2014-08-18 WEST MESA JP COURT AT 2050 W UNIVERSITY DR., MESA AZ_BUILDING AGREEMENT.DOCX

BUILDING ENTRY AGREEMENT
This Building Entry Agreement (“Agreement”) is made and entered into as of the “Effective Date” (as defined in
Section 9) by and between Maricopa County, a political subdivision of the State of Arizona (“Building Owner”) and
Qwest Corporation d/b/a CenturyLink QC, on behalf of itself and its affiliates (collectively “Licensee”) for the
purpose of providing telecommunications, broadband other communications services (the “Services”) to the
Properties (defined below).
BACKGROUND:
A. Building Owner owns those certain real properties which are listed by address on Exhibit A
attached to this Agreement (“Properties”), and owns the buildings located on such Properties (“Buildings”).
B. Building Owner is willing to grant a license to Licensee pursuant to the terms and
conditions of this Agreement.
For good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties,
Building Owner and Licensee agree as follows:
1. License. Building Owner grants Licensee and its contractors and affiliates a license (“License) to
construct, maintain, repair, operate and remove, at Licensee’s sole option and expense, certain wires, cables, panels,
conduit, lock-boxes, building entrance facilities, and other appurtenant fixtures and equipment (collectively,
“Equipment”) over, under, across and along the Properties, as may be necessary or useful for delivering its Services
to tenants and other occupants of the Buildings. Building Owner will provide Licensee access to the Properties
during normal business hours (and at all times during emergencies). Any proposed additions or modifications to the
Equipment will be submitted to Building Owner for its consent, which will not be unreasonably withheld,
conditioned or delayed. Building Owner will 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 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 Equipment at the demarcation point within the
Buildings, to utilize existing risers and pathways located in the Buildings approved by Building Owner, and to bore
holes in the Buildings at locations that are mutually agreed upon by Building Owner and Licensee. Licensee will
have exclusive use of any conduit it installs on the Properties. Licensee will use the Equipment solely for the
purpose of providing Services to tenants and occupants of the Buildings. Nothing contained in this Section 1 will be
construed as granting to Licensee: (a) any property or ownership rights in the Properties or Building Owner’s other
real or personal property, except as may be provided for in this Agreement; (b) title to Building Owner of any right
or interest in and to the Equipment; or (c) creating a partnership or joint venture between Building Owner and
Licensee.
2. Construction. Prior to the commencement of any work in or near the Buildings (including periodic
installation of Equipment), Licensee will, at its sole cost and expense, prepare and deliver to Building Owner plans
describing all proposed construction and work. Licensee will: (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 unreasonable interference with
the operation of the Buildings; (c) maintain workers’ compensation insurance in accordance with the law of the
state where the work is being performed.; and (d) 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.
3. Equipment. Building Owner will not interfere with Licensee’s use, operation or maintenance of the
Equipment. Building Owner will not be liable for damage to, theft of, misappropriation of or loss of Equipment
regardless of the cause, except if the cause is due to the negligence, unlawful activity or willful misconduct of
Building Owner, its employees or agents. Upon the expiration or termination of this Agreement, Licensee may
elect to abandon some or all of the Equipment and its personal property in place, provided that if Licensee elects to
remove any Equipment or personal property from the Buildings and Properties, it will repair all damage caused by
such removal, reasonable wear and tear excepted.
4. Termination. This Agreement will terminate on the date which is 30 days following Building Owner’s
notice to Licensee that Licensee is in default under this Agreement (unless Licensee has cured such default within
such 30 day period). This Agreement will terminate as to the subject Building or Buildings only on (i) the date of a
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casualty to all or any portion of the Building if the result of such casualty is, in Licensee’s reasonable judgment, to
render the continued services by Licensee under this Agreement impractical; or (ii) the date of condemnation or
taking of all or any portion of the Building or Property if the result of such condemnation or taking is, in Licensee’s
reasonable judgment, to render the Services by Licensee under this Agreement impractical, or (iii) the date which is
30 days following the date Licensee provides Building Owner with written notice that Licensee intends to terminate
this Agreement as to some or all of the Buildings listed on Exhibit A. Otherwise, this Agreement will have an initial
term of ten years (“Initial Term”) commencing on the Effective Date. Following the expiration of the Initial Term,
this Agreement will continue for two consecutive five year renewal terms (each five-year period a “Renewal
Term”). Renewal Terms will be deemed automatically exercised unless Licensee or Building Owner provides
notice of its intent not to renew this Agreement at least three months prior to the end of the Initial Term of the first
Renewal Term, as the case may be. Each Renewal Term will be on the same terms and conditions as set forth in this
Agreement. Termination of this Agreement will not affect Licensee’s ability to continue to service existing
customers in the Buildings until the end of their service terms with Licensee.
5. 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:
If Notice to Building Owner: Maricopa County
Attn: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
If Notice to Licensee: CenturyLink
100 CenturyLink Drive
Monroe, LA 71203
Attention: Construction Services
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 5.
6. Indemnification and Waiver. Licensee will indemnify, defend and hold Building Owner harmless from
and against any and all loss, cost, liability, claims, damage and expense of whatever kind (collectively, “Damages”)
arising directly or indirectly from Licensee’s breach of this Agreement, including reasonable attorneys’ fees and
court costs. Building Owner will indemnify, defend and hold Licensee harmless from and against any and all
Damages arising directly or indirectly from Building Owner’s breach of this Agreement, including reasonable
attorneys’ fees and court costs. Notwithstanding the foregoing in this Section 6, such indemnifications will be
limited to actual damages incurred. The provisions of this Section will survive termination of this Agreement.
7. Miscellaneous. (a) Either party may assign this Agreement without the consent of the other party; (b)
Building Owner acknowledges that the consideration received by it in connection with the grant of the License is the
enhanced value of the Buildings to current or potential tenants or occupants attributable to the installation of the
Equipment, and therefore, at no time will Building Owner charge Licensee any monetary fee or assessment of any
kind in connection with the License and this Agreement; (c) Building Owner acknowledges that Licensee may
retain third parties to exercise its rights under this Agreement, and Licensee will cause the removal from the
Buildings or Properties of any such third party to which Building Owner reasonably objects and for which Building
Owner gives notice of objection; (d) 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 Building
Owner; (e) This Agreement represents the full understanding of the parties with respect to its subject matter and
cannot be modified, amended or waived except in a writing signed by both parties; and (f) the interpretation and
enforcement of this Agreement will be governed by the internal laws of the State of Colorado.
8. Counterparts, Facsimile and Electronic Mail Signatures. This Agreement may be signed in several
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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.
9. Effective Date. This Agreement is effective on the date it is last signed by all parties (“Effective Date”).
“Licensee” “Building Owner” \1q\1
Qwest Corporation d/b/a CenturyLink QC on Maricopa County, a political subdivision of the
behalf of itself and its affiliates State of Arizona
By: By:
Name: Denny Barney
Title: Chairman of the Board of Supervisors
Approved as to Form: Attest:
Deputy County Attorney Date Clerk of the Board of Supervisors Date
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EXHIBIT A
(List of Properties)
2050 W. University Dr., Mesa, AZ 85201
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