2016-03-04 AZ928 FOUNTAIN HILLS MARICOPA COUNTY CLA CLEAN 2-24-16.DOCX

LICENSOR SITE: AZ928 Fountain Hills
LICENSEE SITE: Crestview P-50287
LICENSEE: Maricopa County
COMMUNICATIONS LICENSE AGREEMENT
C-70-16-002-3-01
This Communications License Agreement (“Agreement”) is entered into this ______ day of ____________________, 2016
(the “Effective Date”) by and between InSite Towers, LLC, a Delaware limited liability company (“LICENSOR”), and Maricopa
County, a political subdivision of the State of Arizona (“LICENSEE”).
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 radio communications equipment described in attached Exhibit “A” (the “Equipment”), annexed
hereto at LICENSOR’s communication site described in Exhibit “B” (the “Site”), annexed hereto, at the location described in Exhibit
“C” (the “Licensed Premises”), annexed hereto.
2. Term. (a) The “Initial Term” of this Agreement shall be for a period of ten (10) years beginning on the “Commencement Date”
which shall be the earlier of: (i) the date of LICENSOR’s issuance, at LICENSEE’s request, of a notice authorizing LICENSEE to
proceed with the construction of its Equipment at the Site; or (ii) July 1, 2016. (b) The “Renewal Term(s)” of this Agreement shall be
three (3) additional periods of five (5) years each. The Renewal Term(s) shall commence automatically without further action on the
part of LICENSOR or LICENSEE; provided, however, that either party may terminate this Agreement at the expiration of the Initial
Term or at the expiration of any Renewal Term(s) by giving the other party written notice of not less than ninety (90) days prior to the
expiration of the then current term. For purposes of this Agreement, the Initial Term and Renewal Term(s) are collectively referred to
herein as the “Term.”
3. License Fee. (a) Beginning on the Commencement Date, LICENSEE shall pay to LICENSOR a monthly fee of Two Thousand
and 00/100 ($2,000.00) Dollars (the “License Fee”). The License Fee shall be payable in equal monthly installments in advance on
the first day of each month to LICENSOR and shall be sent to the attention of InSite Towers, LLC, ATTN: AZ928 Maricopa County,
P.O. Box 759178, Baltimore, MD 21275-9178, or to such other address as designated in writing by LICENSOR. The License Fee
shall be prorated for any partial month occurring during the then current term on the actual number of days in such month.
(b) LICENSEE shall pay any charges to install utilities to the Licensed Premises, including emergency power generators, and
shall pay all utility charges for utilities consumed by LICENSEE at the Licensed Premises.
(c) Effective on the first annual anniversary of the Commencement Date and each annual anniversary of the Commencement
Date thereafter during the Term, the then current License Fee payable by LICENSEE to LICENSOR shall be increased by an amount
equal to three percent (3%) over the License Fee payable by LICENSEE for the preceding twelve (12) month period.
(d) If LICENSEE remains in possession of the Licensed Premises at the expiration of the Term, such tenancy 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 one hundred twenty-five (125%) percent of the License Fee payable during the last year of the
immediately preceding term.
(e) 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 Site or personal property and improvements thereon owned and maintained by LICENSOR.
LICENSEE shall pay, as additional fee, its pro-rata share of any increase in real property taxes and other similar taxes and assessments
directly attributable to LICENSEE’s equipment on the Licensed Premises, and LICENSOR agrees to furnish proof of any such
increase to LICENSEE. If applicable, LICENSEE further agrees to pay any sales or use tax assessed by local and/or state jurisdictions
with respect to any revenues paid by LICENSEE to LICENSOR hereunder. LICENSOR acknowledges that LICENSEE, as a
governmental entity, may be exempt from some or all of the above-referenced taxes, and to the extent LICENSEE is tax-exempt, this
Subsection 3(e) shall not apply.
(f) LICENSEE agrees that payment of License Fee 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 made more than ten (10) days after its due date.
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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, including the tower or towers, as
the case may be, and/or the storage facilities, 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. LICENSOR shall have no obligation to obtain
licenses for LICENSEE, or to maintain, insure, operate or safeguard LICENSEE’s 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 expense, (i) 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 (ii) obtain all licenses, certificates, permits,
authorizations or approvals from all applicable government and/or regulatory entities (the “Governmental Approvals”). LICENSOR
agrees to reasonably cooperate with LICENSEE to obtain all required Governmental Approvals and any and all local public utility
easements requested by LICENSEE, but shall not be responsible for incurring any out of pocket expenses in such regard.
(b) LICENSEE shall, at its expense, install, construct, and maintain the Equipment on the Licensed Premises as defined and
consistent with Exhibit A and Exhibit C during the Term hereof in compliance with all local, State and Federal regulations. All
installations, operation and maintenance of Equipment must be in accordance with LICENSOR’s policies as set forth in attached
Exhibit “D”. Prior to the installation of LICENSEE’s Equipment or any modifications, supplement, replacement, upgrade or
relocation to the Equipment within the Licensed Premises at any time during the Term:
(i) LICENSEE shall submit, in writing, all plans for such installation, modifications or changes for LICENSOR’s
approval, such approval not to be unreasonably withheld or delayed by LICENSOR. In order to ensure LICENSEE’s
compliance with the provisions of this Agreement, the plans and specifications for LICENSEE’s Equipment and any
modifications thereto shall be submitted to engineers and consultants selected by LICENSOR for reasonable review and
approval. LICENSEE shall reimburse LICENSOR for LICENSOR’s reasonable out of pocket expenses incurred in
connection with such reasonable review and approval.
(ii) All work performed at the Licensed Premises in connection with such installation, maintenance, operation,
modification and removal of LICENSEE’s Equipment shall be performed at LICENSEE’s sole cost and expense by
LICENSEE’s employees or by contractors approved by LICENSOR, such approval not to be unreasonably withheld or
delayed. LICENSEE shall 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 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 materialsmen pursuant to this Agreement,
whether in the nature of construction, installation, alteration or repair to the Licensed Premises or to LICENSEE’s
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 will at any time be filed 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 ten (10) 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 shall be clearly marked to show LICENSEE’s name, address, telephone number and
the name of the person to contact in case of emergency, FCC call sign, frequency and location. All coaxial cable relating to the
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 and
regulations in connection with any installations or modifications of Equipment.
(c) LICENSOR agrees that LICENSEE shall have the right to nonexclusive access to the Licensed Premises over and across
the Property (“Access”) twenty-four (24) hours per day, seven (7) days per week, during the Initial Term and any and all Renewal
Terms thereof for the purpose of ingress, egress, maintenance and operation of the Equipment and any associated utilities. In the
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event LICENSOR is charged a fee for its Access to the Site, LICENSEE agrees to pay LICENSOR for its pro-rata portion of such fee,
based on any reasonable allocation method selected by LICENSOR.
(d) LICENSEE shall not sublease, share or utilize, in whole or in part, its Equipment, its frequencies or its interests pursuant
to this Agreement.
6. Interference. (a) The installation, maintenance and operation of LICENSEE’s Equipment shall not interfere electrically, or in any
other manner whatsoever, with the equipment, facilities or operations of LICENSOR or with any other LICENSEE or sub-tenants at the
Property on 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 shall interfere:
(i) with other radio communications systems and equipment installed prior to the Commencement Date of this
Agreement, LICENSEE shall upon request (verbal or otherwise) 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 to cure 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 at its sole cost and expense and in accordance with Paragraph 8 herein. If LICENSEE fails to take possession of its
Equipment within thirty (30) days after notice of termination, said 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 or sub-tenant
injured by LICENSEE’s interference (“Future Party”) to remedy the interference. LICENSEE 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, or installation.
(b) LICENSEE hereby acknowledges that LICENSOR has licensed, and will continue to license, space at and upon the Site to
third parties for the installation and operation of radio communication facilities. LICENSEE accepts this Agreement with this knowledge
and 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 the Site. LICENSEE also waives any and all claims
against LICENSOR arising from interference resulting to LICENSEE by virtue of equipment, facilities or operations employed by any
other licensee or sub-tenant of LICENSOR in its business upon the Site. In the event that any such interference 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. LICENSEE
shall pay LICENSOR any fees due for the period up to the termination of this Agreement. 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 6 pertaining to harmful or detrimental interference shall be
interpreted and resolved in accordance with applicable FCC rules, regulations and policies.
(d) LICENSOR reserves the right to require LICENSEE to relocate one or more of its antenna(s) and/or equipment within the
building or shelter, 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.
7. 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 or LICENSEE’s other
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, then either: (i)
LICENSEE shall, at its sole cost and expense, promptly make all such noticed modifications in accordance with Paragraph 5 hereof; or (ii)
If such noticed modifications are not completed within sixty (60) days of such notice either party shall have the right to terminate this
Agreement by giving the other party thirty (30) days’ prior written notice.
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(b) If repairs are necessary due to the presence of LICENSEE’s Equipment, LICENSEE shall, at its sole cost and expense,
promptly make all such noticed repairs in accordance with Paragraph 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.
8. Removal of LICENSEE’s 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. Such removal shall
be performed pursuant to the guidelines set forth in Paragraph 5 of this Agreement, without any interference, damage or destruction to any
other equipment, structures or operations at the Site 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 ten (10) 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.
9. Indemnification. (a) LICENSEE shall indemnify and hold LICENSOR harmless from (i) all costs of any damage done to the facilities
or equipment of the LICENSOR, Master Lessor, and/or other licensee or sub-tenant located at the Site, to the extent caused by the
installation, operation or maintenance of LICENSEE’s Equipment or other improvements; and (ii) any claims, demands, or causes of action
for personal injuries, including any payments made under any workers 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, except for damages, costs, claims, causes of action or demands caused by the negligence or willful misconduct of
LICENSOR.
(b) LICENSEE shall also indemnify and hold LICENSOR harmless from any losses, liabilities, claims, demands or causes of
action for property damage or personal injuries, including any payment made under any workers compensation law or any plan of
employees disability and death benefits, arising out of or resulting from any claims, damages, losses, liabilities or causes of action caused
by or resulting in any way from RF radiation emissions from LICENSEE’s Equipment or any other harmful effect caused by or resulting
from LICENSEE’s Equipment.
(c) 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 or sub-tenants occupying the Site except for failures caused by the
gross negligence or willful misconduct of LICENSOR. LICENSEE hereby assumes the risk of the inability to operate as a result of any
structural or power failures at the Licensed Premises or failure of LICENSEE or LICENSEE’s 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.
(d) Subject to Section 9(c) above, LICENSOR shall indemnify and hold LICENSEE harmless from any claims, demands, or
causes of action for property damage or personal injuries, including any payments made under any worker’s compensation law or any
plan of employees disability and death benefits, to the extent caused by LICENSOR’s installation, maintenance, operation or removal
of equipment that is under the exclusive control of LICENSOR, except for damages, costs, claims, causes of action or demands caused
by the negligence or willful misconduct of LICENSEE
10. 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 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. In such event, the payments required
herein shall cease as of the date of such casualty until the Licensed Premises is restored to a usable condition for LICENSEE’s operation. If
LICENSOR chooses not to repair, restore or rebuild the Licensed Premises, LICENSOR shall send to LICENSEE a notice of cancellation
of this Agreement within thirty (30) days of such casualty. If this Agreement is canceled, the payments required herein shall terminate as of
the date of such casualty.
11. 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 the Licensed Premises 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. If any condemnation occurs within six (6) months prior to the expiration of the then current term of this
Agreement, then this Agreement may be immediately terminated by either party upon written notice to the other.
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12. 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 completed operations coverage, with the limits of liability of at least Two Million
($2,000,000.00) Dollars in respect to bodily injury, including death, arising from any one occurrence, and Two Million
($2,000,000.00) Dollars in respect to damage to property arising from any one occurrence and worker’s compensation with a limit of
not less than the applicable statutory limit. Said insurance policy shall be primary and shall be endorsed to include LICENSOR as an
additional insured and shall provide that LICENSOR will receive at least thirty (30) days prior written notice of any cancellation or
material change in such insurance policy. Additionally, LICENSEE shall obtain a waiver of subrogation from its insurer on the
policies listed above. LICENSEE shall be required to furnish to LICENSOR, prior to the installation of the 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. Notwithstanding the foregoing, LICENSEE may elect to self-insure its liabilities and indemnities assumed
hereunder for bodily injury, including death, and/or damage to property in connection with each occurrence/accident arising out of
LICENSEE’s operations (“LICENSEE’s Self Insurance Program”). The insurance requirements set forth in this Section 12 may be
met in whole or in part by LICENSEE’s Self-Insurance Program, and LICENSEE represents, warrants, and covenants, that if
LICENSEE elects to self-insure, it will respond to the same extent as if an insurance policy had been provided naming LICENSOR as
an additional insured with waivers of subrogation as required by this Agreement.
(b) 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.
13. 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 be designated in writing by either party:
IF to LICENSOR: InSite Towers, LLC with a copy to: InSite Wireless Group, LLC
ATTN: Legal Department ATTN: General Counsel
1199 N. Fairfax Street, Suite 700 260 Newport Center Drive, Suite 421
Alexandria, VA 22314 Newport Beach, CA 92660
(703) 535-3009 (949) 999-3319
(703) 535-3051 FAX (949) 999-3359 FAX
IF to LICENSEE: Maricopa County Billing Address: Maricopa County
Real Estate Division Wireless Communication Services
2801 W. Durango 3324 West Gibson Lane
Phoenix, AZ 85009 Phoenix, AZ 85009
602-506-1067
Notice given by certified or registered 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.
14. Default. (a) Any one or more of the following events shall constitute a default (“Default”) by LICENSEE under this Agreement:
(i) the failure by LICENSEE to pay monetary amounts due under this Agreement within ten (10) 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 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 or that portion of the Licensed Premises upon which the LICENSEE Equipment was installed; (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; or (v) the making by LICENSEE of an
assignment or any other arrangement for the general benefit of creditors under any state statute.
(b) In the event of a Default, LICENSOR shall be entitled at LICENSOR’s option to terminate this Agreement and LICENSEE
shall have ninety (90) days to remove all of LICENSEE’s 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 to LICENSEE as an additional fee
hereunder.
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(c) At any time or from time to time after the removal of the LICENSEE’s property from the Licensed Premises pursuant to
Subparagraph 14(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 the account of the
LICENSOR, for such term or terms 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 pursuant to this Paragraph 14, by operation of law or otherwise (except as expressly provided herein), no removal
of LICENSEE’s property from the Licensed Premises pursuant to the terms of this Agreement, and/or no re-licensing of LICENSEE’s
former space at the Licensed Premises shall relieve LICENSEE of LICENSEE’s obligations or liabilities hereunder, all of which shall
survive such Default, removal and/or re-licensing. Without limiting the foregoing, upon LICENSEE’s removal from the Licensed Premises
pursuant to this Paragraph 14, LICENSEE shall nonetheless remain liable for all license fees and other payments hereunder for the
remainder of the then-current term.
(e) All of the rights, powers, and remedies of LICENSOR or LICENSEE 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 LICENSOR or LICENSEE of any one or more of such rights, powers,
or remedies shall not preclude the simultaneous or later exercise or enforcement by LICENSOR or LICENSEE of any or all of such other
rights, powers, or remedies.
15. 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 upon demand execute and deliver to LICENSOR such further instruments subordinating this
Agreement, as may be required by LICENSOR in connection with LICENSOR’s contemplated transaction.
(b) LICENSEE may not assign, transfer, or otherwise encumber its interest in this Agreement without the prior written consent of
LICENSOR, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, LICENSOR agrees that
LICENSEE may assign this Agreement, upon prior notice to LICENSOR but without LICENSOR’s consent, to (i) LICENSEE’s parent; or
(ii) any entity acquiring a controlling interest of LICENSEE’s stock or assets, or to any party which acquires substantially all of the assets
of LICENSEE; provided, however, such assignment shall not relieve LICENSEE of its obligations under this Agreement.
16. This Agreement is subject to the provisions of A.R.S. §38-511.
17. Compliance with Laws. LICENSEE shall maintain and operate its Equipment during the term of this Agreement in compliance
with all present and future rules and regulations of any local, State or Federal authority having jurisdiction with respect hereto,
including without limitation, the rules and regulations of the Federal Communications Commission (“FCC”), the Federal Aviation
Administration (“FAA”) and the Occupational Safety and Health Administration (“OSHA”).
18. 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 Licensed
Premises. LICENSEE agrees to be solely responsible for compliance with all applicable FCC and other governmental requirements
with respect to installation, operation and maintenance of its Equipment and for repairs to its Equipment at the Licensed Premises.
LICENSEE will immediately remedy its operations to comply with such laws, rules and regulations as they apply to its operations. In
the event compliance affects the operations of all licensees and users taken in the aggregate at the Site, LICENSEEE shall cooperate
with LICENSOR as needed to remedy its operations to comply with such laws, rules and regulations.
(b) LICENSEE shall take any and all steps required to cooperate with all licensees and users at the Site to comply
individually and in the aggregate with all applicable FCC and other governmental RF emissions standards. In this respect, 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.
19. Replacement and Renovation of Tower. LICENSOR reserves the right, in its sole discretion, to renovate, replace or rebuild the
tower structure, building or shelter and related improvements thereof. In such event, LICENSOR shall provide LICENSEE with
Tower Space suitable to allow LICENSEE to continue to operate the Equipment in a substantially similar manner during any such
construction period. LICENSOR shall be solely responsible for the costs associated with removing and re-installing the Equipment.
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LICENSOR reserves the right to erect one or more towers on the Licensed Premises. 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. Termination. LICENSEE represents and warrants that its fiscal year ends on each June 30th. Provided that funds are no longer
available from the governing legislature or funding body for the continuation of this Agreement, LICENSEE may terminate this
Agreement effective at the end of any fiscal year on written notice to LICENSOR provided not later than the last day of LICENSEE’s
then-current fiscal year. LICENSEE’s termination notice shall include reasonable supporting documentation demonstrating the loss of
such funding.
21. 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 Site 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 Site 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 paragraph. 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 paragraph. "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)
22. Miscellaneous. (a) In the event of litigation between the parties in connection with this Agreement, each party shall be entitled to
recover its reasonable attorneys’ fees and court costs related to such issue on which that party is the prevailing party, as determined
and allocated by the court as part of the judgment. (b) Each party agrees to furnish to the other, within thirty (30) calendar days after
request an estoppel certificate as may be reasonably requested. (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. (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) 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.
Nothing herein contained shall be construed as constituting a partnership, joint venture or agency between LICENSOR and
LICENSEE. (f) 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. (g) This Agreement shall be construed in accordance with the laws of the
state in which the Site is located, without regard to the choice of law rules thereof. The parties consent to the personal and exclusive
jurisdiction and venue of the federal and state courts of Maricopa County, Arizona. (h) 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. (i)
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. (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) LICENSOR
acknowledges and agrees that LICENSEE’s execution of this Agreement and the undertaking by LICENSEE of an investigation to
determine whether the Licensed Premises are suitable for the purpose needed by LICENSEE are good and valuable consideration that
have been delivered by LICENSEE and received by LICENSOR in connection with this License. (l) 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.
[SIGNATURE PAGE FOLLOWS]
Page 7 of 15

IN WITNESS WHEREOF, the parties have caused this Communications License Agreement to be executed by their duly-
authorized representatives as of the Effective Date first above written.
LICENSOR: InSite Towers, LLC
By: _________________________________________
Name: ____________________________________
Title: _____________________________________
LICENSEE: Maricopa County
By: _________________________________________
Name: Clint Hickman
Title: Chairman, Board of Supervisors
ATTEST:
_______________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
____________________________________
Deputy County Attorney
Page 8 of 15

EXHIBIT A
Equipment
Site Name and Number: AZ928 Fountain Hills
LICENSEE: Maricopa County
The mounting method and exact location of the space and equipment listed herein shall be subject to LICENSOR's approval.
SYSTEM REQUIREMENTS
POWER provided by: Utility Company direct TELCO provided by: NA
Power Requirements: Amps: 200 Volts: 120/240 No. of Outlets: NA
Generator Provided by: Licensee Make: Generac Model: QT 04524ANSX Fuel Type: Propane Capacity: 1000 gal
Batteries: Quantity: NA Make: NA Model: NA
SPACE REQUIREMENTS & RADIO INVENTORY
Type of Space Required: Ground: Yes Floor: No Total Square Feet: 340 sq ft
Dimensions of Equipment Floor/Ground Space: 12' x 20' (shelter) Equipment Height: NA
Dimensions of Generator Ground Space: 4' 6" x 8' Dimensions of Fuel Tank Ground Space: 4' x 16'
No. of Transmitters (Tx): NA Transmitter Make/Model: NA Transmitter Power Output 100
No. of Receivers (Rx): NA Receiver Make/Model: NA Transmitter ERP: 140
EQUIPMENT LOADING DESCRIPTION (FINAL CONFIGURATION)
Sector 1 Sector 2 Sector 3 DISH(ES) OTHER
Antenna Type (1): Omni Omni Omni Parabolic NA
# of Antennas (1)/ Sector: One (1) One (1) One (1) One (1) None
Tx, Rx or Both: Transmit Transmit Receive Both NA
Antenna Manufacturer (1): Amphenol Amphenol Amphenol RFS NA
Antenna Model (1): BCD-7504-EDIN-3 BCD-7504-EDIN-3 BCD-7506-EDIN-5-25 UXA6-59CC NA
Antenna Dimensions (1): 3.5" x 35.2" 3.5" x 35.2" 2.6" x 85" Six Feet (6') NA
Antenna Weight (1): 10 lbs 10 lbs 20 lbs 95 LBS. NA
Antenna RAD Ctr (1): 37 feet 37 feet 45 feet 20 feet NA
# of TTAs/ Sector: None None One (1)
TTA Manufacturer: NA NA Bird Technologies
TTA Model: NA NA 428E-Series
TTA Dimensions: NA NA 9.25" x 5.13" x 6"
TTA Weight: NA NA 8.9 lbs
TTA RAD Ctr: NA NA 45 feet
# of RRU/RRHs/ Sector: None None None
# of Diplexers/ Sector: None None None Please include Please include
# of Surge Suppressors/Sctr: None None None microwave dish microwave dish
OTHER: None None None frequencies below: frequencies below:
769.26875 769.51875 769.76875 770.01875 770.26875 772.70625
Transmit Frequencies: 6 GHz N/A
773.88125 774.38125 774.88125 MHz
799.26875 799.51875 799.76875 800.01875 800.26875 802.70625
Receive Frequencies: 6 GHz N/A
803.88125 804.38125 804.88125 MHz
# of Lines: One (1) One (1) One (1) One (1) N/A
Line Size: 7/8" 7/8" 7/8" EW60 N/A
Mount Type: Stand-Off Stand-Off Stand-Off Pipe Mount N/A
Mount Size: TBD TBD TBD Six Feet (6') N/A
NOTE: 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 AT UNMANNED SITES.
Page 9 of 15

EXHIBIT A (cont.)
FCC License(s) Applicable to this Agreement
Call Sign Name FRN Expiration Date
WQWV831 (microwave) Maricopa County 0001591635 06-02-2025
700 MHz Frequencies Maricopa County 0001591635 License pending
Page 10 of 15

EXHIBIT B
The Site
Site Name: AZ928 Fountain Hills
The Site consists of the telecommunications tower and equipment shelter located in Maricopa County, Arizona at:
11214 Viento Ct.
Fountain Hills, AZ
The geodetic coordinates of the Site are:
North Latitude: 33° - 35' - 16.74"
West Longitude: 111° - 45' - 38.06"
Page 11 of 15

EXHIBIT C
Licensed Premises1
1 The parties agree that this Exhibit “C” will be replaced with a new Exhibit “C” which shall more particularly describe the
location and dimensions of the Equipment and Licensed Premises, when the “AS-BUILT” drawings have been completed.
Page 12 of 15

EXHIBIT D
Installation and Maintenance Standards
Purpose: The purpose of these Standards is to insure that the installation of all LICENSEE’s Equipment at LICENSOR’s tower sites
meets or exceeds established Electronics Industry Association (EIA) standards. These Standards have been developed to insure a safe,
interference free operating environment for all LICENSOR tower site 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.
 Site keys obtained by a LICENSEE will not be duplicated.
 LICENSEE will refrain from making any adjustments to any on site LICENSOR equipment (heating, ventilation, air
conditioning, generator, etc.)
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 determined by LICENSOR. LICENSOR will designate the exact locations
for the installation of electronic equipment, transmission lines and antennas. 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 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.
Page 13 of 15

 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
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, FCC or IRAC Call Sign, frequency, address, Point-of-Contact name and telephone number, as well as a
copy of the FCC Station License.
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 or be the source of a hazard to other licensees using the tower site.
 Upon entering or exiting any shelter, building or tower site, all fence gates and doors opened shall be closed and securely locked
behind the person entering or exiting the facility. In addition, any alarms disabled upon entry must be enabled upon exiting. It is
the responsibility of the LICENSEE or his designated representative to see that the Site is securely locked and the premises is
clean before departing the Site. At sites that are centrally monitored, LICENSEE or his agent must notify the Central Monitoring
Station of each entry and exit, disabling and resetting any applicable alarm device(s) installed. Any problems encountered should
be reported to LICENSOR at (866) 886-8807.
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 premises shall be
left in a clean and orderly condition.
 Any equipment left by LICENSEE upon final departure from the Site (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 LICENSEE at its sole
cost and expense after notification by LICENSOR.
Page 14 of 15

 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 and bill the LICENSEE for all costs associated with that action.
Page 15 of 15