LICENSE RE P-50328 CITY OF PHOENIX.PDF

ACCESS AGREEMENT
FOR
MR QUALITY MONITORS
AT
FIRE STATION 31
City of Phoenix Agreement No.
Maricopa County P-50328, C85-l9- -L-00
THIS ACCESS AGREEMENT FOR AIR QUALITY MONITORS ("Agreement") is
made and entered into by and between the City of Phoenix, an Arizona municipal
corporation ("City") and Maricopa County, a political subdivision of the State of Arizona
("County").
RECITALS
A. The City owns Fire Station 31 located at 5730 East Thunderbird Road, Phoenix,
AZ, as indicated on Exhibit A, attached hereto and made a part hereof (the
"Site").
B. The County operates a network of air samplers and desires access to the Site, for
the purpose of installing, maintaining and operating air quality monitors
("Monitors").
C. The City is willing to grant the County access to the Site for the purpose of
installing, maintaining and operating the Monitors in order to sample and analyze
ambient air in the vicinity of the Site, subject to the terms and conditions of this
Agreement.
D. The parties acknowledge that they are authorized to enter into this Agreement.
E. The City is authorized to enter into this Agreement by Ordinance S-44688
adopted by the Council of the City of Phoenix on June 6, 2018.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
Consent to Access. The City hereby grants the County access to the Site for the
sole purpose of installing, maintaining, and operating air quality Monitors, subject
to the terms and conditions set forth herein.
2. Performance Requirements. The parties agree and understand the following with
respect to the installation of the Monitors at the Site:
a. The County shall have the right to install the Monitors on the Site at the
approximate location indicated on Exhibit A.
b. The County shall notify the City Department Contact identified below prior to
installation or relocation of Monitors so that the parties can agree on specific
locations for the Monitors, procedures for access to the Site, and power supply
for the Monitors.
c. The County shall relocate the Monitors at the County's cost and expense if
relocation is requested by the City for the purpose of accommodating City's
operations or use of the Site. The City will provide a minimum of thirty (30)
days' notice for removing or relocating the Monitors.
d. Upon completion of the installation, removal or relocation of the Monitors,
County shall remove all equipment, material and debris and otherwise restore

the construction area to the condition that existed immediately prior to the
installation or relocation of the Monitors, ordinary wear and tear excepted.
e. The County may access the Site and Monitors to remove samples, change
filters and otherwise maintain the Monitors. The County anticipates the
following access requirements:
I. Access for County staff between the hours of 6:00AM to 8:00AM.
2. Daily inspection of Monitors.
3. Additional periodic Site access as needed.
f. The County shall be responsible for the connection and installation of all
utility services used in connection with the Monitors. The County shall pay
the utility services in connection with the Monitors and such utilities shall be
placed in the name of the County.
g. At all times, the City's operations and use of the Site by the City shall take
precedence over the Monitors. The City will notify the County prior to
construction, significant changes in operations, or other activities at the Site
that could significantly impact the air samples or the Monitors.
3. Term and Termination. The term of this Agreement shall be for a period of five
(5) years, commencing upon execution of both parties, subject to earlier
telmination by the City or County. Either the City or County may terminate this
Agreement upon thirty (30) days' written notice to the other party. Upon
termination of this Agreement, County shall promptly remove all Monitors at the
County's cost and expense and restore the area to the condition that existed prior
to the installation of the Monitors, normal wear and tear excepted. The term of
this Agreement may be extended for two (2), five (5) year option terms upon
mutual agreement of the parties.

4. Laws and Regulations. In the exercise of any privilege granted by this
Agreement, County must comply with all applicable State, municipal and local
laws, and the rules, orders, regulations and other legal requirements, including
laws and regulations relating to occupational safety and health and environmental
protection, and all orders, writs, judgments, injunctions, decrees or awards of any
court or governmental authority with jurisdiction over County or the Site relating
to County's operation at the Site. County must obtain promptly and maintain in
effect throughout the term of this Agreement all licenses, permits, authorizations,
registrations, rights and franchises necessary to conduct the actions required or
permitted by this Agreement.
5. Risk of Loss and Liability. The City shall not be liable or responsible for the
costs or for performing any work or services in connection with the Monitors.
The City shall not be responsible or liable for bodily injury or death or for any
loss or damage to the Monitors, equipment or materials of the County or that of its
employees, consultants, contractors, agents, invitees, and representatives except
due to the sole negligence or willful acts of the City. The County shall be
responsible and liable to the City for any damages to the Site, and to property
located on the Site arising from, or in connection with, the performance of the
County's rights pursuant to this Agreement, whether such damages are caused by
the County, its employees, consultants, contractors, agents, invitees, or
representatives.
6. Indemnity. 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 attorney 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 which result in vicarious/derivative liability to the indemnitees, are caused
by the act, omission, negligence, misconduct, or other fault of the indemnitor, its
officers, officials, agents, employees, or volunteers. Nothing in this Agreement

shall be construed as consent to any suit or waiver of any defense in a suit brought
in any state or federal court against either party.
7. Purpose of Monitors. The Monitors shall be used to measure air quality data.
The Monitors shall not be used for enforcement of Maricopa County Air Quality
Rules.
8. Notice. All notices or other communications required or pe witted to be provided
pursuant to this Agreement must be in writing and may be hand delivered, sent by
certified United States Mail, return receipt requested, postage prepaid, or
delivered by a nationally recognized courier service. Any notice will be deemed
to have been given when delivered if hand delivered, when received if sent by
courier, or forty-eight (48) hours following deposit in the United States Mail.
Notices and personnel contacts between the City and County shall be as follows
unless written notice is provided otherwise by one party to the other:
City Department Contact: City of Phoenix
Phoenix Fire Department
Resource Division
2625 S. 19th Ave.
Phoenix, AZ 85009
With Copy to: City of Phoenix
Real Estate Division
Attn: Real Estate Administrator
251 West Washington Street, 8111 Floor
Phoenix, AZ 85003
Telephone: (602) 262-6267
Maricopa County Contact: Maricopa County Real Estate Dept.
Attn: Director
2801 W Durango
Phoenix, AZ 85009
(602) 506-4282
With Copy to: Maricopa County Air Quality Department
Air Monitoring Division
Attn: Air Monitoring Manager
2145 South ll th Avenue, #170
Phoenix, AZ 85007

Telephone: (602) 525-3396
9. General Terms and Conditions.
a. Limited, Nonexclusive Rights. This Agreement is a revocable,
nonexclusive, and non-possessory authorization for County to enter upon and
use the Site solely for the limited purposes and on the terms and conditions
stated in the Agreement. County may not use the Site for any other purpose
or in any other manner without City's prior written consent. Nothing in this
Agreement may be construed as City's representation, warranty, approval, or
consent regarding rights in the Site held by other parties, and County is
responsible for ascertaining the rights of all third parties in the Site and
obtaining their consent to the activities described in this Agreement as
necessary or appropriate. This Agreement in no way restricts City's use or
conveyance of the Site, any interest therein, or any improvements thereon, or
City's use of the Site in any manner not inconsistent with the Agreement.
b. Condition of Premises. County agrees to accept the Site "as is" and
acknowledges that City is not obligated to construct or install any
improvements or facilities of any kind on the Site. County must maintain the
Site in a condition satisfactory to the City, normal wear and tear excepted.
c. Compliance with City Requirements. Any use made of Site pursuant to this
Agreement, and any construction, maintenance, repair, or other work
performed thereon by the County, including the installation and removal of
any article or thing, shall be accomplished in a manner satisfactory to the City.
d. Structures. County may not place or construct upon, over or under the Site any
installation Of structure of any kind or character, except such as are
specifically authorized herein.
e. Operation. County must confine activities on the Site strictly to those
necessary for the enjoyment of the privilege hereby licensed, and must refrain

from marring or impairing the appearance of the Site, obstructing access
thereto, interfering with the transaction of City business and the convenience
of the public, or jeopardizing the safety of persons or property, or causing
justifiable public criticism.
f. Expense. County shall pay any of its costs, expenses or liability connected
with or in any manner incident to the granting, exercise, enjoyment, or
relinquishment of this Agreement..
g. Assignment. County may not assign this Agreement nor sub-license all or any
portion of the Site, and any purported assignment or sub-license by County is
void. This Agreement does not confer on or convey to County any possessory
interest in the Site any right to exclusive possession or occupancy of the Site,
or any right of quiet enjoyment. The privileges granted to County by this
Agreement are personal to County and may not be assigned or transferred to
any other person, firm, corporation, or other entity without the prior, express
and written consent of City.
h. Cancellation. This Agreement is subject to cancellation pursuant to the
provisions of Section 38-511, Arizona Revised Statutes, as amended.
Responsibility for Others. County will be responsible for the conduct and
discipline of its employees, contractors, subcontractors, invitees and licensees
entering upon or using the Site pursuant to this Agreement.
Governing Law. This Agreement will be interpreted according to, and
governed by, the procedural and substantive laws of the State of Arizona. The
successful party in any court action brought to enforce or interpret any
provision of this Agreement will be entitled to recover its reasonable
attorneys' fees and court costs from the unsuccessful party.
k. Recitals. The above Recitals are incorporated in this Agreement by this
reference.

P-50328
C-85-19-0XX-L-00
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the _____ day of ____________, 2019.
MARICOPA COUNTY CITY OF PHOENIX
Ed Zuercher, City Manager
BY: __________________________ BY: _________________________
Bill Gates, Chairman of the Jami Spear
Board of Supervisors Real Estate Administrator
ATTEST: APPROVED AS TO FORM
______________________________ ______________________________
Clerk of the Board Date City Attorney
APPROVED AS TO FORM: ATTEST
_______________________________ _________________________
Deputy County Attorney Date City Clerk
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P-50328
C-85-19- -L-00
Exhibit A
the "Site"
5730 East Thunderbird Road, Phoenix, AZ