WANRACK EXECUTED LICENSE AGREEMENT.PDF

FIBER OPTICS COMMUNICATION
SYSTEM LICENSE ISSUED TO
WANRack, LLC
THIS LICENSE, issued by Maricopa County (hereinafter called Licensor or
County), a political subdivision of the State of Arizona, to WANRack, LLC
(hereinafter called LICENSEE), a Delaware limited liability
corporation. County/Licensor and Licensee may collectively be referred to herein
as the Parties, or individually as a Party.
WHEREAS, Licensee has applied to the County for permission to use certain streets
and public ways for the placement of a Fiber Optics Communication 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.
NOW, THEREFORE, the Licensor hereby grants to Licensee this License.
SECTION 1. Permission Granted.
A. Subject to: (1) the County’s prior and superior right to lay, construct,
erect, install, use, operate, repair, replace, remove, relocate, regrade,
widen, realign, or maintain any street and public way, 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, (2) all applicable ordinances and resolutions of
the County, and any amendments thereto, (3) all applicable state and
federal laws, and (4) the provisions contained herein; County hereby grants
to Licensee the nonexclusive, revocable license to construct, install, operate,
maintain, and upgrade the system then in place, a Fiber Optics
Communication System, in, under, along, over, and across streets and public
ways, in the County. The permission granted herein to Licensee shall
hereinafter be referred to as License. As used herein the term streets
5	1	8	1	14	13	2061	2736	74	35	96.121140	and
4	1	8	1	15	0	543	2791	1594	49	-1	
5	1	8	1	15	1	543	2795	115	44	96.931931	public
5	1	8	1	15	2	674	2795	119	45	95.843430	ways
means the surface of and the space above and below any public
street, sidewalk, Rights-of-Way, Right-of-Way easements, or other public way
of any type whatsoever that has been Open and Declared by County Board of

Supervisors and accepted into County's maintenance system. Licensee may
construct, install, upgrade and operate additions to its Fiber Optics
Communication System in County Rights-of-Way other than that shown on
Exhibit A with the written consent of the County Engineer, without further
approval of the Board of Supervisors. Any such additions shall be at all times
governed by the terms and conditions of this License. In the event Licensee
makes additions, an amended Exhibit A shall be produced by the Licensee.
For purposes of this License, Fiber
5	1	2	1	1	7	1422	713	132	43	95.993393	Optics
5	1	2	1	1	8	1581	711	356	36	96.728661	Communications
5	1	2	1	1	9	1968	710	174	44	95.997757	System
means an interstate network or fiber optic cables and all related property
including conduit, carrier pipe, cable fibers, repeaters, power sources and
other attachments and appurtenances necessary for transmitting high
speed voice, data and (for such applications as teleconferencing) video
signals in connection with along distance telecommunications system or
systems. The authority granted by this License to use the streets and public
ways does not authorize the use of the Fiber Optics Communication System
or fiber optic cable 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.
If itis 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 Fiber Optics Communication 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. Licensee’s use of the streets and public ways for the purposes herein, is,
at all times, subject to and subordinate to County’s rights to have
unrestricted access and use of the streets and public ways for its primary
purpose as public ways, or for any purpose whatsoever. Licensee shall
keep the streets and public ways free and clear of any obstructions that
would restrict or delay Count’s use of the streets and public ways.
Licensee has represented to the County that the Fiber Optics
Communication System authorized herein comes within the meaning of
interstate
5	1	7	1	3	2	781	2575	158	35	96.097176	network
5	1	7	1	3	3	972	2574	40	35	96.860641	of
5	1	7	1	3	4	1038	2574	90	35	96.134193	fiber
5	1	7	1	3	5	1165	2574	116	44	96.066452	optics
5	1	7	1	3	6	1317	2574	131	35	96.032349	cables
5	1	7	1	3	7	1485	2573	72	35	94.972565	and
5	1	7	1	3	8	1595	2573	42	34	90.441414	all
5	1	7	1	3	9	1669	2572	137	35	96.668007	related
5	1	7	1	3	10	1845	2571	190	45	94.018661	property. The
Licensee's position is based in part on Licensee's representation that
Licensee's principal service is to telecommunications carriers and the use of
the Fiber Optics Communication System will be interstate and interLATA.
lf a regulatory body or a court of competent jurisdiction should determine
by a final, non-appealable order that such representations by

Licensee are incorrect and as a result, County did not have the authority
to issue this License to Licensee, this License shall be considered a revocable
permit with a mutual right in either party to terminate without cause upon
giving 60 written days' 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, Licensee acknowledges the authority
of the Board of Supervisors to issue a revocable permit and the power to
revoke as provided therein.
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 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 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.
Licensee agrees to indemnify, defend, protect, and hold harmless Licensor,
officers, and employees from and against any and all claims, demands, losses,
including Pole warranty invalidation, damages, liabilities, fines, charges,
penalties, administrative and judicial proceedings and orders, judgments,
and all costs and expenses incurred in connection therewith, including
reasonable attorney's fees and costs of defense (collectively, the Losses)
directly or in any way resulting from or related to Licensee's activities
undertaken pursuant to this Agreement,
Inthe event of any litigation brought by third parties challenging the right of
the County to issue this License under Arizona state law, 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 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 the 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.
After conducting due diligence if it so desires, Licensee shall assume the
risk of, and hereby relinquishes any claim against 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.
H. Licensee shall at all times during the term of this License carry, maintain,
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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 Fiber Optics 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 Fiber
Optics Communication 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:
1. Commercial General Liability $1,000,000 Combined Single Limit (Per
Occurrence) including: Premises/Operations, Products/Completed
Operations, Contractual liability, and Independent Contractors (OCP)
coverages and the Personal Injury with Exclusion C Deleted
2. Automobile Liability $1,000,000 Combined Single Limit (Each Accident)
for Owned, Hired, and Non-Owned vehicles
3. Workers' Compensation Statutory Amounts Employers' Liability
$1,000,000 (each accident/disease/Policy Limit)
a) 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.
b) 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 term of this
License. The Licensee shall provide a renewal certificate
of the required insurance coverage to the County within fifteen
(15) days of the expiration date.
c) Workers' Compensation and Employers' 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 Workers'
Compensation and Employers’ Liability insurance in the State
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of Arizona.
d) Additional Insured: the County, a governmental entity, its
officers, agents and employees shall be named as an
additional insured as their interest may appear 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.
e) Limits - At any times during the contract but at least at annual
renewal, limits required under this contract will be reviewed and
may be changed.
SECTION 3. Plans approval, Permits and Construction
A. The Fiber Optics Communication System described herein shall be located,
constructed, installed, operated, maintained, relocated, and upgraded in a
manner 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 Fiber Optics Communication System
herein provided for, shall be subject to regulation by, and compliance to, the
related permits and permitting authority of MCDOT. Licensee shall keep
accurate installation records ("as built") of the location of all Licensee's facilities
inthe streets and public ways and furnish them to the County upon completion
of new or relocation construction, upgrade, and maintenance 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.
If, during the design process for public improvements the County discovers
a potential conflict with proposed construction, the Licensee will 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. Licensee agrees to furnish the location information or expose the
facilities in a timely manner, but in no case longer than 45 days.
When County uses its prior superior right to the streets and public ways for
a public improvement or other public purpose project, Licensee shall move
its property that is located inthe 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
5

source of the non-public funds in the same ratio as the non-public funds
bear to the total project costs.
If, during the course of a County project, County determines Licensee's
facilities are in conflict with the County project, the following shall apply:
1. Prior to Notice to Proceed to County's Contractor (Routine):
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.
2. Subsequent to County Notice to Proceed to Contractor:
The County and Licensee will promptly begin the
coordination necessary to remove and relocate the
facilities. Actual construction to remove or relocate such
facilities will begin within sixty (60) days after the notice
period from the County and following Licensee's obtaining
a permit for such construction.
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
Licensee. Licensee shall pay the County within 30 days of notice of
the delay damages. Late charges of 5% and interest charges of 1-1/2%
per month shall be added for late payment.
Licensee agrees to obtain all permits as required by this License prior to
removing, abandoning, relocating or reconstructing, if necessary, any
portion of its Fiber Optics Communication System. Notwithstanding the
foregoing, County understands and acknowledges there may be instances
when Licensee is required to make repairs, in compliance with federal
and/or state laws, that are of an emergency nature. Licensee will notify the
County prior to such repairs, if practicable, and will obtain the necessary
permits in a reasonable time after notification.
If, in the installation, use or maintenance of its Fiber Optics Communication
System, Licensee damages or disturbs the surface or sub-surface of any
streets or public ways or adjoining public property or the public
improvement located thereon, therein, or thereunder, 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,
6

or thereunder, in as good a condition as before such damage or
disturbance. Licensee shall have thirty (30) days,, or such longer period of
time 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
accomplish such restoration, repair or replacement within the time period
described herein, County shall have the right to perform the necessary
restoration, repair or replacement, either through its own forces or through
a hired contractor, and Licensee will reimburse the County for its expenses
within thirty (30) days after its receipt of the County's invoice therefore.
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 Licensee's facilities.
Whenever Licensee shall cause any opening or alteration whatsoever to be
made for any purpose in any streets or public ways, Licensee shall obtain the
necessary permit(s) to restore the property and, without expense to the County,
restore the property disturbed in the manner required by the permits and shall
complete the work by the expiration of such permits.
The installation, use and maintenance of the Licensee's Fiber Optics
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.
Licensee agrees not to install, maintain or use any of its Fiber Optics
Communication System in such a manner as to damage or interfere with
any existing facilities located within the streets or 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.
Licensee shall obtain all permits from the County for all construction,
installation, 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 (F) of this License. Reimbursement for
7

plan review, inspection, location services, design costs, and pavement
damage is separate, and in addition to, any other License fees included in
this License. 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 Licensee in sufficient detail for the County to determine
compliance with this License.
All 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 Licensor, which permission
will not unreasonably be withheld. If Licensee installs cable on existing poles
as provided herein, the Licensee shall bury, at its own cost and expense,
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.
Licensee shall comply with all permitting performance bond requirements
until the completion of the initial Fiber Optics Communication System
described in Exhibit A..
County shall have the right, subject to relevant County ordinances,
resolutions, regulations and State law, 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, County
Engineer or Director of the Maricopa County Department of Transportation
because of a public emergency. 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 the 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 emergency taken
by County.
Any trimming of trees by 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.
County may issue reasonable policy guidelines to all Fiber Optics
Communication System licensees to establish procedures for determining
how to control issuance of engineering permits to multiple licensees for the
8

same one-mile segments of their Fiber Optics Communication 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
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 Fiber-Optics Communication
System
A. All installations shall meet the standard specifications and requirements of
the County.
B. Licensee shall provide Licensor with a copy of the certificate of public
convenience and necessity issued by the ACC to Licensee within 30 days of
issuance of this License and thereafter within 30 days following an
amendment to the certificate of public convenience and necessity.
SECTION 6. Abandonment of the Fiber-Optics Communications Cable 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. Upon revocation or
termination of this License, Licensee shall to the satisfaction of the County and,
without cost or expense to the County, promptly remove its Fiber Optics
Communication 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 Fiber
Optics Communications System, or any portion thereof, Licensee, at its sole expense,
shall restore the public right-of-way to the condition as existed prior to the
removal of the structure or property 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 Parties acknowledge that applicable Arizona law prohibits the County
9

from charging a recurring right- of-way use fee (Annual Fee) to providers
of intrastate telecommunications services. Therefore, an Annual Fee will not
be charged for the portion of Licensee's System that is used by the local
network for intrastate telecommunications, i.e. those services Where
Licensee operates and maintains that service (lit service) in accordance
to an Arizona Certificate of Convenience and Necessity. (CC&N).
If Licensee's System carries interstate traffic between and among
Licensee's interstate points of presence or leases its dark fiber to another
carrier for purposes of carrying interstate traffic between and among that
telecommunications corporation's interstate points of presence, Licensee
must pay $0.54 per linear foot of trench located in the Public Rights-of-
Way or on other County-owned property for such use.
If Licensee's System carries interstate traffic between and among Licensee's
interstate points of presence or leases its dark fiber to any entity not included
in Section B of this License, Licensee must pay the County $ 0.54 per linear
foot of trench located in the Public Rights- of-Way or on other County-owned
property for such use.
If Licensee places empty conduit in the Public Rights-of-Way or on other
County-owned property for services other than those listed in Section A,
Licensee must pay the County $0.54 per linear foot of trench.
On the annual anniversary of the Effective Date, Licensee will report to the
County the amount of linear feet of trench permitted and installed in the
Public Rights-of- Way or on other County-owned property. The Annual
License Fee is calculated by multiplying the current annual per linear foot
fee by the linear footage of trench permitted or installed in the Public Rights-
of-Way or other County-owned property. The County must receive the
Annual License Fee by July 7th, as stated in section H, before the County
will issue any new encroachment permits for additional facilities or
equipment in the Public Rights-of-Way or other County- owned property.
Payment by 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.
The Annual Fee may be reviewed and every 5 years as necessary to assure
that the County remains competitively neutral in their licensing
requirements.
Annual payments shall be paid by July 7'" of each calendar year. Payments
shall be mailed to:
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Maricopa County Department of Transportation
Attn: Utility Coordination Engineering Branch
2901 West Durango Street
Phoenix, Arizona 85009
SECTION 8. Term of License
This License shall be effective upon full execution by the Parties (Effective Date)
and continue for five (5) years from the Effective Date (Term), unless sooner
terminated as provided in Section 11 below.
SECTION 9, License Non-transferable
A. Except as described in paragraph D of this Section, this License and the
related rights and privileges shall not be assigned without the express written
consent of the County, which consent shall not be unreasonably withheld
or delayed
B. After assignment, this License, including any amendments, shall
be binding on the assignee (New Licensee) to the same extent as
it was upon the original Licensee. 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.
C. The approval of any change in ownership interest shall include an
assignment agreement signed by the assignee, Licensee, and
County. Licensee must provide County a copy of the deed,
License, mortgage, lease or other written instrument evidencing
such sale, transfer or lease, certified and sworn to as correct by
the Licensee. Licensee must notify the County within 60 days of
any change in mailing address.
D. Notwithstanding paragraph A of this Section, Licensee may assign
this License in whole or in part, without consent, to a parent, subsidiary or
other affiliated entity of Licensee, or to any corporation 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, provided that,
no such transfer will be valid until Licensee and the New Licensee submit a
binding License and warranty to the County stating that: 1) New Licensee has
read, accepts, and agrees to be bound by the terms of the License; 2) New
Licensee assumes all obligations, liabilities and responsibility pursuant to the
License for the acts and omission of Licensee, Known and unknown, for all
purposes, and agrees that the transfer shall not permit it to take any position
11

or exercise any right which Licensee could not have exercised. If the
County's consent is not required for an assignment, Licensee will notify the
County of the pending assignment 30 days prior to the assignment being
executed.
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. Termination of License
A. This license granted hereunder may be terminated prior to the date of
expiration by the Licensee upon giving sixty (60) days written notice to the
County. County may suspend or terminate this License at any time it deems
necessary for material breach of the following:
it. Failure to file and maintain items required by the License
and this License
a Ordinance;
3. Failure to meet any conditions established in this License;
4 Any sale, lease, assignment, or transfer of control of this
License in violation of Section 9 of this License without prior
consent of the County;
5. 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 public ways
according to County requirements and codes.
County shall make a written demand that Licensee comply within sixty (60)
days, or within such other specific period as may be agreed upon by the parties,
regarding notice to Licensee of a material breach. 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, County may revoke, alter, suspend or cancel this License.
County also may suspend or terminate this License if there is any change in
state law effecting the authority of the County to issue licenses or controlling
fiber optics cable placed in the streets or public ways, or concerning the authority
of the County to issue this Fiber Optics Communication System License, which
changes are in conflict with the provisions of this License.
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SECTION 12. Acceptance of License Terms and Conditions
A. 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.
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.
Inthe event of conflict between the terms and conditions of this 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.
This 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.
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.
SECTION 13. Severability
If any one or more of the provisions of this Agreement become void, voidable, or
unenforceable for any reason, such provisions shall be deemed severable from
the remaining provisions of this Agreement and shall not affect the legality,
validity, or constitutionality of the remaining portions of this Agreement.
This License is negotiated in accordance with the present state of the law and
the County's authority thereunder, which is only related to fiber optic communication
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.
SECTION 14. Right of Cancellation
Licensee acknowledges this License is subject to cancellation by the
County pursuant to Arizona Revised Statute § 38-511.
[Signature page follows]
13

This License has been executed on behalf of the County this day of
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Approved and Accepted by:
Jack Sellers, Chairman
Maricopa County Board of Supervisors
Attest by:
Clerk of the Board of Supervisors
Approval As To Form:
County Counsel
ACCEPTED BY:
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