2008 NS Telecommunications Towers/Site Management

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North Carolina/Apex Standard Management Agreement November 16, 1998 5 the provision of extensive zoning review, electronic data base, marketing, and negotiating services by MetroSite on behalf of client. Compensation for all North Carolina clients shall be according to the Fee Schedule Addendum Number One attached 3. EXCLUSIVITY During the term of this Agreement, the Client shall not engage an independent contractor, consultant or employees to perform services the same as or similar to the Services on behalf of the Client unless MetroSite has materially breached any of the terns,covenants or conditions contained in this Agreement and MetroSite has failed to cure any such breach within sixty(64) days of the date of receipt by MetroSite of notice of an alleged breach from the Client. 4. RECORDS AND REPORTS 4.1 Books and Records. MetroSite shall maintain Client's books and records at MetroSite's offices in Little Rock, Arkansas which shall be available for inspection by the Client through its agents or representatives during normal working hours as the Client shall reasonably request with not less than.three(3)days prior written notice to MetroSite. MetroSite shall maintain such books and records for not less than three (3) years following the termination or expiration of this Agreement. 4.2 Status Reports. MetroSite shall submit to the Client periodic status reports setting,forth a summary of all revenues and associated marketing and managemea fees generated by all Facility leases or licenses entered into by Client. 5. TERM AND TERNMATION 5.1 Ted. Subject to the termination provisions set forth in Section 5.2,this Agreement shall have an initial term of five(5)years, commencing on October 9. 1998, and terminating on October 9. 2403. (Initial Term) which shall be automatically extended for three(3)separate additional five(5)year terms unless either party shall provide the other written notice of its desire not to renew this Agreement ninety(90) days in advance of the lapse of the then existing term. 5.2 Termination and Actions Thereafter. This Agreement may be terminated by either party by written notice to the other party upon a material breach of any of the provisions of this Agreement provided written notice has been provided to the other party specifying the facts giving rise to the alleged breach and there is a failure to commence and diligently proceed with efforts to cure the alleged breach within sixty(60)days of the date of receipt of said notice. 6. RELATIONSHIP OF THE PARTIES 6.1 Independent Status. The relationship of MetroSite to the Client hereunder shall be that of an independent contractor. Nothing in this Agreement is intended or shall be construed to constitute MetroSite, or any of its employees, agents or subcontractors, an employee, agent or partner of the Client,nor shall MetroSite, or any of its employees, agents or subcontractors have authority to bind the Client in any respect without Client's express written.authorization. The Client shall not be liable for any negligent or willful act or omission of MetroSite or its employees, agents or subcontractors, and MetroSite agrees to indemnify, defend and hold harmless the Client and its elected and appointed officials and employees from and against any and all losses, damages, costs and expenses (including reasonable attorneys'fees and expenses) in any manner resulting from or arising out of any negligent or willful act or omission or any breach of MetroSite's obligations under this Agreement. The Client shall hold harmless MetroSite and its directors,officers,members, agents, and employees from and against any and all losses, damages, costs and expenses (including reasonable attorney's fees and expenses) in any manner resulting from or