WYYERD CONNECT LICENSE AGREEMENT-MARK CONFIDENTIAL.PDF

FIBER OPTICS COMMUNICATION
SYSTEM LICENSE ISSUED TO
Wyyerd Connect, LLC

THIS LICENSE, issued by Maricopa County (hereinafter called "Licensor" or
"County"), a political subdivision of the State of Arizona, to Wyyerd Connect, LLC
(hereinafter called LICENSEE), a Delaware LLC. County/Licensor and Licensee may
collectively be referred to herein as the Parties, or individually as a Party.

WHEREAS, Licensee has applied to the County for permission to use certain streets and
public ways for the placement of a Fiber Optics Communication System under, in, along,
over and across certain streets and public ways in the County; and

WHEREAS, it is necessary in the public interest that all uses within the right-of- way for
public roads, streets and alleys by individuals, corporations and political subdivisions be
regulated and controlled so that said public roads, streets and alleys may be effectively
utilized and maintained for their primary purposes as public ways; and

WHEREAS, the laws of the State of Arizona authorize the Board of Supervisors of Maricopa
County to control and manage said public roads, streets, and alleys within Maricopa County.

NOW, THEREFORE, the Licensor hereby grants to Licensee this License.

SECTION 1. Permission Granted. ‘

A. Subject to: (1) the County’s prior and superior right to lay, construct, erect,
install, use, operate, repair, replace, remove, relocate, regrade, widen, realign, or
maintain any street and public way, aerial, surface, or subsurface improvement,
including but not limited to water mains, traffic control conduits, cable and
devices, sanitary or storm sewers, subways, tunnels, bridges, viaducts, or any
other public construction within the rights-of-way of the County limits, (2) all
applicable ordinances and resolutions of the County, and any amendments thereto, (3)
all applicable state and federal laws, and (4) the provisions contained herein;
County hereby grants to Licensee the nonexclusive, revocable license to construct,
install, operate, maintain, and upgrade the system then in place, a Fiber Optics
Communication System, in, under, along, over, and across streets and public ways,
in the County. The permission granted herein to Licensee shall hereinafter be referred
to as "License." As used herein the term "streets and public ways" means the surface
of and the space above and below any public street, sidewalk, Rights-of-Way, Right-
of-Way easements, or other public way of any type whatsoever that has been Open
and Declared by County Board of Supervisors and accepted into County’s maintenance
system. Licensee may construct, install, upgrade and operate additions to its Fiber
Optics Communication System in County Rights-of-Way other than that shown on
Exhibit A with the written consent of the County Engineer, without further approval
of the Board of Supervisors. Any such additions shall be at all times govemed by

the terms and conditions of this License. In the event Licensee makes additions, an
amended Exhibit A shall be produced by the Licensee.

For purposes of this License, "Fiber Optics Communications System" means a
network or fiber optic cables and all related property including conduit, carrier
pipe, cable fibers, repeaters, power sources and other attachments and
appurtenances necessary for transmitting high speed voice, data and (for such
applications as teleconferencing) video signals in connection with a
telecommunications system or systems. The authority granted by this License to use
the streets and public ways does not authorize the use of the Fiber Optics
Communication System or fiber optic cable for operating a cable television
system, a cable system or authorize the Licensee to operate as a cable operator as
those terms are defined in the Communications Act of 1934 as amended, state law,
or the County code. The authority granted by this License does not authorize the
use of the streets and public ways for an open video system as defined in the
Communications Act of 1996 or as defined or authorized by the FCC.

Ifitis necessary for the Licensee to comply with any law or regulation of the Federal
Communications Commission or the Arizona Corporation Commission to engage in
business activities associated with use of the streets and public ways for a Fiber Optics
Communication System, the Licensee shall comply with such laws or regulations
as a condition precedent to exercising any rights granted by this License.

SECTION 2. General Conditions

A.

Licensee’s use of the streets and public ways for the purposes herein, is, at all
times, subject to and subordinate to County’s rights to have unrestricted access
and use of the streets and public ways for its primary purpose as public ways, or
for any purpose whatsoever. Licensee shall keep the streets and public ways free
and clear of any obstructions that would restrict or delay County’s use of the
streets and public ways.

Licensee has represented to the County that the Fiber Optics Communication System
authorized herein is comprised of a local/intrastate network with its principal service
being fiber-to-the-home/residential services. As such, in accordance with Section 7(A),
Licensee’s Fiber Optics Communication System will not be subject to the annual per
linear foot fee covered in Section 7. If during the Term of this License, the status of any
portion of Licensee’s Fiber Optics Communication System changes to offer services
subject to fees as described under A.R.S. § 9-583, then Licensee will inform the County
and adjust its calculation of the Annual Fee under Section 7 accordingly.

If a regulatory body or a court of competent jurisdiction should determine by a
final, non-appealable order that such representations by Licensee are
incorrect and as a result, County did not have the authority to issue this License
to Licensee, this License shall be considered a revocable permit with a mutual right
in either party to terminate without cause upon giving 60 written days' notice to the
other. The requirements and conditions of such revocable permit shall be the same
requirements and conditions as set forth in this License except for conditions relating

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to the term of the License and the right of termination. If this License shall be
considered a revocable permit as provided herein, Licensee acknowledges the
authority of the Board of Supervisors to issue a revocable permit and the power to
revoke as provided therein.

There is hereby reserved to the County every right and power which is required
to be herein reserved or provided by any ordinance, resolution or statute, and
Licensee, by its acceptance of this License, agrees to be bound thereby and to comply
with any action or requirements of the County in its lawful exercise of such rights or
power, heretofore or hereafter enacted or established. Neither the granting of any
License nor any provision hereof shall constitute a waiver or bar to the exercise of
any governmental right or power of the County; provided however, that the County
shall not voluntarily impair the obligations of this License.

Licensee agrees to indemnify, defend, protect, and hold harmless Licensor, officers,
and employees from and against any and all claims, demands, losses, including Pole
warranty invalidation, damages, liabilities, fines, charges, penalties, administrative and
judicial proceedings and orders, judgments, and all costs and expenses incurred in
connection therewith, including reasonable attorney's fees and costs of defense
(collectively, the "Losses") directly or in any way resulting from or related to
Licensee's activities undertaken pursuant to this Agreement,

In the event of any litigation brought by third parties challenging the right of the
County to issue this License under Arizona state law, County may, but is not
required to, tender the defense of such litigation to Licensee, which shall then defend
the litigation; provided, however, that if County tenders such defense to Licensee,
Licensee shall have the right to retain counsel of its own choice, to settle all or any
part ofthe litigation on terms acceptable to Licensee (and, where such terms directly
obligate or affect the Licensor, acceptable to the Licensor), or, at any time of
its election, to terminate its License under the termination terms provided in the
License and withdraw from any such litigation.

After conducting due diligence if it so desires, Licensee shall assume the risk of,
and hereby relinquishes any claim against Licensor in connection with, any final,
non-appealable determination by a court of competent jurisdiction that the County
lacked the current statutory authority to issue this License.

Licensee shall at all times during the term of this License carry, maintain, and pay
the cost of the liability insurance for the mutual benefit of the County and the
Licensee: commercial general liability insurance, written on an occurrence basis,
against claims for bodily injury, death or property damage occurring on or about
the Licensee's Fiber Optics Communication System and appurtenances, which
insurance shall cover such claims as may be occasioned by any act, omission or
negligence of the Licensee or its officers, agents, representatives, employees or
servants during all times that the Licensee will be using, maintaining and
operating the Fiber Optics Communication System and appurtenances granted
under the terms of this License. The minimum types of coverage and limits of such
liability coverage shall not be less than:

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Type of Insurance Minimum Limits of Liability:

1.

Commercial General Liability $1,000,000 Combined Single Limit (Per
Occurrence) including: Premises/Operations, Products/Completed Operations,
Contractual liability, and Independent Contractors (OCP) coverages and the
Personal Injury with Exclusion "C" Deleted

Automobile Liability $1,000,000 Combined Single Limit (Each Accident) for
Owned, Hired, and Non-Owned vehicles

Workers' Compensation Statutory Amounts Employers' Liability $1,000,000
(each accident/disease/Policy Limit)

a)

b)

d)

The County shall have no responsibility or liability for such insurance
coverage. An enumeration of specific insurance coverage and
amounts shall not limit or restrict the indemnity covenants
contained in this License.

The Licensee shall furnish the County with a Certificate of
Insurance. The Certificate shall be issued by an insurance
company authorized to transact business in the State of Arizona,
or be named on the List of Authorized Insurers maintained by the
Arizona Department of Insurance. Insurance coverage shall not
expire during the term of this License. The Licensee shall
provide a renewal certificate of the required insurance coverage to
the County within fifteen (15) days ofthe expiration date.

Workers' Compensation and Employers' Liability: A letter of
certification, from the Industrial Commission of Arizona, that the
Licensee is insured by the State Compensation Fund or is an
authorized self-insurer or a Certificate of Insurance issued by an
insurance company authorized by the Arizona Department of
Insurance to provide Workers' Compensation and Employers'
Liability insurance in the State of Arizona.

Additional Insured: the County, a governmental entity, its officers,
agents and employees shall be named as an additional insured as
their interest may appear on all policies except Workers'
Compensation and Employers' Liability, and this shall be
indicated on the Certificate of Insurance issued to the County.
The Licensee's coverage shall be primary for any and all losses
arising out ofthe performance of this License.

Limits - At any times during the contract but at least at annual renewal,
limits required under this contract will be reviewed and may be
changed.

SECTION 3. Plans approval, Permits and Construction

A.

The Fiber Optics Communication System described herein shall be located,
constructed, installed, operated, maintained, relocated, and upgraded in a manner as to
interfere as little as possible with traffic or other authorized uses over, under or
through said streets and public ways. Those phases of construction relating to traffic
control, backfilling, compaction and paving, as well as the location or relocation of
said Fiber Optics Communication System herein provided for, shall be subject to
regulation by, and compliance to, the related permits and permitting authority of
MCDOT. Licensee shall keep accurate installation records ("as built") of the location
of all Licensee’s facilities in the streets and public ways and furnish them to the
County upon completion of new or relocation construction, upgrade, and maintenance
in an electronic format compatible with the current County electronic mapping
format showing the location of the underground and above ground facilities. The
acceptable electronic format will be in accordance with the Maricopa County
Department of Transportation guidelines.

If, during the design process for public improvements the County discovers a
potential conflict with proposed construction, the Licensee will either: (1) locate
and, if necessary, expose its facilities in conflict or (2) use a location service under
contract with the County to locate or expose its facilities. Licensee shall reimburse
the County for the cost resulting from number (2) above. Licensee agrees to furnish
the location information or expose the facilities in a timely manner, but in no case
longer than 45 days.

When County uses its prior superior right to the streets and public ways for a public
improvement or other public purpose project, Licensee shall move its property
that is located in the streets and public ways, at its own cost, to such a location as
the County directs.

If, during the course of a County project, County determines Licensee's facilities are
in conflict with the County project, the following shall apply:

1; Prior to Notice to Proceed to County's Contractor (Routine):

The Licensee shall, within a reasonable time, but in no event
exceeding 6 months, remove or relocate the conflicting facility. This
time period shall begin running upon receipt by the Licensee of
written notice from the County. However, if both the County and
the Licensee agree, the time frame may be extended based on the
requirements of the project.

2. Subsequent to County Notice to Proceed to Contractor:
The County and Licensee will promptly begin the coordination
necessary to remove and relocate the facilities. Actual

construction to remove or relocate such facilities will begin within

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sixty (60) days after the notice period from the County and
following Licensee's obtaining a permit for such construction.

If Licensee's relocation effort so delays construction of a public project causing
the County to be liable for delay damages, the Licensee shall reimburse the
County for those damages attributable to the delay created by Licensee. Licensee
shall pay the County within 30 days of notice of the delay damages. Late
charges of 5% and interest charges of 1-1/2% per month shall be added for late
payment.

Licensee shall obtain annual Maintenance and Emergency permits to perform
maintenance and emergency work and will notify the County as quickly as possible if
such work will be performed after regular business hours. Licensee shall renew such
permits prior to expiration each year so as to avoid performing necessary work without
the required authorization.

Licensee agrees to obtain all permits as required by this License prior to removing,
abandoning, relocating or reconstructing, if necessary, any portion of its Fiber
Optics Communication System. Notwithstanding the foregoing, County
understands and acknowledges there may be instances when Licensee is required to
make repairs, in compliance with federal and/or state laws, that are of an
emergency nature. Licensee will notify the County prior to such repairs, if
practicable, and will obtain the necessary permits in a reasonable time after
notification.

If, in the installation, use or maintenance of its Fiber Optics Communication System,
Licensee damages or disturbs the surface or sub-surface of any streets or public
ways or adjoining public property or the public improvement located thereon,
therein, or thereunder, Licensee shall promptly, at its own expense, and ina manner
acceptable to the County, restore the surface or subsurface of the streets or public
ways or public property, or repair or replace the public improvement thereon,
therein, or thereunder, in as good a condition as before such damage or
disturbance. Licensee shall have thirty (30) days, or such longer period of time as
agreed to by the County if such work cannot be accomplished within thirty (30)
days, to restore, repair or replace the surface, subsurface or any structure located
thereon, therein, or thereunder. If Licensee does not accomplish such restoration,
repair or replacement within the time period described herein, County shall
have the right to perform the necessary restoration, repair or replacement, either
through its own forces or through a hired contractor, and Licensee will reimburse
the County for its expenses within thirty (30) days after its receipt of the County's
invoice therefore.

County shall not bear any cost of relocation of existing facilities, irrespective
of the function served, where the County facilities or other facilities occupying the
streets or public ways under authority of a County permit or License which must
be relocated, are already located in the streets or public ways and the conflict
between the Licensee's potential facilities and existing facilities can only be

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resolved expeditiously as determined by the County bythe movement of the existing
County or Licensee's facilities.

Whenever Licensee shall cause any opening or alteration whatsoever to be made for any
purpose in any streets or public ways, Licensee shall obtain the necessary permit(s) to
restore the property and, without expense to the County, restore the property disturbed
in the manner required by the permits and shall complete the work by the expiration of
such permits.

The installation, use and maintenance of the Licensee's Fiber Optics
Communication System within the streets and public ways authorized herein shall
be in such a manner as not to interfere with the County's placement, construction,
use and maintenance of its streets and public ways, street lighting, water pipes,
drains, sewers, traffic signal systems or other County systems that have been,
or may be, installed, maintained, used or authorized by said County.

Licensee agrees not to install, maintain or use any of its Fiber Optics
Communication System in such a manner as to damage or interfere with any
existing facilities located within the streets or public ways of the County, and
agrees to relocate its facilities, if necessary, to accommodate another facility
relocation, that has a prior rights interest in the streets and public ways.

Licensee shall obtain all permits from the County for all construction, installation,
erection, enlargement, replacement, extension and relocation in the streets and
public ways, which permits the County shall issue on such conditions as are
necessary to ensure compliance with the terms and conditions of this License.
Further, the Licensee shall reimburse the County for the location of the Licensee's
facilities for design and construction purposes, and reimburse the County for
pavement damage as specified in Section 3 (H) of this License. Reimbursement
for plan review, inspection, location services, design costs, and pavement damage
is separate, and in addition to, any other License fees included in this License.
Licensee, at the time of or prior to submitting construction plans, shall provide
the County with a description of the type of service to be provided by Licensee in
sufficient detail for the County to determine compliance with this License.

All installation of cable shall be installed per plans approved by the County, with
such approval not to unreasonably be denied or delayed. Licensee may install cables
on existing utility poles or in existing conduit where permission is granted by owner
of the utility pole or conduit, except where those same poles are scheduled to be
replaced with buried facilities. No new poles, or longer poles, will be permitted in
the streets or public ways for any cable runs of this License without the permission
of Licensor, which permission will not unreasonably be withheld. If Licensee
installs cable on existing poles as provided herein, the Licensee shall bury, at its
own cost and expense, its cable if such poles are removed and not replaced in kind
for any reason. If the Licensee makes use of existing conduit of a telephone
or telecommunication company not currently regulated by the County, by license
or franchise, the Licensee shall be subject to the provisions of this License in the
use of such conduit in the streets and public ways.

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Licensee shall comply with all permitting performance bond requirements until the
completion of the initial Fiber Optics Communication System.

County shall have the right, subject to relevant County ordinances, resolutions,
regulations and State law, to sever, disrupt, dig-up or otherwise destroy facilities of
Licensee, without any prior notice ifsuch action is deemed reasonably necessary
by the Board of Supervisors, County Engineer or Director of the Maricopa County
Department of Transportation because of a public emergency. A public emergency
shall be any condition which, in the opinion of any of the officials named, poses
an immediate threat to the lives or property of the citizens of the County, caused
by any natural or man-made disaster, including, but not limited to, storms, floods,
fire, accidents, explosions, major water main breaks, hazardous material spills,
etc. Licensee shall be responsible for repair at its sole expense of any of its
facilities damaged pursuant to any such action emergency taken by County.

Any trimming of trees by Licensee in the streets and public ways shall be subject
to such regulation as the Board of Supervisors or other authorized official may
establish to protect the public health, safety and convenience.

County may issue reasonable policy guidelines to all Fiber Optics
Communication System licensees to establish procedures for determining how to
control issuance of engineering permits to multiple licensees for the same one-mile
segments of their Fiber Optics Communication Systems. The Licensee agrees to
cooperate with the County in establishing such policy and comply with the
procedures established by the Board of Supervisors or their designee to coordinate
the issuance of multiple engineering permits in the same one-mile segments.

SECTION 4. Records and Locator Service of Facilities

Licensee shall comply with Arizona Revised Statutes Section 40-360.21 et seq. by
participating as a member of the Arizona Blue Stake Center with the necessary records
and persons to provide location service of Licensee's facilities upon receipt of a locate
call or as promptly as possible, but in no event later than two working days. A copy of
their agreement or proof of membership shall be filed with the County.

SECTION 5. Installation and Operation of the Fiber-Optics Communication System

A.

All installations shall meet the standard specifications and requirements of the
County.

Licensee shall provide Licensor with acopy of the certificate of public convenience
and necessity issued by the ACC to Licensee within 30 days of issuance of this
License and thereafter within 30 days following an amendment to the certificate of
public convenience and necessity.

SECTION 6. Abandonment of the Fiber-Optics Communications Cable or Termination
or Revocation of License.

If the Licensee abandons use of its cable, ducts, or other facilities under or pursuant to the
License, then the facilities are required to be removed from the streets and public ways to
the satisfaction of the County at Licensee's cost. Upon revocation or termination of this
License, Licensee shall to the satisfaction of the County and, without cost or expense to the
County, promptly remove its Fiber Optics Communication System unless permitted by the
County to be left in place in such manner as the County may prescribe. If Licensee determines
to remove such Fiber Optics Communications System, or any portion thereof, Licensee, at
its sole expense, shall restore the public right-of-way to the condition as existed prior
to the removal of the structure or property under the supervision and to the reasonable
satisfaction of the County. Any such facilities which are not removed within one hundred
twenty days (120) of either such date of termination or revocation or of the date the County
issued a permit authorizing removal, whichever is later, automatically shall become the
property of the County. The Arizona Blue Stake Center must be notified to record facilities
abandoned.

SECTION 7. License Fees

A. The Parties acknowledge that applicable Arizona law prohibits the County from
charging a recurring right- of-way use fee (Annual Fee) to providers of intrastate
telecommunications services. Therefore, an Annual Fee will not be charged for the
portion of Licensee's System that is used by the local network for intrastate
telecommunications, i.e. those services Where Licensee operates and maintains
that service (lit service) in accordance to an Arizona Certificate of Convenience
and Necessity. (CC&N).

B. If Licensee's System carries interstate traffic between and among Licensee's
interstate points of presence, Licensee must pay the County $0.54 per linear foot
of trench located in the Public Rights- of-Way or on other County-owned property
for such use.

Cc. If Licensee leases its dark fiber to another carrier for purposes of carrying
interstate traffic between and among that telecommunications corporation's
interstate points of presence, Licensee must pay the County $0.54 per linear foot
of trench located in the Public Rights- of-Way or on other County-owned property
for such use.

D. If Licensee leases its dark fiber to any entity not included in Subsection C of this
Section of this License, Licensee must pay the County $0.54 per linear foot of
trench located in the Public Rights- of-Way or on other County-owned property for
such use.

E. If Licensee places empty conduit in the Public Rights-of-Way or on other County-
owned property for services other than those listed in Subsection A of this Section,
Licensee must pay the County $0.54 per linear foot of trench.

F. On the annual anniversary of the Effective Date, Licensee will report to the County
the amount of linear feet of trench permitted and installed in the Public Rights-of-

S

Way or on other County-owned property. The Annual License Fee is calculated
by multiplying the current annual per linear foot fee by the linear footage of trench
permitted or installed in the Public Rights-of-Way or other County-owned
property. The County must receive the Annual License Fee by July 7th, as stated in
section H, before the County will issue any new encroachment permits for additional
facilities or equipment in the Public Rights-of-Way or other County- owned

property.

G. Payment by Licensee to the County shall be made in United States legal tender.
Payments shall be considered timely if postmarked on or before the due date. If
License fees are not paid by the due date, interest of 1.5% per month shall accrue on

' the entire amount due. Any payment received shall first be applied to any interest
charges owed, then to any penalty owed and then to any Licensee fee owed.

H. The Annual Fee may be reviewed every 5 years as necessary to assure that the
County remains competitively neutral in their licensing requirements.

I. Annual payments shall be paid by July 7" of each calendar year. Payments shall be
mailed to:

Maricopa County Department of Transportation
Attn: Utility Coordination Engineering Branch
2901 West Durango Street

Phoenix, Arizona 85009

SECTION 8. Term of License

This License shall be effective upon full execution by the Parties (Effective Date) and
continue for five (5) years from the Effective Date (Term), unless sooner terminated as
provided in Section 11 below. This License may be renewed by mutual agreement of the parties in accordance
with ARS, 9-583(G).

SECTION 9. License Non-transferable

A.

Except as described in paragraph D of this Section, this License and the related rights
and privileges shall not be assigned without the express written consent of the
County, which consent shall not be unreasonably withheld or delayed

After assignment, this License, including any amendments, shall be
binding on the assignee (New Licensee) to the same extent as it was
upon the original Licensee. The new Licensee, as approved by the County,
shall be equally subject to all the obligations and privileges of the original License
including any amendments, which will remain in full effect, as ifthe new Licensee
was the original Licensee.

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The approval of any change in ownership interest shall include an
assignment agreement signed by the assignee, Licensee, and County.
Licensee must provide County a copy of the deed, License, mortgage,
lease or other written instrument evidencing such sale, transfer or lease,
certified and sworn to as correct by the Licensee. Licensee must notify
the County within 60 days of any change in mailing address.

Notwithstanding paragraph A of this Section, Licensee may assign this
License in whole or in part, without consent, to a parent, subsidiary or other
affiliated entity of Licensee, or to any corporation into which Licensee may be
merged or consolidated or which purchases all or substantially all of Licensee's
assets, or for the purpose of obtaining financing, provided that, no such transfer will
be valid until Licensee and the New Licensee submit a binding License and warranty
to the County stating that: 1) New Licensee has read, accepts, and agrees to be bound
by the terms of the License; 2) New Licensee assumes all obligations, liabilities and
responsibility pursuant to the License for the acts and omission of Licensee, known
and unknown, for all purposes, and agrees that the transfer shall not permit it to take
any position or exercise any right which Licensee could not have exercised. If the
County's consent is not required for an assignment, Licensee will notify the County
ofthe pending assignment 30 days prior to the assignment being executed.

SECTION 10. Nonexclusive License

This grant is not exclusive, and nothing herein contained shall be construed to prevent
the County from granting other like or similar grants or privileges to any other person, firm
or corporation, or to deny to or lessen the powers and privileges granted the County under
the Constitution and laws of the State of Arizona.

SECTION 11. Termination of License

A.

This license granted hereunder may be terminated prior to the date of expiration by
the Licensee upon giving sixty (60) days written notice to the County. County may
suspend or terminate this License at any time it deems necessary for material breach of
the following:

di, Failure to file and maintain items required by the License and this
License

2. Ordinance;

3. Failure to meet any conditions established in this License;

4. Any sale, lease, assignment, or transfer of control of this License
in violation of Section 9 of this License without prior consent of
the County;

3, Repeated failure, as determined by the Licensor, to maintain facilities

and operations in the streets and public ways under the standards
prescribed by the County for safety, operation, maintenance, and
general work in the streets and public ways according to County
requirements and codes.

i

County shall make a written demand that Licensee comply within sixty (60) days, or
within such other specific period as may be agreed upon by the parties, regarding notice
to Licensee of a material breach. If a violation by the Licensee continues for a period
beyond that set forth in the written demand without written proof that corrective action
has been taken or is being actively and expeditiously pursued, County may revoke, alter,
suspend or cancel this License.

County also may suspend or terminate this License if there is any change in state law
effecting the authority of the County to issue licenses or controlling fiber optics cable
placed in the streets or public ways, or conceming the authority of the County to issue
this Fiber Optics Communication System License, which changes are in conflict with
the provisions of this License.

SECTION 12. Acceptance of License Terms and Conditions

A.

Licensee acknowledges and accepts the right of the County to issue a License, and
Licensee agrees it shall not now or at any time hereafter challenge this right to issue
the License in any way or in any County, State, or Federal Court.

Licensee has reviewed the Licensor's ability to grant a License and accepts such
a License as the County may now be legally able to grant.

Inthe event of conflict between the terms and conditions of this License and the terms
and conditions on which the County can grant a license or permission to use the
streets and public ways as set forth in applicable federal law or Arizona law, the
applicable federal law or Arizona law shall, without exception, control.

This License shall be subject to general ordinance provisions now in effect or
hereafter made effective. Nothing in this License shall be deemed to waive the
requirement of the various codes, ordinances and regulations of the County
regarding permits, fees to be paid or manner of construction.

Licensee shall have no recourse whatsoever against the County or its officials, boards,
commissions, agents, or employees for any loss, costs, expense, or damage arising out
of any provision or requirement of the Licensor because of the enforcement of the
License or because of defects in ordinance or License issuance.

SECTION 13. Severability

If any one or more of the provisions of this Agreement become void, voidable, or
unenforceable for any reason, such provisions shall be deemed severable from the
remaining provisions of this Agreement and shall not affect the legality, validity, or
constitutionality of the remaining portions of this Agreement.

This License is negotiated in accordance with the present state of the law and the
County's authority thereunder, which is only related to fiber optic communication systems.

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This License shall not be construed to relate to any other technology or bind Maricopa
County in the event that future legislation gives Maricopa County further or other licensing
or franchising authority.

SECTION 14. Right of Cancellation

Licensee acknowledges this License is subject to cancellation by the County pursuant
to Arizona Revised Statute § 38-511.

[Signature pages follow]

Page 13 of 16

IN WITNESS WHEREOF, the Parties have executed this Agreement.

WYYERD CONNECT, LLC

APPROVED AND ACCEPTED BY:

Name: Tir ben A
Title: SVS (10s ce

WITNESS: Si ) :
By: & berth a Lrekived.

Name: Arde b s epee
Title: View. Vested ~

Celura de
STATE OF ARIZONA )
E/FGl2 ‘dss
COUNTY OF MARICOPA)

Onthis @ a dayof_ Ye l 5 : ,20 2/ _, before me, the undersigned,
personally appeared Tin _Géak FoF _ Wy ceed Lennnf Lie and
such authorized representative(s) acknowledged that this docunfeht was executed on behalf of the
corporation for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

My Commission Will Expire:

5/1/93 Lif

Notary Public

MICHELLE JACKSON
NOTARY PUBLIC - STATE OF COLORADO

Notary ID 420194016660 Page 14 of 16
My Commission Expires 5/1/2023

MARICOPA COUNTY

Recommended by:

Jennifer Toth, P.E.
Transportation Director

Approval As To Form:

Date

Approved and Accepted by:

Deputy County Attorney

Page 15 of 16

Jack Sellers, Chairman Date
Maricopa County Board of Supervisors

Attest by:

Clerk of the Board Date

EXHIBIT A

Page 16 of 16