TNC TEMPORARY LICENSE AGREEMENT FOR HASSAYAMPA RIVER PRESERVE.PDF

REVOCABLE LICENSE AGREEMENT
BETWEEN
THE NATURE CONSERVANCY
AND
MARICOPA COUNTY
T-20075
C-18-12-032-3-00 & 01 Effective Date: January 3, 2017
THIS Revocable License Agreement (the "Agreement") is made and entered into by and between
THE NATURE CONSERVANCY, a District of Columbia non-profit corporation doing business
by and through its Arizona Program ("Licensor") and MARICOPA COUNTY, a political
subdivision of the State of Arizona ("Licensee"). Licensor and Licensee shall collectively be
referred to herein as the "Parties."
WITNES SETH
WHEREAS, it is understood by the Parties hereto that Licensor owns real property (the
"Licensed Property") depicted on Exhibit "A" which is attached hereto and made a part hereof,
and Licensor agrees to allow Licensee, through this Agreement, to use and manage the Licensed
Property in a manner consistent with Licensor's current use and management of the Hassayampa
River Preserve (the "Preserve"), of which the Licensed Property is a part, subject to the terms
and conditions contained herein; 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, a copy
of which is attached hereto and incorporated herein as Exhibit B (hereinafter referred to as the
"Cooperative Agreement"), and Hassayampa River Preserve Site Master Plan as approved by
The Nature Conservancy and the Maricopa County Board of Supervisors dated November 16,
2016, as the same may be amended from time to time (hereinafter referred to as the "Master
Plan"), both of which address the intent of the parties as to the management and ownership of the
Licensed Property (also referred to in the Cooperative Agreement as the "Managed Lands"); and
WHEREAS, Licensor is willing to consent to Licensee's use and management of the
Licensed Property for an interim period consistent with the Master Plan, to allow the Parties a
period of time to continue to pursue agreement for long term ownership and/or use and/or
management of the Preserve.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as
follows.

1. Recitals
The foregoing recitals are incorporated into this Agreement by this reference.
2. License Granted
Licensor does hereby grant to Licensee a revocable license ("License") granting the
nonpossessory and nonexclusive right and privilege to enter upon and use certain real
property, the Licensed Property, under the terms and conditions stated herein. Nothing
herein shall be construed as a conveyance of a real property interest in the Licensed
Property.
3. Purpose
Licensee shall use and manage the Licensed Property, consistent with Licensor's current
use and management of the Licensed Property and the Master Plan for conservation, outdoor
education and recreational activities for guests, invitees, volunteers, employees and agents.
Licensee shall not use the Licensed Property for any other purpose without the prior written
approval of Licensor. Licensee acknowledges that, but for this License, it has no rights to use or
occupy or manage the Licensed Property, and Licensee represents that it makes no claim to such
rights.
4. Compensation
4.1 As consideration for granting this License, Licensee shall pay Licensor a one-time
license fee ("License Fee") in the sum of Ten Dollars and NO/100 ($10.00), in addition to other
good and valuable consideration, receipt of which is hereby acknowledged by Licensor. As part
of managing the Licensed Property, Licensee shall have the right to collect fees from visitors to
the Preserve in amounts equal to Licensor's current fee schedule. Also Licensee may retain all
fees collected by Licensee under this Agreement to offset Licensee's costs to maintain the
Preserve as further described in the Cooperative Agreement.
4.2 Licensor shall be responsible for all federal, state and local excise, sales, privilege,
gross receipts and other similar taxes lawfully imposed on, and the responsibility of, Licensor as a
result of the consideration paid to Licensor by Licensee, if any, received by Licensor under this
License.
4.3 Licensee shall be responsible for all federal, state and local excise, sales, privilege,
gross receipts and other similar taxes lawfully imposed on, and the responsibility of, Licensee as a
result of the fees collected by Licensee from visitors to the Preserve, if any, under this License.
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5. Term
The term of this Agreement shall be from January 3, 2017 (the "Effective Date") through
February 1, 2017, unless terminated earlier per Section 8 and/or Section 22 hereof. The term may
be extended through mutual written agreement of the parties.
6. Default
If a party ("Defaulting Party") fails (i) to make payment required herein by its due date or
(ii) perform an material obligation under this Agreement within five (5) days after written notice
is given to the Defaulting Party of its failure to perform such obligation on the date when such
performance was due (or, if such default cannot reasonably be cured within five (5) days, then
within such longer period as is determined by the non-defaulting party to be necessary to cure
such default, provided the Defaulting Party commences to cure such default within the five
(5)day period), then, upon the expiration of the applicable cure period, if any, the non-defaulting
party may terminate this License upon not less than five (5) calendar days prior written notice to
the Defaulting Party.
7. Successors and Assigns
The privileges granted to Licensee herein shall not inure to or benefit any person or entity
other than Licensee, either through assignment or sublicense. Any attempt by Licensee to so assign
or sublicense all or any portion of the Licensed Property for any purpose whatsoever shall void this
Agreement.
S. Termination of the License
8.1 Either party may terminate this Agreement with or without cause upon not less than
five (5) days written notice.
8.2 Licensor may, at any time and at no cost or liability to Licensor, terminate this
Agreement if Licensor determines that any of the following apply:
(i) The use of the Licensed Property has become incompatible with the purposes,
safety, or security of the Preserve; or
(ii) Termination is necessary for Licensor's operational needs for the Preserve.
9. Maintenance of Licensed Property
9.1 Licensee shall maintain all of the Licensed Property in reasonably good, sanitary and
safe condition.
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10. Nonexclusive Rights
The license granted under this Agreement is nonexclusive and nothing herein shall be
construed to prevent or restrict Licensor from granting other privileges to use the Licensed Property
in a manner the Parties deem not inconsistent with Licensee's use of the Licensed Property in
accordance with this Agreement.
11. Existing Easements and Licenses
This License is subject to all existing encumbrances of record, including easements and
licenses, if any. Nothing in this Agreement shall be construed to be a representation, warranty,
approval or consent of Licensee regarding rights in the Licensed Property held by other parties.
Licensor shall indemnify, release and hold harmless Licensee and its agents, contractors, employees,
members, officers and partners, if any, from any and all liabilities, claims, obligations, demands, causes of
action, damages, costs, expenses, attorneys' fees, in law or in equity, whether known or unknown, that
any other parties using the Licensed Property, including by license, easement or otherwise, may have or
may claim to have, which now exist or may hereafter arise12. Indemnification
12. Indemnification
To the extent not prohibited 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 reasonably 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 act, omission, negligence, misconduct, or other fault
of the party and its officers, officials, agents, employees, or volunteers.
13. Insurance
13.1 Licensor recognizes that Licensee is self-insured as provide in AR. S. §11-981.
14. Environmental Compliance
14.1 Licensee may not allow contamination or pollution on Licensed Property, waters or
facilities by its employees or agents and shall take reasonable precautions to prevent such
contamination or pollution by third parties.
14.2 Licensee shall comply with all applicable Federal, State, and local laws and
regulations, existing or hereafter enacted or promulgated, concerning any hazardous material.
14.3 "Hazardous material" means any substance, pollutant, or contaminant listed as
hazardous under the Comprehensive Environmental Response, Compensation, and Liability Act of
1980 as amended, 42 U.S .C. § 9601, et seq., and the regulations promulgated pursuant to that Act.
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14.4 Upon discovery of any event which may or does result in contamination or pollution
of Licensed Property, waters or facilities, Licensee shall initiate any necessary emergency measures
to protect health, safety and the environment and shall report such discovery and full details of the
actions taken to the Licensor. Reporting is timely if made within twenty-four (24) hours of the time
of discovery if it is an emergency or by the first working day if it is a non-emergency. An
emergency is a situation that requires immediate action to reduce or avoid endangering public health
and safety or the environment.
14.5 Violation of any of the provisions of this Article 14, as determined by the Licensor,
may constitute grounds for termination of this Agreement. Such violations require immediate
corrective action by Licensee and shall make Licensee liable for the cost of full and complete
remediation and/or restoration of any Licensed Property, waters or facilities that are adversely
affected as a result of the violation.
14.6 Licensee hereby assumes and accepts all liability and responsibility for initiation and
completion of response, cleanup, and corrective and remedial action, and the cost thereof, required
on the Licensed Property and any other affected premises, due to any action taken by Licensee or its
agents, officers, directors, or employees that that results in release of any hazardous substance
within the meaning of the Federal Comprehensive Environmental Response, Compensation and
Liability Act — 42 U.S.C. § 9601 et seq., or the Arizona Environmental Quality Act — A.R.S. § 49-
101 et seq., as such laws have been or are amended from time to time, or regulated substance within
the meaning of Subtitle 1 of the Federal Resource Conservation and Recovery Act (Underground
Storage Tanks) -- 42 U.S.C. § 6991a et seq., or the Arizona Underground Storage Tank Law --
A.R.S. § 49-1001 et seq., as such laws have been or are amended from time to time. This Section
14 shall survive termination of this License.
15. Licensor's Right to Inspect
15.1 Licensor may enter any part of the Licensed Property at all reasonable times to make
an inspection thereof
16. Service of Notice
All notices and demands required or permitted by this License shall be in writing and shall
be considered to have been properly delivered: (i) if mailed, three (3) business days after deposit in
the U.S. mail, postage prepaid, return receipt requested, addressed as follows; (ii) if sent by
overnight delivery service, on the next business day after deposit with such service, addressed as
follows; or (iii) if personally delivered on the date of delivery service to:
Licensor:
The Nature Conservancy
Attn: Director, Land Protection
1510 E. Fort Lowell Road
Tucson, AZ 85719
5

Licensee:
Maricopa County Parks and Recreation Department
Attn: Operations Manager
41835 N. Castle Hot Springs Road
Morristown, AZ 85342
Either party may change its address or the designated person to receive notification
hereunder by giving notice of such change in the manner provided above.
17. Waiver
This Agreement may not be modified or any provision waived except by written agreement
executed by both Licensor and Licensee. The waiver by either party of any breach or failure to
provide full performance under any of the terms and conditions of this Agreement, or the failure of
a party to exercise, or any delay in exercising, any rights or remedies provided herein or by law, or
the failure of a party to notify the other properly in the event of a breach hereunder shall not be
construed as a waiver of any other tem' of condition herein, or of any subsequent or continuing
breach of the same or any other term or condition.
18. Attorneys' Fees Upon Default
If either party brings or defends any legal action, suit or proceeding based on rights or
obligations arising from this Agreement, the successful party shall be entitled to recover reasonable
litigation expenses, court costs and reasonable attorneys' fees, as determined by a court, in any such
action, suit or proceeding. The foregoing shall not in any way limit or restrict any other right or
remedy at law or equity otherwise available to such party.
19. Force Majeure
19.1 If either party is rendered unable, wholly or in part, by force majeure to carry out its
obligations under this Agreement, other than the obligation of Licensee to make payments of
amounts due hereunder, then the obligations of both Licensee and Licensor, so far as they are af-
fected by such force majeure, shall be suspended during the continuance of any inability so caused,
but for no longer period, and such cause shall so far as possible be remedied within a reasonable
time. The term "force majeure" as used herein shall mean acts of God, strikes, lockouts, or other
industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, storms, floods, washouts, interruptions by government not
due to the fault of the parties, civil disturbances, explosions, or unforeseeable action or nonaetion by
governmental bodies in approving the applications for approvals or permits or any material change
in circumstances arising out of legislation, regulation or litigation. Nothing in this Section shall
require Licensor to settle a strike.
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19.2 The USA may, at any time and at no cost or liability to the USA, temiinate this
License in the event of a natural disaster, a national emergency, a need arising from security
requirements, or an immediate and overriding threat to public health and safety.
20. Entire Agreement; Changes After Execution
This Agreement, including its specified addenda and exhibits, if any, constitutes the entire
agreement between the parties, and any amendment hereto must be in writing, signed by both
parties.
21. Governing Law, Venue and Waiver of Trial by Jury
21.1 This Agreement shall be interpreted, governed by, and construed in accordance with
the substantive and procedural laws of the State of Arizona, without regard to conflicts of law
principles. Licensor and Licensee agree that any action, suit, or proceeding arising out of, or in any
way connected with this Agreement, shall be initiated and prosecuted in a state or federal court of
competent jurisdiction located in Maricopa County, Arizona, and the parties irrevocably submit to
the jurisdiction and venue of such court. To the fullest extent permitted by law, each party hereby
irrevocably waives any and all rights to a trial by jury and covenants and agrees that it will not
request a trial by jury with respect to any legal proceeding arising out of or in any way connected
with this Agreement.
21.2 Each provision of this Agreement shall be interpreted in such a manner as to be valid
under applicable law, but if any provision of this Agreement shall be deemed or determined by
competent authority to be invalid or prohibited hereunder, such provision shall be ineffective and
void only to the extent of such invalidity or prohibition, but shall not be deemed ineffective or
invalid as to the remainder of such provision or any other remaining provisions, or of the Agreement
as a whole.
22. Transactional Conflict of Interest
Notice is hereby given of A.R.S. § 38-511. This License may be terminated by Licensee
pursuant to A.R.S. § 38-511.
23. Approvals
Each party agrees that if any consent or approval shall be required of such party, such
consent or approval shall not be unreasonably withheld.
23. Reservation of Remedies
Unless otherwise provided herein, each party shall have available to it, all remedies
provided by law or equity.
C-18-12-032-3-00 and C-18-12-032-3-01
7

T-20075
IN WITNESS WHEREOF, the Parties enter into this LICENSE as of this day of December,
2016.
LICENSOR:
Date:
2--I

EXHIBIT "A"
Licensed Property
9

Exhibit "B"
Cooperative Agreement

Agreement No.
Cooperative Agreement
Between
Maricopa County for the benefit of its
Parks and Recreation Department
and
The Nature Conservancy
for the
Hassayampa
River Preserve
At Vulture Mountains Recreation Area
This COOPERATIVE AGREEMENT (hereinafter referred to as "Agreement") is made
and entered into between the County of Maricopa, a political subdivision of the State of
Arizona (hereinafter referred to as "County") and The Nature Conservancy, a District of
Columbia, non-profit Corporation (hereinafter referred to as "TNC"), together hereinafter
referred to as "Parties" or individually as a "Party".
RECITALS
WHEREAS, the County is authorized to enter into this Agreement pursuant to A.R.S.
§11-2O1, 11-251 and 11-933.
WHEREAS, the 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.
WHEREAS, TNC is a conservation organization working to protect ecologically
important lands and waters for nature and people and is the owner of the Hassayampa
River Preserve (hereinafter referred to as "HRP") and reflected in Exhibit A to this
Agreement. TNC has conservation expertise to provide oversight and resource
management guidance on HRP lands.
WHEREAS, FIRP consists of approximately 789 acres, a portion of which was acquired
through an agreement with the U.S. Army Corps of Engineers and are subject to the In-
Lieu-Fee Mitigation Program (ILF) requirements (97 acres of ILF Mitigation lands) and
reflected in Exhibit A to this Agreement. The portion of HRP that will be subject to this
Agreement includes the portions of HRP that will be transferred in fee title to the County
and the lands that will be leased to the County, in accordance with separate
Page 3. of 12

Agreement No.
agreements, and specifically excludes the ILF Mitigation lands. All of these portions of
HRP that shall be subject to this Agreement shall together hereinafter be referred to as
the "Managed Lands."
WHEREAS, the Parties recognize that HRP is comprised of regionally significant
resource areas that provide a variety of distinctive environmental, educational and
recreational opportunities.
WHEREAS, INC and MCPRD agree that a collaborative relationship between the
Parties will benefit users and allow the Parties to coordinate recreation and resource
management over Managed Lands.
WHEREAS, the Parties intend to establish a cooperative relationship and mutual
objectives to achieve management of the Managed Lands that emphasizes its natural,
cultural, historic, and wildlife resources and the sustainabi* of traditional uses, while
embracing compatible recreational, educational, and commercial visitor services.
WHEREAS, the Parties acknowledge that this Agreement will require administrative
action from time to time to carry out the spirit and intent of the Agreement, the County's
Director of MCPRD and TNe's State Director or designee are hereby given the authority
and charged with the responsibility for proper administration of this Agreement, whether
or not specific authority is granted in any provision of this Agreement,
NOW, THEREFORE, in consideration of the terms and conditions contained herein, the
Parties agree to work cooperatively and collaboratively towards mutual goals and
objectives towards conservation of the Managed Lands in the following manner:
AGREEMENT:
1. Recitals.
The above Recitals by this reference shall be incorporated herein and made a
part of this Agreement.
2. Timetable.
The Parties agree to work together towards completing the following within an
agreed upon timetable:
a. Master Plan.
The Parties will develop a Master Plan to provide for management of the
Managed Lands that emphasizes its natural, cultural, historic, and wildlife
resources and the sustainability of traditional uses, while embracing
compatible recreational, educational, and commercial visitor services.
Page 2 of 12

Agreement No.
The Master Plan will describe the conservation values, acceptable
recreational uses and facilities enhancement needs of the Managed
Lands and identifies the management actions to reach the desired
outcomes of the Parties.
The Cooperative Management Plan, which shall be appended to
the Master Plan and incorporated therein by reference will define
the responsibilities that each Party has for the lands they own or
manage, with MCPRD being the Party responsible for the primary
management within the Managed Lands.
In the event any authority of any governmental agency is repealed,
modified or changed to the extent that the Master Plan cannot be
effectively continued or implemented, all Parties will meet at
minimum within 90 days to develop a strategy to acquire the
necessary authority. In the event additional authority cannot be
acquired within a reasonable time frame, a plan amendment will be
initiated to determine the future course of recreation management
of the Managed Lands.
b. Fee Title Transfer of Visitor Center Parcel.
TNC will transfer approximately 77-acres of HRP from TNC to the County
for a visitor center (the "Visitor Center Parcel") upon mutually agreed upon "
terms and conditions.
c. Conservation Easement in favor of TNC.
Contemporaneously therewith, the County will also encumber the Visitor
Center Parcel with a Conservation Easement in favor of TNC upon
mutually agreed upon terms and conditions. The purpose of Conservation
Easement is to preserve and protect in perpetuity, to enhance upon
mutual agreement, and in the event of their degradation or destruction, to
provide for restoration of the Conservation Values of such property as
agreed upon between the parties to this Agreement.
d. Lease in favor of the County.
The parties will further negotiate a lease agreement for the Managed
Lands in favor of the County to facilitate overall management of the
Managed Lands.
e. Annual Management Plan.
All administrative and operational functions for the implementation of the
Master Plan will be implemented through an annual management plan
Page 3 of 12

Agreement No.
(hereinafter referred as "Annual Management Plan" or "AMP"). The
purpose of the AMP is to identify management, operational procedures
and methodologies to clarify responsibilities, understandings and actions
as they pertain to the Managed Lands in place for the year that advance
the overall development of the project. The AMP will allow for annual
revisions and practices, procedures and duties as new phases are
developed. The AMP will also allow for greater flexibility in adapting to
changes to environmental conditions in business practices, changes in
economic climate, technology and recreation trends. The AMP is to be
consistent with the terms of this Agreement and the Master Plan.
The AMP shall remain in effect until superseded by a new AMP in
the following year. No variation to or deviation from the AMP will be
implemented until an AMP amendment has been approved by
MCPRD and TNC. If no significant changes are needed from year
to year an AMP, or portions thereof, may be carried over with
written approval from both Parties.
The AMP will include, but will not be limited to, annual plans for
planning activities, resource allocation, trails, operations, site
planning, natural resource monitoring and mitigation, marketing and
media goals.
3. Term.
The Parties will work together in good faith to complete the above-listed
transactions and documentation within the term of this Agreement, which shall
commence upon the date upon which the last Party executes this Agreement and
terminates five (5) years therefrom. This Agreement shall automatically renew for
an additional one (1) year period at the end of that the 5-year period unless either
Party gives sixty (60) days' written notice to the contrary prior to the end of the
term. This Agreement may be terminated by either Party upon sixty (60) days
written notice from either Party, with or without cause. This Agreement is subject
to termination pursuant to A.R.S. §38-511.
4. Responsibilities.
a. County through its MCPRD SHALL:
Manage the Managed Lands as outlined and prioritized in the
Master Plan and provide funding through grants, donations, fees
and charges, and County general' funds as available for capital
improvements as outlined in the Master Plan. Provide on-the-
ground presence and primary responsibility in implementing
management of outdoor education and recreational activities on the
lands and waters within the Managed Lands.
Page 4 of 12

Agreement No.
Manage the Managed Lands in conformance with the revised and
approved Master Plan and AMP.
Participate in resource monitoring and enhancement actions to
include cooperative efforts with all other Parties.
iv. Collect and deposit all recreation use, special use,
concession/souvenir agreement and permit fees ("Fee Revenue")
and donations within the Managed Lands. All Fee Revenue and
donations generated will be used in the administration, recreation
and resource management, and development of lands and
resources within the HRP. Fees shall be consistent with
benchmark fees established for similar, conservation areas,
regional parks and recreation areas.
V. Furnish TNC with reports on an annual basis in a manner mutually
agreed upon, which shall include but not be limited to visitor use
data showing numbers of visits and user days by activity, amount of
Fee Revenue and donations that are being collected and
deposited, and the purposes for which all Fee Revenue and
donations generated on the HRP administered lands are being
expended.
vi. Work cooperatively with the Parties in the development of any
proposed regulations for the Managed Lands prior to their approval
by the Maricopa County Board of Supervisors, as per A.R.S.11-
935, and consent by the Arizona Chapter of TNC, through approval
by the State Director.
vii. Implement and enforce applicable Federal, State, and County laws
and regulations as well as Park rules on lands within the Managed
Lands. Initiate the process necessary to develop regulations,
collect fees, and manage and enforce recreation use of the
Managed Lands. This is to be done in accordance with this
Agreement, as authorized by A.R.S.-11-935, and consistent with
the Master Plan.
viii. Consult with TNC prior to undertaking any anticipated or planned
management actions beyond the scope of the Master Plan so that a
plan amendment or plan addendum can first be completed.
ix. Provide law enforcement for the Managed Lands.
x. Coordinate with the Arizona State Historic Preservation Office
(SHPO) on any proposed ground disturbing activity to engage in
Page 5 of 12

Agreement No,
the necessary coordination and consultation under the State
Protocol to identify and protect historic sites in the Managed Lands.
b. TNC shall:
Work closely with MCPRD to ensure that all HRP lands either
transferred in fee, leased to the County or retained by TNC are
managed pursuant to and aligned to the goals and objectives of the
Master Plan.
Approve final construction plans within the Managed Lands.
Provide guidance on the effects of visitor use on the conservation
values of the property. Establish visitor use limits in the Cooperative
Management Plan chapter of the Master Plan.
iv. Provide the lead role in implementation of identified mitigating
measures as defined in the Master Plan.
V. Provide resource management expertise for implementation and
monitoring of resource-specific actions as identified in the Master
Plan.
vi. Provide technical assistance in identifying and developing funding
opportunities that may be available to the County to the extent that
such opportunities do not compete with funding requests and
proposals available to INC.
5. General Terms and Conditions.
a. Designation of Authorized Representative.
Each Party shall designate an authorized representative to serve as
principal contact for this Agreement and that person is identified in
Paragraph 5.f. below.
b. Sim-lace; Publicity.
The Parties shall coordinate the development of signage, publicity,
brochures, maps and other collateral materials for HRP in compliance with
applicable regulations and internal corporate policies and procedures.
Each Party shall receive equitable recognition in all materials produced.
c. Annual Review of Master Plan.
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Agreement No.
The Parties will review and evaluate the Master Plan annually to
determine progress in meeting and maintaining consistency with the plan
vision and objectives. An amendment of the Master Plan will be required
when a change in type or degree of development, the use allocation, or
the overall recreation character of the recreation area occurs. All
amendments to the Master Plan must be jointly prepared by the Parties,
have appropriate public involvement, and approved in writing by the
Parties.
d. Monitoring.
The Parties will undertake resource monitoring and enhancement
activities as a cooperative effort within the Managed Lands. This should
include but is not limited to determining the limits of acceptable change
along with a monitoring and implementation plan.
e. Timeliness of Requested Review.
• The Parties will respond in a timely manner to requests for specific review
and concurrence on recreation site development plans and assist in any
associated environmental compliance requirements for such plans.
f. Participation in Similar Activities.
This instrument in no way restricts TNC, County and MCPRD from
participating in similar activities with other public or private agencies,
organizations, and individuals.
g- Responsibilities of Parties.
The respective Parties will handle their own activities and utilize their own
resources, including the expenditures of their own funds, in pursuing these
objectives. Each Party will carry out its separate activities in a coordinated
and mutually beneficial manner.
h. Combination of Funds.
The Parties may choose to combine efforts and/or funds to take
advantage of economics of scale, improve objective completion timeliness
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Agreement No.
or for other reasons that benefit the Parties. Such activities that cause the
transfer of funds from one entity to the other shall be implemented by a
separate instrument.
Notice; Contacts.
Any notices required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given if (1) delivered to the Party at
the address set forth below, (ii) deposited in the U.S. Mail, registered or
certified, return receipt requested, to the address set forth below, (iii) given
to a recognized and reputable overnight delivery service, to the address
set forth below or (iv) delivered electronically by email with a request for
delivery receipt for message.
For TNC: Director, Land Protection
1510 E. Fort Lowell Road
Tucson, AZ 85719
Phone: (520) 622-3861
Fax: (520) 620-1799
Email: hreadinq@tnc.org
Copied to kross@tnc.org
For MCPRD: Operations Manager
48135 N Castle Hot Springs Road — Unit
Operations Center
Morristown, AZ 85342
Phone: (928) 501-9202
Fax: (602) 372-8596
Email: jenniferwaller@mail.maricopa.gov
Indemnification.
The Parties hereby agree that to the extent permitted by law, each Party
will defend, protect, release, indemnify and save the other Parties
harmless, including any of the PARTIES' departments, agencies,
directors, officers, 'employees, elected officials or agents, from and against
all loss, expense, damage or claim of any nature whatsoever which is
caused by any activity, condition or event arising directly or indirectly, in
whole or in part, out of the performance or nonperformance by the
indemnifying party of any of the provisions of this AGREEMENT. Each
PARTY hereby indemnifies the other against all liability, losses and
damages of any nature for or on account of any injuries or death of
persons or damages to or destruction of • property arising, directly, or
indirectly, in whole or in part, out of or in any way connected with the
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Agreement No.
performance or nonperformance of this AGREEMENT, except such injury
or damage as shall have been occasioned by the negligence of that other
PARTY. The damages which are the subject of this indemnity shall
include but not be limited to the damages incurred by any PARTY, its
departments, agencies, directors, officers, employees, elected officials or
agents. In the event of an action, the damages which are the subject of
this indemnity shall include costs, expenses of litigation and reasonable
attorneys' fees.
k. Security Interest.
Each Party hereby acknowledges and agrees that this AGREEMENT does
not give the other Party any right, title or interest in the property owned by
the other Party and all right, title and interest in the property lies and
remains with the respective Party.
Assignment and Delegation.
Neither Party may assign any rights hereunder without the express,
written, prior consent of both Parties.
m. Consents and Approvals.
The Parties agree to act in good faith and with fair dealing with one
another in the execution, performance and implementation of the terms
and provisions of this AGREEMENT. Whenever the consent, approval or
other action of a Party is required under any provision of this
AGREEMENT, such consent, approval or other action shall not be
unreasonably withheld, delayed or conditioned by a Party unless the
provision in question expressly authorizes such Party to withhold or deny
consent or approval or decline to take action in accordance with a different
standard, in which case the consent or approval or the decision to not take
action may be withheld, delayed or conditioned in accordance with the
different standard.
n. Further Assurances: Cooperation.
Each of the Parties hereto agree to cooperate and provide all additional
documents and other assurances that are reasonably necessary to carry
out and give effect to the intent of the Parties reflected in this
AGREEMENT.
o. 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
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Agreement No.
one and the same instrument. Faxed and copied signatures are
acceptable as original signatures.
P. Non-Fund Obligating Document.
Nothing in this AGREEMENT shall obligate the Parties to obligate or
transfer any funds. Specific work projects or activities that involve the
transfer of funds, services, or property among the Parties will require
execution of separate agreements and be contingent upon the availability
of appropriated funds. •Such activities must be independently authorized
by appropriate statutory authority or appropriate corporate authority. This
AGREEMENT does not provide such authority. Negotiations, execution
and administration of each such agreement must comply with all
applicable statutes and regulations and/or internal corporate policies and
procedures.
q. Authorized Representatives.
By signatures below, the parties certify that the individuals listed in this
document as representatives of the Parties are authorized to act in their
respective areas for matters related to this AGREEMENT.
IN WITNESS HEREOF, the Parties have executed this Agreement on the date
indicated.
APPROVED:
Dated this day of 2016.
THE NATURE CONSERVANCY
Name: Patrick Graham Date
Title: Arizona State Director
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Agreement No.
RECOMMENDED BY:
Dated this day of 2016.
MARICOPA COUN PARK fAND RECREATION DEPARTMENT
3/073/1
Name: Ref Cardin Date
Title: Maricopa County Parks and Recreation Director
APPROVED BY: (I
Dated this day of c--6.0ym 2016.
MARICOPA COUNTY BOARD OF SUPERVIORS
MAR 2 3 2016
Ch *rman Date
ATTEST
MAR 23 2016
k of the Board ate
Approved as to Form:
12) 4,474,1A1, Mari1
A tOrneva opa County Date
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Agreement No.
Exhibit A
Map of Hassayam pa River Preserve
11 ',AskewCenter NM&
in.4eu FeeMigallon Lands
— Managed Lends
surface Management
LM
Slate Trust
[Maly or County Parks
Private
Vulture Mountain Regional Park
Hassayampa River Preserve
Description of Parcels for the Cooperative Agreement between Map by: J. Dakne, Ttiq
Maricopa County Parks and Recreation & The Nature Conservancy Data saved: 2115116 I
Page 12 of 12