P-50343 LICENSE AGREEMENT WITH AZSC MCAO SIGN.PDF

P-50343
LICENSE AGREEMENT
This License Agreement ("Agreement") will be effective as of the date last signed below,
("Effective Date"), between Arizona Science Center, an Arizona nonprofit corporation ("Licensor") and
Maricopa County, a political subdivision of the State of Arizona ("Licensee"). Licensor and Licensee are
sometimes referred to herein individually as a "Party" and collectively as the "Parties".
WHEREAS, Licensor owns the building known as the Arizona Science Center located at 600 E.
Washington Street, Phoenix, AZ, 85004, which is described on Exhibit A, attached hereto and
incorporated herein by this reference (the "Property") and Licensee desires to use an area within the
Property ("Kiosk and Monitor Site Locations") also as depicted on Exhibit A for the Permitted Use as
hereinafter defined ; and
WHEREAS, Licensee desires use of the Property and the Kiosk and Monitor Site Locations to
establish and provide engaging, interactive Clean Air Make More educational kiosk and a
monitoring station by installing and operating (i) a non-regulartory air quality monitoring station
measuring the following elements: ozone, temperature, nitrogen dioxide, PM-2.5 and PM-10 and
(ii) operating an interactive kiosk (collectively, the "Permitted Use"); and
WHEREAS, Licensee has determined that the Property and the Kiosk and Monitor Site Locations are
suitable to establish Licensee's accommodation area to address Licensee's plans associated with the
Permitted Use.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual agreements herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
agree as follows:
1. LICENSED AREA/KIOSK AND MONITOR SITE LOCATIONS.
As described on Exhibit A, the kiosk and monitor stations will be located at the Kiosk and
Monitor Site Locations and upon mutual agreement of the Par-ties, Licensee will place or move
the kiosk and monitoring stations within the Property at the direction of Licensor.
2. REPRESENTATIONS AND WARRANTIES.
A. Licensor represents and warrants to Licensee that: (i) the person executing this Agreement
on behalf of, or as a representative for Licensor, warrants that he/she is duly authorized to
execute and deliver this Agreement on behalf of Licensor as provided in the documentation
submitted to Licensee no later than the date of execution of the Agreement, and that this
Agreement is binding on Licensor in accordance with the terms and conditions herein; and
(ii) Licensor's execution and performance of this Agreement will not violate any laws,
ordinances, covenants, mortgages, licenses or other agreements binding on Licensor.
B. Licensee has inspected the Kiosk and Monitor Site Locations and accepts the same in "AS
IS" condition without any express or implied warranties of any kind of Licensor, other than
those warranties contained in subsection (A) above.
3. GRANT OF LICENSE; TERM.
A. Licensor hereby grants to Licensor a revocable license to use the Property for the Permitted
Use.

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B. Either Party may terminate this Agreement with or without cause by giving ninety (90)
days' advance written notice to the other of intent to terminate.
Q. The term of this Agreement is for approximately two (2) years and shall commence upon
execution by both Parties and expire September 30, 2021.
D. Licensor grants to Licensee the option of renewing the Agreement for two (2) additional
two-year terms. To exercise this option, Licensee shall provide Licensor with written notice
of their intent to renew no later than 60-days prior to the expiration of this Agreement.
E. If Licensee continues to occupy the Kiosk and Monitor Site Locations after the expiration
or termination of this Agreement, holding over will not be considered to operate as a
renewal or extension of this Agreement.
F. This Agreement is specific to Licensee, and may not be transferred or assigned in any
manner, without the prior written approval of Licensor.
4. FEES.
Licensee shall not pay any use fee under this Agreement.
5. UTILITIES.
Licensor is responsible for obtaining, providing and paying for all utilities necessary for the
Permitted Use of the Kiosk and Monitor Site Locations.
6. USE RESTRICTIONS.
A. Licensee shall not remove, damage or alter in any way any existing improvements or
personal property of Licensor within the Kiosk and Monitor Site Locations without
Licensor's prior written approval, which shall not be unreasonably withheld. Licensee shall
repair any damage or alteration to Licensor's property caused by Licensee within the Kiosk
and Monitor Site Locations to the same condition that existed before the damage or
alteration, reasonable wear and tear excepted.
B. Licensee shall use the Kiosk and Monitor Site Locations solely for the Permitted Use.
C. Licensee shall have a non-exclusive right for ingress and egress over the Property during
scheduled business hours, for the Permitted Use, which right shall be exercised so as to not
unreasonably interfere with any Licensor operations.
D. Licensee shall keep the Kiosk and Monitor Site Locations maintained, orderly and clean at
all times.
7. HAZARDOUS WASTE.
Licensee shall not produce, dispose, transport, treat, use or store any hazardous waste or toxic
substance upon or about the Kiosk and Monitor Site Locations in violation of the Arizona
Hazardous Waste Management Act, ARIZONA REVISED STATUTES ("ARS") § 49-901 et seq., the
Resource Conservation and Recovery Act, 42 UNITED STATES CODE ("USC") 6901 et seq., the
Toxic Substances Control Act, 15 USC 2601 et seq., or any other federal, state or local law
pertaining to hazardous waste or toxic substances. Licensee shall not use the Kiosk and Monitor
Site Locations in a manner inconsistent with any regulations, permits or approvals issued by any
state agency. Licensee shall defend, indemnify and hold Licensor harmless against any loss or

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liability incurred by reason of any hazardous waste or toxic substance on or affecting the Kiosk
and Monitor Site Locations to the extent attributable to or caused by Licensee, and shall
immediately notify Licensor of any hazardous waste or toxic substance at any time discovered or
existing upon the Kiosk and Monitor Site Locations. Licensee shall promptly and without a
request by Licensor provide Licensor's Environmental Program Manager with copies of all
written communications between Licensee and any governmental agency concerning
environmental inquiries, reports or problems relating to hazardous waste or toxic substances on
the Kiosk and Monitor Site Locations.
8. CONSTRUCTION AND MAINTENANCE.
A. Licensee has, at its own cost, all responsibilities for the installation of all improvements
proposed by Licensee to the Kiosk and Monitor Site Locations including costs associated
with construction, operation and maintenance, unless damage thereto is caused by Licensor
or its agents or contractors;
B. All improvements made by Licensee to the Kiosk and Monitor Site Locations pursuant to
the terms of this Agreement are subject to and must be in compliance with all applicable
codes, ordinances and laws, including the Americans with Disabilities Act, and constructed
in conformance with the Licensor's approved design standards.
C. Licensee shall not permit any liens to be placed or remain on the Kiosk and Monitor Site
Locations by virtue of any work performed under this Agreement.
9. INDEMNIFICATION.
To the extent peimitted by law, each party (as "indemnitor") agrees to indemnify, defend and
hold harmless the other party (as "indemnitee") from and against any and all claims, losses,
liability, costs or expenses (including reasonable attorneys' fees) (hereinafter collectively referred
to as "claims") arising out of bodily injury of any person (including death) or property damage,
but only to the extent that such claims are caused by the willful misconduct or gross negligence of
the indemnitor, its officers, officials, agents employees, or volunteers.
10. INSURANCE.
Licensor acknowledges that Licensee is self-insured. Licensee shall provide Licensor a Certificate
of Insurance prior to or immediately upon execution of this Agreement.
11. DAMAGE OR DESTRUCTION.
Licensor has no obligation to reimburse Licensee for the loss of or damage to fixtures, equipment
or other personal property, except for loss or damage as is caused by the negligence or fault of
Licensor or its officers, employees or agents. Licensee may insure all fixtures, equipment or
other personal property for its own protection if it so desires.
12. SURRENDER OF POSSESSION.
Upon the expiration or termination of this Agreement, Licensee's right to occupy the Kiosk and
Monitor Site Locations and exercise the privileges and rights granted under this Agreement shall
cease, and it shall surrender and leave the Kiosk and Monitor Site Locations in good condition,
normal wear and tear and casualty not caused by Licensee excepted. Licensee shall have the right
to remove Licensee's personal property from the Property at any time within thirty (30) days after
the expiration or termination of this Agreement.

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13. NOTICE.
A. Except as otherwise provided herein, all notices required or permitted to be given under this
Agreement may be personally delivered or mailed by certified mail, return receipt
requested, postage prepaid, to the following addresses:
To Licensor: Arizona Science Center
Chief Financial and Operations Officer
600 East Washington Street
Phoenix, AZ 85004
Program Manager: Matt Schwartz
Vice President of Innovation
Arizona Science Center
600 East Washington Street
Phoenix, AZ 85004
To Licensee: Maricopa County Real Estate Department
Attention: Director
2801 West Durango Street
Phoenix, AZ 85009
B. Any notice given by certified mail shall be deemed to be received on the third business day
after the date of mailing. Either Party may designate in writing a different address for
notice purposes pursuant to this Section.
14. SEVERAB1LITY.
If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the
remaining terms shall remain effective, provided that elimination of the invalid provision does not
materially prejudice either Party with regard to its respective rights and obligations; in the event
of material prejudice, then the adversely affected Party may terminate this Agreement.
15. TAXES AND LICENSES.
A. Licensee shall pay any leasehold tax, possessory-interest tax, sales tax, personal property
tax, transaction privilege tax or other exaction assessed or assessable by any government as
a result of its occupancy of the Kiosk and Monitor Site Locations under authority of this
Agreement, including any tax assessable on Licensor. If laws or judicial decisions result in
the imposition of a real property tax on the interest of Licensor as a result of Licensee's
occupancy of the Kiosk and Monitor Site Locations, the tax shall also be paid by Licensee
on a proportional basis for the period this Agreement is in effect.
B. Licensee shall, at its own cost, obtain and maintain in full force and effect during the term
of this Agreement any and all licenses and permits required for the activities authorized by
this Agreement.
16. ALTERNATIVE DISPUTE RESOLUTION; LITIGATION.
If a dispute arises concerning any of the terms of this Agreement, the Parties will meet and
attempt in good faith to negotiate a resolution of the dispute. If a resolution is not reached, the
Parties will consider entering into an alternative dispute resolution process, including mediation
and/or arbitration. This Section shall not foreclose the right of either Patty to file a court action.
In the event of any litigation or arbitration between Licensor and Licensee arising under this

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Agreement, the successful Party shall be entitled to recover its reasonable attorneys' fees, expert
witness fees and other costs incurred in connection with the litigation or arbitration.
17. RULES AND REGULATIONS.
Licensee shall at all times comply with all federal, state and local laws, ordinances, rules and
regulations which are applicable to its operations and the Kiosk and Monitor Site Locations,
including all laws, ordinances, rules and regulations adopted after the Effective Date. Licensee
shall display to Licensor, upon request, any permits, licenses or other evidence of compliance
with the law.
18. RIGHT OF ENTRY RESERVED.
A. Licensor may, at any time, enter upon the Kiosk and Monitor Site Locations for any lawful
purpose, so long as the action does not unreasonably interfere with Licensee's use or
occupancy of the Kiosk and Monitor Site Locations.
B. Without limiting the generality of the foregoing, Licensor and any furnisher of utilities and
other services shall have the right, at their own cost, to maintain existing and future utility,
mechanical, electrical and other systems and to enter upon the Kiosk and Monitor Site
Locations at all times to make repairs, replacements or alterations thereto that may, in the
opinion of Licensor, be deemed necessary or advisable and from time to time to construct
or install over, in or under the Kiosk and Monitor Site Locations the systems or parts
thereof and, in connection with maintenance, use the Kiosk and Monitor Site Locations for
access to other parts in and around the Kiosk and Monitor Site Locations; provided that in
the exercise of the right of access, repair, alteration or new construction, Licensor shall not
unreasonably interfere with the use and occupancy of the Kiosk and Monitor Site Locations
by Licensee.
C. Exercise of any of the foregoing rights by Licensor or others pursuant to Licensor's rights
shall not constitute an eviction of Licensee, nor be made the grounds for any abatement of
rent.
19. OWNERSHIP OF EQUIPMENT.
It is expressly understood and agreed that Licensee retains title to all equipment installed by it and
may modify, replace or remove such equipment when necessary. Licensee and Licensor
acknowledge that all equipment and improvements of Licensee shall be deemed personal property
of Licensee.
20. CONFLICTS OF INTEREST.
This Agreement may be cancelled for conflicts of interest as described under A.R.S. § 38-511.
21. E-VERIFY
To the extent applicable under A.R.S. § 41-4401, each Party and its respective subcontractors
warrant compliance with all federal immigration laws and regulations that relate to its employees
and compliance with the E-verify requirements under A.R.S. § 23-214(A). Each Party has the
right to inspect the papers of the other Party or its subcontractors participating in this Agreement
to ensure compliance with this paragraph. A Party's or its subcontractors' breach of the above-
mentioned warranty shall be deemed a material breach of the Agreement and may result in the
termination of the Agreement by a non-breaching Party under the temis of this Agreement.

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22. AGREEMENT AS LICENSE.
The Parties intend and mutually agree that this Agreement shall be construed as a mere license by
Licensor to Licensee to operate within the Property. This Agreement shall not be construed as a
lease, sublease, rental agreement or easement. It is understood and mutually agreed that Licensee
has no interest whatsoever in the Property.
23, VENUE; GOVERNING LAW.
The proper venue for any proceeding at law or in equity or under the provisions for arbitration
shall be Maricopa County, Arizona. This Agreement shall be construed in accordance with and
be governed by the laws of the State of Arizona.
24. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. Faxed and copied
signatures are acceptable as original signatures.
25. MISCELLANEOUS.
The recitals stated herein are, by this reference, incorporated and made a part of this
Agreement.This Agreement constitutes the entire agreement between the Parties concerning the
subject matter stated and supersedes all prior negotiations, understandings and agreements
between the Parties concerning those matters. This Agreement shall be interpreted, applied and
enforced according to the fair meaning of its terms and not be construed strictly in favor of or
against either Party, regardless of which party may have drafted any of its provisions. No
provision of this Agreement may be waived or modified except by a writing signed by the Party
against whom the waiver or modification is sought to be enforced. Any modification of this
Agreement shall be in writing and approved by both Parties.The terms of this Agreement are
binding upon and inure to the benefit of the Parties' successors and assigns.
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C-86-20- -L-00
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as set forth below.
LICENSOR: LICENSEE:
Arizona Science Center, Maricopa County, a political subdivision of
an Arizona nonprofit corporation the state of Arizona
ipa Feldman, CFO Chairman of the Board of Supervisors
/ ATTEST:
Date
Clerk of the Board Date
APPROVED AS TO FORM:
y\?
,-4AJ de/ 17' / 0
Deputy Lott Attorny Date
Exhibit "A"

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Property
Arizona Science Center located at
600 E. Washington Street, Phoenix, AZ, 85004
Kiosk and Monitor Site Locations
AQ Mesh Monitor Location (veranda of 4 th Floor Science Center)
Educational Kiosk Location (4th Floor Science Center inside)