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CM-1997-0014 091096 ANTENNA SITE LICENSE AGREEMENT LICENSOR M ROLA Land Mobile Products Sector 1301 East Algonquin Road Schaumburg, IL 60196 LICENSEE Licensee Name: City of Round Rock North America Antenna Sites Administration 1L02-SH6 Phone: (888) 888-7750 Federal Tax ID No. 36-111-5800 Contact: Rick C. Thomas Phone: 512-218-5508 Address: 615 East Palm Valley Blvd. City and State: Round Rock, TX Zip Code: 78664 Billing Address: Same City and State: Zip Code: Attention to: Phone: Check if you are tax exempt for the state this site is located (Must include tax exempt certificate with license) Name: Georgetown Address: LICENSE SITE City & State: Round Rock, TX Reference No.: 96120608 P & L No.: 03060A A/S No.: Zip Code: BASIC LICENSE INFORMATION License Date: 9/12/97 Customer No.: Initial Term: One Year Commencement Date: 11/1/96 Total Monthly Fee: $600.00 LICENSE FEE SCHEDULE Monthly License Total Monthly Number of Units Description Fee per Unit License Fee 1 Rack & Microwave Dish $600.00 $600.00 THE TERMS AND CONDITIONS OF THIS LICENSE ARE PRINTED ON THE REVERSE SIDE THEREOF. All EXHIBITS ATTACHED HERETO: (EXHIBIT A) ARE MADE A PART HEREOF. THE ATTACHED LICENSE SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND ALL UNDERSTANDINGS AND AGREEMENTS, ORAL AND WRITTEN, HERETOFORE MADE BETWEEN THE PARTIES AND MERGED IN THIS LICENSE. UNLESS EXPRESSLY AGREED TO IN WRITING, MOTOROLA SHALL NOT BE BOUND BY ANY CHANGES TO TERMS AND CONDITIONS CONTAINED IN SAID LICENSE. LICENSOR: MOTOROLA, INC., LICENSEE: Ci a Dela ,� �corporatn By: Its: N Attest: Date: ca Ante s"Sites Co tracts Administrator /2 Ir,? By: Its: Attest: Date: ot.lic.stnd.I PLEASE DO NOT PAY FROM THIS LICENSE - You will be invoiced within 30 days upon receipt of this fully executed agreement (1) License of Site. The Licensor, Motorola, Inc. (herein called "Motorola") licenses Licensee to install, operate and maintain at Licensee's sole expense and risk, the radio and/or television transmitting and receiving equipment along with associated other electronic equipment (which may be passive and/or active) and mounting structures listed on the reverse side, at places designated by Motorola on the site described on the reverse side (the "Site") occupied by Motorola. If Licensee desires to place equipment on the Site other than that listed on the reverse, Motorola and Licensee shall negotiate the placement of said additional equipment and the associated license fee. The Licensee shall not do, attempt, permit or suffer anything to be done on the Site which could be construed to be a violation of the Lease (hereinafter described); and Motorola upon request from Licensee will furnish the Licensee with a summary of the applicable provisions of the Lease. Additionally, Licensee shall at all times comply with all of the Sites rules and regulations which Motorola may from time to time adopt. At all reasonable times, Licensee shall have the unrestricted right to enter or leave the Site where Licensee's equipment is located. Licensee agrees to take, at Licensee's own expense, all measures and precautions necessary to render Licensee's equipment inaccessible to unauthorized persons. Motorola agrees that it will use its reasonable best efforts to prevent unauthorized persons from gaining access to Licensee's equipment. (2) Extensions of Initial Term, Underlying Lease. After the expiration of the Initial Term indicated on the reverse side of this License, this License shall continue for successive additional one (1) month periods. After the expiration of the Initial Term, either Motorola or Licensee may terminate this License at any time, with or without cause, upon thirty (30) days advance written notice to the other party. The Site may be subject to the terms and provisions of an underlying lease executed by and between Motorola as tenant and another person or entity as landlord (the "Lease"). Notwithstanding anything to the contrary contained in this License, if the Site is subject to said Lease, this License shall automatically terminate upon the termination of Motorola's right to possession of the Site under said Lease. (3) License Fee. During the initial teen and during any renewal term of this License, Licensee shall pay to Motorola, in advance on the first day of each month, the Total Monthly License Fee indicated on the reverse side hereof. At any time during the Initial Term or during any renewal term, and from time to time, Motorola may increase the Monthly License Fee Per Unit (thereby affecting the Total Monthly License Fee). Motorola shall notify Licensee of such increase(s), which notice may be given by Motorola to Licensee by any of the following methods: (A) delivering to Licensee a notice of increase thirty (30) days prior to such increase; (B) noting such increase in Motorola's published rates; (C) noting such increase in any invoice sent by Motorola to Licensee; or (D) any other reasonable means. The notice from Motorola to Licensee required under this paragraph (3) shall not be required to meet the notice standards set forth in Paragraph(11) below. License's continued use of the Site for more than thirty (30) days after its receipt of the notice set forth herein shall be deemed Licensee's acceptance of the new Monthly License Fee Per Unit as determined by Motorola. If at any time during the Initial Term or any renewal term of this License, Licensee fails to pay the entire Total Monthly Licensee Fee (including any increases as set forth herein) with ten (10) days after the due date, Motorola may then terminate this License by delivering to Licensee notice of default, which termination shall be effective ten (10) days after it is deposited into the United States mails. Additionally, upon said effective date of License termination, Motorola shall have the right to disconnect, remove and dispose of Licensee's equipment located upon the Site. (4) Hold Over Fee. In the event this License is terminated pursuant to Paragraphs (2), (3) or (7) hereof, and so long as Licensee's equipment remains on the Site (even if it has been disconnected), Licensee shall pay to Motorola a hold -over License fee equal to one hundred percent (100%) of the then -effective Total Monthly License Fee, prorated from the effective date of termination to the date the equipment is removed for the Site. Motorola shall have the right (but not the obligation) to disconnect and remove Licensee's equipment from the Site. If Motorola disconnects and removes Licensee's equipment, Licensee shall pay to Motorola upon demand three hundred percent (300%) of the disconnection, removal and storage expenses incurred by or on behalf of Motorola. If such equipment is not reclaimed by Licensee within forty-five (45) days, Motorola has the right to sell the equipment and deduct therefrom any amounts due under this License, returning the remainder to Licensee. (5) Condition of the Site. Licensee agrees to take the Site in strictly 'AS IS" condition. Licensee hereby acknowledges that Motorola shall have no responsibility fon (A) the Site's condition; or (B) damage suffered by Licensee or any other person due to such condition. Licensee shall keep the Site and Licensee's equipment in good order and repair. Upon expiration or termination of this License, Licensee shall remove all property from the Site which was placed there by Licensee and shall restore the Site to its original condition. As a Federal Communications Commission ("FCC") licensee, Licensee is required to by Part 17 of the FCC rules to ensure that the tower structures upon which its radio/television antennas are located satisfy certain lighting and painting specifications. If Motorola owns or has the responsibility for maintenance, lighting and painting of the subject tower, Motorola shall be solely responsible for the maintenance of said tower and ensuring that it is operated in compliance with all lighting and painting rules and requirements of the FCC and any similar rules and requirements of the Federal Aviation Administration ("FAA") (collectively the "FCC/FAA Rules"). If Motorola neither owns nor has the responsibility of maintaining said tower (including compliance with the FCC/FAA Rules), Licensee hereby agrees to look solely to the owner of said tower for the maintenance of said tower and compliance with the FCC/FAA Rules. (6) Liability. In connection with the use of the Site under this License, except for its own acts, Motorola shall not be liable to License or to any other person or entity for any loss or damage, regardless of cause. Specifically, but without limiting the generality of the foregoing, Motorola shall have no liability for any loss or damage due to personal injury, property damage, libel or slander, or imperfect or unsatisfactory communications experienced by the Licensee for any reason whatsoever. Licensee shall save, indemnify and hold Motorola harmless from and against any and all loss, cost, damage, expense or liability, occasioned by, growing out of, arising from or resulting in connection with, this License or any act or failure to act by Licensee, its employees, agents, invites or licensees. If Motorola assigns this License to a third party, Motorola shall have no further obligation or liability to Licensee under this License after such assignment. (7) Operation of Equipment. Licensee shall install, operate and maintain its equipment located upon the Site in accordance with all applicable laws and regulations. Licensee agrees to install radio equipment of types and frequencies which would not cause interference to the equipment of Motorola or other licensees on the Site. In the event Licensee's equipment causes such interference, at its sole cost and expense, Licensee shall take all steps necessary to correct and eliminate such interference. If said interference cannot be eliminated within a reasonable length of time (not to exceed forty-eight [48] hours), Licensee agrees to then immediately cease using the equipment which is creating the interference (except for short tests necessary for the elimination of the interference). In the event Licensee cannot eliminate such interference after using its best efforts to do so, this License shall then terminate without further obligation on either party with respect to such equipment , except for Licensee's obligation to pay all fees owed to Motorola at the time of such termination Motorola has the right to disconnect and remove any equipment no in compliance with this Paragraph (7). (8) Personal License. This License is personal to License and no assignment or sublicense in whole or in part shall be valid without the written consent of Motorola. Motorola may assign its rights under this License to any other party. (9) Insurance. Licensee shall carry, during the Initial Term and any renewal term of this License, insurance in reasonable amounts. (10) Liens. Licensee shall not permit any mechanics, materialman's or other liens to stand against the Site for nay labor or material furnished the Licensee in connection with work of any character performed on the Site by or at the direction of the Licensee. In the event that any notice of lien shall be filed or given, Licensee shall, without delay, cause the same to be released or discharged and Motorola shall be completely indemnified by Licensee from and against any losses, damages, costs, expenses, fees, or penalties suffered or incurred by Motorola on account of the filing of such claim or lien. (11) Notices. Except as set forth in paragraph (3) above, any notice or demand required or permitted to be given or made if sent by certified mail in a sealed envelope, postage prepaid, addressed in the case of Motorola to: General Manager, Motorola, Inc., Network Services Division, 1301 East Algonquin Road, Schaumburg, Illinois 60196, and addressed in the case of the Licensee as set forth on the reverse side of this License. Any such notice or demand shall be deemed to have been given or made three days after it is deposited in the United States mails. Motorola or Licensee may from time to time designate any other address for this purpose by written notice to the other party. (12) Waiver. Failure or delay on the part of Motorola or Licensee to exercise any right, power, or privilege hereunder shall not operate as a waiver thereof. (13) Prior Negotiations, Amendment and Benefits. This License constitutes the entire agreement of the parties hereto and shall supersede all prior offers, negotiations and agreements. No revision of this License shall be valid unless made in writing and signed by an officer of Motorola and an authorized agent of the Licensee. The provisions of this License apply to and are binding upon the heirs, successors, executors, administrators and assigns (the latter if permitted) of the parties. (14) Severability. If any provision of this License shall be held to be invalid, illegal or unenforceable, the remaining provisions shall be binding upon the parties and shall be enforceable as though said invalid, illegal or unenforceable provision were not contained herein; provided however. that if the invalid, illegal or unenforceable provision goes to the heart of this License the License shall be deemed to be terminated. (15) Nondisclosure. This License shall remain confidential between the parties and each of them warrants to the other that they shall use their best efforts to prevent any officers, directors, employees or agents from disclosing the tern -is and conditions of this License, without first obtaining the written consent of the other party. (16) Environmental Licensee hereby covenants that it shall bring onto the Site no hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction of derivative thereof) or underground storage tanks (collectively, the "Environmental Hazards"). For purposes of this License, the term 'hazardous substances' shall be as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (42US.C. Section 9601 et seq.) (CERCLA), and any regulations promulgated pursuant thereto. The term "hazardous wastes" shall be as defined in the Resource Conversation and Recovery Act (42 US.C. Section 6901 et seq.) (RCRA), and any regulations promulgated pursuant thereto. The term "pollutants' shall be as defined in the Clean Water Act (33 U.S.C. Section 1251 et seq.), and any regulations promulgated pursuant thereto. Licensee agrees to indemnify, save and hold harmless Motorola, its successors and assigns, and their respective present and future officers, directors, employees and agents (collectively, the "indemnitees") from and against any and all liabilities, penalties, fines, forfeitures, demands, damages, losses, claims, causes of action, suites, judgments, and costs and expenses incidental thereto (including, but not limited to, the cost of defense, settlement, reasonable attorneys fees, reasonable consultants' fees and reasonable experts' fees), which Motorola or all or any of the indemnities may hereafter suffer, incur, be responsible for or disburse as a result of: (A) any governmental action, order, directive, administrative proceeding or ruling; (B) personal or bodily injuries (including death) or damage (including loss of use) to any property (public or private); (C) cleanup, remediation, investigation or monitoring of any pollution or contamination of or adverse effects on human health or the environment; or (D) any violation of alleged violation of laws, statutes, ordinances, orders, rules or regulations of any governmental entity or agency directly or indirectly caused by or arising out of an Environmental Hazards existing on or about the site but only to the extent that any such existence is caused by the activities of Licensee and/or Licensee's officers, directors, employees, agents, invitees or licensee. This provision shall survive the termination or expiration of this License. Reference # MINIMUM SITE OCCUPANCY REQUIREMENTS AND SPECIFICATIONS 1. All equipment will be licensed and operate in full compliance with all FCC or NTIA rules and regulations as applicable. 2. All equipment must be identified on the outside with the following information: owner, contact name and phone number, operating frequencies, copy of the current FCC License (if applicable) and the model/serial number. 3. The Licensee must notify Network Services, for approval, of any significant changes to the equipment referenced including, but not limited to, any addition or change in operating frequency(s), change in transmitter power levels or removal of equipment. 4. Network Services, with notification, may require the Licensee at any time to combine equipment into a multi-user transmit or receive system. Should this occur, additional system (transmitter and/or receiver) signal loss is to be expected by the Licensee. 5. Control stations (typically commercial UHF/800/900) or inverted transmit /receive frequency pairs are not allowed on antenna sites. 6. The equipment must be operated with all shields attached, cabinet doors closed and side panels attached. 7. All ancillary equipment such as modems, duplexers, cavity filters, etc., will be racked or enclosed within the station or a suitable metal cabinet or housing. 8. All equipment, antennas and transmission lines will be installed and grounded in compliance with Motorola R56 Quality Standards (P.N. 68P81089E50, (800) 422-4210) and the manufacturer's specifications. In the event of a conflict between such standards/specifications, Motorola Network Services shall determine which applies. Transmission lines will be installed using stainless steel or hot dipped galvanized hardware. Transmission lines will be labeled with the customer name or contact name/phone number and antenna location. Tower transmission lines will have grounding kits installed at the top, middle, bottom and at the equipment area entrance. 9. All antenna lines entering the site will have a PolyPhaser® or approved equivalent surge suppressor installed within two feet of the cable entry port. This surge suppressor will be bonded to the site ground system. (PolyPhaser Corp. - (800) 325-7170). 10. All interconnecting RF cables will be Andrew Corporation superflexible, LDF or Cablewave FLC or approved equivalent. Current exceptions; frequency standards: RG -142 or RG -400 and satellite receivers: RG -6 11. Network Services sites that do not have a Type 1 AC surge suppression panel installed will require the customer to provide individual transient (Silicon Avalanche Diode) surge protection on each circuit used. Northern Technologies Inc. (800) 727-9119, Transtector (800) 882-9110 or approved equivalent. 12. All telephone lines will have transient surge (Silicon Avalanche Diode) protection installed within two feet of entering the equipment room. The SAD device must be bonded to the site ground system. A.C. Data (800) 890-2569, Northern Technologies Inc. (800)-727-9119, Transtector (800) 882-9110 or approved equivalent. 13. Unsealed batteries (lead acid, maintenance free lead/acid) are not permitted in Motorola Network Services Sites. All sealed batteries must be properly mounted and installed according to the manufacturers' specifications including proper containment. 14. Non compliant issues will be resolved at the Licensee's expense within thirty days of notification. 15. It is vital that standards for interference protection of systems be used to reduce the possibility of interference. The standards below are minimums and must be complied with by the Licensee. Additional protective equipment may be required by Motorola Network Services in the event of interference. Frequency Range 25-54 MHz 66-88 MHz 88-108 MHz 130-225 MHz 400-512 MHz 806-960 MHz Minimum Transmitter Protection Standards Minimum of reverse isolation required (Isolator) 20 dB 25 dB 25 dB 50 dB 50 dB 50 dB Hybrid transmitter combining will have a band pass filter in frequency: UHF/800/900 MHz - 15 dB. Multi -frequency t Bandpass cavity minimum attenuation. (1 MHz. from Tx Frequency) 30 dB 20 dB 25 dB 25 dB 15 dB 15 dB on t outp t with the following attenuation at 1 MHz from the transmit st be approved by engineering. The information supplied in this request form is accurat- and a• ree to com with the above standards. AUTHORIZED CUSTOMER SIGNATURE: Printed (or typed) Name: ieot3Ekr . 6/'&T7 11/12/96 page 2 of 2 Date: /D -H-97