23-01-18_PH73XC016-EASEMENT-MARICOPA-2003-CONTRACT.PDF

C-64-03-200-€ ~0e

WIRELESS TELECOMMUNICATION SYSTEM
LICENSE
ISSUED TO
NEXTEL WEST CORP., d/b/a NEXTEL COMMUNICATIONS

THIS LICENSE, issued by MARICOPA COUNTY (hereinafter called "LICENSOR" or
"County"), a municipal corporation, to NEXTEL WEST CORP., d/b/a NEXTEL
COMMUNICATIONS (hereinafter called "LICENSEE), a Delaware corporation.

WHEREAS, Licensee has applied to the County for permission to use certain streets and
public ways for the placement of a Wireless Telecommunication System under, in, along, over and
across certain streets and public ways in the County; and

WHEREAS, it is necessary in the public interest that all uses within the right of way for
public roads, streets and alleys by individuals, corporations and political subdivisions be regulated
and controlled so that said public roads, streets and alleys may be effectively utilized and
maintained for their primary purposes as public ways; and

WHEREAS, the laws of the State of Arizona authorize the Board of Supervisors of
Maricopa County to control and manage said public roads, streets and alleys within Maricopa

County;

WHEREAS, the form of License regularly used by Licensor is being used for this License,
even though certain of the provisions in the License are not applicable to the intended use of the
streets and public ways in the County as contemplated by this License;

NOW, THEREFORE, the Licensor hereby grants to Licensee this License.

SECTION 1. Permission Granted.

A.1 Subject to the provisions contained herein, and to the ordinance and resolution of the
County of Maricopa, Arizona State Statutes and the Constitution of the State of Arizona, the
County hereby grants to Licensee the nonexclusive revocable license, right and privilege to
construct, install, operate, maintain, and upgrade the system then in place, a Wireless Tele-
communication System in, under, along, over and across certain streets and public ways, in the
County as specifically identified on the map attached as Exhibit A with designated specific streets
and public ways as the authorized site and routes of this License. The primary purpose of the
License is to allow Licensee to install, remove, replace, modify, maintain and operate a Wireless
Telecommunication System as shown on attached Exhibit A, including, without limitation,
installing antenna equipment, cable wiring and related fixtures on poles or other structures of
Arizona Public Service that are located in streets and public ways in the County and running cable
and utility lines to sources of electric and telephone facilities and to other equipment for the part of

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ORIGINAL

the Wireless telecommunication System that is located adjacent to and outside of the streets and
public ways. The permission granted is also subject to the applicable provisions of Maricopa
County resolution and ordinances and any amendments thereto. The permission granted herein to
Licensee shall hereinafter be referred to as "License." As used herein the term "streets and public
ways" means the surface of and the space above and below any public street, sidewalk, right-of-
ways, alley, right-of-way easements, or other public way of any type whatsoever.

A.2 For purposes of this License, "Wireless Telecommunication System" means an
intrastate network of cables and all related property including conduit, carrier pipe, repeaters,
power sources and other attachments and appurtenances necessary for transmitting high speed
voice, data and (for such applications as teleconferencing) signals in connection with a
telecommunications system or systems. The authority granted by this License to use the streets and
public ways does not authorize the use of the Wireless Telecommunication System for operating a
cable television system, a cable system or authorize the Licensee to operate as a cable operator as
those terms are defined in the Communications Act of 1934 as amended, state law, or the County
Code. The authority granted by this License does not authorize the use of the streets and public
ways for an open video system as defined in the Communications Act of 1996 or as defined or
authorized by the FCC.

B.1 If it is necessary for the Licensee to comply with any law or regulation of the
Federal Communications Commission or the Arizona Corporation Commission to engage in
business activities associated with use of the streets and public ways for a Wireless
Telecommunication System, the Licensee shall comply with such laws or regulations as a condition
precedent to exercising any rights granted by this License.

SECTION 2. General Conditions.

A.1 The Licensee and Licensor agree if a regulatory body or a court of competent
jurisdiction should determine by a final, non-appealable order that such Licensee representations are
incorrect and as a result, the County did not have the authority to issue a License to Licensee, then
this License shall be considered a revocable permit with a mutual right in either party to terminate
without cause upon giving 60 days written notice to the other. The requirements and conditions of
such revocable permit shall be the same requirements and conditions as set forth in this License
except for conditions relating to the term of the License and the right of termination. If this License
shall be considered a revocable permit as provided herein, the Licensee acknowledges the authority
of the Board of Supervisors to issue a revocable permit and the power to revoke as provided
therein.

A.2 There is hereby reserved to the County every right and power which is required to
be herein reserved or provided by any ordinance, resolution or statute, and the Licensee, by its
acceptance of this License, agrees to be bound thereby and to comply with any action or
requirements of the County in its lawful exercise of such rights or power, heretofore or hereafter

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enacted or established. Neither the granting of any License nor any provision hereof shall constitute
a waiver or bar to the exercise of any governmental right or power of the County; provided
however, that the County shall not voluntarily impair the obligations of this License. The Licensee
does not waive its right to challenge any County action that it believes is unlawful.

B.1 The Licensee shall indemnify and hold harmless the County and its agents and
employees from and against all claims, damages, losses, and expenses of any nature, including
reasonable attorney's fees sustained by the County on account of any suit, judgment, execution,
claim or demand whatsoever arising out of the performance of work by the Licensee and its agents,
employees and contractors pursuant to this License or the installation, operation or maintenance of
the Wireless Telecommunication System authorized herein, whether or not any act or omission
complained of is authorized, allowed or Prohibited by this License.

B.2 In the event of any litigation brought by third parties challenging the right of the
County to issue this License under Arizona state law, the County may, but is not required to, tender
the defense of such litigation to Licensee, which shall then defend the litigation; provided,
however, that if the County tenders such defense to Licensee, Licensee shall have the right to retain
counsel of its own choice, to settle all or any part of the litigation on terms acceptable to Licensee
(and, where such terms directly obligate or affect the Licensor, acceptable to Licensor), or, at any
time of its election, to terminate its License under the termination terms provided in the License and
withdraw from any such litigation.

B.3__ After conducting due diligence if it so desires, Licensee shall assume the risk of,
and hereby relinquishes any claim against the Licensor in connection with, any final, non-
appealable determination by a court of competent jurisdiction that the County lacked the current
statutory authority to issue this License.

GC. Licensee shall at all times during the term of this License carry, maintain, and pay
the cost of the liability insurance for the mutual benefit of the County and the Licensee: commercial
general liability insurance, written on an occurrence basis, against claims for bodily injury, death or
property damage occurring on or about the Licensee's Wireless Tele- communication System and
appurtenances, which insurance shall cover such claims as may be occasioned by any act, omission
or negligence of the Licensee or its officers, agents, representatives, employees or servants during
all times that the Licensee will be using, maintaining and operating the Wireless
Telecommunication System and appurtenances granted under the terms of this License. The
minimum types of coverage and limits of such liability coverage shall not be less than:

Type of Insurance Minimum Limits of Liability
Commercial General Liability $1,000,000 Combined Single Limit
Premises/Operations

Products/Completed Operations

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Contractual
Independent Contractors (OCP)
Personal Injury with
Exclusion "C" Deleted
Automobile Liability $1,000,000 Combined Single Limit
Owned
Hired
Non-Owned
Workers' Compensation Statutory Amounts.

Employers' Liability $1,000,000 (each accident)

(1) The County shall have no responsibility or liability for such insurance coverage. An
enumeration of specific insurance coverage and amounts shall not limit or restrict the indemnity
covenants contained in this License.

The Licensee shall furnish the County with a Certificate of Insurance. The Certificate shall
be issued by an insurance company authorized to transact business in the State of Arizona, or be
named on the List of Authorized Insurers maintained by the Arizona Department of Insurance.
Insurance coverage shall not expire during the life of the License. The Licensee shall provide a
renewal certificate of the required insurance coverage to the County not less than ten (10) days
prior to the expiration date. :

(2) Worker's Compensation and Employer's Liability: A letter of certification, from the
industrial Commission of Arizona, that the Licensee is insured by the State Compensation Fund or
is an authorized self-insurer or a Certificate of Insurance issued by an insurance company
authorized by the Arizona Department of Insurance to provide Worker's Compensation and
Employer's Liability insurance in the State of Arizona.

(3) Additional Insured: the County, a governmental entity, its officers, agents and
employees shall be included as the additional insured on all policies except Workers Compensation
and Employers’ Liability, and this shall be indicated on the Certificate of Insurance issued to the
County. The Licensee's coverage shall be primary for any and all losses arising out of the
performance of this License.

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SECTION 3. Plans Approval, Permits and Construction.

A The Wireless Telecommunication System herein provided for, to be constructed,
installed, operated and maintained hereunder, shall be so located or relocated as to interfere as little
as possible with traffic or other authorized uses over, under or through said streets and public ways.
Those phases of construction relating to traffic control, backfilling, compaction and paving, as well
as the location or relocation of said Wireless Telecommunication System herein provided for, shall
be subject to regulation by the Superintendent of Streets. The Licensee shall keep accurate
installation records ("as built") of the location of all facilities in the streets and public ways and
furnish them to the County upon request. Licensee shall cooperate with the County to furnish such
information in an electronic mapping format compatible with the current County electronic
mapping format. Upon completion of new or relocation construction of underground facilities in
the streets and public ways, the Licensee shall provide the County with installation records ("as
built") in an electronic format compatible with the current County electronic mapping format
showing the location of the underground and above ground facilities. The acceptable electronic
format will be in accordance with the Maricopa County Department of Transportation guidelines.

B.1 If, during the design process for public improvements the County discovers a
potential conflict with proposed construction, the Licensee shall either: (1) locate and, if necessary,
expose its facilities in conflict or (2) use a location service under contract with the County to locate
or expose its facilities. Licensee shall reimburse the County for the cost resulting from number (2)
above. The County shall make every reasonable effort to design and construct projects pursuant to
this Section so as to avoid relocation expense to the Licensee. Licensee agrees to furnish the
location information in a timely manner, but in no case longer than 45 days.

B.2.__ The County reserves the prior and superior right to lay, construct, erect, install, use,
operate, repair, replace, remove, relocate, regrade, widen, realign, or maintain any street and
public ways, aerial, surface, or subsurface improvement, including but not limited to water mains,
traffic control conduits, cable and devices, sanitary or storm sewers, subways, tunnels, bridges,
viaducts, or any other public construction within the rights-of-way of the County limits.

B.3 When the County uses its prior superior right to the streets and public ways, the
Licensee shall move its property that is located in the streets and public ways, at its own cost, to
such a location as the County directs. Notwithstanding the foregoing, in the event the public
purpose project is paid for totally or in part by non-public funds, then the Licensee's costs of
moving its property shall be borne by the source of the non-public funds in the same ratio as the
non-public funds bear to the total project costs.

C: If, during the course of a County project, the County determines Licensee's
facilities are in conflict with the County project, the following shall apply:

i Prior to Notice to Proceed to County's Contractor (Routine):

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The Licensee shall, within a reasonable time, but in no event exceeding 6 months, remove
or relocate the conflicting facility. This time period shall begin running upon receipt by the
Licensee of written notice from the County. However, if both the County and the Licensee agree,
the time frame may be extended based on the requirements of the project.

a8 Subsequent to County Notice to Proceed to Contractor:

The County and Licensee will immediately begin the coordination necessary to remove and
relocate the facilities. Actual construction to remove or relocate such facilities will begin within a
commercially reasonable time after the notice period from the County and following Licensee's
obtaining a permit for such construction.

D. The Licensee agrees to obtain a permit as required by this License prior to
removing, abandoning, relocating or reconstructing, if necessary, any portion of its Wireless
Telecommunication System. Notwithstanding the foregoing, the County understands and
acknowledges there may be instances when the Licensee is required to make repairs, in compliance
with federal and/or state laws, that are of an emergency nature. The Licensee will notify the
County prior to such repairs, if practicable, and will obtain the necessary permits in a reasonable
time after notification.

E. If, in the installation, use or maintenance of its Wireless Telecommunication
System, the Licensee damages or disturbs the surface or subsurface of any streets or public ways or
adjoining public property or the public improvement located thereon, therein, or thereunder, the
Licensee shall promptly, at its own expense, and in a manner acceptable to the County, restore the
surface or subsurface of the streets or public ways or public property, or repair or replace the public
improvement thereon, therein, or thereunder, in as good a condition as before such damage or
disturbance. If such restoration, repair or replacement of the surface, subsurface or any structure
located thereon, therein, or thereunder is not completed within a reasonable time, or such repair or
replacement does not meet the County's duly adopted standards, the County shall promptly notify
the Licensee. Licensee shall have thirty (30) days or such longer period of time as necessary as
agreed to by the County, if such work cannot be accomplished within thirty (30) days, to restore,
repair or replace the surface, subsurface or any structure located thereon, therein, or thereunder. If
Licensee does not timely accomplish such restoration, repair or replacement, the County shall have
the right to perform the necessary restoration, repair, or replacement, either through its own forces
or through a hired contractor, and the Licensee agrees to reimburse the County for its expenses in
so doing within thirty (30) days after its receipt of the County's invoice therefor.

E: The County shall not bear any cost of relocation of existing facilities, irrespective of
the function served, where the County facilities or other facilities occupying the streets or public
ways under authority of a County permit or License which must be relocated, are already located in
the streets or public ways and the conflict between the Licensee s potential facilities and existing
facilities can only be resolved expeditiously as determined by the County by the movement of the
existing County or permittee facilities.

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G. If Licensee's relocation effort so delays construction of a public project causing the
County to be liable for delay damages, the Licensee shall reimburse the County for those damages
attributable to the delay created by the Licensee. In the event the Licensee should dispute the
amount of damages attributable to the Licensee, the matter shall be referred to the Dispute
Resolution Board. The Dispute Resolution Board shall consist of one member selected by the
County, one member selected by the Licensee, and a third person agreed upon by both parties. The
person agreed upon by both parties shall be chairperson of the Dispute Resolution Board. Expenses
for the Dispute Resolution Board shall be shared equally by the County and the Licensee. The
Board will hear the dispute promptly, and render an opinion as soon as possible, but in no case later
than 60 days after notification by the County of Licensee's allocated share of damages suffered by
the County. All decisions of the Dispute Resolution Board are non-binding on either the County or
the Licensee, however the findings of the Dispute Resolution Board shall be admissible in any legal
action. The County and the Licensee shall accept or reject findings of the Dispute Resolution Board
within 30 days after receipt of the findings. If damages are assessed by the Dispute Resolution
Board the Licensee shall pay the County within 30 days. Late charges of 5% and interest charges of
1-1/2% per month shall be added for late payment. Nothing herein shall prohibit a mutual
agreement between the County and the Licensee to use alternative dispute resolution for other
disputes related to different License provisions.

H. In the event the County becomes aware of a potential delay involving the Licensee's
facilities, the County shall promptly notify the Licensee of this potential delay.

I: Whenever the Licensee shall cause any opening or alteration whatever to be made
for any purpose in any streets or public ways, the work shall be completed within a reasonable
time, and the Licensee shall, without expense to the County and upon the completion of such work,
restore the property disturbed in a manner consistent with the County's duly adopted standards, or
as required by their permit which may incorporate special standards when required for County
purposes.

J: The installation, use and maintenance of the Licensee's Wireless Tele-
communication System within the streets and public ways authorized herein shall be in such a
manner as not to interfere with the County's placement, construction, use and maintenance of its
streets and public ways, street lighting, water pipes, drains, sewers, traffic signal systems or other
County systems that have been, or may be, installed, maintained, used or authorized by said
County.

K. The Licensee agrees not to install, maintain or use any of its Wireless Tele-
communication System in such a manner as to damage or interfere with any existing facilities of
another utility located within the streets and public ways of the County and agrees to relocate its
facilities, if necessary, to accommodate another facility relocation, that has a prior rights interest in
the streets and public ways.

L. The Licensee shall obtain permits from the County for all construction, installation,

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erection, enlargement, replacement, extension and relocation in the streets and public ways, which
permits the County shall issue on such conditions as are reasonable and necessary to ensure
compliance with the terms and conditions of this License. Further, the Licensee shall reimburse the
County for the location of the Licensee's facilities for design and construction purposes, and
reimburse the County for pavement damage as specified in Section 3.E of this License.
Reimbursement for plan review, inspection, location services, design costs, and pavement damage
is separate, and in addition to, any other License fees included in this License. The Licensee, at the
time of or prior to submitting construction plans, shall provide the County with a description of the
type of service to be provided by the Licensee in sufficient detail for the County to determine
compliance with this License.

M. AI installation of cable shall be installed per plans approved by the County, with
such approval not to unreasonably be denied or delayed. Licensee may install cables on existing
utility poles or in existing conduit where permission is granted by owner of the utility pole or
conduit, except where those same poles are scheduled to be replaced with buried facilities. No new
poles, or longer poles, will be permitted in the streets or public ways for any cable runs of this
License without the permission of the Licensor, which permission will not unreasonably be
withheld. If Licensee installs cable on existing poles as provided herein, the Licensee shall bury its
cable if such poles are removed and not replaced in kind for any reason. If the Licensee makes use
of existing conduit of a telephone or telecommunication company not currently regulated by the
County, by license or franchise, the Licensee shall be subject to the provisions of this License in the
use of such conduit in the streets and public ways.

N. The entire cost of relocation shall be borne by the County if the Licensee is required
by the County to relocate facilities which are located in private easements or rights-of-ways
obtained by the Licensee prior to the dedication of the public street or easement from which the
facilities must be relocated. These prior rights of the Licensee would also be unaffected by any
subsequent relocation. "Prior rights" as used in this paragraph means rights obtained by the
Licensee prior to the dedication of the streets or public ways from which the facilities are requested
by the County to be relocated.

O. The Licensee shall file and maintain until completion of the initial Wireless Tele-
communication System described in Exhibit A, a faithful performance bond in favor of the County
as required by the Maricopa County Department of Transportation permit requirements.

BP: Subject to the County ordinances, resolutions and regulations and Arizona State
Statutes, the County shall have the right, because of a public emergency, to sever, disrupt, dig-up
or otherwise destroy facilities of Licensee, without any prior notice if such action is deemed
reasonably necessary by the Board of Supervisors or Public Works Director. A public emergency
shall be any condition which, in the opinion of any of the officials named, poses an immediate
threat to the lives or property of the citizens of County, caused by any natural or man-made
disaster, including, but not limited to, storms, floods, fire, accidents, explosions, major water main
breaks, hazardous material spills, etc. Licensee shall be responsible for repair at its sole expense of
any of its facilities damaged pursuant to any such action taken by County.

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Q. If any frequency or site location of the Wireless Telecommunication System licensed
herein is found to interfere with the County’s public safety radio system, the Licensee in good faith
shall take all steps necessary to eliminate that interference, up to and including shutting down the
system.

R. Any trimming of trees by the Licensee in the streets and public ways shall be subject
to such regulation as the Board of Supervisors or other authorized official may establish to protect
the public health, safety and convenience.

S. The County may issue reasonable policy guidelines to all Wireless Tele-
communication System licensees to establish procedures for determining how to control issuance of
engineering permits to multiple licensees for the same one-mile segments of their Wireless
Telecommunication Systems. The Licensee agrees to cooperate with the County in establishing such
policy and comply with the procedures established by the Board of Supervisors or their designee to
coordinate the issuance of multiple engineering permits in the same one-mile segments.

SECTION 4. Records and Locator Service of Facilities.

A.l The Licensee shall comply with Arizona Revised Statutes Section 40-360.21 et seq.
by participating as a member of the Arizona Blue Stake Center with the necessary records and
persons to provide location service of Licensee's facilities upon receipt of a locate call or as
promptly as possible, but in no event later than two working days. A copy of their agreement or
proof of membership shall be filed with the County.

SECTION 5. Installation and Operation of the Wireless Telecommunication System.

A. All installations shall meet the standard specifications and requirements of the

SECTION 6. Abandonment of the Wireless Telecommunication System or Termination or
Revocation of License.

If the Licensee abandons use of its cable, ducts, or other facilities under or pursuant to the

License, then the facilities are required to be removed from the streets and public ways to the
satisfaction of the County at Licensee's cost. In lieu of removal the County may permit the

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improvements to be abandoned in place in such a manner as the County may prescribe. Upon
permanent abandonment, the Licensee shall submit to the County a proposal and instruments for
transferring ownership to the County. Upon revocation or termination of the privilege herein
granted, Licensee shall to the satisfaction of the County and, without cost or expense to the County,
promptly remove its Wireless Telecommunication System unless permitted by the County to be left
in place in such manner as the County may prescribe. If Licensee determines to remove such
Wireless Telecommunication System, or any portion thereof, then Licensee, at its sole expense,
shall restore the public rights-of-way where disturbed by such removal to a reasonable condition
under the supervision and to the reasonable satisfaction of the County. Any such facilities which are
not removed within one hundred twenty days (120) of either such date of termination or revocation
or of the date the County issued a permit authorizing removal, whichever is later, automatically
shall become the property of the County. The Arizona Blue Stake Center must be notified to record
facilities abandoned.

SECTION 7. License Fees

A. The Licensee agrees to pay to the County as consideration for the granting of this
License $5,000 annually for a nonexclusive right to place appurtenances in the Right of Way
occupied by Licensee as shown on Exhibit A within the Maricopa County streets and public ways.
This annual fee is earned each year on the anniversary date of the first annual license fee, as set
forth in paragraph B below, and payable to the County.

B. The County shall calculate the first annual license fee based on Paragraph A above.
The first annual license fee shall be due and payable 60 days after issuance of the License.

Cc. Payment by the Licensee to the County shall be made in United States legal tender.
Payments shall be considered timely if postmarked on or before the due date. If License fees are
not paid by the due date, interest of 1.5% per month shall accrue on the entire amount due. Any
payment received shall first be applied to any interest charges owed, then to any penalty owed and
then to any Licensee fee owed.

SECTION 8. Term of License.

The right, privilege and license granted herein shall continue and exist for a period of
twenty (20) years from the effective date hereof unless sooner canceled as provided in Section 12
below. The annual fee, as established in Section 7 above, can be renegotiated every 5 years as
necessary to assure that the County remain competitively neutral in their licensing requirements.
The renegotiated fee shall be based upon changes in the Consumer Price Index for the State of
Arizona, provided that such fee shall not fall below $5000.00 annually. If the Licensee and the
County cannot agree to changes in the annual cost, the matter will go before arbitration. The
arbitration committee will be comprised of three (3) arbitrators; one at the Licensee's choosing, one
at the County's choosing, and a third one selected by the other two chosen arbitrators. The cost of

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this arbitration will be divided equally between the County and the Licensee.

SECTION 9. License Non-transferable.

The right, privileges, and License granted hereunder shall not be assigned without the
express written consent of the County by an ordinance or resolution passed by the Board of
Supervisors, which consent shall not be unreasonably withheld or delayed, except that Licensee
may assign this License in whole or in part, without such consent, to a parent, subsidiary or other
affiliated entity of Licensee, or to any corporation or other business organization into which
Licensee may be merged or consolidated or which purchases all or substantially all of Licensee's
assets, or for the purpose of obtaining financing. This paragraph shall not be construed to prohibit
Licensee from selling, leasing or transferring fiber or capacity in the ordinary course of business.
If the County's consent is not required for an assignment, the assignee will notify the County of the
assignment within 60 days following the assignment. The new Licensee as approved by the County
shall be equally subject to all the obligations and privileges of the original License including any
amendments, which will remain in full effect, as if the new Licensee was the original Licensee.

SECTION 10. Nonexclusive License.

This grant is not exclusive, and nothing herein contained shall be construed to prevent the
County from granting other like or similar grants or privileges to any other person, firm or
corporation, or to deny to or lessen the powers and privileges granted the County under the
Constitution and laws of the State of Arizona.

SECTION 11. Cancellation of License.

A.1 The license granted hereunder may be canceled prior to its date of expiration by the

Licensee upon express written notice to the County. The County may revoke, alter, suspend, or

cancel this License at any time it deems necessary for material breach of the following:

a) Failure to file and maintain items required by the License and this License
Ordinance;

b) Failure to meet any conditions established in this License;

c) Any sale, lease, assignment, or transfer of control of its License in violation
of Section 9 of this Agreement without prior consent of the County;

d) Repeated failure, as determined by the Licensor, to maintain facilities and
operations in the streets and public ways under the standards prescribed by the
County for safety, operation, maintenance, and general work in the streets and

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public ways according to County requirements and codes.

The County also may revoke, alter, suspend or cancel this License if there is any change in state
law effecting the authority of the County to issue licenses or controlling wireless
telecommunications facilities placed in the streets and public ways or concerning the authority of
the County to issue this Wireless Telecommunication System License, which changes are in conflict
with the provisions of this License.

A.2 Before canceling the License, the Board of Supervisors or a designee, shall make a
written demand that the Licensee comply within 45 days or within such other specific period as
may be specified herein regarding notice to the Licensee. If a violation by the Licensee continues
for a period beyond that set forth in the written demand without written proof that corrective action
has been taken or is being actively and expeditiously pursued, the County may revoke, alter,
suspend or cancel this License.

SECTION 12. Acceptance of License Terms and Conditions.

This License shall not become effective until written acceptance thereof has been filed by
Licensee with the County Clerk of the Board.

A.1 The Licensee acknowledges and accepts the right of the County to issue a License
and Licensee agrees it shall not now or at any time hereafter challenge this right to issue the License
in any way or in any County, State, or Federal court.

A.2 The Licensee has reviewed the Licensor's ability to grant a License and accepts such
a License as the County may now be legally able to grant.

A.3 In the event of conflict between the terms and conditions of the License and the
terms and conditions on which the County can grant a license or permission to use the streets and
public ways as set forth in applicable federal law or Arizona law, the applicable federal law or
Arizona law shall, without exception, control.

A.4 The License shall be subject to general ordinance provisions now in effect or
hereafter made effective. Nothing in this License shall be deemed to waive the requirement of the
various codes, ordinances and regulations of the County regarding permits, fees to be paid or
manner of construction.

A.5 The Licensee shall have no recourse whatsoever against the County or its officials,
boards, commissions, agents, or employees for any loss, costs, expense, or damage arising out of
any provision or requirement of the Licensor because of the enforcement of the License or because
of defects in ordinance or License issuance.

This License is negotiated in accordance with the present state of the law and the County's authority

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thereunder, which is only related to Wireless Telecommunication Systems. This License shall not
be construed to relate to any other technology or bind Maricopa County in the event that future
legislation gives Maricopa County further or other licensing or franchising authority.

Z PRY = i
This License executed this ||y*” day of Apri | , 2060.

By: (act, (i U-le-0%

Chairman, Maricopa County Board of Supervisors

ATTEST:

Clerk

Approval As To Form:

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