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LICENSE AGREEMENT BETWEEN MARICOPA COUNTY AND HUMAN SERVICES CAMPUS, Inc. C-70-17-xxx-3-00 P-50292 THIS revocable, non-exclusive License Agreement (the “Agreement”) is made and entered into by and between Maricopa County, a political subdivision of the State of Arizona hereinafter referred to as LICENSOR, and Human Services Campus, Inc., an Arizona non-profit corporation, hereinafter referred to as LICENSEE; collectively the “PARTIES”. WITNESSETH WHEREAS, LICENSOR owns certain real property identified as 1206 W. Madison Street, Phoenix, Arizona, Assessor’s parcel number 112-06-074, and as shown in Exhibit “A” (the “Premises”) which Exhibit “A” is attached hereto and made a part of this Agreement; and WHEREAS, LICENSEE desires revocable, non-exclusive use of the Premises to store and stage building and construction materials and supplies in furtherance of their adjacent building project; and WHEREAS, LICENSEE has determined that the Premises is a suitable parcel to store and stage building and construction materials and supplies. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, receipt and sufficiency is hereby acknowledged, the PARTIES agree as follows: I. TERM 1. The accuracy of the foregoing recitals is acknowledged and by this reference incorporated into this Agreement. 2. This Agreement shall be effective upon execution by LICENSOR and expire on July 31, 2017 (the “Term”) unless terminated earlier pursuant to section IX of this Agreement. The term of this Agreement may be extended in writing upon mutual agreement of the PARTIES. 3. Upon expiration of the term of this Agreement, or upon any termination of this Agreement, LICENSEE recognizes and agrees that LICENSOR will not offer, participate in, or provide LICENSEE with a replacement site. II. SCOPE Upon the effective date, LICENSOR shall make real property under LICENSOR’s control available to LICENSEE for LICENSEE’s non-exclusive use as follows: 1. LICENSOR shall allow LICENSEE access to the Premises for LICENSEE’s Permitted Use (defined below) of the Premises as allowed herein. LICENSEE shall obtain all necessary 1 of 9 licenses, including but not limited to, City of Phoenix special use permits, Maricopa County Air Quality permits, and all other applicable licenses and permits. 2. LICENSEE shall limit use of Premises to the sole purpose of, and in full compliance with all applicable federal, state and local laws, statues, rules, regulations, ordinances, codes and executive orders, the storage and staging of building and construction materials and supplies (“Permitted Use”). At the conclusion of the Permitted Use of the Premises, LICENSEE shall perform grounds maintenance of the Premises by clearing all weeds and plant material, collecting all debris on the Premises and disposing of the weeds and debris in a legal and lawful manner. In addition, LICENSEE shall check the perimeter fence and all gates for any breach and repair such during the Term and prior to vacating the Premises. LICENSEE shall not leave the Premises until all gates are locked and the perimeter fence is secured. 3. Unauthorized use of Premises by LICENSEE may be considered by LICENSOR to be sufficient cause for the immediate termination of the Agreement. Failure by LICENSEE to comply with specific requirements of this Agreement will constitute an event of default and will be sufficient cause for termination of the Agreement. 4. LICENSEE, at its sole cost and expense, shall be responsible to comply with all laws, ordinances, orders, rules and regulations of any governmental authority whether now or hereafter in effect associated with LICENSEE’s use of the Premises. LICENSEE shall obtain all necessary permits for LICENSEE’S use of the Premises. LICENSEE, at its sole cost and expense, shall keep the Premises in a clean and safe manner at all times. 5. LICENSEE, at its sole cost and expense, shall maintain the Premises in a clean, safe and usable condition. All trash and debris on the Premises must be removed from the Premises and disposed of in an appropriate manner. 6. The license fee for LICENSEE’s use of the Premises is one dollar and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. 7. LICENSEE acknowledges that other parties also have a non-exclusive right to use the Premises. Licensee shall cooperate with other users of the Premises to allow for the quiet and peaceful enjoyment of the Premises by all users. III. ENTRY AND INSPECTION LICENSOR shall have the right at all times but shall not be required to enter onto and inspect the Premises. LICENSOR will notify LICENSEE of any unsatisfactory condition. LICENSEE shall take immediate action to correct such condition(s) at LICENSEE’s expense. Any failure of LICENSEE to immediately remedy an unsatisfactory condition after receiving notice from LICENSOR shall constitute an event of default and will be sufficient cause for termination of this Agreement. IV. ENVIRONMENTAL COMPLIANCE If LICENSEE’s activities result in adverse environmental impacts, LICENSEE will be fully accountable for any resulting site assessment and cleanup cost required to restore the Premises. LICENSOR will not seek compensation or restitution from LICENSEE as a “Potentially Responsible Party” for any release of a contaminant/hazardous substance on the premises prior to the effective date of this Agreement. 2 of 9 LICENSEE shall provide to LICENSOR, in writing, a complete list identifying all hazardous material or petroleum products and approximate quantities to be brought on site and when such products will be removed. Additionally, LICENSEE shall prepare and implement any necessary remediation action plan in accordance with all applicable federal, state, and city statutes, laws, ordinances, rules and regulations. LICENSEE shall keep Material Safety Data Sheets documents on site for those materials and products. LICENSEE shall report to LICENSOR immediately knowledge of any event or occurrence at the Premises which may or does result in pollution or contamination adversely affecting lands, water or facilities owned or managed by LICENSOR, including the Premises. LICENSEE shall protect, defend, indemnify and hold harmless LICENSOR from and against all liabilities, costs, charges and expenses, including civil or criminal penalties, attorney’s fees and court costs arising out of or related to an activity involving or use of a regulated substance under any applicable federal, state, or local environmental laws, regulations, ordinances or amendments thereto because of: (a) any such substance that came to be located on the Premises; or (b) any release, threatened release or escape of any substance in, on, under or from said Premises that is caused, in whole or in part, by any conduct, action or negligence of LICENSEE. For the purposes of this Agreement, the term “regulated substances” shall include substances defined as “regulated substances,” “hazardous waste,” “hazardous substances,” “hazardous materials,” “toxic substances” or “pesticides” in the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental Response, Compensation and Liability Act, as amended in 1986 to include Superfund Amendments and Reauthorization Act, the Hazardous Materials Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the relevant local and state environmental laws, and the regulations, rules and ordinances adopted and publications promulgated pursuant to the local, state, and federal laws. This indemnification shall include, without limitation, claims or damages arising out of any violations of applicable environmental laws, regulations, ordinances, rules or subdivisions thereof. This environmental indemnity shall survive the expiration or termination of this Agreement and/or any transfer of all or any portion of the Premises and shall be governed by the laws of the State of Arizona, if applicable. LICENSEE accepts sole responsibility and liability for all wastes produced by its operation, activities and occupation of the premises and shall comply with all applicable laws concerning such wastes, including federal, state, and local regulatory requirements. Any such waste must be disposed of in compliance with the above. LICENSEE agrees it shall be solely responsible for and assumes all responsibility for the actions of LICENSEE, its agents, employees and contractors in generating, storing, releasing, placing or allowing to remain on the property any hazardous substances, hazardous wastes, or toxic substances (hereinafter collectively referred to as “Hazardous Substances”), as those terms as defined and regulated under CERCLA, 42 U.S.C. 9601 et seq., RCRA, 42 U.S.C. 6901 et seq., or TSCA, 15 U.S.C. 2601 et seq.. LICENSEE further agrees to comply with all environmental laws and regulations and to take such other actions as may be reasonably required to protect against environmental liabilities. Any such “hazardous substances” must be disposed of pursuant to and in compliance with all required laws and regulations concerning the use and disposal of such substances. 3 of 9 Management and proper disposal of all hazardous material is the responsibility of LICENSEE. LICENSEEE must keep appropriate and required documentation relating to the management and disposal of all hazardous material. V. OWNERSHIP OF EQUIPMENT LICENSOR and LICENSEE acknowledge that all equipment and improvements of LICENSEE shall be deemed personal property of LICENSEE. It is expressly understood and agreed that LICENSEE retains title to all personal property LICENSEE brings onto the Premises. LICENSOR shall not be responsible for any damage to any personal property of LICENSEE and LICENSEE and/or any of its employees, agents, officers, directors or members hereby waive any and all rights to bring any claim against LICENSOR from or relating in any way to damage to the personal property of LICENSEE. VI. 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 Premises. 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 Premises. VII. NO PARTNERSHIP OR JOINT VENTURE Nothing contained in this Agreement shall create any partnership, joint venture or other arrangement between LICENSOR and LICENSEE. Except as expressly provided herein, no term or provision of this Agreement is intended or shall be for the benefit of any person or entity not a party hereto, and no such other person or entity shall have any right or cause of action hereunder. VIII. APPLICABLE LAW This Agreement and all obligations upon the LICENSOR or the LICENSEE arising therefrom shall be subject to any limitations of budget law or other applicable local law or regulation. The PARTIES hereto shall comply with all applicable federal, state and local statutes, ordinances, regulations, rules, standards and executive orders. The terms of this Agreement shall be construed in accordance with the laws of the State of Arizona and any action thereon shall be brought in the appropriate court located in the state of Arizona. IX. TERMINATION This Agreement may be terminated by either LICENSEE or LICENSOR, with or without cause, immediately upon written notice to the non-terminating party. This Agreement shall be automatically revoked in the event of, or at such time that LICENSEE fails to comply with the express terms of this Agreement, unless said failure is cured within five (5) days of the date of the notice to cure. X. ASSIGNMENT Any assignment or attempted assignment of this Agreement by LICENEE without the prior written consent of LICENSOR shall be void. XI. NON-WAIVER 4 of 9 The failure of either LICENSEE or LICENSOR to insist upon the complete performance of any of the terms and provisions of this Agreement be performed on the part of the other, or to take any action permitted as a result thereof, shall not constitute a waiver or relinquishment of the right to insist upon full and complete performance of the same, or any other covenant or condition, either in the past or in the future. XII. CONFLICT OF INTEREST: This Agreement is subject to the provisions of A.R.S. §38-511, the provisions of which are incorporated herein by this reference. XIII. ENTIRE AGREEMENT This Agreement and all Exhibits attached hereto sets forth all of the covenants, promises, agreements, conditions and understandings between the Parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between the parties other than as set forth herein, and those agreements which are executed contemporaneously herewith. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the party drafting this Agreement. This Agreement cannot be modified or changed except by a written instrument executed by all of the Parties hereto. Each party has reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel. XIV. INDEPENDENT CONTRACTOR STATUS LICENSEE shall not be considered an officer, employee or agent of the LICENSOR. LICENSEE’S officers, agents, employees and guests shall not be considered employees of Maricopa County or the Maricopa County Public Finance Corporation and they shall not be entitled to receive any of the benefits associated with regular employment with Maricopa County or the Maricopa County Public Finance Corporation and will not be subject to the provisions of the Maricopa County Employee Merit System. This Agreement is not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement or relationship, partnership or formal business organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. XV. INDEMNIFICATION To the fullest extent permitted by law and except for the gross negligence or willful misconduct of LICENSOR, LICENSEE shall indemnify, defend and hold harmless both LICENSOR and OWNER and all of their officers, employees and agents from and against any and all damages, claims, losses, liabilities, actions or expenses (including, but not limited to attorneys’ fees, expert witness fees, court costs and the cost of appellate proceedings) (collectively “Claims”) relating to, arising out of or alleged to have resulted from this Agreement. The LICENSEE’S duty to defend, hold harmless and indemnify Indemnitees pursuant to this section shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, including death, or to injury to, impairment, or destruction of property, including but not limited to personal property belonging to LICENSEE and LICENSEE’S employees, arising from or related to this 5 of 9 Agreement, including claims resulting in whole or in part from the acts, errors, mistakes, omissions, work or services of the LICENSEE or anyone for whose acts the LICENSEE may be legally liable. The LICENSEE will be responsible for primary loss investigation and defense and judgment costs where this Indemnification applies. LICENSEE’S obligations under this section shall survive the expiration or earlier termination of this Agreement. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. XVI. RELEASE In consideration of the granting of this License, LICENSEE voluntarily and knowingly releases and discharges LICENSOR 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, and rights whatsoever, in law or in equity, whether known or unknown, that LICENSEE, or anyone claiming through or under LICENSEE may have or may claim to have, which now exist or may hereafter arise resulting from the exercise of the License granted by this Agreement. XVII. INSURANCE LICENSEE, and LICENSEE’s contractors, at LICENSEE’s or contractor’s expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of A6. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of LICENSOR. The form of any insurance policies and forms must be acceptable to LICENSOR. All insurance required herein shall be maintained in full force and effect until the expiration or termination of this License. Failure to do so may, at the sole discretion of LICENSOR, constitute a material breach of this LICENSE. LICENSEE’s insurance shall be primary insurance as respects LICENSOR, and any insurance or self-insurance maintained by LICENSOR shall not contribute to it. Any failure to comply with the claim reporting provisions of the insurance policy or breach of an insurance policy warranty shall not affect the LICENSOR’s right to coverage afforded under the insurance policies. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self insured retentions shall not be applicable with respect to the indemnity or coverage provided to LICENSOR under such policies. LICENSEE shall be solely responsible for deductible and/or self- insured retention and LICENSOR, at its option, may require LICENSEE to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. LICENSOR reserves the right to request and to receive, within ten working days, certified copies of any or all of the herein required insurance policies and/or endorsements. LICENSOR shall not be obligated, however to review such policies and/or endorsements or to advise LICENSEE of any deficiencies in such policies and endorsements, and such receipt shall not relieve LICENSEE from, or be deemed a waiver of LICENSOR’s right to insist on strict fulfillment of LICENSEE’s obligations under this Agreement. LICENSEE and its contractors’ insurance policies required by the Agreement, except Workers’ Compensation, shall name LICENSOR, its agents, representatives, officers, directors, officials and employees as Additional Insureds, with an endorsement as lease as broad as ISO’s CG20101185. LICENSEE and its contractors’ insurance policies required hereunder shall contain a waiver of transfer of rights of recovery (subrogation) against LICENSOR, its agents, representatives, officers, directors, officials 6 of 9 and employees for any claims arising out of LICENSEE’s use of the Premises. LICENSEE is required to procure and maintain the following coverages: 1. Commercial General Liability. Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $1,000,000 for each occurrence, $3,000,000 Products/Completed Operations Aggregate, and $3,000,000 and General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provision which would serve to limit third party action over claims. 2. Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the LICENSEE’s owned, hired, and non-owned vehicles assigned to or used in performance of the LICENSEE’s use of the Premises. 3. Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction LICENSEE’s employees engaged in the performance of the work or services associated with the use of the Premises; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. LICENSEE and its contractors waive all rights against LICENSOR and its agents, officers, directors and employees for recovery or subrogation. 4. Property Insurance. Property insurance in an amount necessary to repair or replace the LICENSOR’s property in the LICENSEE’s care, custody and control. Prior to the commencement of this Agreement, LICENSEE shall furnish LICENSOR with Certificates of Insurance in a form acceptable to LICENSOR, or formal endorsements as required by LICENSOR, issued by LICENSEE’s insurer(s), as evidence that policies providing the required coverages, conditions and limits required by this Agreement are in full force and effect. Such certificates shall indentify this Agreement number and title. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend for two (2) years past expiration or termination of this Agreement as evidenced by annual Certificates of Insurance. If a policy does expire during the term of the Agreement, a renewal certificate must be sent to LICENSOR at least fifteen business days prior to the expiration date. Insurance required herein shall not expire, be canceled, or materially changed without thirty (30) days prior written notice to LICENSOR. XVIII. NOTICES All notices provided for herein shall be in writing and sent by certified mail to the Parties at the following addresses: LICENSEE Human Services Campus, Inc. Attn: Mr. David Bridge 204 S. 12th Avenue Phoenix, AZ 85007-3101 7 of 9 LICENSOR Maricopa County Finance Department Attn: Real Estate Manager 2801 West Durango Street Phoenix, AZ 85009 ******************************************************************************* C-70-17-XXX-3-00 P-50292 IN WITNESS WHEREOF, the Parties enter into this Agreement. LICENSEE: LICENSOR: Human Services Campus, Inc. Maricopa County By: __________________________________ David Bridge, Chief Executive Officer Clint Hickman Chairman of the Board of Supervisors ___________________________________ ATTEST: Date __________________________________ Clerk of the Board Date APPROVED as to FORM: __________________________________ Deputy County Attorney Date 8 of 9 C-70-17-xxx-3-00 P-50292 Exhibit “A” Premises 1206 West Madison Street Lots 8-10, Neahr’s Addition APN 112-06-074 9 of 9