LICENSE P-50332 RE CENTURYLINK.PDF

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SITE SPECIFIC BUILDING ENTRY AGREEMENT
This Building Entry Agreement (“Agreement”) is made and entered into as of the date it is last
signed by all parties (“Effective Date”) by and between Maricopa County, a political subdivision
of the State of Arizona (“County”) and Qwest Corporation d/b/a CenturyLink QC, a Colorado
corporation (“Licensee”).
RECITALS
A. County owns certain real property located at 16821 N. Dysart Road, Surprise, AZ 85374
(“Property”), and owns the building situated on such Property (“Building”); Property and Building
are depicted on the attached Exhibit “A” and by this reference are made a part of this Agreement.
B. County desires to receive, and Licensee desires to provide, On-Net EPL Metro Ethernet
Access Connection 100 baseT hand-off 70Mbs (“Service”) to the Building pursuant to that certain
contract for the purchase of telecommunications carrier services known as Maricopa County Serial
05159-RFP Carrier Services, as amended by that certain CUSTOMER ENTRANCE BUILD
ADDENDUM FOR CENTURYLINK SERVICE (Pramata #1060964, dated
___________________, 2019) (collectively the “Contract”).
C. County is willing to grant to Licensee a license pursuant to the terms and conditions of
this Agreement to access to the Property and Building in order to provide the Service under the
Contract.
NOW, THEREFORE, in consideration of mutual covenants and other good and valuable
consideration, the receipt and sufficiency of which are acknowledged by the parties, County and
Licensee agree as follows:
AGREEMENT
1. Recitals. The Recitals, by this reference, are hereby incorporated into this Agreement.
2. License. County grants Licensee a license to enter the Property and Building to construct,
maintain, repair, operate and remove, at Licensee’s sole option and expense, certain wires, cables,
panels, conduit, lock-boxes, and other appurtenant fixtures and equipment (collectively, “Entrance
Facilities”) over, under, across and along the Property and Building, as may be necessary or useful
for delivering the Service to County and other occupants or tenants of the Building. County shall
provide Licensee access to the Property and Building during normal business hours (and at all
times during emergencies). Any proposed additions or modifications to the Entrance Facilities will
be submitted to County for its consent. County shall make a commercially reasonable effort to
approve the plans for such additions or modifications within five business days of submittal. The
rights granted to Licensee in this Agreement include the right, subject to County approval, to install
conduit for, or to direct bury, one or more fiber optic lines to connect Licensee’s communication
facilities located in the public right of way to its Entrance Facilities at the demarcation point within
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the Building, to utilize existing risers and pathways located in the Building approved by County,
and to bore holes in the Building at locations that are mutually agreed upon by County and
Licensee. Licensee will have exclusive use of any conduit it installs on the Property and Building.
Licensee will use the Entrance Facilities solely for the sole purpose of providing Service to County
and occupants and tenants of the Building. Nothing contained in this Section 2 will be construed
as granting to Licensee: (a) any property or ownership rights in the Property or Building or other
County real or personal property, except as may be provided for in this Agreement; or (b) creating
a partnership or joint venture between County and Licensee. Notwithstanding anything to the
contrary herein, if County fails to provide any approvals that are necessary for Licensee to provide
the Service to County, either by failing to timely provide such approvals or by imposing
unreasonable conditions or restrictions on Licensee, Licensee shall have no liability to County for
the failure or inability to provide the Service to County.
3. Construction. Prior to the commencement of any work in or near the Property or Building
(including periodic installation or maintenance of Entrance Facilities), Licensee shall, at its sole
cost and expense, prepare and deliver to County plans describing all proposed construction and
work. Licensee shall: (a) perform all work in a safe manner consistent with the highest
construction standards; (b) perform all work in such a way as to minimize interference with County
operations; (c) maintain workers’ compensation insurance in accordance with the law of the state
of Arizona; and (d) repair any damage to County’s landscaping, personal property or underground
facilities located on the Property or in the Building (including any necessary replacements),
reasonable wear and tear excepted, if such damage results directly from Licensee’s installation of
the Equipment, and subject to the removal requirements in Section 4, restore the Property and/or
Building to as near its condition prior to installation of the Equipment as may be practicable, to
County’s reasonable satisfaction, reasonable wear and tear excepted, and (e) obtain prior to the
commencement of any construction and work all federal, state and municipal permits, licenses and
approvals required in connection with such construction and work.
4. Equipment. County will not interfere with Licensee’s use, operation or maintenance of
the Entrance Facilities. County will not be liable for damage to, theft of, misappropriation of or
loss of Entrance Facilities, except if the cause is due to the gross negligence, or willful misconduct
of County, its employees, contractors or agents. Upon the expiration or termination of this
Agreement, Licensee may elect to abandon some or all of the Entrance Facilities and its personal
property in place, provided that if Licensee elects to remove any Entrance Facilities or personal
property from the Property and Building, it shall repair all damage caused by such removal,
reasonable wear and tear excepted.
5. Term. This Agreement will have an initial term of 60 months (“Initial Term”) commencing
on the Effective Date. Following the Initial Term, this Agreement will automatically renew for
two consecutive renewal terms of five (5) years each (each five-year period a “Renewal Term”).
Renewal Terms will be deemed automatically exercised unless Licensee or County provides
written notice to the other party of its intent not to renew this Agreement at least three (3) months
prior to the end of any term. Each Renewal Term will be on the same terms and conditions as set
forth in this Agreement. Either party may terminate this Agreement with a thirty (30) day written
notice to the other if Licensee is no longer providing the Service to the County or its
telecommunications services to any other occupant or tenant at the Building.
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6. Default. If Licensee fails to comply with the terms of this Agreement, this Agreement
may, at the County’s sole discretion, terminate on the date which is thirty (30) days following
receipt by Licensee of County’s notice to Licensee that Licensee is in default under this Agreement
specifying the nature of the default (unless Licensee has cured such default within such thirty (30)
day period, or written extension thereof). If County fails to comply with the terms of this
Agreement, this Agreement may, at the Licensee’s sole discretion, terminate on the date which is
thirty (30) days following receipt by County of Licensee’s notice to County that County is in
default under this Agreement specifying the nature of the default (unless County has cured such
default within such thirty (30) day period, or written extension thereof).
7. Notice. Whenever any notice, consent, approval, request or authorization and the like
(collectively, “Notice") is required or permitted under this Agreement, Notice must be in writing
and sent by certified mail, return receipt requested, postage prepaid or by a nationally recognized
overnight courier service to the following addresses:
To County: Maricopa County Real Estate Dept.
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
With a copy to: Maricopa County
Office of Procurement Services
Attn: Chief Procurement Officer
320 W. Lincoln Street
Phoenix, AZ 85003
To Licensee: Qwest Corporation d/b/a CenturyLink QC
100 CenturyLink Drive
Monroe, LA 71203
Attention: Construction Services
With a copy to: Qwest Corporation d/b/a CenturyLink QC
Attn: Sr. Global Relationship Mgr.
20 E. Thomas Street
Phoenix, AZ 85012
Notice will be deemed effective on the date shown on the return receipt if given by certified mail
or the confirmation of delivery form if Notice is given by overnight courier service. Rejection,
refusal to accept or the inability to deliver because of a changed address of which no Notice was
given will be deemed to be receipt of the Notice as of the date of rejection, refusal or inability to
deliver. Either party may change its above address by giving Notice of such address change in the
manner for giving Notice prescribed in this Section 7.
8. Indemnification. To the fullest extent permitted by law, and except for the negligence or
willful misconduct of County, its officers, employees, contractors, agents, or volunteers, Licensee
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shall defend, hold harmless and indemnify County and all of its officers, employees, agents, and
volunteers from and against any and all damages, claims, losses, liabilities, actions or expenses
(including, but not limited to reasonable attorneys’ fees, expert witness fees, court costs, and
reasonable attorneys’ fees and costs of appellate proceedings) (collectively “Claims”) relating to,
arising out of or alleged to have resulted from Licensee’s negligent acts or omissions or willful
misconduct, or failure to perform under this Agreement. The Licensee’s duty to defend, hold
harmless and indemnify County pursuant to this section shall arise in connection with any third
party claim, damage, loss or expense that is attributable or alleged to be attributable to bodily
injury, sickness, disease, including death, or to injury to, impairment, or destruction of property,
including but not limited to personal property belonging to Licensee and Licensee’s employees,
arising from or related to this Agreement, including claims resulting in whole or in part from the
acts, errors, mistakes, omissions, work or services of the Licensee or anyone for whose acts the
Licensee may be legally liable. The Licensee will be responsible for reasonable primary loss
investigation and defense and judgment costs where this Indemnification applies. Licensee’s
obligations under this section shall survive the expiration or earlier termination of this Agreement.
Licensee shall maintain insurance coverage for the entry and actions authorized in this Agreement
in accordance with the Contract; however, the amount and type of insurance coverage required
will in no way be construed as limiting the scope of the indemnity in this paragraph.
9. Miscellaneous. (a) County acknowledges that the consideration received by it in
connection with the grant of the License is the enhanced value of the Property and/or Building to
current or potential tenants or occupants attributable to the installation of the Entrance Facilities,
and therefore, at no time will County charge Licensee any monetary fee or assessment of any kind
in connection with this Agreement; (b) County acknowledges that Licensee may retain third parties
to exercise its obligations under this Agreement, and Licensee will cause the removal from the
Property and/or Building of any such third party to which County reasonably objects and for which
County gives notice of objection specifying the reasons therefor; (c) Licensee will not, at any
time, record or attempt to record in the public records this Agreement, any memorandum of this
Agreement, or any other instrument against the real property of County; (d) This Agreement
represents the full understanding of the parties with respect to its subject matter and cannot be
modified, amended or waived except in writing signed by both parties; and (e) the interpretation
and enforcement of this Agreement will be governed by the laws of the State of Arizona.
10. Counterparts, Facsimile and Electronic Mail Signatures. This Agreement may be
signed in several counterparts, each of which will be fully effective as an original and all of which
together will constitute one and the same instrument. Signatures to this Agreement transmitted by
facsimile or electronic mail will be deemed the equivalent of delivery of an original signature.
11. Conflict of Interest. This Agreement is subject to the applicable provisions of A.R.S. §38-
511.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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LICENSEE: COUNTY:
Qwest Corporation Maricopa County, a political subdivision
d/b/a CenturyLink QC of the state of Arizona
____________________________________ ___________________________________
Signature Bill Gates
Chairman of the Board of Supervisors
____________________________________
Printed Name, Title
____________________________________ ATTEST:
Date
____________________________________
Clerk of the Board Date
APPROVED as to FORM
____________________________________
Deputy County Attorney Date
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Exhibit “A”
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