VERIZON WIRELESS IN-BUILDING LICENSE AGREEMENT.PDF

C-64-20-055-M-00
C-69-20-004-1-00
P-50337
IN-BUILDING AGREEMENT
MATTER #082019UR
This In-building Agreement (“Agreement”) between Cellco Partnership, a Delaware General Partnership doing business as Verizon
Wireless, on behalf of itself and its controlled and/or managed affiliates, (“Verizon Wireless”) and Maricopa County (“Customer 1”), a
political subdivision of the State of Arizona, and the Flood Control District of Maricopa County, a political subdivision of the State of
Arizona (“Customer 2”), governs the installation, maintenance and operation by Verizon Wireless of an In-building coverage system for
use with Verizon Wireless Service pursuant to the Agreement.
1. Definitions:
In-building Equipment: Radio distribution or regeneration equipment, including repeaters, amplifiers, base station equipment, antennas
and associated network devices, all provided by Verizon Wireless and installed in the Premises (as defined below) for use with Wireless
Service provided by Verizon Wireless. Except as provided below, references to Equipment throughout the Agreement shall include In-
building Equipment.
2. Customer 1 and Customer 2 grants Verizon Wireless a License (the “License”) during the Term of the Agreement, as it may be
amended, to install, maintain and operate In-building Equipment in the premises owned or leased by Customer 1 and Customer 2
(“Premises”). The License may be terminated only as provided in this Agreement. For purposes of this Agreement, “Term” shall be
defined as that period of time when the Customer 1 and Customer 2 continues to occupy the space which is the subject of this Agreement
and continues to utilize Verizon Wireless services there in accordance with the terms of this Agreement or Amendments thereto. This
Agreement may be terminated pursuant to Arizona Revised Statute § 38-511, the provisions of which are incorporated herein by this
reference.
3. Customer 1 and Customer 2 will provide Verizon Wireless access to or use of the Premises, as required by Verizon Wireless,
for the installation and operation of In-building Equipment in accordance with local codes and the National Electrical Code. Such facilities
and services may include but are not limited to exterior or rooftop antenna placement, use of ducts, conduit, cables and conductors and
electrical power with suitable terminals and power surge protection devices and metallic grounds. If IBRD solution is eFemto or Spider
Cloud, Customer 1 and Customer 2 will also supply Ethernet backhaul or ISP Circuit with a minimum capacity of 20MB downlink and
10MB uplink for eFemto or 300MB Circuit for SpiderCloud.
4. Upon reasonable advance notice from Verizon Wireless, Verizon Wireless may require access to the Premises during Customer
1 and Customer 2’s business hours to install, operate, test, upgrade, maintain, add, replace and/or repair In-building Equipment, to test
radio frequency coverage or to investigate or remediate interference with Verizon Wireless’ network or services. Notwithstanding the
foregoing, Customer 1 and Customer 2 shall provide or arrange to provide prompt access to the Premises as requested by Verizon
Wireless in emergency situations when in Verizon Wireless’ opinion urgent action is required to protect against threats to the security,
integrity or safety of, and/or to remedy interference with, Verizon Wireless’ network or services. Customer 1 and Customer 2 may
accompany Verizon Wireless during any access to the Premises, and any access shall be in accordance with safety and other rules
applicable to the Premises. Customer 1 and Customer 2 acknowledges that delays in providing access to the Premises for emergency
repairs, maintenance and/or interference mitigation may cause service interruptions. Notice for access 24 hours a day, 7 days a week,
shall be directed to the following: OET Helpdesk, (602) 506-7771 or OET.Service@maricopa.gov
5. Verizon Wireless will deliver, install, test, operate, upgrade and maintain the In-building Equipment, either directly or using such
subcontractors as Verizon Wireless may select. If Customer 1 and Customer 2 is vacating all or part of the Premises, Customer 1 and
Customer 2 shall give Verizon Wireless thirty (30) days’ prior written notice. If Verizon Wireless, in its discretion, opts to remove the In-
building Equipment from the Premises being vacated, Customer 1 and Customer 2 shall make all arrangements with its landlord or with
other tenants, if necessary, to permit Verizon Wireless to remove the Equipment.
6. Customer 1 and Customer 2 represents and warrants to the best of its knowledge that it owns or leases the Premises or otherwise
has the right to grant the License and has obtained all required consents or approvals from any landlord, mortgagee or other person or
entity (“Party In Interest”) having an interest therein. If Customer 1 and Customer 2 has knowledge of any equipment (such as equipment
that may be sensitive to RF signals), wiring or other conditions on the Premises, it will so inform Verizon Wireless so that Verizon Wireless
may determine whether such equipment may be adversely affected by, or may adversely affect, installation or operation of the In-building
Equipment. At its sole discretion, Verizon Wireless may cease installation or operation of In-building Equipment until such time as
Customer 1 and Customer 2 corrects any condition that would be a breach of the above representations and warranties. Customer 1
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and Customer 2 shall indemnify, defend and hold Verizon Wireless harmless from any cost, claim, damage or liability (including but not
limited to reasonable attorneys’ fees and costs) resulting from any breach of the representations and warranties in this paragraph.
7. In consideration of the License, Customer 1 and Customer 2 receives the benefit of enhanced coverage provided by the In-
building Equipment in connection with Wireless Service provided under the Agreement. Unless otherwise agreed to in writing by Verizon
Wireless, In-building Equipment remains Verizon Wireless’ property and shall be operated and maintained solely by Verizon Wireless.
Absent specific written agreement from Verizon Wireless, In-building equipment shall not become a fixture or a part of the real property
where it is installed. Customer 1 and Customer 2 shall so inform any current or future party with an interest in the real property.
8. Verizon Wireless or its local affiliate is the exclusive FCC licensee of certain radio frequencies on which Verizon Wireless
provides service. If Verizon Wireless determines that any customer equipment interferes with the In-building Equipment or with Verizon
Wireless’ network or services, then upon oral or written notice from Verizon Wireless, Customer 1 and Customer 2 shall disconnect or
deactivate such equipment until such interference is remedied. If Verizon Wireless determines in its sole discretion that interference
caused by such equipment cannot be otherwise remedied, Verizon Wireless shall have the right to remove its In-building Equipment.
9. Upon written notice from Customer 1 and Customer 2 to Verizon Wireless requesting that In-building Equipment be installed at
other Customer 1 and Customer 2 locations, provided Verizon Wireless approves the request and determines that the requested solution
may be governed by the terms and conditions of this Agreement, Verizon Wireless shall append supplemental attachments to this
Agreement in the form of Attachment 1 that will serve to identify such other locations. Such supplemental attachments shall (i) render the
other locations described thereon subject to the applicable terms and conditions of the Agreement, including the consideration set forth
in the Agreement; (ii) be cumulative and not intended to replace any previous attachments unless specifically stated therein; and (iii) will
require that the parties execute a new Agreement or amend this Agreement.
10. Verizon Wireless and “Customer 1 and Customer 2” agree that all equipment related to the IBRD installed by or on behalf of
Verizon Wireless shall be and remain the property of Verizon Wireless under all circumstances, under Verizon Wireless’ exclusive control.
Verizon Wireless shall maintain at its own expense during the term, commercial general liability insurance consistent with industry
standards.
11. All notice herein required to be given to Verizon Wireless or Customers in writing shall be sent to the following:
Verizon Wireless Customer #1 Customer #2
Verizon Wireless Maricopa County Real Estate Dept Flood Control District (FCD)
Attn: Marshall Herrin Attn: Director Attn: Chief Administrator
5444 Westheimer Rd. #2000 2801 W. Durango Street 2801 W. Durango Street
Houston, TX 77056 Phoenix, AZ 85009 Phoenix, AZ 85009
12. Premises:
Physical Location for the In-building Equipment on Customer 1 Premises
Address: 2901 West Durango
Floor/Room #, Rooftop (if applicable): MCDOT
City, State, Zip Code: Phoenix, AZ 85009
.Physical Location for the In-building Equipment on Customer 2 Premises
Address: 2801 West Durango
Floor/Room #, Rooftop (if applicable): Flood Control District (FCD)
City, State, Zip Code: Phoenix, AZ 85009
13. This Agreement shall become effective when signed by both parties.
CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS Maricopa County
Signature: Signature:
Printed Name: Todd Loccisano Printed Name: Bill Gates
Title: VP – Contract Management Title: Chairman – Board of
Supervisors/Directors
Date: Date:
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Issue Date: 08/20/19 Expiration Date: 10/04/19
This offer will expire if not accepted, executed and returned to Verizon Wireless by the Expiration Date noted above.
Unauthorized changes will render this Agreement null and void.
Please return the executed document via email attachment to VZWPartnershipProposals@VerizonWireless.com
Customer 1: Maricopa County Customer 2: Flood Control District of Maricopa
County
Bill Gates, Chairman, Board of Supervisors Bill Gates, Chairman, Board of Directors
ATTEST: ATTEST:
Clerk of the Board Date: Clerk of the Board Date:
Approved as to Form: Approved as to Form:
Deputy County Attorney Date: FCD General Counsel Date:
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