shall be deemed to have been accepted by VTA, and the Schedule shall
automatically become a Lease, unless VTA reasonably objects to the Schedule or Certificate by written notice to
Lessee delivered within ten (10) business days of VTA’s receipt of both documents. The Lease or any Schedule
affected by relocation, termination, or expiration of any occupancy interest shall be amended to reflect the
applicable relocation of Equipment. Lessee shall not allow the relocation of Equipment without the prior
written consent of VTA.
4. CONDITIONS PRECEDENT TO LEASE. In addition to the precedent conditions to each
individual Lease of the Equipment in the Certificate, each Lease is subject to satisfaction of the following conditions
precedent:
Vermont Master Lease Agreement Form
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