WIRELESS WITHOUT SMALL CELL LICENSE AGREEMENT - NEW CINGULAR WIRELESS PCS, LLC BY AT&T.PDF

WIRELESS TELECOMMUNICATION SYSTEM (WTS)
LICENSE AGREEMENT
THIS WIRELESS TELECOMMUNICATION SYSTEM LICENSE
AGREEMENT (the "Agreement") is dated as of , 20 (the
"Effective Date"), and entered into by and between the Maricopa County, a political
subdivision of the State of Arizona (the "LICENSOR"), and New Cingular Wireless PCS,
LLC a Delaware Limited Liability Company dba AT&T Mobility ("LICENSEE").
Recitals
A. WHEREAS, the LICENSOR is the owner of certain Poles (as defined in
§1.11, below) located in the Rights-of-Way (as defined in Section 1.13 below) of the
County of Maricopa, Arizona; and
B. WHEREAS, LICENSOR is the political entity holding jurisdiction over the
public right-of-way in which LICENSEE wishes to place communications equipment and
fixtures; and
C. WHEREAS, New Cingular Wireless PCS, LLC a Delaware Limited
Liability Company dba AT&T Mobility is duly organized and existing under the laws of
the State of Delaware, and its lawful successors, assigns, and transferees, are authorized to
conduct business in the State of Arizona; and
D. WHEREAS, LICENSEE desires to use space in the Rights-of-Way and/or
on certain of the LICENSOR's Poles for construction, operation and maintenance of its
telecommunications Network (as defined in §1.10, below) serving LICENSEE's wireless
customers and utilizing Equipment (as defined in §1.6, below), certified by the Federal
Communications Commission ("FCC") and in accordance with FCC rules and regulations;
and
E. WHEREAS, for the purpose of operating the Network, LICENSEE wishes
to locate, place, attach, install, operate, control, and maintain Equipment in the Rights-of-
Way and/or on the Poles in the Rights-of-Way, owned by the LICENSOR, and on other
facilities owned by third parties; and
F. WHEREAS, LICENSEE is willing to compensate the LICENSOR in
exchange for a grant and right to use and physically occupy portions of in the Rights-of-
Way and/or the Poles and also to place its equipment and fixtures in the Rights-of-Way.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to the following
covenants, terms, and conditions:

1. DEFINITIONS. The following definitions shall apply generally to the provisions of
this Agreement:
1.1 Affiliate. Affiliate means each person or entity which falls into one or more
of the following categories: (a) each person or entity having, directly or indirectly,
a controlling interest in LICENSEE; (b) each person or entity in which LICENSEE
has, directly or indirectly, a controlling interest; or (c) each person or entity that,
directly or indirectly, is controlled by a third party which also directly or indirectly
controls LICENSEE. An "Affiliate" shall in no event mean any creditor of
LICENSEE solely by virtue of its status as a creditor and which is not otherwise an
Affiliate by reason of owning a controlling interest in, being owned by, or being
under common ownership, common management, or common control with,
LICENSEE.
1.2 Assignment or Transfer. "Assignment" or "Transfer" means any
transaction in which the rights and/or obligations held by LICENSEE under this
Agreement or a Supplement are transferred, directly or indirectly, to a party other
than an Affiliate. An "Assignment" shall not include a mortgage, pledge or other
encumbrance as security for money owed.
1.3 County. "County" means the County of Maricopa, a political subdivision
of the State of Arizona.
1.4 Commence Installation. "Commence Installation" shall mean the date that
LICENSEE commences to install its Network, or any expansion thereof, in
LICENSOR ROW.
1.5 Commence Operation. "Commence Operation" shall mean the date that
Equipment is installed and operational by LICENSEE pursuant to this Agreement.
1.6 Equipment "Equipment" means the equipment cabinets, antennae, utilities
and fiber optic cables, wires, and related equipment, whether referred to singly or
collectively, to be installed and operated by LICENSEE under a particular
Supplement and that comprise a Wireless Telecommunication System installation.
1.7 Information service. "Information service" means the offering of a
capability for generating, acquiring, storing, transforming, processing, retrieving,
utilizing, or making available information and content via telecommunications, and
includes electronic publishing, as the same may evolve over time.
1.8 Laws. "Laws" means any and all applicable statutes, constitutions,
ordinances, resolutions, regulations, judicial decisions, rules, tariffs, administrative
orders, certificates, orders, or other requirements of the LICENSOR or other
governmental agency having joint or several jurisdiction over the parties to this
Agreement as such laws may be amended from time to time.

1.9 Municipal Facilities. "Municipal Facilities" means LICENSOR-owned
Poles, lighting fixtures, or electroliers located within the ROW and may refer to
such facilities in the singular or plural, as appropriate to the context in which used.
1.10 Network "Network" or collectively "Networks" means one or more of the
neutral-host, protocol-agnostic, fiber-based optical repeater networks operated by
LICENSEE to serve its customers in the LICENSOR.
1.11 Poles. "Poles" shall mean any pole(s) that is owned and/or leased by the
LICENSOR.
1.12 PUC. "PUC" means the Public Utilities Commission of the State of
Arizona.
1.13 Rights-of-Way. "Rights-of-Way" or "ROW" means public property
including air space, dedicated, granted, held, prescriptively used, or authorized by
patent of the United States of America, for LICENSOR public street and public
utility purposes, except as limited by any underlying grant, including rights-of-way
granted by the United States Bureau of Land Management, United States Bureau
of Reclamation or the Arizona Department of Transportation.
1.14 Wireless Telecommunication System. "Wireless Telecommunication
System" shall mean the Equipment at a particular location that comprises part of
the Network.
1.15 Supplement "Supplement" shall mean each separate agreement, entered
into between the LICENSOR and LICENSEE with regard to a specific Wireless
Telecommunication System installation, the form of which is attached hereto as
Exhibit A, which shall be subject to the terms and conditions of this Agreement.
1.16 Telecommunications Services. "Telecommunications Services" or
"Services" has the same meaning as that term is defined in the United States Code,
47 U.S.C. 153 (53) or any other use authorized by and licensed to LICENSEE by
the FCC.
2. TERM.
2.1 The initial term of this Agreement shall be for a period of ten (10) years (the
"Initial Term"), commencing on the first day of the month following mutual
execution of this Agreement (the "Agreement Commencement Date") and ending
on the tenth anniversary thereof, unless sooner terminated as stated herein. This
Agreement shall be automatically renewed for up to three (3) successive five (5)
year renewal terms (each, a "Renewal Term"), unless LICENSEE notifies the
LICENSOR in writing of LICENSEE's intent not to renew this Agreement at least
thirty (30) days prior to the expiration of the Initial Term or any Renewal Term.
The Initial Term and all Renewal Terms shall be collectively referred to herein as

the "Term." However, after the expiration of this Agreement, its term and
conditions shall survive and govern with respect to any remaining Supplements in
effect until their expiration.
2.2. The initial term for each particular Supplement shall be the first day of the
month following the date Licensee has Commenced Installation of its Equipment
at a particular location under a Supplement (the "Commencement Date") and shall
be for an initial term of ten (10) years ("Supplement Initial Term"). LICENSOR
and LICENSEE shall acknowledge in writing the Commencement Date (the
"Acknowledgment"). Each Supplement shall automatically be extended for three
(3) successive five (5) year renewal terms (each, a "Supplement Renewal Term")
unless LICENSEE notifies the LICENSOR in writing of LICENSEE's intent not to
renew the Supplement at least thirty (30) days prior to the expiration of the then
current term. The Supplement Initial Term and all Supplement Renewal Terms
shall be collectively referred to herein as the "Supplement Term." Notwithstanding
anything herein, after the expiration of this Agreement, its terms and conditions
shall survive and govern with respect to any remaining Supplement in effect until
their expiration or termination.
3. REPRESENTATION CONCERNING SERVICES; TERMINATION WITHOUT CAUSE. At
any time that LICENSEE ceases to operate as a provider of Telecommunications Services
under Federal law, the LICENSOR shall have the option, in its sole discretion and upon
six months' written notice to LICENSEE, to terminate this Agreement and to require the
removal of LICENSEE's Equipment from the ROW and from Municipal Facilities,
including the cost of any site remediation, at no cost to the LICENSOR, without any
liability to LICENSEE related directly or indirectly to such termination.
4. SCOPE OF AGREEMENT. Any and all rights expressly granted to LICENSEE under
this Agreement, which shall be exercised at LICENSEE's sole cost and expense, shall be
subject to the prior and continuing right of the LICENSOR under applicable Laws to use
any and all parts of the ROW exclusively or concurrently with any other person or entity
and shall be further subject to all deeds, easements, dedications, conditions, covenants,
restrictions, encumbrances, and claims of title of record which may affect the ROW as of
the date of the individual Supplement.
4.1 Attachment to Municipal Facilities. LICENSEE will submit to the
authorized representative of the LICENSOR a proposed design for any proposed
Wireless Telecommunication System installations that will include Equipment and
Municipal Facilities LICENSEE proposes to use. Any approved Equipment shall
be included as part of an applicable Supplement.
4.1.1 If adequate Municipal Facilities do not exist for the attachment of
Equipment, LICENSEE may install its Equipment on other poles in the
ROW lawfully owned and operated by third parties or on its own poles.

4.1.2 Subject to the conditions herein, the LICENSOR hereby authorizes
and permits LICENSEE to enter upon the ROW and to locate, place, attach,
install, operate, maintain, control, remove, reattach, reinstall, relocate, and
replace Equipment in or on identified Municipal Facilities for the purposes
of operating the Network and providing Telecommunications Services.
4.1.3 A denial of an application for the attachment of Equipment to
Municipal Facilities shall not be based upon the size, quantity, shape, color,
weight, configuration, or other physical properties of LICENSEE's
Equipment, except that Equipment must conform as closely as practicable
with the design and color of the Municipal Facility. Any limitations on the
proposed Equipment size and location shall be reviewed and approved or
denied during the LICENSOR's permit process.
4.1.4 If LICENSEE selects a Municipal Facility that is structurally
inadequate to accommodate Equipment, LICENSEE may at its sole cost and
expense replace the Municipal Facility with one that is acceptable to and
approved by the LICENSOR and dedicate such Municipal Facility to the
LICENSOR.
4.1.5 In the event of an emergency or to protect the public health or safety,
prior to the LICENSOR accessing or performing any work on a Municipal
Facility on which LICENSEE has installed Equipment, the LICENSOR
may require LICENSEE to deactivate such Equipment, at LICENSEE's
cost, if any of LICENSOR's employees or agents must move closer to the
Equipment than the recommended one foot minimum distance. In such
case, LICENSOR will contact LICENSEE at the contact telephone number
referenced in §14.3 herein to request immediate deactivation.
LICENSEE's contact information must be affixed to all above ground
equipment.
4.2 Attachment to Third-Party Property. Subject to obtaining the written
permission of the owner(s) of the affected property and any necessary permit(s),
the LICENSOR hereby authorizes and permits LICENSEE to enter upon the ROW
and to attach, install, operate, maintain, remove, reattach, reinstall, relocate, and
replace such number of Equipment in or on poles or other structures lawfully owned
and operated by public utility companies or other property owners located within
or outside the ROW as may be permitted by the public utility company or property
owner, as the case may be. LICENSEE shall furnish to the LICENSOR
documentation in a form acceptable to the LICENSOR of such permission from the
individual utility or property owner responsible. A denial of an application for the
attachment of Equipment to third-party-owned poles or structures, or installation of
LICENSEE's own poles, in the ROW shall not be based upon the size, quantity,
shape, color, weight, configuration, or other physical properties of LICENSEE's
Equipment, except that Equipment must conform as closely as practicable with the

design and color of existing poles in the vicinity of LICENSEE' s Equipment and/or
pole location.
4.3 Preference for Municipal Facilities. In any situation where LICENSEE
has a choice of attaching its Equipment to either Municipal Facilities or third-party-
owned property in the ROW, LICENSEE shall use good faith efforts to attach to
the Municipal Facilities, provided that (a) such Municipal Facilities are at least
equally suitable functionally for the operation of the Network and (b) the use fee,
construction and installation costs associated with such attachment over the length
of the term are equal to or less than the fee or cost to LICENSEE of attaching to the
alternative third-party-owned property. In the event that no suitable Municipal
Facilities or third-party-owned poles are functionally suitable, LICENSEE may, at
its sole cost and expense, install its own poles. Design, location and height of
proposed LICENSEE poles shall be reviewed and subject to administrative
approval by the LICENSOR prior to installation. LICENSEE's Equipment and
poles must conform as closely as practicable with the design and color of poles
existing in the vicinity of LICENSEE's Equipment or pole location. Subject to the
terms and conditions of this Agreement and the applicable Supplement, LICENSEE
will be responsible for all maintenance, repair and liability for all poles installed by
LICENSEE in the ROW.
4.4 No Interference. LICENSEE in the performance and exercise of its rights
and obligations under this Agreement shall not interfere in any manner with the
existence and operation of any and all public and private rights-of-way, sanitary
sewers, water mains, storm drains, gas mains, poles, aerial and underground
electrical and telephone wires, traffic signals, communication facilities owned by
the LICENSOR, electroliers, cable television, location monitoring services, public
safety and other then existing telecommunications equipment, utility, or municipal
property, without the express written approval of the owner or owners of the
affected property or properties, except as permitted by applicable Laws or this
Agreement. However, the LICENSOR agrees that the LICENSOR and/or any other
tenants, licensees, or users of the ROW who currently have or in the future take
possession of space within the ROW within three hundred feet (300') of any
Licensee Wireless Telecommunication System will be permitted to install only
such equipment that is of the type and frequency which will not cause operational
interference which is measurable in accordance with then existing industry
standards to the then existing equipment of LICENSEE.
4.5 Permits; Default. Whenever LICENSEE is in default of this Agreement
or an applicable Supplement Agreement, after notice and applicable cure periods,
in any of its obligations under this Agreement, the LICENSOR may deny further
encroachment, excavation or similar permits under this Agreement or the premises
defmed in the applicable Supplemental Agreement until such time as LICENSEE
cures all of its defaults.

4.6 Compliance with Laws. LICENSEE shall comply with all applicable laws
in the exercise and performance of its rights and obligations under this Agreement.
4.7 No Authorization to Provide Other Services. LICENSEE represents,
warrants and covenants that its Equipment installed pursuant to this Agreement and
each Supplement will be utilized solely for providing the Telecommunications
Services identified herein and any Information Services that may be provided over
the Network, and LICENSEE is not authorized to and shall not use its Equipment
to offer or provide any other services not specified herein.
4.8 Nonexclusive Use Rights. Notwithstanding any other provision of this
Agreement, any and all rights expressly or impliedly granted to LICENSEE under
this Agreement shall be non-exclusive, and shall be subject and subordinate to (1)
the continuing right of the LICENSOR to use, and to allow any other person or
persons to use, any and all parts of the ROW or Municipal Facilities, exclusively
or concurrently with any other person or persons, and (2) the public easement for
streets and any and all other deeds, easements, dedications, conditions, covenants,
restrictions, encumbrances and claims of title (collectively, "Encumbrances")
which may affect the ROW or Municipal Facilities now or at any time during the
term of this Agreement, including, without limitation any Encumbrances granted,
created or allowed by the LICENSOR at any time.
5. COMPENSATION. LICENSEE shall be solely responsible for the payment of all
lawful fees in connection with LICENSEE's performance under this Agreement, including
those set forth below.
5.1 Fees. In order to compensate the LICENSOR for LICENSEE's entry upon
and deployment of Equipment within the ROW or on any Municipal Facilities,
LICENSEE shall pay to the LICENSOR, on an annual basis, an amount equal to: -
Two thousand and 00/100 Dollars ($2,000.00) base fee per antenna location plus a
ground equipment Fee as follows:
o Total is 1 cubic foot up to 50 cubic feet included in base fee.
o Total is 51 cubic feet up to 200 cubic feet = $5,000.00 annually.
o Total is 201 cubic feet up to 300 cubic feet = $7,000.00 annually.
o Total is 301 cubic feet up to 400 cubic feet = $10,000.00 annually.
o Total is 401 cubit feet or more = $15,000.00 annually
(the "Fee"), subject to the Fee adjustment in §5.2. LICENSEE shall make the first
payment of Fee under any Supplement within forty-five (45) days of the full
execution of the Acknowledgment. Thereafter, Fee shall be paid on or before each
anniversary of the Commencement Date during the Supplement Term. LICENSOR
hereby agrees to provide to LICENSEE certain documentation (the "Fee
Documentation") evidencing LICENSOR's interest in, and right to receive
payments under, this Agreement, including without limitation: (i) a complete and
fully executed Internal Revenue Service Form W-9, or equivalent, in a form
acceptable to LICENSEE, for any party to whom fee payments are to be made

pursuant to this Agreement; and (ii) other documentation requested by LICENSEE
in LICENSEE' s reasonable discretion. From time to time during the Term of this
Agreement and within thirty (30) days of a written request from LICENSEE,
LICENSOR agrees to provide updated Fee Documentation in a form reasonably
acceptable to LICENSEE. Delivery of Fee Documentation to LICENSEE shall be
a prerequisite for the payment of any fee by LICENSEE and notwithstanding
anything to the contrary herein, LICENSEE shall have no obligation to make any
fee payments until Fee Documentation has been supplied to LICENSEE as
provided herein.
5.2 Fee Adjustment. Effective on the first anniversary of the Agreement
Commencement Date, and continuing annually thereafter during the Term (as
extended for any Supplement Term), the Fee for , all new and then existing
Supplements shall be increased by three percent (3%) over the Fee paid for the
immediately preceding year.
5.3 Business License Fee Tax. The Fee in Subsection 5.1 of this Section
includes any business license fee or tax on fee pursuant to applicable Laws.
5.4 Utilities. The LICENSEE is responsible for obtaining and paying for all
utilities necessary to operate the facilities.
5.5 Payment. The License Fee shall be paid by check made payable to
LICENSOR and mailed or delivered to LICENSOR at the address provided for in
Section 10 below. The place and time of payment may be changed at any time by
LICENSOR upon 30 days' written notice to LICENSEE. Mailed payments shall
be deemed paid upon the date such payment is officially postmarked by the United
States Postal Service. If postmarks are illegible to read, the payment shall be
deemed paid upon actual receipt. LICENSEE assumes all risk of loss and
responsibility for late payment charges if payments are made by mail.
Notwithstanding the foregoing, upon agreement of the parties, LICENSEE may pay
fee by electronic funds transfer and in such event, the LICENSOR agrees to provide
to LICENSEE bank routing information for such purpose upon request of
LICENSEE.
5.6 Delinquent Payment. If LICENSEE fails to pay any amounts due pursuant
to this Agreement within 45 days from the due date, LICENSEE will pay, in
addition to the unpaid fees, a sum of money equal to two percent (2%) of the amount
due, including penalties and accrued interest, for each month and/or fraction thereof
during which the payment is due and unpaid.
5.7 Additional Remedies. The remedy provisions set forth in §5.6 above are
not exclusive, and do not preclude the LICENSOR from pursuing any other or
additional remedy in the event that payments become overdue by more than 60
days.

6. CONSTRUCTION. LICENSEE shall comply with all applicable Federal, State, and
local codes related to the construction, installation, operation, maintenance, and control of
LICENSEE' s Equipment installed in the ROW and on Municipal Facilities. Except as
otherwise provided herein, LICENSEE shall not attach, install, maintain, or operate any
Equipment in or on the ROW and/or on Municipal Facilities without the prior written
approval of an authorized representative of the LICENSOR for each location.
6.1 Commencement of Installation and Operation. LICENSEE shall
Commence Installation of its initial WTS or Wireless Telecommunication System
approved by the LICENSOR no later than two (2) years after the mutual execution
of an applicable Supplement, and shall Commence Operation no later than six (6)
months after LICENSEE Commences Installation, which such dates delayed for
due to any force majeure event. Failure of LICENSEE to Commence Installation
or Commence Operation of the applicable Wireless Telecommunication System as
provided above shall permit LICENSOR to terminate the affected Supplement upon
thirty (30) days notice to LICENSEE unless within such thirty (30) day period,
LICENSEE shall Commence Installation or Commence Operation, as applicable.
Notwithstanding the foregoing, LICENSEE's obligations under this §6.1 shall be
conditioned upon LICENSEE's completion of its due diligence with regard to a
particular WTS or Wireless Telecommunication System.
6.2 Obtaining Required Permits. The attachment, installation, or location of
the Equipment in the ROW may require governmental permits. LICENSEE shall
apply for the appropriate permits and pay any standard and customary permit fees.
LICENSOR shall promptly respond to LICENSEE's requests for permits and shall
otherwise cooperate with LICENSEE in facilitating the deployment of the Network
in the ROW in a reasonable and timely manner and within any legally required
period of time.
6.3 Relocation and Displacement of Equipment. LICENSEE understands
and acknowledges that LICENSOR may require LICENSEE to relocate one or
more of its Equipment installations. LICENSEE shall at LICENSOR's direction
and upon one hundred eighty (180) days prior written notice to LICENSEE,
relocate such Equipment at LICENSEE' s sole cost and expense whenever
LICENSOR reasonably determines that the relocation is needed for any of the
following purposes: (a) if required for the construction, modification, completion,
repair, relocation, or maintenance of a LICENSOR or other public agency project;
(b) because the Equipment is interfering with or adversely affecting proper
operation of LICENSOR-owned Poles, traffic signals, communications, or other
Municipal Facilities; or (c) to protect or preserve the public health or safety. In any
such case, LICENSOR shall use reasonable efforts to afford LICENSEE a
reasonably equivalent alternate location. During any period of relocation
LICENSEE may operate temporary equipment in a Right-of-Way location
reasonably acceptable to LICENSOR and LICENSEE for no longer than sixty (60)
days, subject to the terms of this Agreement. If LICENSEE fails to relocate any

Equipment as requested by the LICENSOR in accordance with the foregoing
provision, LICENSOR shall be entitled to remove or relocate the Equipment at
LICENSEE's sole cost and expense, without further notice to LICENSEE.
LICENSEE shall pay to the LICENSOR actual costs and expenses incurred by the
LICENSOR in performing any removal work and any storage of LICENSEE's
property after removal within thirty (30) days of the date of a written demand for
this payment from the LICENSOR. To the extent the LICENSOR has actual
knowledge thereof, the LICENSOR will attempt promptly to inform LICENSEE of
the displacement or removal of any Pole on which any Equipment is located. If the
Municipal Facility is damaged or downed for any reason, and as a result is not able
to safely hold the Equipment, the LICENSOR will have no obligation to repair or
replace such Municipal Facility for the use of LICENSEE's Equipment.
LICENSEE shall bear all risk of loss as a result of damaged or downed Municipal
Facilities pursuant to §6.8 below, and may choose to replace such Municipal
Facilities pursuant to the provisions of §4.1.6 above.
6.4 Relocations at LICENSEE's Request. In the event LICENSEE desires to
relocate any Equipment from one Municipal Facility to another, LICENSEE shall
so advise LICENSOR. LICENSOR will use reasonable efforts to accommodate
LICENSEE by making another reasonably equivalent Municipal Facility available
for use in accordance with and subject to the terms and conditions of this
Agreement.
6.5 Damages Caused by LICENSEE. LICENSEE shall, at its sole cost and
expense and to the satisfaction of the LICENSOR: (a) remove, repair or replace any
of its Equipment that is damaged or becomes detached; and/or (b) repair any
damage to ROW, Municipal Facilities or other property, whether public or private,
caused by LICENSEE, its agents, employees or contractors in their actions relating
to attachment, operation, repair or maintenance of Equipment. If LICENSEE does
not remove, repair or replace such damage to its Equipment or to ROW, Municipal
Facilities or other property, the LICENSOR shall have the option, upon 30 days'
prior written notice to LICENSEE, to perform or cause to be performed such
removal, repair, or replacement on behalf of LICENSEE and shall charge
LICENSEE for the actual costs incurred by the LICENSOR. If such damage causes
a public health or safety emergency as reasonably determined by the LICENSOR,
the LICENSEE shall perform reasonable and necessary repair or removal work
within fourty-eight hours (48) of notification. The LICENSOR may immediately
perform reasonable and necessary repair or removal work on behalf of LICENSEE
and will notify LICENSEE as soon as practicable; provided, no such repair work
involves reattachment of LICENSEE's Equipment to a Pole or repair of the Pole
itself, and shall not include any technical work on LICENSEE's Equipment. Upon
the receipt of a demand for payment by the LICENSOR, LICENSEE shall within
30 days of such receipt reimburse the LICENSOR for such costs. The terms of this
provision shall survive the expiration, completion or earlier termination of this
Agreement.

6.6 Change in Equipment. If LICENSEE proposes to install Equipment which
is different in any material way from the then-existing and approved Equipment,
then LICENSEE shall first obtain the written approval for the use and installation
of the unauthorized Equipment from an authorized representative of the
LICENSOR, which approval shall not be unreasonably withheld, conditioned or
delayed. In addition to any other submittal requirements, and if requested by
LICENSOR, LICENSEE shall provide "load" (structural) calculations for all Poles
upon which it intends to install Equipment in the ROW, notwithstanding original
installation or by way of Equipment type changes. Notwithstanding the foregoing,
LICENSEE may modify its Equipment with like-kind or similar Equipment without
prior written approval of the LICENSOR.
6.7 Termination of a Supplement. LICENSEE shall have the right to
terminate any Supplement on thirty (30) days notice to LICENSOR. In the event
of such termination, LICENSEE shall remove its Equipment in accordance with
§6.8 below and LICENSOR shall retain any Fee paid to such date.
6.8 Removal of Equipment. Within 60 days after the expiration or earlier
termination of a Supplement, LICENSEE shall promptly, safely and carefully
remove the Equipment from all Municipal Facilities and ROW. Such obligation of
LICENSEE shall survive the expiration or earlier termination of this Agreement.
If LICENSEE fails to complete this removal work pursuant to this Section, then the
LICENSOR, upon written notice to LICENSEE, shall have the right at the
LICENSOR's sole election, but not the obligation, to perform this removal work
and charge LICENSEE for the actual costs and expenses, including, without
limitation, reasonable administrative costs. LICENSEE shall pay to the
LICENSOR actual costs and expenses incurred by the LICENSOR in performing
any removal work and any storage of LICENSEE's property after removal within
thirty days of the date of a written demand for this payment from the LICENSOR.
After the LICENSOR receives the reimbursement payment from LICENSEE for
the removal work performed by the LICENSOR, the LICENSOR shall promptly
make available to LICENSEE the property belonging to LICENSEE and removed
by the LICENSOR pursuant to this Section at no liability to the LICENSOR. If the
LICENSOR does not receive reimbursement payment from LICENSEE within
such thirty days, or if LICENSOR does not elect to remove such items at the
LICENSOR's cost after LICENSEE's failure to so remove pursuant to this Section,
or if LICENSEE does not remove LICENSEE's property within 30 days of such
property having been made available by the LICENSOR after LICENSEE's
payment of removal reimbursement as described above, any items of LICENSEE's
property remaining on or about the ROW, Municipal Facilities, or stored by the
LICENSOR after the LICENSOR's removal thereof may, at the LICENSOR's
option, be deemed abandoned and the LICENSOR may dispose of such property in
any manner by Law. Alternatively, the LICENSOR may elect to take title to
abandoned property, provided that LICENSEE shall submit to the LICENSOR an
instrument satisfactory to the LICENSOR transferring to the LICENSOR the

ownership of such property. The provisions of this Section shall survive the
expiration or earlier termination of this Agreement.
6.9 Risk of Loss. LICENSEE acknowledges and agrees that LICENSEE,
subject to the terms of this Agreement bears all risks of loss or damage or relocation
or replacement of its Equipment and materials installed in the ROW or on
Municipal Facilities pursuant to this Agreement from any cause, and the
LICENSOR shall not be liable for any cost of replacement or of repair to damaged
Equipment, including, without limitation, damage caused by the LICENSOR's
removal of the Equipment, except to the extent that such loss or damage was caused
by the willful misconduct or negligence of the LICENSOR, including, without
limitation, each of its elected officials, department directors, managers, officers,
agents, employees, and contractors, subject to the limitation of liability provided in
§7.2 below.
7. INDEMNIFICATION AND WAIVER. LICENSEE agrees to indemnify, defend, protect,
and hold harmless the LICENSOR, its commission members, officers, and employees from
and against any and all claims, demands, losses, including Pole warranty invalidation,
damages, liabilities, fmes, 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
proximately resulting from LICENSEE'S activities undertaken pursuant to this Agreement,
except to the extent arising from or caused by the negligence or willful misconduct of the
LICENSOR, its LICENSOR Commission members, officers, employees, agents, or
contractors.
7.1 Waiver of Claims. LICENSEE waives any and all claims, demands, causes
of action, and rights it may assert against the LICENSOR on account of any loss,
damage, or injury to any Equipment or any loss or degradation of the
Telecommunications Services or Information Service as a result of any event or
occurrence which is beyond the reasonable control of the LICENSOR.
7.2 Waiver of Subrogation. The parties hereby waive and release any and all
rights of action for negligence against the other which may hereafter arise on
account of damage to Municipal Facilities, Wireless Telecommunication System or
to the ROW, resulting from any fire, or other casualty of the kind covered by
standard fire insurance policies with extended coverage, regardless of whether or
not, or in what amounts, such insurance is now or hereafter carried by the parties,
or either of them. These waivers and releases shall apply between the parties and
they shall also apply to any claims under or through either party as a result of any
asserted right of subrogation. All such policies of insurance obtained by either
party concerning the Municipal Facilities, Wireless Telecommunication System or
the ROW shall waive the insurer's right of subrogation against the other party.

7.3 Limitation on Consequential Damages. Neither party shall be liable to
the other, or any of their respective agents, representatives, employees for any lost
revenue, lost profits, loss of technology, rights or services, incidental, punitive,
indirect, special or consequential damages, loss of data, or interruption or loss of
use of service, even if advised of the possibility of such damages, whether under
theory of contract, tort (including negligence), strict liability or otherwise
8. SECURITY FOR PERFORMANCE. Before any construction begins in the ROW by
LICENSEE, and if requested by LICENSOR, LICENSEE shall provide the LICENSOR
with performance bonds, and if considered necessary by the LICENSOR, payment bonds,
in amounts equal to the full amount of the written construction contract pursuant to which
such construction is to be done. The payment bond shall be solely for the protection of
claimants supplying labor or materials for the required construction work and the
performance bond shall be solely for the protection of the LICENSOR, conditioned upon
the faithful performance of the required construction work. Bonds shall be executed by a
surety company duly authorized to do business in the State of Arizona, and acceptable to
the LICENSOR and shall be kept in place for the duration of the work.
9. INSURANCE. LICENSEE shall obtain and maintain at all times during the term of
this Agreement Commercial General Liability insurance with a limit of $1,000,000 per
occurrence for bodily injury and property damage and $2,000,000 general aggregate
including premises-operations, contractual liability, personal injury and products
completed operations; and Commercial Automobile Liability insurance covering all owned
non-owned and hired vehicles with a limit of $1,000,000 each accident for bodily injury
and property damage. The Commercial General Liability insurance policy shall name the
LICENSOR, its commission members, officers, and employees as additional insured as
respects any covered liability arising out of LICENSEE's performance of work under this
Agreement. Coverage shall be in an occurrence form and in accordance with the limits
and provisions specified herein. Upon receipt of notice from its insurer Licensee shall use
its best efforts to provide the LICENSOR with thirty (30) days prior written notice of
cancellation. LICENSEE shall be responsible for notifying the LICENSOR of such change
or cancellation.
9.1 Filing of Certificates and Endorsements. Prior to the commencement of
any work pursuant to this Agreement, LICENSEE shall show proof of public
notification and file with the LICENSOR the required certificate(s) of insurance
with blanket additional insured endorsements, which shall state the following:
(a) the policy number; name of insurance company; name and address
of the agent or authorized representative; name and address of insured;
project name; policy expiration date; and specific coverage amounts;
(b) that LICENSEE's Commercial General Liability insurance policy is
primary as respects any other valid or collectible insurance that the
LICENSOR may possess, including any self-insured retentions the
LICENSOR may have; and any other insurance the LICENSOR does

possess shall be considered excess insurance only and shall not be required
to contribute with this insurance; and
(c) that LICENSEE's Commercial General Liability insurance policy
waives any right of recovery the insurance company may have against the
LICENSOR.
(d) the LICENSOR, the County, a governmental entity, its officer
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.
The certificate(s) of insurance with endorsements and notices shall be mailed to the
LICENSOR at the address specified in §10 below.
9.2 Workers' Compensation Insurance. LICENSEE shall obtain and
maintain at all times during the term of this Agreement statutory workers'
compensation and employer's liability insurance in an amount not less than One
Million Dollars ($1,000,000) and shall furnish the LICENSOR with a certificate
showing proof of such coverage.
9.3 Insurer Criteria. Any insurance provider of LICENSEE shall be admitted
and authorized to do business in the State of Arizona and shall carry a minimum
rating assigned by A.M Best & Company's Key Rating Guide of "A" Overall and
a Financial Size Category of "VII."
9.4 Severability of Interest. "Severability of interest" or "separation of
insureds" clauses shall be made a part of the Commercial General Liability and
Commercial Automobile Liability policies.
10. NOTICES.
10.1 Method and Delivery of Notices. All notices which shall or may be given
pursuant to this Agreement shall be in writing and delivered personally or
transmitted (a) through the United States mail, by registered or certified mail,
postage prepaid; or (b) by means of prepaid overnight delivery service, addressed
as follows:
if to the LICENSOR:
Maricopa County Department of Transportation
2901 W. Durango Street
Phoenix, Arizona 85009
C/O Finance Department

if to LICENSEE:
New Cingular Wireless PCS, LLC
Attn.: Network Real Estate Administration
Re: Cell Site (AZ)
Fixed Asset #:
1025 Lenox Park Blvd NE, 3rd Floor
Atlanta, GA 30319
With a copy to:
New Cingular Wireless PCS, LLC
Attn.: Legal Dept — Network Operations
Re: Cell Site (AZ)
Fixed Asset #:
208 S. Akard Street
Dallas, TX 75202-4206
10.2 Date of Notices; Changing Notice Address. Notices shall be deemed
given upon receipt in the case of personal delivery, three days after deposit in the
mail, or the next business day in the case of facsimile, email, or overnight delivery.
Either party may from time to time designate any other address for this purpose by
written notice to the other party delivered in the manner set forth above.
11. DEFAULT; CURE; REMEDIES; LIQUIDATED DAMAGES.
11.1 Licensee Default and Notification. This Agreement is granted upon each
and every condition herein and each of the conditions is a material and essential
condition to the granting of this Agreement. Except for causes beyond the
reasonable control of LICENSEE, if LICENSEE fails to comply with any of the
conditions and obligations imposed hereunder, and if such failure continues for
more than 30 days after written demand from the LICENSOR to commence the
correction of such noncompliance on the part of LICENSEE, the LICENSOR shall
have the right to revoke and terminate this Agreement, if such failure is in relation
to the Agreement as whole, or any individual Supplement, if such failure is in
connection solely with such Supplement, in addition to any other rights or remedies
set forth in this Agreement or provided by law.
11.2 Cure Period. If the nature of the violation is such that it cannot be fully
cured within 30 days due to circumstances not under LICENSEE's control, the
period of time in which LICENSEE must cure the violation shall be extended for
such additional time reasonably necessary to complete the cure, provided that: (a)
LICENSEE has promptly begun to cure; and (b) LICENSEE is diligently pursuing
its efforts to cure. The LICENSOR may not maintain any action or effect any
remedies for default against LICENSEE unless and until LICENSEE has failed to
cure the breach within the time periods provided in these Sections 11.1 and 11.2.

11.3 Licensor Default. If LICENSOR breaches any covenant or obligation of
LICENSOR under this Agreement in any manner and if LICENSOR fails to
commence to cure such breach within thirty (30) days after receiving written notice
from LICENSOR specifying the violation (or if LICENSOR fails thereafter to
diligently prosecute the cure to completion), then LICENSEE may enforce any and
all of its rights and/or remedies provided under this Agreement or by law or it may
(although it shall not be obligated to) cure LICENSOR' s breach and/or perform
LICENSOR's obligations (on LICENSOR's behalf and at LICENSOR' s expense)
and require LICENSOR to reimburse to LICENSEE all reasonable costs and
expenses (including reasonable attorneys' fees) incurred in connection with such
cure and/or performance (which amount may be deducted from Fee payable under
this Agreement).
12. ASSIGNMENT. This Agreement shall not be assigned by LICENSEE without the
express written consent of the LICENSOR, which consent shall not be unreasonably
withheld, conditioned, or delayed. Notwithstanding the foregoing, the transfer of the rights
and obligations of LICENSEE to an Affiliate or to any entity which acquires all or
substantially all of LICENSEE's assets in the market defmed by the Federal
Communications Commission in which the ROW is located by reason of a merger,
acquisition or other business reorganization (collectively, "Exempted Transfers") shall not
require the consent of the LICENSOR.
13. RECORDS; AUDITS.
13.1 Records Required by Code. LICENSEE will maintain complete records
pursuant to all applicable Laws.
13.2 Additional Records. The LICENSOR may require such additional
reasonable non-confidential information, records, and documents from LICENSEE
from time to time as are appropriate in order to reasonably monitor compliance with
the terms of this Agreement. Additionally, the LICENSOR may require
LICENSEE to collect reasonable supplementary information as needed.
13.3 Production of Records. LICENSEE shall provide such records within
twenty (20) business days of a request by the LICENSOR for production of the
same unless additional time is reasonably needed by LICENSEE, in which case,
LICENSEE shall have such reasonable time as needed for the production of the
same. If any person other than LICENSEE maintains records on LICENSEE's
behalf, LICENSEE shall be responsible for making such records available to the
LICENSOR for auditing purposes pursuant to this Section.
14. MISCELLANEOUS PROVISIONS. The provisions that follow shall apply generally to
the obligations of the parties under this Agreement.

14.1 Waiver of Breach. The waiver by either party of any breach or violation
of any provision of this Agreement shall not be deemed to be a waiver or a
continuing waiver of any subsequent breach or violation of the same or any other
provision of this Agreement.
14.2 Severability of Provisions. If any one or more of the provisions of this
Agreement shall be held by a court of competent jurisdiction in a final judicial
action to be void, voidable, or unenforceable, such provision(s) 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.
Each party hereby declares that it would have entered into this Agreement and each
provision hereof regardless of whether any one or more provisions may be declared
illegal, invalid, or unconstitutional.
14.3 Contacting LICENSEE. LICENSEE shall be available to the staff employees
of any LICENSOR department having jurisdiction over LICENSEE's activities 24
hours a day, seven days a week, regarding problems or complaints resulting from
the attachment, installation, operation, maintenance, or removal of the Equipment.
The LICENSOR may contact by telephone the network control center operator at
telephone number 1 800-638-2822 regarding such problems or complaints.
14.4 Governing Law; Jurisdiction. This Agreement shall be governed and
construed by and in accordance with the laws of the State of Arizona, without
reference to its conflicts of law principles. If suit is brought by a party to this
Agreement, the parties agree that trial of such action shall be vested exclusively in
the state courts of Arizona.
14.5 Attorneys' Fees. Should any dispute arising out of this Agreement lead to
litigation, the prevailing party shall be entitled to recover its costs of suit, including
(without limitation) reasonable attorneys' fees.
14.6 Consent Criteria. In any case where the approval or consent of one party
hereto is required, requested or otherwise to be given under this Agreement, such
party shall not unreasonably delay, condition, or withhold its approval or consent.
14.7 Representations and Warranties. Each of the parties to this Agreement
represents and warrants that it has the full right, power, legal capacity, and authority
to enter into and perform the party's respective obligations hereunder and that such
obligations shall be binding upon such party without the requirement of the
approval or consent of any other person or entity in connection herewith, except as
provided in § 4.2 0 aboveabove. This Agreement shall not be revocable or
terminable except as expressly permitted herein.
14.8 Amendment of Agreement. This Agreement may not be amended except
pursuant to a written instrument signed by both parties.

14.9 Entire Agreement. This Agreement contains the entire understanding
between the parties with respect to the subject matter herein. There are no
representations, agreements, or understandings (whether oral or written) between
or among the parties relating to the subject matter of this Agreement which are not
fully expressed herein. In witness whereof, and in order to bind themselves legally
to the terms and conditions of this Agreement, the duly authorized representatives
of the parties have executed this Agreement as of the Effective Date.
14.10 Public Records. LICENSEE acknowledges that information submitted to
the LICENSOR may be open to public inspection and copying under state law.
LICENSEE may identify information, such as trade secrets, proprietary financial
records, customer information or technical information, submitted to the
LICENSOR as confidential. LICENSEE shall prominently mark any information
for which it claims confidentiality with the word "Confidential" on each page of
such information prior to submitting such information to the LICENSOR. The
LICENSOR shall treat any information so marked as confidential until the
LICENSOR receives any request for disclosure of such information. Within five
working days of receiving any such request, the LICENSOR shall provide
LICENSEE with written notice of the request, including a copy of the request.
LICENSEE shall have twenty working days within which to provide a written
response to the LICENSOR, before the LICENSOR will disclose any of the
requested confidential information. The LICENSOR retains the fmal discretion to
determine whether to release the requested confidential information, in accordance
with applicable laws.
14.11 Non-Exclusive Remedies. No provision in this Agreement made for the
purpose of securing enforcement of the terms and conditions of this Agreement
shall be deemed an exclusive remedy or to afford the exclusive procedure for the
enforcement of said terms and conditions, but the remedies herein provided are
deemed to be cumulative.
14.12 No Third-Party Beneficiaries. It is not intended by any of the provisions
of this Agreement to create for the public, or any member thereof, a third-party
beneficiary right or remedy, or to authorize anyone to maintain a suit for personal
injuries or property damage pursuant to the provisions of this Agreement. The
duties, obligations, and responsibilities of the LICENSOR with respect to third
parties shall remain as imposed by state law.
14.13 Construction of Agreement. The terms and provisions of this Agreement
shall not be construed strictly in favor of or against either party, regardless of which
party drafted any of its provisions. This Agreement shall be construed in accordance
with the fair meaning of its terms.

14.14 Effect of Acceptance. LICENSEE (a) accepts and agrees to comply with
this Agreement and all applicable federal, state and local laws and regulations; (b)
agrees that this Agreement was granted pursuant to processes and procedures
consistent with applicable law; and (c) agrees that it will not raise any claim to the
contrary or allege in any claim or proceeding against the LICENSOR that at the
time of acceptance of this Agreement any provision, condition or term of this
Agreement was unreasonable or arbitrary, or that at the time of the acceptance of
this Agreement any such provision, condition or term was void or unlawful or that
the LICENSOR had no power or authority to make or enforce any such provision,
condition or term.
14.15 Time is of the Essence. Time is of the essence with regard to the
performance of all of LICENSEE's obligations under this Agreement.
[Signature page follows]

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
legally executed in duplicate this day of
20 .
LICENSOR:
Maricopa County,
a political subdivision of the State of Arizona
By:
Name:
Title:
LICENSEE:
New Cingular Wireless PCS, LLC a
Delaware limited liability Company dba
AT&T Mobility
e
a
By:
Name: ic....fril,L,4„k,
Title: 40 c tttikuukt),,
U2-1 ail Ii
Exhibits:
Exhibit A — Supplement

EXHIBIT A
FORM OF SUPPLEMENT
SUPPLEMENT
This Supplement ("Supplement"), made this day of ,20
("Effective Date") between Maricopa County, a political subdivision of the State of
Arizona, hereinafter designated "Licensor" and New Cingular Wireless PCS, LLC, a
Delaware limited liability Company dba AT&T Mobility, with its principal offices at 1025
Lenox Park Blvd NE, 3rd Floor, Atlanta, GA 30319, hereinafter designated "Licensee":
1. Supplement. This is a Licensor Supplement as referenced in that certain Wireless
Telecommunication System License Agreement between Licensor and Licensee dated
, 20 ("Agreement"). All of the terms and conditions
of the Agreement are incorporated hereby by reference and made a part hereof without the
necessity of repeating or attaching the Agreement. In the event of a contradiction,
modification or inconsistency between the terms of the Agreement and this Supplement,
the terms of this Supplement shall govern. Capitalized terms used in this Supplement shall
have the same meaning described for them in the Agreement unless otherwise indicated
herein.
2. Project Description and Locations. Licensee shall have the right to use the ROW
for a Wireless Telecommunication System at the designated areas in the ROW as further
described in Attachment 1 attached hereto (the "Licensed Area").
3. Equipment. The Wireless Telecommunication System to be installed at the
Licensed Area is described in Attachment 1 attached hereto.
4. Term. The term of this Supplement shall be as set forth in Paragraph 2.2 of the
Agreement.
5. Fees. The License Fees for the term of this Supplement shall be as stated in
Paragraph 5.1 of the Agreement, as adjusted by Paragraph 5.2.
6. Commencement Date. The first day of the month following the date Licensee has
Commenced Installation of its Equipment at the Licensed Area.
7. Miscellaneous.
[Signature page follows]

EXECUTED to be effective as of the date shown above.
LICENSOR:
Maricopa County,
a political subdivision of the State of Arizona
By:
Name:
Title:
LICENSEE:
New Cingular Wireless PCS, LLC a
Delaware Limited Liability Company dba
AT&T Mobility
By:
Name:
Title:
Exhibits:
Attachment 1

Attachment 1
Licensed Area