LEASE AGREEMENT WITH TNC.PDF

When Recorded Mail To:
The Nature Conservancy
Attn: Kristen Ross
1510 E. Fort Lowell Road
Tucson, AZ 85719
LEASE AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
THE NATURE CONSERVANCY
C-30-17-013-M-00
L-7467
THIS LEASE AGREEMENT ("Lease") is made and entered into between MARICOPA COUNTY,
a political subdivision of the State of Arizona (hereinafter referred to as “County”) and THE
NATURE CONSERVANCY, a District of Columbia non-profit corporation doing business by and
through its Arizona Program ("TNC") together hereinafter referred to as “Parties” or individually
as a “Party”.
RECITALS:
WHEREAS, County is authorized to enter into this Lease pursuant to A.R.S. §11-201 (A.2), 11-
251(45), 11-932 and 11-933; and
WHEREAS, TNC is authorized to enter into this Lease pursuant to its internal delegations of
authority currently in effect; and
WHEREAS, County, through its Parks and Recreation Department (hereinafter referred to as
“MCPRD”) provides responsible stewardship, quality parks, trails, outdoor education programs,
services and recreational opportunities to the public; and
WHEREAS, TNC is a conservation organization working to protect ecologically important lands
and waters for nature and people and is the owner of the entire Hassayampa River Preserve at
Vulture Mountains Recreation Area (hereinafter referred to as “HRP”), reflected in the attached
Exhibit A. TNC has conservation expertise and has provided conservation management,
oversight and resource management guidance on HRP lands since its acquisition of portions of
HRP in 1989; and
WHEREAS, the Parties have established a cooperative relationship and mutual objectives as
defined in that certain Cooperative Agreement effective as of April 6, 2016, incorporated herein
by reference (hereinafter referred to as the “Cooperative Agreement”), and Hassayampa River
Preserve Site Master Plan as approved by The Nature Conservancy and the Maricopa County
Parks and Recreation Department’s Park Commission dated November 15, 2016 as the same
may be amended from time to time (hereinafter referred to as the “Master Plan”), to achieve
integrated management of HRP that emphasizes its natural, cultural, historic, and wildlife
resources and the sustainability of traditional uses, while embracing compatible recreational,

educational, and commercial visitor services. In these documents, the Parties have committed
to undertake certain activities towards effective conservation and management of HRP,
including the execution of this Lease upon mutually agreed upon terms and conditions as
defined in the Cooperative Agreement; and
WHEREAS, HRP consists of a total of approximately 807 acres. A portion of HRP described
and depicted on the attached Exhibit B will be transferred in fee title to County (hereinafter the
“Fee Property”) concurrent with the execution of this Lease. Portions of HRP were acquired by
TNC through an agreement with the U.S. Army Corps of Engineers and are subject to the In-
Lieu-Fee Mitigation Program (ILF) requirements and shall be retained by TNC for a period of
time. The remainder of HRP, totaling approximately 646 acres (the “Leased Property”) are the
subject of this Lease. The preliminary boundary of the Leased Property is depicted on the
attached Exhibit C. The Parties acknowledge that a boundary survey of the Leased Property is
currently underway and hereby reserve the right to amend Exhibit C as necessary in the future
to further define the Leased Property; and
WHEREAS, TNC intends to donate the Leased Property to County; however there may be
property boundary discrepancies associated with the Leased Property. The Leased Property
will be leased to County via this Agreement until such time as the boundary discrepancies are
resolved to the satisfaction of County. Upon resolution of the boundary discrepancies to
County’s satisfaction, TNC will execute a Gift Deed with Reservation of Conservation
Easement, the form of which shall be mutually agreed upon by County and TNC prior to
execution, that conveys in fee the Leased Property to County. A termination of this Agreement
will be executed simultaneous to the conveyance of the Leased Property to County; and
WHEREAS, the Parties have finalized the Master Plan which is intended to integrate
management of HRP into the greater Vulture Mountains Cooperative Recreation Management
Area Master Plan previously approved by County in 2012; and
WHEREAS, the Parties acknowledge that this Lease will require administrative action from time
to time to carry out the intent of the Lease, County’s Director of MCPRD and TNC’s State
Director or designee are hereby given the authority and charged with the responsibility for
proper administration of this Lease, whether or not specific authority is granted in any provision
of this Lease.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, TNC
and County hereby agree to the following:
LEASE TERMS:
1. Lease. The Recitals set forth above are hereby incorporated in this Lease. Subject to
the terms and conditions set forth herein, TNC hereby leases the Leased Property and any
structures thereon to County to facilitate management of HRP and to undertake conservation
activities and other approved activities as defined in the Master Plan in furtherance of the
Parties’ missions.
2. Term. The commencement date of this Lease shall be the date of the last Party’s
signature (the “Commencement Date”). This Lease shall terminate on April 30, 2022, unless
terminated early or extended pursuant to the provisions contained in this Lease (the “Lease
Term”) or upon transfer of fee ownership of the Leased Property to County.
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a. Land Conveyance. At the end of the initial Lease Term or sooner, parties shall
determine the terms of conveyance of the Leased Property or initiate a Term Renewal.
b. Term Renewal. Unless terminated due to fee title transfer or a written notice of
nonrenewal is given to the other Party no later than sixty (60) days prior of the end of
this Lease Term, the Lease Term shall be automatically renewed for an additional period
of ten (10) years upon the same terms and conditions as set forth herein with such
amendments as TNC and County deem desirable at that time.
c. Term Extension. By written notice to other Party no later than sixty (60) days prior to the
end of the Lease Renewal, either Party may initiate an extension to the term of this
Lease for an additional period less than ten (10) years mutually agreed upon between
the Parties and upon the same terms and conditions as set forth herein with such
amendments as TNC and County deem desirable at that time. Such extension must be
in writing, signed by both Parties, prior to the termination of the current Lease Term.
d. Taxes. During the Lease Term, the County shall be responsible for paying any real
estate or any other taxes that become due to any taxing authority for the Leased
Property and for any permitted uses thereon.
3. Fees. In consideration for the terms and conditions contained in this Lease, TNC hereby
leases the Leased Property to County for One Dollar ($1.00), plus the valuable consideration
set forth in paragraph 22 of this Lease, and other good and valuable consideration, receipt of
which is hereby acknowledged by TNC.
4. Use and Management of Leased Property. The Parties agree that use and management
activities in the Master Plan are specifically allowed on the Leased Property, as the same may
be amended from time to time. If a use that is not included in the master Plan is proposed, the
County may request TNC’s approval for such use, which approval shall unreasonably be
withheld. The Master Plan and any amendments or revisions thereto, including all appendices,
attachments and exhibits is incorporated herein by reference and made a part hereof. In the
event of a conflict between the terms of the Master Plan and the terms of this Lease with regard
to the Leased Property’s use and management, the terms of Master Plan shall prevail.
5. Condition and Maintenance of the Leased Property. County will protect the Leased
Property and will, at the expiration of this Lease, yield possession of the Leased Property in a
similar condition as Leased Property now is or may be placed at any time during this Lease,
ordinary wear exempted. The condition at time of lease shall be documented by a report that will
be prepared and approved in writing by TNC and County, and this report shall be kept on file at
TNC and County offices.
6. Conservation Values. County acknowledges that the Leased Property has significant
natural, scenic, open space, ecological and scientific values that are of great importance to TNC
and the residents of Arizona (the “Conservation Values”). County shall manage the Leased
Property in compliance with the conditions of use and strategies set forth in the Master Plan.
7. Access. TNC shall have the right to access the Leased Property to undertake
conservation activities. Additionally, TNC retains the right of access over and across the
Leased Property to access portions of HRP to which TNC retains fee title or management
responsibilities.
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8. Dispute Resolution; Attorneys’ Fees. Any dispute arising out of or relating to this Lease
shall be submitted to mandatory, binding arbitration. Notice of the dispute must be in writing
and made pursuant to Paragraph 23 below, and shall provide a summary of the issue of the
dispute. The Parties shall confer within thirty (30) days of the Parties’ receipt of such notice and
must, within ten (10) days after conferring, agree on a mutually acceptable arbitrator. If the
Parties cannot agree, each Party shall name one (1) arbitrator, who shall together select a third
arbitrator. Any decisions made shall be made by a majority of the panel of three (3) arbitrators.
Such arbitration shall be binding and subject to enforcement action.
9. Default; Termination. If TNC reasonably believes that County has defaulted or otherwise
violated the covenants and agreements set forth herein or the terms and conditions of the
Master Plan as they apply to the Leased Property, then TNC shall give County written
notification to cure the alleged default or violation. If the Parties cannot agree that a cure exists,
or if the purported default or violation is in dispute, TNC and County shall proceed in
accordance with the dispute resolution process set forth in Section 8 above. Upon termination
of the Lease, neither Party shall have any further rights or obligations hereunder except as
otherwise expressly provided. TNC may also re-lease the Leased Property to another party,
without prejudice to TNC's other remedies at law or in equity.
a) Conflict of Interest. The Lease is subject to A.R.S. 38-511 and may be canceled by
the County pursuant thereto without any penalty or liability.
b) Availability of Funds. All obligations of the County under this Lease shall be subject
to the availability of funds approved by the County’s Board of Supervisors within a
given fiscal year (the “Available Funds”). In the event there are not sufficient
Available Funds to enable the County to maintain the Leased Property, the County
may, after providing TNC with thirty (30) days written notice, limit the management of
or maintenance on the Property, or otherwise elect to take actions, or fail to take
actions, as may be necessary to hold the Leased Property until Available Funds are
sufficient to enable the County to resume management and/or maintenance of the
Property. Further, this Lease may be terminated by County at the end of any fiscal
year due to non-appropriation of funds. Notice of such termination shall be made in
writing in compliance with Section 23 below with at least ninety (90) days’ notice. To
the extent that any trails or other public uses of the Fee Property encroach into the
Leased Property and this Lease is terminated by County prior to fee title transfer, the
County agrees to reroute the trail systems so that they are entirely within the Fee
Property, and divert any other public use of the Leased Property by the public, within
sixty (60) days of the termination of this Lease. Such revisions to limit public use of
the Leased Property once the lease is terminated must be reflected in the Master
Plan.
10. Condemnation. TNC and County agree that if the Leased Property shall be taken or
condemned for public or quasi-public use or purpose (or purchased in lieu of any such taking or
condemnation), this Lease shall terminate on the date on which County is deprived of
possession of the Leased Property and neither Party shall have any further rights or obligations
hereunder except as otherwise expressly provided herein. If a portion of the Leased Property is
taken or condemned for public or quasi-public use or purpose (or purchased in lieu of any such
taking or condemnation) and such partial taking or condemnation materially interferes with the
County's ability to continue management of the Leased Property, then County shall have the
right to cancel this Lease by providing TNC with written notice thereof within thirty (30) days
after possession thereof is taken by such condemning authority, in which event this Lease shall
L-7467 HRP: TNC and Maricopa County 4

terminate and neither Party shall have any further rights or obligations hereunder except as
otherwise expressly provided. If such a partial taking occurs and this Lease is not canceled, this
Lease shall cease as to the portion of the Leased Property so taken. In the event of any such
taking or condemnation (or purchase in lieu thereof), County shall have no claim against TNC.
11. Limitation on Liability; Indemnification. Except for TNC’s negligent use of the Leased
Property by TNC, TNC’s guests, invitees, licensees or agents or in connection with this Lease,
TNC, its affiliates, partners, officers, directors, members, trustees, employees, and agents shall
have no liability for and shall not assume any liability or responsibility with respect to the
management of the Leased Property, or County operations on the Leased Property, and shall
have no liability for any claim of loss or interruption of operations or any consequential damages
or indirect losses whatsoever. Any property or personal effects placed or stored in or about the
Leased Property shall be at the sole risk of County, and TNC, its affiliates, employees, and
agents shall not be responsible or liable for such property. County shall hold TNC harmless
from any and all manner of actions, claims, demands or suits incurred by TNC in connection
with County's negligent use of the Leased Property by County, County's guests, invitees,
licensees or agents or in connection with this Lease. TNC shall hold the County harmless from
any and all manner of actions, claims, demands or suits incurred by the County in connection
with TNC’s negligent use of the Leased Property by TNC, TNC’s guests, invitees, licensees or
agents or in connection with this Lease. This Paragraph shall survive the expiration or any
termination of this Lease.
13. Insurance. The Parties acknowledge that Maricopa County is self-insured as provided in
A.R.S. §11-981 and that this self-insurance fully complies with the insurance requirements for
the Leased Property. During the term of this Lease, TNC shall be a named as an insured by
Maricopa County. TNC agrees to obtain and maintain in effect throughout the initial Lease
Term and any subsequent term, casualty, public liability, contractual liability (specifically insuring
the indemnity provisions contained herein), and such other insurance as the TNC reasonably
decides to be necessary or desirable for the protection of the interests of TNC and County.
Public liability insurance shall include bodily injury, property damage and personal injury
coverage in amounts not less than those carried in the form and coverage amounts commonly
carried by reasonable owners of properties similar in type, location and value, whatever amount
is highest.
13. Acts Beyond County’s Control. Nothing contained in this Lease shall be construed to
entitle TNC to bring any action against County for any injury to or change in the Leased
Property resulting from causes beyond County’s control, including, without limitation, fire, flood,
storm, infestations, natural deterioration, earth movement, acts of third parties legally authorized
to act by recorded instrument or other legally established rights, the wrongful acts of third
parties other than County’s agents, employees, invitees or contractors (provided the County has
taken reasonable steps to prevent such third parties from trespassing and from causing harm to
the Leased Property and has not consented to or participated in the acts of such third parties),
or from any prudent action taken by TNC under emergency conditions to prevent, abate, or
mitigate significant injury to the Leased Property resulting from such causes. County shall notify
TNC of any occurrence that would adversely affect or interfere with the Conservation Values,
whether caused by the County’s acts or omissions or by a third party or parties. In the event of
violations of this Lease caused by the wrongful acts of a third party, County shall cooperate fully
with TNC in enforcement, including but not limited to: (1) gathering facts and information
relevant to the violation; (2) in some cases assigning its right of action to TNC; and/or (3) joining
in any claim or legal action, all at the election of TNC.
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14. Minerals Ownership. County does not assume any risk associated with the mineral
owner's potential development of any minerals on or under the Leased Property and shall not
be liable for any damages to the Leased Property due to mining activities. County agrees not to
consent to any mineral exploration or development on the Leased Property nor to hold itself out
as an agent for doing so. County will direct any mineral inquiry to TNC and defer to TNC for all
such decisions and authorizations.
15. Water Rights. TNC will maintain the partial in-stream flow rights associated with the
Leased Property. TNC, at their sole cost and expense, agrees to continue to monitor the
ongoing General Stream Adjudication claim(s) and litigation as it relates to the Leased Property
while this Lease is in force.
16. Utilities. Presently there are no utilities on the Leased Property. County agrees to pay
the cost for all future utilities and services to the Leased Property as agreed to by the Parties.
17. Rules and Regulations. County and TNC shall agree to rules and regulations relating to
the Leased Property that shall be consistently enforced on the Leased Property and Fee
Property and which are legally enforceable under the laws of the State of Arizona and Maricopa
County. Such rules shall be posted on the Leased Property and Fee Property for public notice.
County shall not use the Leased Property for any unlawful purposes, including, but not limited
to, using, manufacturing, selling, storing or transporting illicit drugs or other contraband, or
violating any law or ordinance, or committing a waste or nuisance on or about the Leased
Property in violation of law.
18. Alterations. All administrative and operational functions shall be implemented through an
annual management plan (hereinafter referred to as an “Annual Operations Plan” or “AOP”) as
included in the Master Plan as an appendix. The purpose of the AOP is to identify management
and operational procedures to allow greater flexibility in adapting to changes in management
practices, economic climate, technology and recreation trends. County shall not make any
alterations in or about the Leased Property, unless included in the Master Plan.
19. Possession. If TNC is unable to deliver possession of the Leased Property on the
Commencement Date, such date shall be extended to a date on which possession is made
available to County.
20. Surrender. Upon expiration or earlier termination of this Lease, County shall:
a. Give TNC all copies of all keys or opening devices to the Leased Property, including any
common areas; and,
b. Vacate the Leased Property and surrender it to TNC empty of all persons and domestic
animals, if any; and,
c. Vacate any/all buildings and/or storage spaces, if any; and,
d. Deliver the Leased Property to TNC in a condition as similar as possible to the condition
referenced in Paragraph 5 general wear and tear excepted; and,
e. Cooperate with TNC to perform all tasks necessary to surrender the Leased Property
back to TNC.
L-7467 HRP: TNC and Maricopa County 6

21. Personal Property. If County does not remove all of County's furniture, personal
property or other effects (the “Personalty”) from the Leased Property at the expiration or earlier
termination of this Lease, TNC may, at its option upon thirty (30) calendar day notice to County,
remove all or part of such Personalty in any manner that TNC shall choose and store or dispose
of the same without liability to County for loss thereof. County shall be liable to TNC for all
expenses incurred in such removal, storage and disposal and shall pay the same to TNC upon
demand.
22. Termination Remedy. The Parties acknowledge and agree that the execution of this
Lease is in consideration of, and integral to, the conveyance of the adjacent 65.3 acre Fee
Property to the County and the two (2) properties must be considered together. If this Lease is
terminated by County due to non-appropriation of funds, and fee title to the Leased Property has
not been conveyed to the County, the Parties agree that County shall grant TNC the right, via a
separate document, to utilize necessary portion(s) of the Fee Property for the purpose of
maintaining the Leased Property. This right shall inure to the benefit of TNC’s successors,
assigns, contractors and any parties under agreement to manage the Leased Property on
behalf of TNC.
23. Notices. Notice from one Party to the other shall be deemed to have been properly
given if mailed by first class or certified mail, postage prepaid, to the other Party at the
respective addresses which appear in this Lease or to any other individual or location specified
by TNC in writing to County or by County to TNC. Email communication alone shall not be
sufficient to be considered proper notice.
For TNC:
Director, Land Protection
The Nature Conservancy
1510 E. Fort Lowell Road
Tucson, AZ 85719
Phone: (520) 622-3861
Fax: (520) 620-1799
Email: hreading@tnc.org
For County:
Operations Manager
Maricopa County Parks and Recreation Department
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Phone: (928) 501-9202
Fax: (602) 372-8596
Email: jenniferwaller@mail.maricopa.gov
24. Severability. If any provision of this Lease or portion of such provision or the application
thereof to any person or circumstances is held invalid, the remainder of the Lease (or the
remainder of such provision) and the application thereof to other persons or circumstances shall
not be affected thereby.
25. Assignment. County will neither sublet the Leased Property nor any part thereof, nor
transfer or assign this Lease, without obtaining advance written consent of TNC in each case,
which consent may not be unreasonably withheld. County shall not permit any transfer, by
operation of law, of the interest in the Leased Property. TNC retains the right to transfer the
L-7467 HRP: TNC and Maricopa County 7

Leased Property leased hereunder and shall have the option to assign this Lease to the
transferee. In the event of TNC’s transfer or assignment to this Lease, TNC shall provide
County with written notice of such transfer or assignment, including contact information of the
transferee or assignee, within thirty (30) calendar days of said transfer or assignment. TNC’s
consent to any one assignment, transfer, or sublease, shall not be construed as consent to any
subsequent assignment, transfer or sublease, and does not release County of County’s
obligation under this Lease.
26. Waiver. The waiver of one breach of any term, condition, covenant, obligation or
agreement of this Lease shall not be considered to be a waiver of that or any other term,
condition, covenant, obligation or agreement or of any subsequent breach thereof.
27. Amendment. If circumstances arise under which an amendment to or modification of the
Lease would be appropriate, County and TNC may jointly amend the Lease provided such
amendment is in writing duly executed by both Parties.
28. Entire Lease. All Parties acknowledge that County and TNC are executing an
Agreement to Donate and Gift Deed with Reservation of Conservation Easement and Access
Easement simultaneous to the execution of this Lease. In addition, the Parties have previously
entered into the Cooperative Agreement, a Revocable License Agreement, and a Right of Entry
for portion(s) of HRP. All of the aforementioned agreements between TNC and County related
to the Leased Property contemplated herein are incorporated in this Lease, which constitutes
the entire contract. It is intended as a final expression of the Parties’ agreement and may not be
contradicted by evidence of any prior agreement or contemporaneous oral agreement. The
Parties further intend that this Lease constitutes the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other
proceeding, if any, involving this Lease unless mutually agreed upon between the Parties and
upon the same terms and conditions as set forth herein with such amendments as TNC and
County deem desirable at that time.
29. Insurance. County’s personal property and vehicles are not insured by TNC against loss
or damage due to fire, theft, vandalism, rain, water, criminal or negligent acts of others, or any
other cause.
30. Headings. The headings appearing at the beginning of each paragraph of this Lease
are intended only for convenience of reference and are not to be considered in construing this
Lease.
31. 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 TNC and County
hereby waive any right to object to venue. This Lease shall be construed in accordance with
and be governed by the laws of the State of Arizona.
32. Counterparts. This Lease 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.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGES FOLLOW.
L-7467 HRP: TNC and Maricopa County 8

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year last
mentioned below.
TNC (LESSOR)
THE NATURE CONSERVANCY, a District of Columbia non-profit corporation
By ________________________________
Its ________________________________
STATE OF ____________ )
)
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ____ Day of
____________, 2017 by ___________________________ as ____________________ and
attesting officer of THE NATURE CONSERVANCY, a District of Columbia non-profit
corporation.
______________________________
NOTARY PUBLIC
NOTARIAL SEAL/EXPIRATION:
L-7467 HRP: TNC and Maricopa County 9

COUNTY (LESSEE)
RECOMMENDED BY:
MARICOPA COUNTY PARKS AND RECREATION DEPARTMENT
_______________________________ ____________________
Name: RJ Cardin Date
Title: Maricopa County Parks and Recreation Director
APPROVED BY:
MARICOPA COUNTY
_______________________________
Chairman, Board of Supervisors Date
ATTEST
Clerk of the Board Date
Approved as to Form:
Attorney for Maricopa County Date
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Exhibit A
Hassayampa River Preserve
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Exhibit B
Fee Property
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Exhibit B
Fee Property (continued)
L-7467 HRP: TNC and Maricopa County 13

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