LICENSE RE P-50305 AZ CTR FOR NATURE CONSERVANCY.PDF

Agreement No. P-50305
C-85-18-0XX-L-00
LICENSE AGREEMENT
FOR USE OF REAL PROPERTY
This License Agreement for Use of Real Property (“Agreement”) is executed to be effective the
_____ day of _______________, 2017 (“Effective Date”), between Arizona Center for Nature
Conservation, Inc., an Arizona non-profit corporation (“Licensor”) and Maricopa County, a political
subdivision of the State of Arizona ("Licensee"). The Licensor and Licensee are sometimes referred to
herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, Licensor controls certain real property located at 10409 South Central Avenue, Phoenix, AZ,
which is described on attached Exhibit A (the “Property” or “Monitor Site”); and
WHEREAS, Licensee desires revocable use of the Property to establish and provide an engaging,
interactive Clean Air Make More educational kiosk and monitoring station (the “Permitted Use”); and
WHEREAS, Licensee has determined that the Property is suitable to establish Licensee’s accommodation
area to address Licensee’s plans associated with the Permitted Use.
THEREFORE, in consideration of the foregoing recitals and other valuable consideration the Parties
agree as follows:
1. LICENSED AREA/MONITOR SITE.
The kiosk and monitor station will be located on the Property and upon mutual agreement of the
Parties, Licensee will place or move the kiosk and/or monitoring station within the Property at
the direction ofLicensor.
2. REPRESENTATIONS AND WARRANTIES.
A. Licensor represents and warrants to Licensee that: (i) Licensor, and its authorized
signatory, has full right, power and authority to execute this Agreement; 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 studied and inspected the Monitor Site and accepts the same in “AS IS”
condition without any express or implied warranties of any kind, other than those
warranties contained in subsection (A) above, including any warranties or representations
by Licensor as to title or its condition or fitness for any use. Licensee has inspected the
Monitor Site and obtained information and professional advice as Licensee has determined
to be necessary related to this Agreement.
3. GRANT OF LICENSE; TERM.
A. Nothing in this Agreement shall be construed as granting Licensee the authority to use any
property that is owned by any person or entity other than Licensor.

B. This Agreement is not intended to represent permission granted in perpetuity. Either party
may terminate this Agreement without cause by giving ninety (90) days’ advance written
notice to the other of intent to terminate.
C. The term of this Agreement is for approximately two (2) years and shall commence upon
execution by both Parties and expire on September 30, 2019.
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 Monitor Site 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. Notwithstanding any provision in this Agreement to the contrary or any negotiation,
correspondence, course of performance or dealing, or other statements or acts by or between
the parties, Licensee’s rights in the Monitor Site are limited to the rights created by this
Agreement, which create only a license in the Monitor Site, which is revocable only as set
forth expressly herein. Licensor and Licensee do not by this instrument intend to create a
lease, easement or other real property interest. Licensee has no real property interest in the
Monitor Site. Licensee’s sole remedy for any breach or threatened breach of this
Agreement by Licensor will be an action for damages. Licensee’s rights are subject to all
covenants, restrictions, easements, agreements, reservations and encumbrances upon, and
all other conditions of title to the Monitor Site. Licensee’s rights under this Agreement are
further subject to all present and future building restrictions, regulations, zoning laws,
ordinances, resolutions and orders of any local, state or federal agency, now or later having
jurisdiction over the Monitor Site or Licensor’s use of the Monitor Site.
G. This license Agreement is specific to Licensee, and may not be transferred or assigned in
any manner, without the prior written approval of Licensor.
4. FEES.
This Section intentionally left blank.
5. UTILITIES.
Licensor is responsible for obtaining and paying for all utilities necessary for its use of the Monitor Site.
6. USE RESTRICTIONS.
A. Licensee shall not remove, damage or alter in any way any existing improvements or
personal property of Licensor within the Monitor Site without Licensor’s prior written
approval, which shall not be unreasonably withheld. Licensee shall repair any damage or
alteration to Licensor’s property to the same condition that existed before the damage or
alteration, reasonable wear and tear excepted.
B. Licensee shall use the Monitor Site solely for the purpose of 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.

C. Licensee shall have a non-exclusive right for ingress and egress during scheduled business
hours, for the authorized use, which right shall be exercised so as to not unreasonably
interfere with any Licensor operations.
D. Licensee shall keep the Monitor Site maintained, orderly and clean at all times.
E. Subject to the terms set forth herein, Licensee acknowledges that Licensee’s use of the
Monitor Site shall be subject and subordinate to, and shall not adversely affect, Licensor’s
use of the Monitor Site.
7. HAZARDOUS WASTE.
Licensee shall not produce, dispose, transport, treat, use or store any hazardous waste or toxic substance
upon or about the Monitor Site 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
Monitor Site 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 liability
incurred by reason of any hazardous waste or toxic substance on or affecting the Monitor Site 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 Monitor Site. 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
Monitor Site.
8. CONSTRUCTION AND MAINTENANCE.
A. Licensee has, at its own cost, all responsibilities for the installation of all improvements
proposed by Licensee to the Monitor Site 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 Monitor Site 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 Monitor Site by virtue of
any work performed under this Agreement.
9. INDEMNIFICATION.
To the extent permitted 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 attorney’s 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 with
a certificate of self-insurance.
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 Monitor Site and
exercise the privileges and rights granted under this Agreement shall cease, and it shall surrender and
leave the Monitor Site in good condition, normal wear and tear and casualty not caused by Licensee
excepted.
13. NOTICE.
A. Except as otherwise provided, all notices required or permitted to be given under this
Agreement may be personally delivered in person or mailed by certified mail, return receipt
requested, postage prepaid, to the following addresses:
To Licensor: Arizona Center for Nature Conservation, Inc.
President and CEO
455 North Galvin Parkway
Phoenix, AZ 85008
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. SEVERABILITY.
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 as a result of its
occupancy of the Monitor Site 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 Monitor
Site, 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.
This Agreement shall be governed by the laws of the State of Arizona. 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 party to file a court action. In the event of any litigation or arbitration between Licensor and
Licensee arising under this Agreement, the successful party shall be entitled to recover its reasonable
attorney’s 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 Monitor Site, 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 Monitor Site for any lawful purpose, so long as
the action does not unreasonably interfere with Licensee’s use or occupancy of the Monitor
Site.
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 Monitor Site 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 Monitor Site the systems or parts thereof and, in connection with maintenance,
use the Monitor Site for access to other parts in and around the Monitor Site; 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 Monitor Site 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 or any claim for damages.

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.
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 terms of this Agreement.
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 City 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 and City and the Licensee hereby waive any right to object to venue. This
Agreement shall be construed in accordance with and be governed by the laws of the State of Arizona.
24. MISCELLANEOUS.
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. This
Agreement may be executed in any number of counterpart copies, each of which shall be deemed an
original, but all of which together shall constitute a single instrument. The terms of this Agreement are
binding upon and inure to the benefit of the parties’ successors and assigns.

Agreement No. P-50305
C-85-18-0XX-L-00
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as set forth below.
LICENSOR: LICENSEE:
Arizona Center for Nature Conservation, Inc. Maricopa County
____________________________________ ____________________________________
Norberto J Castro, President and CEO Chairman of the Board of Supervisors
____________________________________ ATTEST:
Date
____________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
____________________________________
Deputy County Attorney Date

Agreement No. P-50305
C-85-18-0XX-L-00
Exhibit “A”
Property