LICENSE RE P-50317 COX COMMUNICATIONS.PDF

P-50317
C-78-18-XXX-L-00
COMMUNICATIONS FACILITIES LICENSE AGREEMENT (Commercial)
GROUND LESSEE SIGNING
This Communications Facilities License Agreement (“Agreement”) is entered into on the date last written below, by and
between Cox Communications Arizona, LLC d/b/a Cox Business, on behalf of itself and its affiliates (“Cox”) and
The Agua Fria Food and Clothing Bank, Inc., an Arizona non-profit corporation (“Lessee”). Pursuant to that certain
Lease Agreement dated September 16, 1998 (“Lease Agreement”), Lessee, an Arizona non-profit corporation leases
from Maricopa County, a political subdivision of the State of Arizona (“County”), property owned by County and located
at 405 E HARRISON DR , Avondale, AZ 85323 (the “Property”), as shown on Exhibit A attached hereto and incorporated
herein by this reference. Pursuant to that certain Lease Agreement, by and between Lessor and Lessee, Lessee leases
from Lessor a portion of the Leased Property commonly referred to as the Agua Fria Food Bank consisting of
approximately 5,500 square feet of leased space. The parties agree as follows:
1. Grant. Lessee grants Cox permission to install and maintain its communications, distribution and other facilities,
including, but not limited to, equipment, electronics, security and automation systems, cabling, wiring and other needed
equipment (“Facilities") on the Property to provide voice, video, data, monitored security and automation services, and
any other service now or hereafter offered by Cox (collectively, "Services") to occupants at the Property (“Tenants”)
and to utilize the Property, on a non-exclusive basis, for the transmission of Services and to install and maintain
appropriate facilities for such Services. Lessee further grants to Cox the non-exclusive right to enter the Property
including all common areas to install, connect, disconnect, transfer, service, remove and repair the Facilities during
normal business hours, except in case of emergency in which event Cox shall have the right to enter the Property outside
of normal business hours. Lessee further grants to Cox (i) the right to use any available conduit space which is now, or
is hereafter, located upon, under or over the Property, for the installation, operation, maintenance, and removal of Cox’s
Facilities and (ii) the right to intersect any such existing conduit from the public right of way or from Cox’s Facilities
located outside of the Property. Lessee hereby approves of the construction and installation of the Facilities in
accordance with the plans (the “Facilities Plans”) set forth on EXHIBIT B attached hereto and incorporated herein by
this reference, or, if no plans are attached as of the date of execution of this Agreement, the parties will, prior to Cox
commencing construction, cooperate in good faith to mutually approve the construction scope of work, and/or plans, as
the case may be, such approval not to be unreasonably withheld, conditioned or delayed. If Lessee requests, in writing
within ninety (90) days after the expiration or earlier termination of this Agreement, Cox shall remove the Facilities
(excluding “Internal Wiring” (defined below)) within sixty (60) days after receipt of Lessee’s request. Otherwise, Cox
have shall have the right to enter upon the Property and remove any portion or all of the Facilities and such right shall
survive the expiration or earlier termination of this Agreement. At Cox’s option, wiring and cabling may remain on the
Property. The Facilities are and shall remain the sole and exclusive property of Cox and shall not become fixtures of the
Property, except for the “Internal Wiring” which is defined as the wiring, ports and outlets located within a commercial
unit receiving Services back to the demarcation point.
2. Obligations of Cox. Cox agrees: (i) to pay for any materials and labor reasonably necessary to install the
Facilities; (ii) to keep the Property free of liens resulting from Cox’s installation or removal of the Facilities; (iii) to repair
any damage to the Property if such damage results directly from Cox's installation or removal of the Facilities; (iv) to
obtain all applicable government permits for the installation of the Facilities on the Property; (v) shall maintain (a)
Commercial General Liability insurance with a policy limit of at least $2,000,000 to protect Lessee and County against
bodily injury or damage resulting from Cox’s negligence or intentional misconduct with respect to the installation,
operation or maintenance of the Facilities on the Property, and (b) Worker’s Compensation insurance in statutory
amounts. Cox insurance policies hereunder shall be with insurers (i) licensed to do business in the state in which the
Property is located and (ii) carrying an A.M. Best rating of at least A-VIII. All policies, including any renewals thereof,
shall specify that such policy cannot be canceled without at least thirty (30) days written notice to the other party.
3. Obligations of Lessee. Lessee agrees: (i) not to use, move, disturb, or alter the Facilities, or interfere with the
Services, or knowingly permit any third party to do so; (ii) to disclose to Cox any information known to Lessee regarding

the nature and location of private utility lines located on the Property which are not identifiable under local Utility
Protection laws; and (iii) to make available electrical service for the Facilities installed by Cox.
4. Indemnification. Cox agrees to indemnify, defend and hold Lessee and County harmless from all third party
claims, suits, proceedings, liabilities, losses, costs, damages, and expenses, including reasonable attorneys' fees (the
“Claims”) for personal injury or property damages arising out of (a) the negligence or willful misconduct of Cox in
connection with Cox’s installation or removal of the Facilities at the Property; or (b) Cox’s breach of this Agreement
beyond any applicable notice and cure periods. Lessee agrees to indemnify, defend and hold Cox harmless from all
Claims for personal injury or property damages arising out of (a) the negligence or willful misconduct of Lessee, its
employees or agents; or (b) Lessee’s breach of this Agreement beyond any applicable notice and cure periods. Lessee
shall also indemnify, defend and hold Cox harmless for (i) any and all Claims by County, or (ii) any and all Claims by any
entity claiming any interest in any portion of the Property, or (iii) any successor or assign of the parties described in this
sentence for trespass or any unauthorized or unwarranted use or occupancy of the Property by or through Cox arising
out of or in connection with Cox’s use of the Property including, without limitation, the installation, operation,
maintenance, and removal of the Facilities. This provision shall survive the expiration or earlier termination of this
Agreement.
5. Term. The “Term” shall begin upon the date of execution by the last signing party hereunder, and continue for
five (5) years from the first day of the first full calendar month thereafter. The Term of this Agreement shall automatically
renew for consecutive one (1) year terms (each successive year being a “Renewal Term”) unless either party provides
sixty (60) days’ written notice of intent not to renew prior to the end of Term or Renewal Term to the other party, provided
that either party may terminate this Agreement with at least ninety (90) days prior written notice; however, Lessee shall
not have the right to terminate this Agreement at any time during which (i) Cox is providing Services, or (ii) Cox has a
service agreement in place with any Tenant. Cox may terminate this Agreement (iii) in the event Cox is unable to continue
the distribution of any Services because of any law, rule, regulation or judgment of any court (or any similar reason
beyond the reasonable control of Cox), (iv) if the applicable franchise or licenses are assigned, terminated, surrendered
or revoked for any reason, or (v) in the event that Cox elects to no longer provide Services to the Property. This
Agreement is subject to the provisions of A.R.S. § 38-511, the provisions of which are incorporated herein by this
reference.
6. Default. If either party fails to perform any material condition or agreement to be performed or observed by it
hereunder and such default is not cured within thirty (30) days, or the defaulting party has not commenced such cure
the default within thirty (30) days after the defaulting party’s receipt of written notice from the non-defaulting party, the
non-defaulting party may immediately terminate this Agreement by providing written notice to the defaulting party.
7. Miscellaneous. This Agreement is the entire understanding between the parties and supersedes any prior
agreements or understandings whether oral or written. This Agreement may not be amended except by a written
instrument executed by both parties and acknowledged by County. This Agreement is governed by the laws of the state
where the Property is located. Lessee acknowledges that (i) this Agreement and Cox's rights granted herein shall be
binding upon Lessee's successors and assigns, and (ii) Lessee shall notify any successor of Cox’s right under this
Agreement and provide such party a copy hereof. Each Party has the full right and authority to execute this Agreement
and grant the rights and/or accept the obligations contained herein. Lessee represents that there are no prior or existing
agreements, nor will there be any agreements during the Term, that would be breached by Lessee’s execution of this
Agreement or by Cox's provision of the Services. Cox may assign this Agreement without consent, in whole or part, to
(i) to any affiliate of Cox; (ii) any entity merging with, or acquiring substantially all of the assets of, Cox or (iii) any services
provider that provides Services to any Tenant. Notices required to be given shall be sent by U.S. Certified Mail, postage
prepaid, return receipt requested, or national overnight courier to the address set forth below. Cox shall determine the
appropriate date to begin construction and/or installation of the Facilities at the Property and the commencement of the
provision of Services to Tenants. In the event of bankruptcy of any Tenant or Lessee, or in the event of a Service
disconnection order, Cox shall have the right to enter upon the Property to recover the Facilities. Copies of notices sent
to Cox or Lessee shall be sent to County at the following Address:
To Lessee: Agua Fria Food & Clothing Bank To Cox: Cox Business - BAA
Attn: President Attn: Gayle Porterfield
405 E. Harrison Avenue 3010 W. Agua Fria Freeway
Avondale, AZ 85323 Phoenix, AZ 85027
With a copy to County: Maricopa County Real Estate Dept.
Attn: Director
2801 W. Durango Street

Phoenix, AZ 85009
8. Termination of Lease. In the event of any termination of the Lease, this Agreement shall terminate and the
parties shall be relieved from all further liabilities and obligations hereunder; however, if this Agreement or the Lease
Agreement terminates as a result of any default of Cox under this Agreement or the Lease Agreement, Cox shall be
liable for all damage suffered as a result of such termination.
9. The County’s Consent. This Agreement is subject to and conditioned upon the written consent of the County,
and the parties shall have no rights hereunder until the consent of the County is obtained in writing.
C-78-18-XXX-L-00
P-50317
RE: Property located at: 405 E. HARRISON DR., Avondale, AZ 85323
LESSEE: COX:
Agua Fria Food and Clothing Bank, Inc. Cox Communications Arizona, LLC
Signature: Signature:
Name: James David Schwake Name: Gayle Porterfield
Title: Chairman Title: Director, Cox Business
Date: Date: ________________________, 2018
Address: 405 E. Harrison Drive Address: 3010 W. Agua Fria Freeway
Avondale, AZ 85323 Phoenix, AZ 85027
Property Contact: Leanne Leonard Telephone: 623-328-3228
Telephone: 623-932-9135 Fax: 866-272-5777
Fax:
COUNTY ACKNOWLEDGEMENT:
__________________________________________
Steve Chucri, Chairman of the Board of Supervisors
ATTEST: Approved as to Form:
__________________________________________ _________________________________________
Clerk of the Board Date Deputy County Attorney Date

C-78-18-XXX-3-00
P-50317
EXHIBIT “A”
Property
405 E. Harrison Drive, Avondale, AZ 85323

C-78-18-XXX-3-00
P-50317
EXHIBIT “B”
Facilities Plans