ORIGINAL COX LICENSE V6.DOCX

COMMUNICATIONS FACILITIES LICENSE AGREEMENT (Commercial)
GROUND SUBLESSEE SIGNING
P-50300
C-70-17-016-3-00
This Communications Facilities License Agreement (“Agreement”) is entered into on ______________, 2017, by and between
Cox Communications Arizona, LLC d/b/a Cox Business, on behalf of itself and its affiliates (“Cox”) and The United Food
Bank, an Arizona non-profit corporation (“Sublessee”). Pursuant to that certain Lease Agreement dated March 16, 2011
(“Master Lease”), Community Bridges, Inc., an Arizona non-profit corporation (“Lessee” and “Sublessor”) leases from Maricopa
County, a political subdivision of the State of Arizona (“County”), property owned by County and located at 358 E JAVELINA
AVE, Mesa, AZ 85210 (“Leased Property”), as shown on Exhibit A attached hereto and incorporated herein by this reference.
Pursuant to that certain Sublease Agreement dated March 16, 2011 (“Sublease”), by and between Sublessor and Sublessee,
Sublessee leases from Sublessor a portion of the Leased Property commonly referred to as the north warehouse consisting of
approximately 7,210 square feet of space in the Leased Property, as shown on Exhibit B (“Property”), attached hereto and
incorporated herein by this reference. The parties agree as follows:
1. Grant. Sublessee 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. Sublessee 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. Sublessee 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. Sublessee hereby approves
of the construction and installation of the Facilities in accordance with the plans set forth on EXHIBIT C attached hereto, 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 Sublessee 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 Sublessee’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) to shall maintain (a) Commercial General Liability
insurance with a policy limit of at least $2,000,000 to protect Sublessor, Sublessee 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 Sublessee. Sublessee 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 Sublessee 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.
CIR 104128 LE – Lessee Signing June 2016

4. Indemnification. Cox agrees to indemnify, defend and hold Sublessee, Sublessor 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. Sublessee 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 Sublessee, its employees or agents; or (b)
Sublessee’s breach of this Agreement beyond any applicable notice and cure periods. Sublessee shall also indemnify, defend
and hold Cox harmless for (i) any and all Claims by Sublessor and County, its parent company (ies), and/or any of its
subsidiaries or affiliates, 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 to the other party, provided that either party may
terminate this Agreement with at least ninety (90) days prior written notice; however, Sublessee 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 (i) 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), (ii)
if the applicable franchise or licenses are assigned, terminated, surrendered or revoked for any reason, or (iii) 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. This Agreement is governed by the laws of the state where the Property is located. Sublessee
acknowledges that (i) this Agreement and Cox's rights granted herein shall be binding upon Sublessee's successors and
assigns, and (ii) Sublessee 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. Sublessee represents that there are no prior or existing agreements, nor will there be any agreements during
the Term, that would be breached by Sublessee’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 Sublessee, or in
the event of a Service disconnection order, Cox shall have the right to enter upon the Property to recover the Facilities. All
notices provided for herein shall be in writing and sent by certified mail or personal delivery to the Parties at the following
addresses:
To County: Maricopa County Facilities Management To Cox: Cox Business - BAA
Attn: Director of Real Estate Attn: Cynthia Ellingson
2801 West Durango Street 3010 W. Agua Fria Freeway
Phoenix, AZ 85009 Phoenix, AZ 85027
8. Termination of Master Lease or Sublease. In the event of any termination of the Master Lease or Sublease, this
Agreement shall terminate and the parties shall be relieved from all further liabilities and obligations hereunder; however,
if this Agreement, the Sublease and/or the Master Lease terminates as a result of any default of Cox under this Agreement
or the Sublease and/or the Master Lease, Cox shall be liable for all damage suffered as a result of such termination.
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CIR 104128 LE – Lessee Signing June 2016

[SIGNATURES ON FOLLOWING PAGE]
CIR 104128 LE – Lessee Signing June 2016

P-50300
C-70-17-016-3-00
RE: PROPERTY LOCATED AT: 358 E JAVELINA AVE, Mesa, AZ 85210
SUBLESSEE: COX:
The United Food Bank Cox Communications Arizona, LLC
Signature: Signature:
Name: Ginny Hildebrand Name:
Title: President/CEO Title:
Date: Date:
Address: 245 South Nina Drive Address:
Mesa, AZ 85210
Property Contact: Rayna Palmer Telephone:
Telephone: 480-398-4440 Fax:
Fax:
CONCURRENCE:
Community Bridges, Inc.
_________________________________________
Name / Title Date
COUNTY ACKNOWLEDGEMENT:
____________________________________ Approved as to Form:
Chairman of the Board of Supervisors
______________________________________
ATTEST: Deputy County Attorney Date
____________________________________
Clerk of the Board Date
CIR 104128 LE – Lessee Signing June 2016

EXHIBIT “A”
Property
358 E. Javelina Drive
Mesa, AZ 85210
Site Plan – See Attached
CIR 104128 LE – Lessee Signing June 2016