AGREEMENT RE LICENSE P-50352 WITH COX FINAL.PDF

P-50352
C-78-21-046-X-00
COMMUNICATIONS FACILITIES LICENSE AGREEMENT (Commercial)
GROUND LICENSEE SIGNING
This Communications Facilities License Agreement (“Agreement”) is entered into on the date last written below, by and
between Cox Communications Arizona, LLC d/b/a Cox Business, on behalf of itself and its affiliates (“Cox”) and
Maricopa County Regional School District No. 509, a public accommodation District (“Sublicensor”). Pursuant to
that certain License Agreement P-50228 dated March 13, 2013 (“License Agreement”), Sublicensor licenses from
Maricopa County, a political subdivision of the State of Arizona (“County”), property owned by County and located at
3131 W. Durango Street, Phoenix, AZ 85009 (“Property”), as shown on Exhibit A attached hereto and incorporated
herein by this reference. The parties agree as follows:
1. Grant. Sublicensor grants Cox permission to install and maintain its communications, distribution and other
facilities, including, but not limited to, equipment, electronics, security and automation systems, cabling, wiring and other
needed equipment (“Facilities") on the Property to provide voice, video, data, monitored security and automation
services, and any other service now or hereafter offered by Cox (collectively, "Services") to occupants at the Property
(“Tenants”) and to utilize the Property, on a non-exclusive basis, for the transmission of Services and to install and
maintain appropriate facilities for such Services. Sublicensor further grants to Cox the non-exclusive right to enter the
Property, upon reasonable advance notice, including all common areas to install, connect, disconnect, transfer, service,
remove and repair the Facilities during normal business hours, except in case of emergency in which event Cox shall
have the right to enter the Property outside of normal business hours, upon reasonable advance notice. Sublicensor
further grants to Cox (i) the right to use any available conduit space which is now, or is hereafter, located upon, under
or over the Property, for the installation, operation, maintenance, and removal of Cox’s Facilities and (ii) the right to
intersect any such existing conduit from the public right of way or from Cox’s Facilities located outside of the Property.
Sublicensor hereby approves of the construction and installation of the Facilities in accordance with the plans (the
“Facilities Plans”) set forth on EXHIBIT B attached hereto and incorporated herein by this reference, or, if no plans are
attached as of the date of execution of this Agreement, the parties will, prior to Cox commencing construction, cooperate
in good faith to mutually approve the construction scope of work, and/or plans, as the case may be, such approval not
to be unreasonably withheld, conditioned or delayed. If Sublicensor or County requests, in writing within ninety (90) days
after the expiration or earlier termination of this Agreement, Cox shall remove the Facilities (excluding “Internal Wiring”
(defined below)) within sixty (60) days after receipt of Sublicensor’s or County’s request. Otherwise, Cox have shall have
the right to enter upon the Property, upon reasonable advance notice, and remove any portion or all of the Facilities and
such right shall survive the expiration or earlier termination of this Agreement. At Cox’s option, wiring and cabling may
remain on the Property. The Facilities are and shall remain the sole and exclusive property of Cox and shall not become
fixtures of the Property, except for the “Internal Wiring” which is defined as the wiring, ports and outlets located within
a commercial unit receiving Services back to the demarcation point.
2. Obligations of Cox. Cox agrees: (i) to pay for any materials and labor reasonably necessary to install the
Facilities; (ii) to keep the Property free of liens resulting from Cox’s installation or removal of the Facilities; (iii) to repair
any damage to the Property if such damage results directly from Cox's installation or removal of the Facilities; (iv) to
obtain all applicable government permits for the installation of the Facilities on the Property; (v) shall maintain (a)
Commercial General Liability insurance with a policy limit of at least $2,000,000 to protect Sublicensor and County
against bodily injury or damage resulting from Cox’s negligence or intentional misconduct with respect to the installation,
operation or maintenance of the Facilities on the Property, and (b) Worker’s Compensation insurance in statutory
amounts. Cox insurance policies hereunder shall be with insurers (i) licensed to do business in the state in which the
Property is located and (ii) carrying an A.M. Best rating of at least A-VIII. All policies, including any renewals thereof,
shall specify that such policy cannot be canceled without at least thirty (30) days written notice to the other party.

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3. Obligations of Sublicensor. Sublicensor agrees: (i) not to use, move, disturb, or alter the Facilities, or interfere
with the Services, or knowingly permit any third party to do so; (ii) to disclose to Cox any information known to Sublicensor
regarding the nature and location of private utility lines located on the Property which are not identifiable under local
Utility Protection laws; and (iii) to make available electrical service for the Facilities installed by Cox.
4. Indemnification. Cox agrees to indemnify, defend and hold Sublicensor and County harmless from all third
party claims, suits, proceedings, liabilities, losses, costs, damages, and expenses, including reasonable attorneys' fees
(the “Claims”) for personal injury or property damages arising out of (a) the negligence or willful misconduct of Cox in
connection with Cox’s installation or removal of the Facilities at the Property; or (b) Cox’s breach of this Agreement
beyond any applicable notice and cure periods. Sublicensor agrees to indemnify, defend and hold Cox harmless from
all Claims for personal injury or property damages arising out of (a) the negligence or willful misconduct of Sublicensor,
its employees or agents; or (b) Sublicensor’s breach of this Agreement beyond any applicable notice and cure periods.
Sublicensor shall also indemnify, defend and hold Cox harmless for (i) any and all Claims by County, or (ii) any and all
Claims by any entity claiming any interest in any portion of the Property, or (iii) any successor or assign of the parties
described in this sentence for trespass or any unauthorized or unwarranted use or occupancy of the Property by or
through Cox arising out of or in connection with Cox’s use of the Property including, without limitation, the installation,
operation, maintenance, and removal of the Facilities. This provision shall survive the expiration or earlier termination of
this Agreement.
5. Term. The “Term” shall begin upon the date of execution by the last signing party hereunder, and continue until
March 13, 2023 so that the Term shall be coterminous with the License Agreement; provided that if the term of the
License Agreement is extended, the Term shall automatically be extended for five (5) additional years or such other term
extension that is the same as the term extension of the License Agreement (this extension and the extensions described
in the next sentence are herein referred to as “Renewal Term”). Thereafter, the Term of this Agreement shall
automatically renew for consecutive five (5) year terms if and for so long as the License Agreement is renewed for
consecutive five (5) year terms unless either party provides sixty (60) days’ written notice of intent not to renew to the
other party prior to the end of Term or Renewal Term and/or unless the License Agreement is expired or terminated in
which case the Agreement shall also expire or terminate on the same date as the License Agreement. If Sublicensor
does not extend the Term of this Agreement so that the Term and Renewal Term of this Agreement is at least five (5)
years, Sublicensor agrees to reimburse Cox for the unamortized cost of the Facilities (estimated to cost a total of
$17,282.00) amortized over a five (5) year period on a straight line basis for a total of $3,456.40/year; provided however
this does not apply in the event Cox does not extend the Term or Renewal Term or terminates this Agreement. Either
party may terminate this Agreement with at least ninety (90) days prior written notice. Cox may terminate this Agreement
(i) in the event Cox is unable to continue the distribution of any Services because of any law, rule, regulation or judgment
of any court (or any similar reason beyond the reasonable control of Cox), (ii) if the applicable franchise or licenses are
assigned, terminated, surrendered or revoked for any reason, or (iii) in the event that Cox elects to no longer provide
Services to the Property. This Agreement is subject to the provisions of A.R.S. § 38-511, the provisions of which are
incorporated herein by this reference. Sublicensor may terminate this Agreement at any fiscal year end due to non-
appropriation of funds. Sublicensor fiscal year ends June 30, federal fiscal year ends September 30.
6. Default. If either party fails to perform any material condition or agreement to be performed or observed by it
hereunder and such default is not cured within thirty (30) days, or the defaulting party has not commenced to cure the
default within thirty (30) days after the defaulting party’s receipt of written notice from the non-defaulting party and
diligently pursue such cure, the non-defaulting party may immediately terminate this Agreement by providing written
notice to the defaulting party.
7. Miscellaneous. This Agreement is the entire understanding between the parties and supersedes any prior
agreements or understandings whether oral or written. This Agreement may not be amended except by a written
instrument executed by both parties and acknowledged by County. This Agreement is governed by the laws of the state
where the Property is located. Sublicensor acknowledges that (i) this Agreement and Cox's rights granted herein shall
be binding upon Sublicensor's successors and assigns, and (ii) Sublicensor shall notify any successor of Cox’s right
under this Agreement and provide such party a copy hereof. Each Party has the full right and authority to execute this
Agreement and grant the rights and/or accept the obligations contained herein. Cox may assign this Agreement without
consent, in whole or part, to (i) to any affiliate of Cox; (ii) any entity merging with, or acquiring substantially all of the

P-50352
C-78-21-046-X-00
assets of Cox, or; (iii) any services provider that provides Services to any Tenant. Notices required to be given shall be
sent by U.S. Certified Mail, postage prepaid, return receipt requested, or national overnight courier to the addresses set
forth below. Cox shall determine the appropriate date to begin construction and/or installation of the Facilities at the
Property and the commencement of the provision of Services to Sublicensor. In the event of bankruptcy of any Tenant
or Sublicensor, or in the event of a Service disconnection order, Cox shall have the right, upon reasonable notice, to
enter upon the Property to recover the Facilities. Copies of notices sent to Cox, Sublicensor or County shall be sent to
County at the following Addresses:
To Sublicensor: To Cox:
Maricopa County Regional School District #509 Cox Communications Arizona, LLC
Attn: Superintendent Attn: Clint Poole
4041 N. Central Avenue, Suite 1200 3010 W. Agua Fria Freeway
Phoenix, AZ 85012 Phoenix, AZ 85027
With a copy to County:
Maricopa County Real Estate Dept.
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
8. Termination of License. In the event of any termination of the License Agreement, this Agreement shall
terminate and the parties shall be relieved from all further liabilities and obligations hereunder; however, if this Agreement
or the License Agreement terminates as a result of any default of Cox under this Agreement or the License Agreement,
Cox shall be liable for all damages suffered as a result of such termination.
9. The County’s Consent. This Agreement is subject to and conditioned upon the written consent of the County,
and the parties shall have no rights hereunder until the consent of the County is obtained in writing.
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P-50352
C-78-21-046-X-00
RE: Property located at: 3131 W. Durango Street, Phoenix, AZ 85009
SUBLICENSOR: COX:
Maricopa County Regional School Cox Communications Arizona, LLC
District No. 509
_______________________________________ Signature:
Steve Watson, School Superintendent Name: Clint Poole
Title: Director, Cox Business
Date: Date: ________________________, 2020
Address: 4041 N. Central Avenue, Suite 1200 Address: 1515 W. Deer Valley Road
Phoenix, AZ 85012 Phoenix, AZ 85027
Property Contact: Superintendent Telephone: 623-328-3228
Telephone: 602-452-4700
COUNTY ACKNOWLEDGEMENT:
__________________________________________
Jack Sellers, Chairman of the Board of Supervisors
ATTEST: Approved as to Form:
__________________________________________ _________________________________________
Clerk of the Board Date Deputy County Attorney Date

P-50352
C-78-21-046-X-00
EXHIBIT “A”
Property
3131 W. Durango Street, PHX, AZ 85009

P-50352
C-78-21-046-X-00
EXHIBIT “B”
Facilities Plans
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