, + INTEGRATED TELECOMMUNICATIONSERVICES AND ACCESS AGREEMENT THIS INTEGRATED. TELECOMMUNICATION SERVICES AND ACCESS AGREEMENT (the "Agreement") is made and entered into this t dday of J u rJ 1:;- , 2016, by, among and between HControl Communities,LLC ("Company") dba OpticalTel,a Florida limited liability companywith officesat 1J60 S. Dixie Hwy. Suite 200, Coral Gables; FL 3314'6, and IAak'4Sll;i( ,?<r'<<M~'~· /?l,iHjY.- f\'E,16t..-fflo/U-It)()O It6:J"t1({i Tt MV I lAIc ,("Association") a Floridacorporationwith offices at jt?'5: G.· I1h/Y /}1} ,j! 'J,t!I ~C(b~(jt1lZ:. FLO .<ltlJ1/; § f}// RECITALS WHEREAS, the Company is in the businessof providingvarioussystemsandlor services including but not limited to multi-channel video; high speed data, security, information and voice services(collectively,the "Services''jrand WHEREAS, the Association is the managing entity of and/or owns the real estate commonly known as /lrd((A:ill?£, fl r 1(14i6J R1066 rJ/S"{ 6~t{(}fJ/Utt)Dt) ftS.(OL(<t--O ON ( (AlC! (the "Community") and more particularly described in Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS,The Community containsa minimum of~residential units plus any units added or constructed in the future ("Unites)"), as described in ExhibitA, attached hereto and incorporated herein by this reference; and WHEREAS, the Community contains certain Units, each of which are owned by unit owners ("Unit Owners"); and WHEREAS, The Company desires to be the exclusive provider ofthe Bulk Services for each aljdeveryUJiit ,- . , .. '. ,~ . ("Bulk Services") and the non-exclusive provider of the Additional Services (hereinafter defined)("Additional Services"), which are more fully described in Exhibit C, to the Association for the use mid enjoyment'ofthe Unit Owners to the full extent permitted by law; and NOW, THEREFORE, inconsideration ofthe.mutualcovenants and promisesherein,and other good and valuable consideration the receipt and adequacy of which isexpressly acknowledged, the parties covenant and agree as follows: AGREEMENT 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by reference. 2. Terms, 2.1 This Agreement will be effective on the date executed by all parties hereto and will continue for ten (10) years from the datel 00% of all Unitsare active with Bulk Services, as described in ExhibitC and paying according to section 9.4 ("the Initial Term"). 2.2 Upon the expiration ofthe Initial Term, this Agreementshall be automaticallyrenewed for successive five (5) year terms ("the Renewal Terms"), unless written notice of termination is provided at least one hundred twenty (120) days prior to the expiration ofthe initial or renewal term then in effect. The Initial Term and Renewal Terms are hereinafter collectively referred to as ("the Term.") 3. Right to Provide. Services. Association has the authority to grant and does hereby grant to the Company the exclusive right, privilege and license to provide the Bulk Services and the non-exclusive right, privilege and license to provide the Additional Services within the Community, however delivered, to enter into contracts with others to facilitatethe provision of the Serviceswithin the COmJlllJni~.a" rreceivepayment Initials~ I of25 Initials~ (Association) (Company) for the provision of the Services within the Community. Association shall not enter into any agreement on behalfofthemselves, jointly or individually,oron behalfof theUnit Owners,for the provisionofthe Services within the Community by any other provider regardless of the method used to deliver such Services to the Community, Nothing herein shall be construed or interpreted to prohibit or prevent any Unit Owner from obtaining, on ail individual basis,the Services from any other provider to the extent permitted by law, The Companywill provide the Units with the Services as described on Exhibit C, E and F, which include Bulk Servicesand Additional Services,The features and functionality oftile Services are dependent uponcurrent market conditions and are subject to change at any time during the Term of this Agreement, however, that such changes shall not degrade the Services as defined in ExhibitC; E, or F heretoand that the Servicesshall remain comparable to those provided by other franchise cable/internet/phone service providers throughout Lake County Florida, Furthermore, Company agrees to charge subscription rates for-its digital videoand Internet and telephone products at prices not to exceed eighty-five percent (85%) of the published retail pricing rates of Bright House Networks throughout Clermont, Florida, excluding any and all promotional rates, introductory rates; and/or specialized programs, In the event that new Additional Services become availableby other franchiseproviders other thanCompanywithinthe Clermont, Floridaarea, and Association desires to purchasethe new Additional Services; Companywill make a commerciallyreasonable best effort to offer Association such new Additional Servicesand rates and terms no more than the retail offerings by tile franchise service provider. In the event Company is unable to offer the Association the new Additional Servicesdesired, for any reason, then Association may at theirsole election procure such desired Additional Servicesfromauy providerwithout penalty 01' breach of this Agreement. 4. Right' to Install the System. 4.1 Association has the authority to grant and does herebygrant to the Companythe exclusive right, at the Company's expense, to construct, install, use and maintain, in the Community, all distribution cable, risercables, fiber optic wiring, homerun wiring consistingofthe wiringafter the Company'stap to the first splitter or outlet within each Unit at the Community ("the Home-Run Wiring), conduits, Modulators, transcoders, electronic equipment, antennas, amplifiers, optical line terminals optical networkterminals,filters, taps, pedestals, lockboxes, convertersand othersignal-recelving,scrambling and decodingequipment necessary for the operation ofa system("the System") forthe provision ofthe Services, said right including, withoutlimitation, the Company's rightto enterintocontracts withothers to facilitate the construction, installation and maintenance of the System; The Companywill perform all construction and installation work in aproper workmanlike manner, The Company will be responsible for maintaining and supervising all safety precautions in constructing, installing 01' subsequentlyupgradingthe System, Exceptin the case ofemergencies,all ofthe Company's activities in connectionwith the System shall be performed during-reasonable business hours unlessadvance notice has been given to the Association, 4.2 Repair and Restoration of the Community: The Company, on behalf of itself and for ally sub­ contractors or any other agents, shall, at its own expense, return the buildings, streets and/or parking areas, any other improvements and landscape that have been altered or affected by virtue of the construction, installation, maintenance, repair, modification, operation or removal of the System or in obtainingaccess said System to substantially the samestateand condition that existed priorto the work, ordinary wear and teal'excepted. 4.3 Inside Wiring: For purposes of this provision, ("Inside Wiring") will be defined as the wiringwhere the Company's Home-Run Wiring ends inside the unit, usually at a splitter, optical network terminal (ONT) 01' collection box, and the wiringdistribution begins inside the unit to existingcable television, internet, and/ortelephoneoutlets.The Companymay repair 01' replaceInsideWiringin orderto provide Services to Unit Owners, The repair or replacementofInside Wiringshall be to existingcable outlets and will includerouting cables.externally around baseboards. doorframes, moldingsand any necessary wall penetrations to pass through adjoining rooms, The Company will work in accessible areas not requiring the removal and reinstallation of moldings, hard floor coverings, wall coverings, large wall Initials ~ 2of25 InitialQ] .... (Association) ~ units or built in furniture, This also does not include any wall fishing, carpet pulls 01' installation of external wire molding. Cables will be secured through the use of staples and/orcable clips based on location and application. If a Unit Owner requests custom work, the Company will offer competitive pricingon an hourly basis. 5. Right to Market The Services. Association hasthe authorityto grant and doeshereby grantto the Company the exclusive right to market the Services within the Community. The Company shall have the right to advertiseand promotethe Services to the UnitOwners bydistributing promotional materials over the System, through the Association, by direct delivery, and/or by mail. The Company may provide Association with appropriate promotional and informational material regarding the Services for the benefit of new Unit Owners, and Association agrees to provide new Unit Owners with the same. Nothing in this Agreement, including but not limited to Association's right to advertise or promote the Services, with the Company's prior approval, shall be interpreted as granting Association any right 01' license in the trademarks, service marks, logos, 01' any other intellectual property owned by the Company, or in any goodwill associated therewith. 6. Access. 6.1 Easement: Association has the authority to grant and does herebygrant to the Company an easement in, on, over, under, within,and through thoseportionsofthe Community (both land