PHO CENTRAL COURT MAD. - LICENSE FINAL 3.12.19.DOCX
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COMMUNICATIONS LICENSE AGREEMENT BETWEEN VERIZON WIRELESS AND MARICOPA COUNTY C-78-19- -3-00 P-50319 This Communications License Agreement (“Agreement”) is entered into as of the last date executed below (“Effective Date”) by and between Maricopa County, a political subdivision of the State of Arizona (“LICENSOR”), and Verizon Wireless (VAW) LLC, a Delaware limited liability corporation authorized to conduct business in Arizona, dba Verizon Wireless (“LICENSEE”). LICENSOR and LICENSEE shall collectively be referred to herein as the “Parties”, or individually as a “Party”. 1. Scope of License. Subject to the terms and conditions of this Agreement, LICENSOR hereby grants permission to LICENSEE to install, maintain and operate the wireless communications equipment (“Permitted Uses”) described in Exhibit “A” ( “Equipment”), which is attached hereto and made a part hereof, on portions (“Licensed Premises”) of LICENSOR’S property, which are more particularly described and depicted in Exhibit “B” attached hereto and made a part hereof, located adjacent to LICENSOR’S South Court Tower and 225 Madison facilities ( “Facilities”). 2. Term and Termination. (a) The term of this Agreement shall be for a period of ten (10) years (“Term”) beginning on the “Commencement Date” which shall be the earlier of: (1) the date of LICENSOR’S issuance, at LICENSEE’S request, of a notice authorizing LICENSEE to proceed with the installation of the Equipment on the Licensed Premises; or (2) April 15, 2019. The Commencement Date shall be confirmed by the Parties via execution of the Commencement Date Confirmation form, which is attached hereto and made a part hereof as Exhibit “C” to this Agreement. (b) This Agreement is subject to termination: (i) Pursuant to A.R.S. §38-511; or (ii) By LICENSOR or LICENSEE for any reason or no reason without any liability of any kind of either Party upon giving thirty (30) days advance written notice to the other Party, provided however, LICENSOR may not terminate this Agreement pursuant to this subsection for the purposes of re-licensing the Licensed Premises, or portions thereof, to a third party for the Permitted Uses or substantially similar uses; or (iii) At any time by mutual written agreement of the PARTIES; or (iv) By LICENSOR at the end of any fiscal funding year for non-appropriation of funds for the continued operation of the Facilities upon giving thirty (30) days advance written notice to the other Party. LICENSOR’S fiscal year ends on June 30. 3. License Fee. (a) LICENSEE shall pay to LICENSOR the annual fee (“License Fee”) set forth below: Year of Use Annual License Fee 1 - 5 $3,850.00 6 - 10 $4,400.00 (b) The initial payment of the License Fee shall be due and payable no later than ninety (90) days after the Commencement Date and shall be paid on each annual anniversary of the Commencement Date for years of use two (2) through ten (10) unless terminated earlier by the Parties as set forth herein. The License Fee shall be payable to LICENSOR without demand and shall be sent to Maricopa P-50319 PHO Central Court – Madison SC County, Attention: Director, Real Estate Department, 2801 W. Durango Street, Phoenix, AZ 85009, or to such other address as designated in writing by LICENSOR at least thirty (30) days in advance of any License Fee payment date. (c) LICENSOR shall provide LICENSEE a completed, current Internal Revenue Service Form W-9 and state and local withholding forms if required. (d) LICENSEE shall pay any charges to install utilities to the Licensed Premises, including emergency power sources, and shall pay all utility charges for utilities consumed by LICENSEE at the Licensed Premises. (e) Within ninety (90) days of the Effective Date of this Agreement, LICENSEE shall also pay to LICENSOR a one-time fee (“Camera Fee”) of Six Thousand and 00/100 Dollars ($6,000.00) for the purchase, installation, and programming of an additional LICENSOR security camera to be installed under the LICENSOR’S existing catwalk. This new camera will be installed and positioned so that it provides LICENSOR the ability to monitor the space between LICENSEE’S Equipment License Area and LICENSOR’S catwalk support system. LICENSOR will purchase, install, program, and maintain the new camera. In the event LICENSOR terminates this Agreement for any reason other than a default by LICENSEE beyond applicable notice and cure periods pursuant to Section 16 below, LICENSOR agrees to refund to LICENSEE a prorated portion of the Camera Fee as determined by multiplying the Camera Fee with the quotient of the amount of calendar months remaining between the date of termination and the natural expiration of the term of this Agreement by 120. As an illustration of the immediately preceding sentence, if LICENSOR terminates this Agreement on the sixth annual anniversary of the Commencement Date, LICENSOR shall be required to refund to LICENSEE a prorated portion of the Camera Fee equal to Three Thousand and 00/100 Dollars ($3,000.00). (f) If LICENSEE continues to use the Licensed Premises at the expiration of the Term or after thirty (30) days following an earlier termination of the Agreement, such use shall be deemed to be a month-to-month license under the same terms and conditions of this Agreement, except that the license fee payable during such holdover period shall be paid on a monthly basis at the monthly prorated equivalent of one hundred fifty (150%) percent of the Annual License Fee payable during the year immediately preceding the expiration or termination. Under no circumstances shall the LICENSEE remain in a holdover status for longer than three (3) months. (g) LICENSEE shall pay all personal property taxes or other taxes assessed against LICENSEE’S personal property that is located within the Licensed Premises, and LICENSOR shall pay all real property taxes and all other similar taxes and assessments in the amount(s) currently levied against the real or personal property and improvements thereon owned and maintained by LICENSOR. LICENSEE shall pay, as an additional fee, its pro-rata share of any increase in real property taxes and other similar taxes and assessments levied against the real property as the sole result of LICENSEE’S use of the Licensed Premises over the real estate taxes and other similar taxes and assessments paid by LICENSOR prior to the Commencement Date of this Agreement, and LICENSOR agrees to furnish proof of any such increase to LICENSEE. (h) LICENSEE agrees that payment of license fees, or other sums due hereunder, shall be due and paid without the necessity of a demand or invoice from the LICENSOR, and that LICENSEE shall pay as an additional fee a late charge equal to ten percent (10%) of each installment or sum paid more than ten (10) days after its due date. 4. Inspection of Licensed Premises. The Licensed Premises shall be provided in “AS IS” condition by LICENSOR. LICENSEE has visited and inspected the Licensed Premises and accepts the physical condition thereof and acknowledges that no representations or warranties have been made to LICENSEE by LICENSOR as to the condition of the Licensed Premises and/or as to any engineering data. LICENSEE is responsible for determining all aspects as to the acceptability, accuracy and adequacy of the Licensed Premises for LICENSEE’S use. Notwithstanding the foregoing, LICENSOR represents and warrants to LICENSEE that as of the Effective Date of this Agreement, LICENSOR has no knowledge of any claim having been made by any governmental agency that: (a) a violation of applicable codes, regulations, or ordinances exists with regard to the Licensed Premises, or any part thereof; or (b) a violation of any state or federal law regulating the use, storage, disposal, and/or cleanup of hazardous substances exists. LICENSOR shall have no obligation to obtain licenses for LICENSEE, or to maintain, insure, operate or safeguard the Equipment. 5. Permitted Use; Installation; Operating Procedures. (a) The Licensed Premises may be used by LICENSEE for the transmission and reception of communications signals, including wireless communication purposes and uses incidental thereto. LICENSEE shall, at LICENSEE’S sole cost and expense: (1) conduct any and all engineering tests, environmental tests, and all other feasibility studies which LICENSEE deems necessary or desirable for its use of the Licensed Premises, and (2) obtain all licenses, certificates, permits, authorizations or approvals from all applicable government and/or regulatory entities (“Governmental Approvals”). LICENSOR agrees to reasonably cooperate with LICENSEE in LICENSEE’S effort to obtain all required Governmental Approvals and any and all local public utility easements Page 2 of 18 P-50319 PHO Central Court – Madison SC requested by LICENSEE, but shall not incur or pay any expenses associated with the requested Governmental Approvals and/or easements. (b) LICENSEE shall, at its sole cost and expense, install, construct, and maintain the Equipment (as defined on Exhibit “A”) in the Licensed Premises in a manner consistent with the construction plans dated , 20__, which are attached hereto and made a part hereof as Exhibit “D” to this Agreement, and in compliance with all federal, state and local regulations. All installations, operation and maintenance of Equipment must be in accordance with LICENSOR’S policies as set forth in Exhibit “E”, which is also attached hereto and made a part of this Agreement. LICENSEE agrees that: (i) Prior to the installation of any additional LICENSEE equipment, or any modifications, supplement, replacement, upgrade or relocation to or of the Equipment set forth on Exhibit “A”, which additions and/or modifications are hereinafter referred to as “Additional or Modified Equipment”, within the Licensed Premises at any time during the Term, LICENSEE shall submit in writing, a minimum of forty-five (45) days in advance, all plans for such installation, modifications or changes to LICENSOR in accordance with Section 15 of this Agreement for LICENSOR’S review and approval, such approval not to be unreasonably withheld or delayed by LICENSOR. LICENSEE shall reimburse LICENSOR for LICENSOR’S reasonable expenses incurred in connection with review and approval of LICENSEE’S plans and specifications. Notwithstanding the foregoing, unless required by federal, state, or local law, LICENSOR'S approval for Additional or Modified Equipment shall not be required in connection with upgrades or replacements of (i) identical or substantially similar equipment that does not increase the weight loading of the Equipment on the Facilities, materially alter the manner in which the Equipment is mounted to the Facilities, or increase the size of the Licensed Premises; or (ii) equipment which is wholly contained within LICENSEE’S equipment cabinet. (ii) All work performed at the Licensed Premises in connection with installation, maintenance, operation, modification and/or removal of the Equipment and/or Additional or Modified Equipment shall be performed at LICENSEE’S sole cost and expense. In addition, the Licensed Premises are located within a Maricopa County Sherriff’s Office (MCSO) and Judicial Branch of Arizona Maricopa County Security Department controlled access area. As such, all of LICENSEE’S employees and contractors proposed to work in the Licensed Premises must be approved by LICENSOR prior to beginning work within the Licensed Premises, such approval not to be unreasonably withheld or delayed. LICENSEE shall obtain pre-approvals for its employees in the manner set forth on Exhibit “F” attached hereto and made a part hereof. LICENSEE shall also require all contractors, as a condition to their engagement, to agree to be bound by provisions identical to those included in this Agreement, specifically those relating to the entry into the Licensed Premises, indemnification of LICENSOR, and insurance requirements. The engagement of a contractor by LICENSEE shall not relieve LICENSEE of any of its obligations under this Agreement. (iii) No work performed by LICENSEE, its contractors, subcontractors or materialmen pursuant to this Agreement, whether in the nature of construction, installation, alteration or repair to the Licensed Premises or to LICENSEE’S Equipment and/or Additional or Modified Equipment, will be deemed for the immediate use and benefit of LICENSOR so that no mechanic’s lien or other lien will be allowed against the property and estate of LICENSOR by reason of any consent given by LICENSOR to LICENSEE to improve the Licensed Premises. If any mechanic’s or other liens are filed at any time against the Licensed Premises or the property of which the Licensed Premises is a part by reason of work, labor, services, or materials performed or furnished, or alleged to have been performed or furnished, to LICENSEE or to anyone using the Licensed Premises through or under LICENSEE, LICENSEE will forthwith cause the same to be discharged of record or bonded to the satisfaction of LICENSOR. If LICENSEE fails to cause such lien to be so discharged or bonded within thirty (30) days after it has actual notice of the filing thereof, then, in addition to any other right or remedy of LICENSOR, LICENSOR may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by LICENSOR, including reasonable attorneys’ fees incurred by LICENSOR either in defending against such lien or in procuring the bonding or discharge of such lien, together with interest thereon at the statutory rate, will be due and payable by LICENSEE to LICENSOR as an additional fee hereunder. (iv) All of LICENSEE’S Equipment and/or Additional or Modified Equipment shall be clearly marked to show LICENSEE’S name and emergency contact number. All coaxial cable relating to the Equipment and/or Additional or Modified Equipment shall be identified in the same manner at the bottom and top of the line. At LICENSOR’S request, LICENSEE shall promptly deliver to LICENSOR written proof of compliance with all applicable federal, state and local laws, rules, ordinances and regulations in connection with any installations or modifications of Equipment and/or Additional or Modified Equipment. (c) LICENSOR agrees that LICENSEE’S pre-approved employees and/or contractors authorized for entry into the Licensed Premises in accordance with Exhibit “F” shall have the right to nonexclusive access over and across the Licensed Premises Page 3 of 18 P-50319 PHO Central Court – Madison SC twenty-four (24) hours per day, seven (7) days per week, during the Term for the purpose of ingress, egress, maintenance and operation of the Equipment, Additional or Modified Equipment, and any associated utilities. Notwithstanding the foregoing and except in the event of an emergency, any pre-approved LICENSEE employee and/or contractor entering the Licensed Premises for the Permitted Uses shall provide a minimum of two (2) hours advance notice of entry to the following entities as set forth below: (i) During the portion of the Term in which the construction of the LICENSOR’S 225 Madison facility is underway, provide advance notice of entry to: Brian Sheehan, Capital Project Manager (or his designee) Maricopa County Facilities Management Department 602-620-7304 or briansheehan@mail.maricopa.gov If the contact for entry during LICENSOR’S 225 Madison construction changes, LICENSOR will promptly notify LICENSEE in accordance with Section 15 of this Agreement. (ii) For any vehicular entry during the Term, also provide advance notice of entry to: Judicial Branch of Arizona Maricopa County Security Department Security Control Center 602-506-3424 or scc@superiorcourt.maricopa.gov (d) LICENSEE shall not sublicense or share, in whole or in part, its Equipment, its frequencies, its Additional or Modified Equipment or its interests obtained pursuant to this Agreement. 6. Compliance with Laws. LICENSEE shall maintain and operate its Equipment during the Term of this Agreement in compliance with all present and future rules, ordinances and regulations of any federal, state or local authority having jurisdiction with respect hereto, including without limitation, the rules and regulations of the: (1) Federal Communications Commission (“FCC”), including, without limitation, any FCC signage requirements; (2) the Federal Aviation Administration (“FAA”); and (3) the Occupational Safety and Health Administration (“OSHA”). This Agreement is to be construed in accordance with and governed by the internal laws of the State of Arizona without giving effect to any choice of law rule that would cause the application of the laws of any other jurisdiction other than the internal laws of the State of Arizona to the right and duties of the Parties. The Parties hereby irrevocably consent to the personal and exclusive jurisdiction and venue of the federal and state courts of Maricopa County, Arizona. In any litigation related to this Agreement, the prevailing Party shall receive reimbursement of its reasonable attorneys’ fees and costs from the other Party. 7. Interference. (a) The installation, maintenance and operation of the Equipment and/or Additional or Modified Equipment shall not interfere electrically, or in any other manner whatsoever, with the equipment, facilities or operations of LICENSOR or with any other entity operating at the Licensed Premises as of the Commencement Date. Notwithstanding anything in this Agreement to the contrary, it is expressly understood and agreed that if the installation or operation of LICENSEE’S Equipment and/or Additional or Modified Equipment shall interfere: (i) with other radio communications systems and equipment installed prior to the Commencement Date of this Agreement, LICENSEE shall, upon written request, immediately suspend its operations (except for intermittent testing) and do whatever LICENSOR deems necessary to eliminate or remedy such interference. If it is determined that such interference cannot be rectified by LICENSEE within fifteen (15) days after written notice of said interference, then LICENSOR may, at its option, terminate this Agreement upon written notice to LICENSEE unless LICENSEE commences curing the interference within said fifteen (15) day period and thereafter continuously and diligently pursues a cure to the interference (“Cure Period”). In the event the interference is not cured during the initial fifteen (15) day notification period or any Cure Period, LICENSOR may, at its option, terminate this Agreement upon written notice to LICENSEE, whereupon LICENSEE shall remove the Equipment and/or Additional or Modified Equipment at its sole cost and expense and in accordance with Section 10 herein. If LICENSEE fails to take possession of its Equipment and/or Additional or Modified Equipment within thirty (30) days after notice of termination, said Equipment and/or Additional or Modified Equipment will be deemed abandoned; or (ii) with any other radio communications systems and equipment installed at the Licensed Premises after the Commencement Date of this Agreement, LICENSEE shall cooperate fully with LICENSOR and any future licensee, tenant, or sub-tenant injured by LICENSEE’S interference (“Future Party”) to remedy the interference. LICENSEE Page 4 of 18 P-50319 PHO Central Court – Madison SC shall do whatever LICENSOR deems reasonably necessary to cure such interference, provided, however, that all costs related to remedying such interference shall be the responsibility of the Future Party, unless such interference is due to failure, defects or deficiencies in LICENSEE’S system, Equipment and/or Additional or Modified Equipment, or installation, in which case such costs shall be the responsibility of LICENSEE. (b) LICENSEE hereby acknowledges that LICENSOR may license other space at, and upon, the Facilities to third parties for the installation and operation of radio communication facilities. LICENSEE accepts this Agreement with this knowledge and, except as provided in this Section 7, waives any and all claims against LICENSOR resulting from or attributable to interference caused by present or future equipment, facilities or methods of operation employed by LICENSOR in its business upon Facilities. Except as provided in this Section 7, LICENSEE also waives any and all claims against LICENSOR arising from interference resulting to LICENSEE by virtue of equipment, facilities or operations existing prior to the date of installation of the Equipment and employed by any other licensee or sub- licensee of LICENSOR in its business upon the Licensed Premises and/or Facilities. In the event that any such interference by LICENSOR occurs that materially interferes with LICENSEE’S utilization of the Licensed Premises, LICENSEE, as its sole remedy, in lieu of any and all other remedies at law, or in equity, may terminate this Agreement at any time thereafter by giving LICENSOR thirty (30) days prior written notice to that effect, and such termination shall be effective at the end of such thirty (30) day period, provided, however, that such termination will not be effective if LICENSOR substantially eliminates such interference within thirty (30) days of LICENSEE’S termination notice, or if LICENSOR commences curing the interference within said thirty (30) day period and thereafter continuously and diligently pursues a cure to the interference. LICENSEE shall pay LICENSOR any fees due for the period up to the termination of this Agreement. If this Agreement is terminated by LICENSEE for uncurable interference with LICENSEE’S use of the Licensed Premises, any advance payments for periods after the termination of this Agreement will be reimbursed to LICENSEE. (c) Any dispute relating to the interpretation of this Section 7 pertaining to harmful or detrimental interference shall be interpreted and resolved in accordance with applicable FCC rules, regulations and policies. Notwithstanding the foregoing, any interference with LICENSOR’S public safety radio system, including interference that is caused by LICENSOR’S operation, modification, and/or upgrades of its public safety radio system, shall be resolved at the expense of LICENSEE. (d) LICENSOR reserves the right to require LICENSEE to relocate, at any time during the Term with thirty (30) days prior written notice, one or more of its antenna(s) and/or equipment within the Licensed Premises to a location reasonably acceptable to LICENSEE, and LICENSEE agrees to relocate said antenna(s) and/or equipment at LICENSOR’S expense, provided that said relocation does not substantially change the operation of LICENSEE’S Equipment and/or Additional or Modified Equipment. 8. Radio Frequency (RF) Emissions Compliance. (a) LICENSEE is aware of its obligation to comply with all applicable rules and regulations of the FCC pertaining to RF emissions standards, as well as all applicable rules and/or regulations of any other federal or state agency (including but not limited to OSHA) having jurisdiction over the installation, operations, maintenance and/or working conditions involving RF emissions and/or safety and work standards performed on or near communication towers and antenna. LICENSEE agrees to be solely responsible for compliance with all applicable FCC and other governmental requirements with respect to the installation, operation and maintenance of, and repairs to, its Equipment and/or Additional or Modified Equipment at the Licensed Premises. LICENSEE will immediately remedy its operations to comply with such laws, rules, ordinances and regulations as they apply to its operations. (b) LICENSEE shall take any and all steps required to cooperate with all licensees and users at the Facilities to comply individually and in the aggregate with all applicable FCC and other governmental RF emissions standards. In this respect and in the event LICENSEE’s Equipment and/or Additional or Modified Equipment are not in compliance with applicable FCC and other governmental RF emissions standards, LICENSEE agrees to pay LICENSOR its pro rata share of the cost of any engineering studies performed at the request of the LICENSOR at the Licensed Premises, involving measurement and RF emissions compliance pertaining to the Licensed Premises. 9. Structural Modifications and Repairs. In the event LICENSOR, in its sole discretion, determines that any structural modifications or repairs are necessary to any portion of the Licensed Premises due to the presence of LICENSEE’S Equipment, Additional or Modified Equipment, or other LICENSEE improvements, LICENSOR shall notify LICENSEE of the needed structural modifications or repairs, and the following procedures shall apply: (a) if structural modifications are necessary prior to LICENSEE’S installation or modification of the Equipment and/or Additional or Modified Equipment, then either: (i) LICENSEE shall, at its sole cost and expense, promptly make all such noticed modifications in accordance with Section 5 hereof; or, Page 5 of 18 P-50319 PHO Central Court – Madison SC (ii) if such noticed modifications are not completed within sixty (60) days of such notice (or additional time if reasonably required to complete the structural modifications or repairs), either Party shall have the right to terminate this Agreement by giving the other Party thirty (30) days’ prior written notice. (b) if repairs are necessary due to the presence of LICENSEE’S Equipment and/or Additional or Modified Equipment, LICENSEE shall, at its sole cost and expense, promptly make all such noticed repairs in accordance with Section 5 hereof; provided, however, that in the event of an emergency, LICENSOR shall have the right to make such modifications or repairs at LICENSEE’S expense, upon notice to LICENSEE, and such sum shall be immediately due upon the rendering of an invoice as an additional fee hereunder. 10. Removal of LICENSEE’S Equipment and Additional or Modified Equipment. Provided that LICENSEE is not in default in the performance of its obligations hereunder, at the expiration of this Agreement or earlier termination thereof, LICENSEE shall remove any and all of the Equipment and Additional or Modified Equipment. Such removal shall be performed pursuant to the guidelines set forth in Section 5 of this Agreement, without any interference, damage or destruction to any other equipment, structures or operations at the Facilities or any equipment of other licensee or tenants thereon. LICENSEE shall submit a removal plan for LICENSOR’S written approval, such approval not to be unreasonably withheld or delayed. Any and all interference or damage caused to the LICENSOR’S equipment or equipment of other licensees or tenants by such removal shall be immediately repaired or eliminated by LICENSEE. If LICENSEE fails to make such repairs, at LICENSEE’S sole cost and expense, within thirty (30) days after the occurrence of such damage, injury or interference, LICENSOR may perform all the necessary repairs at LICENSEE’S cost and expense and such sum shall be immediately due upon the rendering of an invoice as an additional fee hereunder. 11. Indemnification. (a) LICENSEE shall indemnify and hold LICENSOR harmless from (i) all costs of any damage done to the facilities or equipment of LICENSOR, and/or other licensee, tenant, or sub-tenant equipment or personal property located within the Facilities and/or Licensed Premises, to the extent the damage is caused by LICENSEE’S installation, operation or maintenance of the Equipment, Additional or Modified Equipment, or other improvements, or due to LICENSEE’S negligence; and (ii) any claims, demands, or causes of action for personal injuries, including any payments made under any worker’s compensation law or any plan of employee disability and death benefits, to the extent caused by LICENSEE’S installation, maintenance and operation or removal of LICENSEE’S Equipment at, or use of, the Licensed Premises, or due to LICENSEE’S negligence, except for damages, costs, claims, causes of action or demands caused by the negligence or willful misconduct of LICENSOR. (b) LICENSOR shall not be responsible or liable to LICENSEE for any loss, damage or expense that may be occasioned by, through, or in connection with, any acts or omissions of other licensees, tenants, or sub-tenants occupying the Facilities and/or Licensed Premises. LICENSEE hereby assumes the risk of the inability to operate as a result of: (i) any structural or power failures at the Licensed Premises not arising from the negligence or intentional misconduct of LICENSOR; or (ii) failure of LICENSEE or LICENSEE’S Equipment and/or Additional or Modified Equipment for any reason whatsoever, and agrees to indemnify and hold LICENSOR harmless from all damages and costs of defending any claim or suit for damages of any kind, including but not limited to business interruption and attorneys’ fees, asserted against LICENSOR by reason of such failure. 12. Damage or Destruction. LICENSOR and LICENSEE agree that LICENSOR shall in no way be liable for loss of use or other damage of any nature arising out of the loss, destruction or damage to the Licensed Premises or to LICENSEE’S Equipment and/or Additional or Modified Equipment located thereon, by fire, explosion, windstorms, water or any other casualty or acts of third parties. In the event the Licensed Premises or any part thereof is damaged or destroyed by the elements or any other cause, LICENSOR may elect to repair, rebuild, or restore the Licensed Premises or any part thereof, to the same condition as it was immediately prior to such casualty, and LICENSOR shall promptly notify LICENSEE of its election. In such event, the payments required herein shall cease as of the date of such casualty until the Licensed Premises, in LICENSOR’S reasonable opinion, is restored to a usable condition for LICENSEE’S operation. If LICENSOR chooses not to repair, restore or rebuild the Licensed Premises, or if LICENSOR fails to repair, restore, or rebuild the Licensed Premises within ninety (90) days after the casualty, then either Party may terminate the Agreement upon sending a notice of termination of this Page 6 of 18 P-50319 PHO Central Court – Madison SC Agreement to the other Party. If this Agreement is terminated in accordance with this Section 12, the payments required herein shall terminate as of the date such notice of termination is received. 13. Condemnation. In the event that any public or quasi-public authority under a power of condemnation or eminent domain takes any part of the Licensed Premises or any access way required by LICENSEE for the conduct of its telecommunications facility, this Agreement shall terminate as of the date title to such property vests in the condemning authority. Sale of all or part of the Licensed Premises to a purchaser with the power of eminent domain in the face of the exercise of that power shall be deemed a taking by condemnation. 14. Insurance and Subrogation. (a) LICENSEE shall keep in full force and effect during the Term a commercial general liability insurance policy, including blanket contractual and products/completed operations coverage, with the limits of liability of Four Million Dollars ($4,000,000.00) per occurrence for bodily injury (including death) and damage to property, and worker’s compensation in compliance with the statutory requirements of the state(s) of operation. Said insurance policy shall be primary and the commercial general liability insurance shall include LICENSOR as an additional insured as their interest may appear under this Agreement. Upon receipt of notice from its insurer(s), LICENSEE shall endeavor to provide LICENSOR with thirty (30) days prior written notice of cancellation of coverage. Additionally, LICENSEE shall obtain a waiver of subrogation from its insurer on the worker’s compensation policy listed above. LICENSEE shall be required to furnish to LICENSOR, prior to the installation of the Equipment and Additional or Modified Equipment, and for the duration of this Agreement thereafter, current certificates of insurance confirming that the insurance coverage as specified herein is in full force and effect. (b) LICENSEE acknowledges that LICENSOR is self-insured. (c) Notwithstanding the foregoing insurance requirements, the insolvency, bankruptcy, or failure of any insurance company carrying insurance for LICENSEE, or failure of any such insurance company to pay claims accruing, shall not be held to waive any of the provisions of this Agreement or relieve LICENSEE from any obligations under this Agreement. 15. Notices. All notices, demands, requests or other communications which are required to be given, served or sent by one Party to the other pursuant to this Agreement shall be in writing and shall be mailed, postage prepaid, by registered or certified mail, or forwarded by a reliable overnight courier service with delivery verification, to the following addresses for LICENSOR and LICENSEE, or such address as may otherwise be designated in writing by either Party: IF to LICENSOR: Maricopa County Real Estate Department ATTN: Director 2801 W. Durango Street Phoenix, AZ 85009 IF to LICENSEE: Verizon Wireless (VAW) LLC, dba Verizon Wireless 180 Washington Valley Road Bedminster, NJ 07921 ATTN: Network Real Estate Site: PHO Central Court – Madison SC Notice given by certified mail or by reliable overnight courier shall be deemed delivered on the date of receipt (or on the date receipt is refused) as shown on the certification of receipt or on the records or manifest of the U.S. Postal Service or such courier service. 16. Default. (a) Any one or more of the following events shall constitute a default (“Default”) under this Agreement: (i) the failure by LICENSEE to pay monetary amounts due under this Agreement within fifteen (15) days after LICENSOR provides written notice thereof to LICENSEE; (ii) if either Party fails to observe or perform any non-monetary obligations under this Agreement and does not cure such failure within thirty (30) days from its receipt of written notice of breach, or if the breach by its nature cannot be cured Page 7 of 18 P-50319 PHO Central Court – Madison SC within said thirty (30) day period, the defaulting Party shall not be in default if it commences curing within said thirty (30) day period and thereafter continuously and diligently pursues the cure to completion; (iii) abandonment of either the Equipment and/or Additional or Modified Equipment, or that portion of the Licensed Premises upon which the LICENSEE Equipment and/or Additional or Modified Equipment was installed, provided that LICENSEE shall not be deemed to have abandoned the Licensed Premises so long as it continues to timely make annual License Fee payments hereunder; (iv) prosecution of any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign relating to bankruptcy, insolvency, reorganization or relief with respect to LICENSEE, or seeking reorganization, arrangement, adjustment, winding-up liquidation, dissolution, composition or other relief with respect to LICENSEE or LICENSEE’S debts that is not dismissed within ninety (90) days after LICENSEE’s receipt of notice thereof; (v) the making by LICENSEE of an assignment or any other arrangement for the general benefit of creditors. (b) In the event of a Default, the non-defaulting Party shall be entitled at non-defaulting Party’s option to terminate this Agreement, if terminated, LICENSEE shall remove all of LICENSEE’S Equipment, Additional or Modified Equipment, improvements, personnel or personal property located at the Licensed Premises at LICENSEE’S cost and expense. In the event that LICENSOR should, as a result of the Default in the performance by LICENSEE of its obligations hereunder, incur any costs or expenses on behalf of LICENSEE or in connection with LICENSEE’S obligations hereunder, such sums shall be immediately due to LICENSOR upon rendering of an invoice as an additional fee hereunder accompanied by reasonable supporting documentation. (c) At any time, or from time to time, after the removal of the LICENSEE’S property from the Licensed Premises pursuant to Section 16 (b) above, whether or not the current Term of this Agreement shall have been terminated, LICENSOR may (but shall be under no obligation to) re-license LICENSEE’S former space at the Licensed Premises, or any part thereof, for such term or terms (which may be greater than or less than the period which would otherwise have constituted the balance of the Term) and on such conditions (which may include concessions or free rent) and for such uses as LICENSOR, in LICENSOR’S absolute discretion, may determine, and may collect and receive payments therefrom. LICENSOR shall not be responsible or liable for any failure to re-license LICENSEE’S former space at the Licensed Premises or any part thereof or for any failure to collect any payments due upon any such re-licensing. (d) No Default by LICENSEE pursuant to this Section 16, by operation of law or otherwise (except as expressly provided herein) shall relieve LICENSEE of LICENSEE’S obligations or liabilities hereunder, all of which shall survive such Default for the remainder of the Term. Notwithstanding the foregoing, in the event of LICENSEE Default pursuant to this Section 16, the annual License Fee payments shall cease to be due and payable on the calendar day immediately preceding the next annual anniversary of the Commencement Date after the Default, or ninety (90) days after the removal of LICENSEE’S Equipment and/or Additional or Modified Equipment, whichever is later. (e) All of the rights, powers, and remedies of either Party provided for in this Agreement or now or hereafter existing at law or in equity, or by statute or otherwise, shall be deemed to be separate, distinct, cumulative, and concurrent. No one or more of such rights, powers, or remedies, nor any mention or reference to any one or more of them in this Agreement, shall be deemed to be in the exclusion of, or a waiver of, any other rights, powers, or remedies provided for in this Agreement, or now or hereafter existing at law or in equity, or by statute or otherwise. The exercise or enforcement by either Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise or enforcement by such Party of any or all of such other rights, powers, or remedies. 17. Assignment. (a) LICENSOR reserves the right to assign, transfer, mortgage or otherwise encumber the Licensed Premises and/or its interest in this Agreement. LICENSEE shall, within 30 days of receipt, execute and deliver to LICENSOR such further reasonable instruments subordinating this Agreement, as may be required by LICENSOR in connection with LICENSOR’S contemplated transaction, provided that, as a condition of such subordination, the assignee, transferee, mortgagee or encumberer (i) recognizes LICENSOR’S interest under this Agreement, and (ii) does not disturb LICENSEE in LICENSEE’s possession of the Licensed Premises during the Term, or in the enjoyment of LICENSEE’s rights under this Agreement. (b) LICENSEE may not assign, transfer, or otherwise encumber its interest in this Agreement without the prior written consent of LICENSOR, which consent may be withheld or delayed at the sole discretion of LICENSOR. Notwithstanding the foregoing, LICENSOR agrees that LICENSEE may assign this Agreement, upon prior notice to LICENSOR but without LICENSOR’S consent, to: (1) LICENSEE’S principal, affiliates, subsidiaries of its principal; or (2) any entity acquiring a controlling interest of LICENSEE’S stock or assets, or to any Page 8 of 18 P-50319 PHO Central Court – Madison SC party which acquires substantially all of the assets of LICENSEE; provided, however, such assignment shall not relieve LICENSEE of its obligations under this Agreement unless the assignee assumes LICENSEE’s obligations hereunder in writing. 18. Renovation of Facilities. LICENSOR reserves the right, in its sole discretion, to renovate, replace or rebuild the Facilities adjacent to and/or within the Licensed Premises. In such event, LICENSOR shall provide LICENSEE with space at the Facilities reasonably acceptable to LICENSEE and suitable to allow LICENSEE to continue to operate the Equipment and/or Additional or Modified Equipment in a substantially similar manner during any such construction period. In the event LICENSOR requires LICENSEE to relocate its Equipment and/or Additional or Modified Equipment, LICENSOR shall be solely responsible for the costs associated with removing and re-installing the Equipment and/or Additional or Modified Equipment. LICENSEE shall have the right to establish a temporary facility on the Licensed Premises to provide such services as LICENSEE deems necessary during any such renovation, replacement or reconstruction by LICENSOR for so long as adequate space is available and such temporary facility does not interfere with such construction or use by the other licensees, tenants and customers on the Licensed Premises. The location of such temporary facility shall be subject to LICENSOR’S approval, which shall not be unreasonably withheld or delayed. 20. Environmental. LICENSOR warrants and agrees that neither LICENSOR nor, to LICENSOR'S actual knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (as defined below) on, under, about or within the Licensed Premises in violation of any law or regulation. LICENSOR and LICENSEE each agree and represent that they will not use, generate, store or dispose of any Hazardous Material on, under, about or within the Licensed Premises in violation of any law or regulation. LICENSEE agrees to defend and indemnify LICENSOR and its partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) caused by LICENSEE’S breach of any warranty or agreement contained in this Section. LICENSOR agrees to defend and indemnify LICENSEE and its partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) caused by LICENSOR’S breach of any warranty or agreement contained in this Section. “Hazardous Material” shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 21. Disputes. (a) In the case of any dispute over any items in this Agreement, the Parties agree to use their best efforts to enter into good faith negotiations to resolve the disputed matters. If the dispute cannot be resolved during good faith negotiations, the dispute shall be submitted to mandatory, binding arbitration, provided however, that any dispute that falls within the jurisdiction of any administrative or federal agency shall be heard and resolved by the tribunal required by such administrative or federal agency. Notice of the dispute must be in writing to the other Party, made pursuant to Section 15 of this Agreement, and shall provide a summary of the issue of the dispute. The Parties shall confer within thirty (30) calendar days of the other Party’s receipt of such notice and must, within ten (10) calendar days after conferring, agree on a mutually acceptable arbitrator. If the Parties cannot agree, each Party shall name one (1) arbitrator, who shall together select a third arbitrator. Any decisions made shall be made by a majority of the panel of three (3) arbitrators. (b) The Party not prevailing in the arbitration shall pay to the prevailing Party a sum which the arbitrator determines is reasonable for attorney fees and costs. If appeal is taken from the arbitration, the Party not prevailing in the appeal shall pay to the prevailing Party such sum as the court shall adjudge reasonable as attorney fees and court costs. (c) LICENSOR and LICENSEE each hereby waive trial by jury in any action, proceeding or counterclaim brought by either Party against the other on any matter arising out of or in any way related to this Agreement. 22. Miscellaneous. (a) The failure of either LICENSEE or LICENSOR to insist upon the complete performance of any of the terms and provisions of this Agreement to be performed on the part of the other, or to take any action permitted as a result thereof, shall not constitute a waiver or relinquishment of the right to insist upon full and complete performance of the same, or any other covenant or condition, either in the past or in the future. (b) Each Party agrees to furnish to the other, within thirty (30) days after request, such truthful estoppel information as the other may reasonably request. (c) This Agreement constitutes the entire agreement and understanding of the Parties, and supersedes all offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to this Agreement must be in writing and executed by both Parties. Page 9 of 18 P-50319 PHO Central Court – Madison SC (d) If either Party is represented by a real estate broker in this transaction, that Party shall be fully responsible for any fee due such broker, and shall hold the other Party harmless from any claims for commission by such broker. (e) LICENSEE shall not be considered an officer, employee or agent of LICENSOR. LICENSEE’S officers, agents, employees and guests shall not be considered employees of Maricopa County and they shall not be entitled to receive any of the benefits associated with regular employment with Maricopa County. (f) This Agreement is not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement or relationship, partnership or formal business organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. (g) This Agreement creates a license only and LICENSEE acknowledges that LICENSEE does not and shall not claim at any time, any real property interest or estate of any kind or extent whatsoever in the Licensed Premises by virtue of this Agreement or LICENSEE’S use of the Licensed Premises pursuant hereto. (h) Neither this Agreement nor any memorandum hereof shall be recorded in the land records of any county or city or otherwise without the prior written consent of LICENSOR. (i) If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. (j) This License may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. (k) The submission of this Agreement for examination does not constitute an offer to license the Licensed Premises, and this Agreement becomes effective only upon the full execution of this Agreement by the Parties hereto. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE(S) FOLLOWS] Page 10 of 18 P-50319 PHO Central Court – Madison SC IN WITNESS WHEREOF, the Parties have caused this Communications License Agreement to be executed by their duly-authorized representatives as of the last date written below. LICENSEE: Verizon Wireless (VAW) LLC, d/b/a Verizon Wireless By: _________________________________________ Name: Desmond Jackbir Date Title: Director, Network Field Engineering LICENSOR: Maricopa County, a political subdivision of the State of Arizona By: _________________________________________ Name: Bill Gates Title: Chairman, Board of Supervisors ATTEST: Clerk of the Board Date APPROVED AS TO FORM: Deputy County Attorney Date Page 11 of 18 P-50319 PHO Central Court – Madison SC EXHIBIT “A” Equipment MICRO-CELL FACILITY NAME: PHO CENTRAL COURT – MADISON_SC LICENSEE: Verizon Wireless (VAW) LLC, d/b/a Verizon Wireless The mounting method and exact location of the space and equipment listed herein shall be subject to LICENSOR’S approval. Total Inventory of Equipment between 19’9” and 26’7” Above Ground Level: Four (4) Antennas Dimensions: each antenna measures 11.9” by 7.1” by 24.0” Two (2) Fiberglass Screen Enclosures Dimensions: each enclosure measures is 1’6” by 1’11” by 6’10” One (1) horizontal Sheet Metal Coax Cable Tray Eight (8) lines of ½” coaxial cable Total Inventory of Equipment between 0’0” and 26’7” Above Ground Level One (1) vertical Sheet Metal Coax Cable Tray Frequencies: Transmit: 2120-2135 & 2170-2180 MHz Receive: 1720-1735 & 1770-1780 MHz Ground Space Approximate Dimensions: 3.0’ x 4.0’ = 12 square feet (approximate) Equipment Pad: 3.0’ x 4.0’ = 12 square feet (approximate) Pedestal Electric Meter and Disconnect Pad: 2’ x 2’ = 4 square feet (approximate) Ground Space Equipment: Verizon Equipment Cabinet Electric Meter and Electric Disconnect Switch housed within Verizon Pedestal Underground Equipment at the 3’0’’ Below Ground Level to the 0’0” Above Ground Level: Three (3) 4” diameter Coax Conduits Coax Cables in conduits APS Primary and Secondary Electrical Service Lines (Direct buried cable or in APS specified conduit) Verizon Electric Feeder Circuits (in conduit) from Verizon Pedestal to Verizon Equipment Cabinet Underground Equipment at the 10’0’’ Below Ground Level to the 0’0” Above Ground Level: Grounding Rods (every 10 feet) to a depth of 10’ below grade and Grounding Ring at a depth of 2’ below grade NOTE: EXCEPT PURSUANT TO SECTION 5 OF THE AGREEMENT, ANY (i) CHANGE IN THE NUMBER, SIZE, PLACEMENT, ARRAY, OR LOCATION OF THE EQUIPMENT LISTED ABOVE IN THIS EXHIBIT A, (ii) CHANGE IN FREQUENCY FROM THAT LISTED ABOVE IN THIS EXHIBIT A, OR (iii) INCREASE IN THE SIZE OR FOOTPRINT OF THE LICENSED PREMISES SHALL REQUIRE THE WRITTEN CONSENT OF THE LICENSOR AND A WRITTEN AMENDMENT TO THIS AGREEMENT. NOTE: AUDIBLE ALARMS RELATED TO GENERATOR AND HVAC EQUIPMENT SHALL BE PERMANENTLY DISABLED. Page 12 of 18 P-50319 PHO Central Court – Madison SC EXHIBIT “B” Licensed Premises SEE NEXT PAGE Page 13 of 18 P-50319 PHO Central Court – Madison SC EXHIBIT “C” COMMENCEMENT DATE CONFIRMATION LICENSOR: Maricopa County a Political Subdivision of the State of Arizona LICENSEE: Verizon Wireless (VAW) LLC, a Delaware limited liability corporation, d/b/a Verizon Wireless This Commencement Date Confirmation is made by the undersigned LICENSOR and LICENSEE pursuant to that certain License Agreement No. P50319 which was fully executed on ________________________, 20__ for use of the Licensed Premises adjacent to LICENSOR’S South Court Tower and 225 Madison facilities located in Phoenix, Arizona. LICENSOR and LICENSEE hereby agree that the Commencement Date of the License is _________________, 20__ and the Term of the License will expire on ___________________, 20__. LICENSOR: LICENSEE: Maricopa County Verizon Wireless (VAW) LLC, d/b/a Verizon Wireless By: By: Its: DIRECTOR, REAL ESTATE Its: Page 14 of 18 P-50319 PHO Central Court – Madison SC EXHIBIT “D” Construction Plans SEE NEXT PAGE Page 15 of 18 P-50319 PHO Central Court – Madison SC EXHIBIT “E” Installation and Maintenance Standards Purpose: The purpose of these Standards is to insure that the installation of all Equipment at the Licensed Premises meets or exceeds established Electronics Industry Association (EIA) standards. These Standards have been developed to insure a safe, interference free operating environment for LICENSOR licensees. LICENSOR reserves the right to make changes and/or modifications to these standards, from time to time, and shall provide Licensee with thirty (30) days prior written notice of any such changes or modifications. General Considerations: All RF equipment installed must be FCC Type Accepted for Radio Service and frequencies proposed in the Agreement. All 929/931 MHz PCP/RCC paging licensees are REQUIRED to install a bandpass filter on the final output of their transmitter. The bandpass filter should provide a minimum of 40dB attenuation at 896-901 MHz. Repeater systems shall have, as a minimum requirement, a single stage isolator and a bandpass/reject type duplexer. Notch type duplexers are not acceptable. All installed equipment shall be housed in suitable EIA approved enclosure(s) or equipment rack(s). All enclosure doors and covers shall remain closed and locked at all times except during actual equipment servicing. Licensed Premises access keys, if any, obtained by LICENSEE will not be duplicated. LICENSEE will refrain from making any adjustments to any LICENSOR equipment (heating, ventilation, air conditioning, generator, etc.) within the Licensed Premises and/or LICENSOR’S Facilities. Installation Standards: All LICENSEE installations require the use of certified electronics technicians, steeplejacks, electricians or licensed contractors that have received LICENSOR approval prior to commencing any installation work. All installation work shall be in accordance with a previously approved installation plan. LICENSOR at its sole discretion shall have the right to supervise the installation of any and all equipment. Certificates of Insurance may also be required by LICENSOR of any installer. All installation work shall conform to established EIA/TIA and manufacturer’s installation standards, as well as any special standards imposed by LICENSOR. All work shall be performed in a neat and workmanlike manner. Any new installation will not cause mechanical, electrical or electronic interference to other licensee RF equipment, other associated licensee equipment, or any LICENSOR equipment located in the equipment shelter, generator shelter, tower structure or anywhere else on the site. All installations shall comply with all applicable local, state and federal requirements. In the absence of any applicable government standards, applicable BOCA and NEC Codes, as well as EIA and TIA Standards will apply. Equipment shall be installed in locations and positions set forth in Exhibit D. If, for any reason, the proposed installation cannot conform to these instructions, LICENSOR shall be contacted prior to any further work. Transmission Line(s): All transmission lines shall be Heliax® Low Density Foam (LDF) Cable or approved equal with a minimum diameter of 0.5 inch (Andrew LDF4-050A or approved equal). All transmission lines will be attached to tower waveguide ladders using stainless steel hangers (Andrew 42396A Series or approved equal) secured to waveguide ladders with stainless steel barrel bolts (Andrew 31769 Series or approved equal). The use of stainless steel angle adapters (Andrews 31768-A or approved equal) is authorized. Cable ties, either metal or plastic, are not approved. Transmission lines shall be connected through an acceptable lightning arrester (Polyphaser ISPT50HN series or approved equal) located inside the equipment room and connected to the internal building “halo” ground buss. All transmission lines of less than 300 FT AGL overall length shall be equipped with three (03) standard grounding kits (Andrews 204989 Series or approved equal) mounted at the top and bottom of the vertical waveguide ladder and at the waveguide entry port on provided “halo” ground busses. All transmission lines of more than 300 FT AGL overall length shall be equipped with four (04) standard grounding kits (Andrews 204989 Series or approved equal) mounted at the top midpoint and bottom of the vertical waveguide ladder and at the waveguide entry port on provided “halo” ground busses. All transmission lines shall enter the equipment room through the provided four (4) or five (5) inch diameter waveguide entry port. Licensee is responsible for providing the appropriately sized waveguide entry port boot and boot cushion (Mircoflect B Series or approved equal). All transmission lines shall be tagged at the top and bottom of each run near the connector with an identification tag containing the LICENSEE’S’s name, FCC or IRAC call sign, and the frequency assigned. Brass tags with copper wire are preferred. Plastic tags with vinyl labels or indelible ink markings are acceptable. Interior routing of transmission line(s) shall be via LICENSOR provided “unistrut” waveguide supports and using LICENSEE provided stainless steel hangers (Andrews 42396A Series or equal) to a point directly above LICENSEE’S equipment and should Page 16 of 18 P-50319 PHO Central Court – Madison SC terminate in the required lightning arrester. Cabling from the lightning arrester to LICENSEE’S equipment shall be by “Superflex”® cable, Heliax® transmission line no larger than 0.5 inch (LDF4-50A) or approved equal. The installed waveguide ladders shall not be utilized to route transmission line(s) where overhead Unistrut® is installed, but may be used to route cabling from the lightning arrester to LICENSEE’S Equipment. Power Cable Installations: Power cables will be connected to designated electrical outlets. At many tower sites, all available electrical all outlets are reserved for test equipment use only, due to circuit breaker size. If an outlet of suitable size is not available, the installation of a suitable outlet by a qualified electrician is the responsibility of the LICENSEE. One circuit breaker per cabinet is preferred. Installation of overhead outlets attached to the side of the cable ladder above LICENSEE’S Equipment by through bolting or by electrical box clamp is preferred. All electrical wiring shall be routed via electrical conduit or electrical metal tubing (EMT) using WATERTIGHT flexible jumpers. Wall runs are not authorized except to get to and from the cable or wire trays or ladder, where necessary. The use of Romex cable, BX cable or equal requires permission of LICENSOR. EIA or TIA approved lightning surge protection is required on all AC electrical circuits, in addition to any such protection provided by the utility. Grounding Requirements: All installed equipment cabinets and racks shall be grounded to the equipment room interior overhead “halo” ground buss. Termination to equipment to be via lug bolt. Termination to “halo” ground buss to be by split bolt or by “nicropress” pressure clamp. All equipment ground wires to be No. 6 AWG copper wire or better. Routing ground wire(s) via overhead cable ladders and trays is approved. Equipment Identification: All installed RF equipment will be equipped with an ID pouch/holder. This ID container shall display, as a minimum, the LICENSEE’S Name and an emergency contact number. Equipment Maintenance: LICENSEE shall be responsible for all maintenance of its installed equipment in accordance with all applicable rules, regulations, and laws. Maintenance work shall be performed by certified electronics technicians, steeplejacks, licensed electricians and contractors previously approved by LICENSOR. All equipment shall be maintained within normal operating parameters, as specified by the equipment manufacturer and in accordance with the FCC Type Acceptance certification(s). LICENSEE’S equipment will not be maintained or operated in a manner that will cause harmful interference to any existing equipment of other licensees using the Facilities. All LICENSEE entrance into and/or exit from the Licensed Premises shall be conducted in accordance with the terms of this Agreement which states that, except in the event of an emergency, LICENSEE must provide a minimum of two (2) hours advance notice of entry to LICENSOR’S Security Control Center at 602-506-3424 or scc@superiorcourt.maricopa.gov. It is the responsibility of the LICENSEE or his designated representative to ensure that the Licensed Premises are left in a clean and orderly condition before departing. Removal of Installed Equipment: Any or all removal of LICENSEE’S Equipment shall be performed by certified electronics technicians, steeplejacks, licensed electricians or licensed contractors previously approved by LICENSOR. All removal operations shall be in accordance with a previously approved removal plan. Removal operations shall be accomplished in a workmanlike manner without any interference, damage or destruction of any other equipment, structures or operations at the site or to any other equipment installed therein. All trash, scrap or debris shall be removed from the site along with all LICENSEE’S Equipment. The Licensed Premises shall be left in a clean and orderly condition after removal. Any equipment left by LICENSEE upon final departure from the Licensed Premises (all keys turned in) becomes the property of LICENSOR to do with as determined by LICENSOR. Additional Fees: Any work not performed or performed incorrectly by LICENSEE may be corrected in a timely manner by LICENSOR, at LICENSEE’S sole cost and expense, after notification by LICENSOR. If LICENSEE fails to correct an installation discrepancy in a timely manner, after proper notification by LICENSOR reserves the right to correct the discrepancy by other means at LICENSEE’S cost and bill the LICENSEE for all costs associated with that action. Page 17 of 18 EXHIBIT “F” MCSO Facilities Security Guidelines SEE NEXT PAGE