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MCI-Verizon/Reciprocal Contract of Sale DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A RECIPROCAL CONTRACT OF SALE ,,z`? 711a iD This Reciprocal Contract of Sale("Contract") is entered into this day of January, 2020 by and between MClmetro Access Transmission Services Corp., a Delaware corporation ("Verizon") and the City of Carmel,Indiana("City"), acting by and through its Board of Public Works and Safety. RECITALS WHEREAS,each Party has constructed and owns or will own an organized system of multi-duct underground conduit and related facilities in and around the City of Carmel,Indiana (conduits owned by Verizon the "Verizon Conduit System" and conduits owned by the City the "City Conduit System"); and WHEREAS,each Party wishes to sell conduits within their respective conduit systems to the other Party as an even exchange of assets. Whenever the term"Seller" is used herein it refers to one of the Parties in its role as seller of the property to the other Party and whenever the term "Buyer" is used herein it refers to one of the Parties in its role as buyer of the property from the other Party; and NOW,THEREFORE,for good and valuable consideration,the sufficiency of which is hereby acknowledged, each Party agrees to sell and buy,the segments of duct identified herein, subject to the promises,covenants,and warranties set forth in this Contract. ARTICLE I PROPERTY CONVEYED BY EACH PARTY 1.1 Property to be Conveyed to City. Verizon agrees to sell, and City agrees to buy the portion of the Verizon Conduit System consisting of sixty five thousand six hundred five (65,605')linear feet of 2"diameter duct as shown.highlighted in Red on the drawings attached hereto as Exhibit A(the "Verizon Property). Use of the Verizon Property by City is restricted to internal municipal uses of the City and such property may not be sold, leased, licensed or in any way conveyed to third parties or used for any other purpose. 1.2 Property to be Conveyed to Verizon. City agrees to sell, and Verizon agrees to buy the portion of the City Conduit System consisting of thirty nine thousand seven hundred ninety five(39,795') linear feet of 4"diameter duct and 1-1/4"duct as shown highlighted in Purple on the drawings attached hereto as Exhibit B (the"City Property). The term"Property" refers to either the Verizon Property or the City Property or both properties, as the context suggests. 1.3 Manholes/Handholes. It is the intent of the Parties to use their reasonable commercial efforts to build their own manholes and handholes in all parts of the conveyed Property so as to maintain a separate conduit system after the sale of the conduits to avoid any sharing of manholes and handholes in the purchased conduits. The Parties will construct such DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A separate manholes and handholes as soon as possible after the sale of the conduits. In the event there are situations where such separate manholes and handholes cannot be constructed the Parties shall share the use of existing manholes and handholes for those sections of conduit sold. In the event the parties share the use of any manholes or handholes the following shall apply: a. Buyer shall give at least 72 hours' notice to Seller before entering a manhole or handhole belonging to Seller and Seller shall be able to have a representative monitor any work done by Buyer in the manhole or handhole with the right to stop • work if there is a chance of damaging any other cables. b. In the event Buyer needs to enter a manhole or handhole in an emergency situation the Buyer shall attempt to give at least 4 hours prior notice to Seller or as much notice as is possible for the situation. ARTICLE II VALUE OF EXHCANGE 2.1 Exchange Value. Verizon and City each declare that the value of the Property sold to the other are equal in value requiring no additional consideration to be paid to the other. The agreed value for exchange purposes is $540,217.00. ARTICLE III SELLER'S REPRESENTATIONS AND WARRANTIES 3.1 Ownership. Seller is the owner of the entire right,title, and interest in and to the Property. 3.2 Seller's Power and Authority. Seller and its representatives have all power and authority legally necessary to enter into this Contract, execute and deliver the Closing documents, and sell the Property in accordance with the terms of this Contract. 3.3 No Actions Against Seller. Seller knows of no action, suit,proceeding,or assessment pending or threatened against Seller,which would, if determined against Seller, adversely and materially affect Seller's ability to perform its obligations under this Contract. 3.4 No Additional Approvals Required. Neither Seller's execution of this Contract nor Seller's performance of any of its obligations hereunder: a. Violates any written or oral contract, agreement or instrument to which Seller is bound or which affects the Property or any part of it; b. Constitutes or will result in the violation or breach by Seller of any judgment,order,writ, injunction or decree issued or imposed upon Seller, or result in violation of any federal, state, local and other laws, statutes, 2 DocuSign Envelope ID 33902EC0-B57F-4DD9-98DC-05C0781 D0D7A regulations, codes, orders, ordinances and rules; or c. Requires that Seller obtain any approval, consent, order,authorization, designation, filing(other than recording),registration, notification of, by, or with any judicial or governmental authority except as expressly provided in this Contract. Seller shall cooperate with Buyer in Buyer's acquisition of any such approvals needed by Buyer from the responsible judicial or governmental authority. 3.5 No Liens or Encumbrances. Seller shall deliver the Property to Buyer free of any liens or encumbrances of any kind. ARTICLE IV BUYER'S REPRESENTATIONS AND WARRANTIES 4.1 Buyer's Power and Authority. Buyer and its representatives have all power and authority legally necessary to enter into this Contract, execute and deliver the Closing documents, and purchase the Property in accordance with the terms of this Contract. 4.2 No Actions Against Buyer. Buyer knows of no action, suit,or proceeding, pending or threatened against Buyer,which would, if determined against Buyer,adversely and materially affect Buyer's ability to perform its obligations under this Contract. 4.3 Submission to All Applicable Local Right-of-Way Controls. Buyer understands and acknowledges that the Property is subject to all applicable local right of way controls as enacted,either currently or in the future, by those municipalities in which the Property is located. Buyer represents and warrants that it shall own and operate the Property subject to, and in accordance with,the requirements of those municipalities and will secure all necessary permits, approvals,and authorizations from such municipalities to the degree any such approvals are necessary. 4.4 Required Rights. Buyer shall secure any rights of construction, occupation and access for any conduit,which is owned by Buyer,to be placed on any private property, if any, located at the end points of the Property. ARTICLE V ACCEPTANCE OF PROPERTY 5.1 Acceptance of Ducts. Seller shall notify Buyer in writing that the Property is ready for testing and the testing will begin. Seller,with Buyer representatives present, shall test the duct that will be conveyed as the Property("Tested Duct")by pneumatic testing or other appropriate means. Within fourteen(14)days of such testing,Buyer shall then confirm that the Tested Duct within the Property has been constructed according to generally recognized standards in the communications industry and are capable of pulling a cable through such 3 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A conduits without damage to the cable. 5.2 Acceptance of Property. If the Property meets the acceptance conditions in Section 5.1, Buyer shall accept the Property and closing shall be scheduled as set out in Article IX ("Acceptance"). If the Property does not meet the above conditions, Seller shall immediately correct the conditions causing such failure to meet such conditions and again give written notice of completion and repeat the process above. 5.3 As-Built Drawings. Within ninety(90)days after Closing, Seller shall deliver to Buyer a full set of as-built drawings for the Property. ARTICLE VI TAXES 6.1 Responsibility for Taxes. Each Party shall be responsible for and pay all taxes, including sales,use,or transfer taxes, applicable on their respective purchase of the Conduit System,and for filing any returns,reports or forms required to be filed with respect to such taxes Each Party will provide the other Party with such information as reasonably required to complete and file any returns,reports or forms for such taxes, or to establish a claim for exemption from any applicable taxes arising under this agreement. The Party buying the Conduit System shall only be responsible for applicable personal or real property taxes after the sale of the Property. If any personal or real property taxes payable by Buyer herein are assessed on or paid by Seller, Seller shall be permitted to invoice Buyer for its proportionate share of such taxes(including any penalties, interest, and other additions thereto)based on the methodology used by the authority imposing the tax. Neither Party shall be responsible for taxes on the other Party's net income. Seller and Buyer shall reasonably cooperate in resolving any issues relating to taxes paid by a party relating to the Property that are double billed to the other party. ARTICLE VII • INDEMNIFICATION 7.1 Seller's Indemnity. Seller agrees to indemnify,protect, and defend Buyer against, and hold Buyer harmless from, any and all claims, demands, liabilities, losses, damages, costs and expenses including,without limitation, reasonable attorney's fees,asserted against, incurred, or suffered by Buyer resulting from any patent infringement,personal injury or property damage occurring in, on,or about the Property or relating thereto before the date of closing from any acts or omissions of Seller, other than as a consequence of the acts or omissions of Buyer, its agents, employees, or contractors. Seller's obligations under this provision shall survive for any claims accruing up to the time of sale.Neither the foregoing nor any other provision of this Contract shall limit the rights and remedies available to Buyer at law or equity. 7.2. Buyer's Indemnity. Buyer agrees to indemnify,protect, and defend Seller against, and hold Seller harmless from,any claims, losses,damages, costs or expenses including,without limitation, reasonable attorneys'fees, asserted against, incurred,or suffered by Seller resulting 4 DocuSign Envelope ID 33902EC0-B57F-4DD9-98DC-05C0781D0D7A from any personal injury or property damage occurring in, on, or about the Property or relating thereto before or after the date of closing from any acts or omissions of Buyer other than as a consequence of the acts or omissions of Seller, its agents, employees, or contractors. Buyer's obligations under this provision shall survive for any claims accruing up to the time of sale. Neither the foregoing nor any other provision of this Contract shall limit the rights and remedies available to Seller at law or equity. ARTICLE VIII LIMITATION OF LIABILITY 8.1 Liability. Notwithstanding any other provision of this Contract, it is the intent of the Parties that each shall be liable to the other for any actual and direct damages incurred as a result of a party's failure to perform its obligations as required by this Contract;provided, however,that, in no event,will either party,nor any of their contractors, subcontractors, agents, or employees be liable for any loss of revenue, lost profit, or other indirect, special, or consequential damages suffered as a result of either party's breach of its obligations under this Contract. ARTICLE IX CLOSING 9.1 Place and Date of Closing. The closing for the purchase and sale shall take place by email and regular or overnight mail, or at such other place as Seller and Buyer may agree. The closing shall take place within 10 business days after Acceptance of both the Verizon Property and the City Property("Closing"). 9.2 Seller's Closing Obligations. At Closing, Seller shall deliver to Buyer an executed bill of sale in the form of the attached Exhibit C and D. 9.3 Possession. Possession of the Property shall be delivered to Buyer by Seller along with the executed bill of sale upon receipt of payment. 9.4 Closing Costs. Each Buyer shall pay for all transfer and conveyance fees in connection with the sale of the Property, if any. Each party will be responsible for its own legal fees,except in the event of default. ARTICLE X TERMINATION OR DEFAULT 10.1 Buyer's Termination. If Seller is unable to convey title to the Property or any portion thereof due to damage or destruction, condemnation or for any other reason,Buyer may, at Buyer's option, either: (a)terminate this Contract in its entirety as to the Property it is due to receive or(b)terminate this Contract with respect to that portion of the Property it is due to receive that is not capable of being conveyed. Buyer shall provide written notice to Seller of its 5 DocuSign Envelope ID.33902EC0-B57F-4DD9-98DC-05C0781D0D7A election above not later than the Closing. For purposes of this Article X,the value of each Parry's Property is $540,217.00. The prorata difference in the value between what each Party receives shall be computed and the Party receiving the higher value shall pay the Party receiving the lower value the difference in such values at the Closing. In the event both Parties decide to terminate their purchase of all conduit pursuant to this Article X,this Contract shall terminate with no conveyance of Property to either Party. 10.2 Default. If either Seller or Buyer fails or refuses to perform their respective obligations hereunder, including the failure to pay any amount when due,for any reason other than the other party's default or a duly-noticed termination expressly permitted under this Contract, Seller or Buyer,as applicable, may pursue any remedies available to such party at law or equity. ARTICLE XI MISCELLANEOUS 11.1 Assignment by Buyer. Neither Party may assign or transfer this Contract, or any rights and obligations arising hereunder,without the prior written consent of the other Party; except as specifically provided hereafter. Any other attempted assignment or transfer shall be null and void.Notwithstanding anything to the contrary herein, Verizon may assign or transfer this Contract,or any rights and obligations arising hereunder,without the prior written Consent of City,to any affiliate controlling or controlled by Verizon or under common control of a parent company or companies,or in connection with the sale of all or substantially all of Verizon's assets or in connection with a merger involving Verizon. 11.2 Notices. All notices, approvals,waivers, objections or other communications under this Contract shall, unless otherwise specified,be in writing and deemed to be duly delivered if delivered in person,by overnight courier with evidence of delivery,or by certified or registered mail: a. If to City,to: Information and Communications Systems City of Carmel 31 1 St AVE NW Carmel, IN 46032Attention: Timothy Renick With a copy to: Office of Corporation Counsel City of Carmel 1 Civic Square Carmel,IN 46032 Attention: Douglas C. Haney 6 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A b. If to Verizon,to: MClmetro Access Transmission Services Corp. 400 International Parkway Richardson,Texas 75081 Attention: Senior Manager,Network Contract Services With a copy to: Verizon Business Network Services Inc. 1320 North Courthouse Road, 9th Floor Arlington, Virginia 22201 Attention: Senior Vice President&Deputy General Counsel 11.3 Entire Agreement. This Contract,and the exhibits attached hereto constitute the entire agreement between Verizon and City and supersedes all prior agreements and understandings between them as to the subject matter of the Contract. There are no restrictions, arrangements, or undertakings,oral or written,between the parties relating to the transaction contemplated hereby which are not expressed or expressly referred to herein. 11.4 Binding Effect. This Contract shall be binding upon,and inure to the benefit of, Verizon and City and their respective successors and permitted assigns. 11.5 Amendments and Waivers. This Contract may not be amended except by a written instrument executed by each of the Parties. No waiver, change,modification,consent or discharge shall be effected except by a written instrument executed by the party from which such waiver,change,modification,consent,or discharge is sought. 11.6 Severability. If any term or provision of this Contract is invalid, illegal,or incapable of being enforced by any rule, law, or public policy, all other terms and provisions of the Contract shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner adverse to either party. Upon a determination that any term or provision is invalid, illegal,or incapable of being enforced,the parties hereto shall negotiate in good faith to modify this Contract so as to effect the original intent of the parties as closely as possible to the end that the transactions contemplated hereby are fulfilled to greatest extent possible. If any term or provision is capable of two constructions,one of which would render the term or provision invalid and the other of which would render the provision valid,then the provision shall have the meaning which renders the term of provision valid. 11.7 Counterparts. This Contract may be executed in counterparts, each of which will, for all purposes,be deemed to be an original and all of which,together,will constitute one and the same instrument. In pleading or proving any provision of this Contract, it shall not be necessary to produce more than one complete set of such counterparts. 7 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781 D0D7A 11.8 Governing Law. This Contract shall be construed,governed, and enforced in accordance with the laws of the state of Indiana,without reference to its conflict of laws principles. 11.9 Time is of the Essence. Time is of the essence in the performance of both parties' duties and obligations hereunder. IN WITNESS WHEREOF,the parties have caused this Contract to be signed by their respective duly authorized officers as of the date first written above. MClmetro Access Transmission Services Corp. (Verizon) B NA t & (�a lIVA,5 Y Name: Reneta Haynes Date: 17-Jan-2020 1 15:10 EST -7 Al Approved and Adopted this c' day of4t/f- ,2020 CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: A, trt— re'5-S2.Vtif James Brainard,Presiding Officer Date: )ilaf' t4a- Mary An urke, es n r ` Date: / aL �-a 8 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A Lori S. Watso e�ryber ` Date: r/©-�/ ao.�n ATTEST: > C-e Sue Wolfg ng, r Date:O/ 0^1 O O 9 DocuSign Envelope ID.33902EC0-B57F-4DD9-98DC-05C0781 D0D7A Exhibit A Property to be Conveyed to the City Proposed VZCo duit Hazel Dell Pwk(106th to 1161h) VZ Conduit MC101 6093 Hazel Dell Pa(116th to 126th) VZ Conduit MCI02 5514 HaZel Dell Pwk(126ih to Hainy(Mainto Turquoise Or) VZ Conduit MCi03 4745 City Center(Rangeline to 3rd Ave SW ) VZ Conduit MCIO4 1304 Congressional Blvd(615'S of City Center to College Dr) VZ Conduit MCI05 1249 Congressional Blvd(117th to Pennsylvania Ave) VZ Conduit MCI06 1653 Carmel Dr(Old Meridian to Illinois St) VZ Conduit MCI07 2542 Spring Mill (Main to 136th) VZ Conduit MCI08 2581 Spring Mill (136th to 145th) VZ Conduit MC149 5555 College St (96th to 1061h) VZ Conduit MCI1d 536, Lionon Trail(96th to Chesterton Cell Site) VZ Conduit MCI11 761 Gray Rd(106th to Greenspire) VZ Conduit MCI12 5133 Shelbome Rd (Main St to 1161h) VZ Conduit MCI13 8118 116th(Hazel Dell Pwk to Keystone SE) VZ Conduit MC114 10514 116th(Crossfeilds Dr to Shelboume) VZ Conduit MCI15 4469 Total amount Condit used 65635 10 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781 DOD7A Exhibit A Map 1 verizoni .. A . : hrpletrot: } l a 1 r 91r Caidnl {{rr y,g‘a it '. Dirt hats•Ism - ,1 6[ i. Cfy o1 timid r q ... an.,j�n`c�Wn r r IIOIfaQo • P CIII o1C411 of y A 1 c IFviMg1?CC•0114 1 pliN .r-a 7b irmci li .1 1 g1IU1CNlla1 t tt. ► .--yam I CabilSrpornb r NCI TVA? ,� ;: r I n r , . ' f '. 01.0 2-7'C,1041.41 ► �i f. 4 M i , , llf • -_i f y.W tiilfifd+ I i .i F11 I .1at p 4 Niiki 0 _ 0 Oki • kora .!r• sro.(••aoAtypito(moll*A+a etwt.*?)**+GwrM111w. 11 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A Exhibit A Map 2 ..—.......0* M C I • 7 Tr41.Li it , iirPs; ..s.4 . i„,..i: Iit - Palk et- it ;f' -44 , . . it . - P. 4 ,.;;; 77141,.t4"' -, , i;',,,,,,i t E., - .;. w .j oramoul tiii . II 01;41,4 i ir pfilt... • 1 --. 4c, -..ap , . ....a.-4Fil,„ A: .12. "t.'_ . ..44 d",roe. Cialli. a i ?Wu,..f •• * ii i�.tearr* 131 ``Ai a �t ' ir....:A • ! l mc , I tr.P•.„.2.., , , L-. . t Cattat �-1 ( '+ a >��Mw • •� t _ A _ -L 3 . ..„ . 7 • , - .a i' 4‘,401/4‘,tx . ,... , it, 4* ,oara.'' wrna(•oatrlCwi,aw(.umlie 1.1•liviorrollt40 ow.Nam*• 12 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A Exhibit A Map 3 _................* M C I '1474:4=11j 1111NMELI ftralsal kt-lb,1:- r 6 14wil IN1 i r k; "P I- v t` I.*'' r r cI :IGn.I . ,1.. 1 tt1 ``,1N Is who Icad iiirta I�ri4 "kid, _itX �, ¢�alhpt95'CuWU L 1 , l 16illddl • 1gift, t� i i t Vtir 1..ii • r el CIRO r-ar r• .. 41 M P. 1" '.« cE.l«Iry1PJ'Ct+lllo 4 ♦f J s A .4,h�#� , J ::':: 11--(feje* ' n1 • f .�-'tom e�' ., 1,6 . ...•1‘.IN.L•1111" } li i i. t. K f` t •�'v y t j; • NCI a +ri: •� • •� I. •� !. !i \ )1h' c.,•su J+Nr•. • •1. t; Y • 1 —;, li-•t Ci`.,� ' i 'r , 4•TT }. • i- +� •" �• —` r.ik �p.�• 2}i.bra ,r9 r• • � q x � r K `�,e '_f4`g rW�yp�� `:! ��'�' Selo elNo.i I.;'L... �,ee 1 IIt� , 1Z u•Ru.sieU 1 11 .1+.(•400.14C•,.14t(..mito Irmo so•vl..rt tines(.4so•Mo•*.• 13 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A Exhibit A Map 4 M C I a � y '414, _.g. 1.._. I.ii 4o s _ IFA+1t�0UoN11 • t. � � c.f., --ti.�. ()ty.If,.1M I Iffr4114123.Cell" t S �. I, 4% s i�`;: •arr *-4. • . u:,tro rig ,, 7, . t -. , �. .,. . 4 � ' i� .-. t t .i. INC41N 1 !� r ►ci' . re t►.I�.YIn �{ M1y r1..1 s-*i .,•,.tit -' ,�f ( 1 . ,` (3I1fJG.?♦hI 4 n.:i r_: -,!-,.7 . • 1:1:k' ,* ., - fZ'!1 i .:, f 1..1 " ,t.. ' -- 1 . . . :.leet II . . : 11.41_ .:1 , ,.,, . Arc f. . 6 :-.1., 4 6 . '6.4; .,r• ..6:(- '1 a - -.---,,,.-.'e44.-I; ....,... . , ..... , ‘,4e,M".9t .1,,, I , 'ffl: 1 " ''''4 Mt Sim Z 1.. H ' f)/� `► • , , ,.. ,, • . k 64,140014 ,nyr.,.,. i ...n•Drtr*s4 ,IMP.....t••.•...yt•w`9ti.•(.r.yr.N• 14 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A Exhibit B Property to be Conveyed to Verizon Existing City of Carmel Conduit(Requested) Eastside of White River at E106 St City Conduit 1.25 (1 to 1) CCO1 1655 Inrestside of White River at E106 St City Conduit 1.25 (1 to 1) CCO2 883 Hazel Dell Pwk (96th to 106th) City Conduit 1.25 (1 to 1) CCO3 5147 106th (Hazel Dell Pok to Greg) City Conduit 1.25 (1 to 1) CCO4 4277 3rd Ave SVl(Industrial Dr to City Center) City Conduit 1.25(1 to 1) CCO5 1782 White River Cross at E106 St City Conduit 1.25(3 to 1) CCO6 1621 City Center(3rd Ave SW to Congressional Blvd) City Conduit 4(2 to 1)) CCO7 5904 Congressional Blvd (City Center to 615 South of City Center 4"( City Conduit 4(2 to 1)) CCOS 615 Carmel Dr(Illinois St to Main St) City Conduit 4(2 to 1) CCO9 2357 Main St(Spring Mill to Shelborne) Cite Conduit4(2 to 1) CC10 10352 116th (Keystone RA SE to Keystone FA SlyV) City Conduit (2 to 1)) CCii 1212 Rangeline (Center City to Executive Dr) City Conduit 4 (2 to 1) CC12 2990 Total amount Conduit used 3S795 15 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781 D0D7A Exhibit B Map 1 .........44* MC I 7 + 1:Wd e I" , • r 04.04.1 ' iWM.4'C+vllq ,,: CHI•ICllh.l it' /• 1 , 4Elitivt21$0MIII F t ' b Ito Inn: � l a r - . 4 yV>Mlrn teS'C nail k ,.' c Cmlll*pMa, • ilritieli 0' ll�I s CatillSpt•ns k• ILIA&SO• t.. 1.6 tw b+ul i• —r--:•.""Tar �Mwrr r� • 1 '+ •' • I 1 S .. . .r,•Wt•p•ta Croatia>..I r•rt••)Y•.M(,•‘•w•••N• 16 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781D0D7A Exhibit B Map 2 McI -7-:1 ..- r WPM +i. 7t, ( t.4,..,t.k-wi/ g1 e,- i.-..,". —.1.,..s fi'-t‘l i.i,.-7•" 11 e ' liti- •1. I ' IE�►+lly 4 Gtt11U PPf •' , .� * 1 y�»4,�. '..I !•, 1• CTkD11(I.1114- w►r ."+1'. ""` at C pryJfJM• .w. �A - ` � • 'V .% I6dittyUSCudil t :' t , 4. -0 Iil » t ti lO,luYln ; r. ! -An • plyacimd ' ' `��' ( Free CoWt tap eh • M.. J . a N - ' ' - ' ' V .t. . Masi 2-2G oMI t - f } C at .1 ' .'r 4 t . 1:_.. 4 I • �_ I F ktt 1 ! it 1 ! , 'Ai .`• ;: t: • '-•' C7t1Spfl ~ 'j -- • Nµbw,• � I t� f ' tA '�, ''' .;v ' rT f ' '' j � Y .. C i r * • 1 ,i IurIulr At' I MroharlWhp1w(.vat 1r$nlrtrMwl Oleo(•iwoeiemu' 17 DocuSign Envelope ID:33902EC0-B57F-4DD9-98DC-05C0781 DOD7A Exhibit B Map 3 MCI - '1 - ► '" ; ' '..4 • -'i. a 4 .1 _.,'* 4,r 61WM1'Gwua i r ,, ,� Oal'Jae ttw- ,.,., .1 " r „' tz r" CII1.ICaM41 . 1 • ' - . .4"4, v • links*: i d, f 41 I. 'y it J., • :i'R" .t `- {1 xarlrpt35'[sd11 I 1 • ( • , r' IU..1 X - a64.4,h t ,. . -''''b .' AIA.2:11 it -14„i'' .._ Op of Ctr444 1F ' 'L t► - kill I __ i'. ' V 11, fill a ,, �I .,fit ,� r' I .`.' .• 'K'�Oi,,,,._ '`�"' "_ WTI►M►• 1',a' . . t. rl,' • t...t.uK • %li i ; `� . ,' fa,, •; - .1-' / . 8.y..'lMsK il/t/ I II ` i,w �� L. - mr.(..d.WNipl.a(.N.1*?o..nomintM.(mprM1ptN. 18 DocuSign Envelope ID 33902EC0-B57F-4DD9-98DC-05C0781D0D7A Exhibit B Map 4 MCI r � t 4 l . irk } t ' * rtii, ,r, , I. I ogpiCanr I . ;; h r 4. '• k,, ,1 , / , i y i. , ',t , t kt 16kitU 4 amid art+yr • { ' , t Cin tugr Ln.- • a++*•.4 r + IE+i+itylwvedug ' '+,,t + ' r , I Iktrtlo • ,'t . ■ [IM41. ., OtriCrmr 1A . . . - V iWrtgi SCardit �jj' 1' IrulaYlr a c, , 4,,... i,-.., 411 t,jt. p, 1 • i. tx, ,,... 0tirsAtt. ititSigs Eh �: 1 i 'r , tld C!'w• ! i.iel \ Akl ,..,,i---) 1..-. :'...4 - i A+ t tlt-� •+ i ' ili '1� .lit,r tr ,. "' �5+, 11 i . .�. t " r Crlifi trb 44 I I. { '_ T . (iA�buOJ. ' ' 4y N�t* F ! iJ .v r ..1 . ', i,,, 4 .r I r1. 7 >+..�t+t h��h�J .Miltrf 1ti.;. r t '` r ,•. t t. _ + t • (U•SOO1#4J ".MO fir.ne t! '!\! 4' e w..•C.atr,WC...ty Cp■.it*vo••tvn•l941,w(ns.Me.M• 19 DocuSign Envelope ID 33902EC0-B57F-4DD9-98DC-05C0781D0D7A Exhibit C Bill of Sale Know all men by these presents: Whereas, MCImetro Access Transmission Services Corp. ("Seller")and the City of Carmel,Indiana("Buyer")entered into a Contract of Sale dated March , 2020 ("Agreement"); Now,therefore, in consideration of the exchange of equally valued assets, Seller does hereby grant, bargain, sell,assign,transfer, convey and set over unto Buyer all right,title and interest in the Verizon Property(as defined in the Agreement and as described on Exhibit A attached hereto), free and clear of any and all claims, liens,charges and security interests, for its own use and benefit forever, subject to the terms of the Agreement. The Agreement is incorporated herein by reference. Except as otherwise provided herein or in the Agreement,the Verizon Property is conveyed to Buyer in an "as is"condition on the date hereof. This Bill of Sale is made without representation or warranty by or recourse to Seller, except as expressly provided in the Agreement. Use of the Verizon Property by Buyer is restricted to internal municipal uses of the City and such property may not be sold, leased, licensed or in any way conveyed to third parties or used for any other purpose. In Witness Whereof, Seller has executed this Bill of Sale on ,2020. MClmetro Access Transmission Services Corp. By: Title: State of Texas ) )ss County of Dallas) On this day of , 2020, before me,a notary public in and for said county and state,personally came , of MCImetro Access Transmission Services Corp.,known to me to be the identical person who signed the foregoing Bill of Sale and acknowledged the execution thereof to be the voluntary act and deed of said company. Witness my hand and notarial seal in said county and state,the day and year last above written. Notary Public 20 DocuSign Envelope ID 33902EC0-B57F-4DD9-98DC-05C0781 D0D7A Exhibit D Bill of Sale Know all men by these presents: Whereas,the City of Carmel, Indiana("Seller")and MClmetro Access Transmission Services Corp. ("Buyer")entered into a Contract of Sale dated March , 2020 ("Agreement"): Now,therefore, in consideration of the exchange of equally valued assets, Seller does hereby grant, bargain, sell,assign,transfer, convey and set over unto Buyer all right,title and interest in the City Property(as defined in the Agreement and as described on Exhibit A attached hereto), free and clear of any and all claims, liens,charges and security interests, for its own use and benefit forever, subject to the terms of the Agreement. The Agreement is incorporated herein by reference. Except as otherwise provided herein or in the Agreement,the City Property is conveyed to Buyer in an "as is" condition on the date hereof. This Bill of Sale is made without representation or warranty by or recourse to Seller, except as expressly provided in the Agreement. In Witness Whereof, Seller has executed this Bill of Sale on ,2020. City of Cannel,Indiana By: Title: State of Indiana) )ss County of Hamilton) On this day of ,2020,before me,a notary public in and for said county and state,personally came , of the City of Cannel, Indiana, known to me to be the identical person who signed the foregoing Bill of Sale and acknowledged the execution thereof to be the voluntary act and deed of said company. Witness my hand and notarial seal in said county and state,the day and year last above written. Notary Public 21