• The sale price is $40.6 million. Broadweave will assume the remainder of Provo's bonds and almost all of the city's other financial obligations related to the network.

• Broadweave will own and operate all components of the fiber optic network.

• Broadweave will lease the Network Operations Center from Provo for an amount in addition to the sale price.

• Broadweave will grant Provo:

— A license to use dark fiber for SCADA and other city uses in exchange for Provo granting Broadweave a license for conduit usage and pole attachments.

— Dedicated capacity on the system for connecting government agencies like city, school and county facilities in exchange for payment of $300,000 per year.

— Up to three megabits per second of bandwidth for utility services to every residence and business connected to the network or that may be added in the future at no charge to the city.

• Provo will grant Broadweave a telecommunications franchise thereby allowing them to provide retail services on the network.

• Broadweave will maintain pricing at competitive levels equal to or better than similar services in the region.

• Broadweave will maintain high levels of customer.

• Broadweave will extend the network to new residential and commercial developments.

• Broadweave will invest in technology to maintain the network at a competative level with new HDTV channels and other product offerings.

• Broadweave will interview and consider any interested Provo telecommunication employee for employment. The city will attempt to assimilate remaining telecom employees where possible and will assist others without placement services.

• Provo will have nonvoting representation on Broadweave's governing board.

• If Broadweave sells the network to a third party, in addition to any amount due on the sale price, it will be obligated to pay Provo 10 percent of the remaining amount due or $2 million, whichever is greater.

• The parties will close the transaction by June 30, 2008.