P-50207 LICENSE AGREEMENT 4530 E MCKELLIPS ROAD.DOCX

P-50207
C-85-15-016-3-00
LICENSE AGREEMENT
FOR USE OF REAL PROPETY
at 4530 East McKellips Road, Mesa, Arizona
This License Agreement for Use of Real Property (“Agreement”), is made and entered into this 1st day of
January, 2015, (the “Effective Date”) by and between the City of Mesa, an Arizona municipal
corporation, (“City” or “Mesa”), and Maricopa County, a political subdivision of the State of Arizona
(“Licensee”). Mesa and Licensee may be referred to jointly as “Parties,” and each separately may be
referred to as a “Party.”
RECITALS
A. City owns certain real property located at 4530 East McKellips Road, Mesa, Arizona,
(“the Property”) as depicted on Exhibit “A” attached hereto.
B. City has allowed Licensee to install, operate and maintain an air monitor station on the
Property.
C. Licensee desires to continue to operate and maintain air quality monitoring
instrumentation on the Property, in the Telephone Communication Room, approximately 3 feet x 3 feet
in area for the purpose of measuring Ozone, Wind Speed/Direction and Temperature per EPA standards
(“Monitoring Site”), which is depicted on Exhibit “B” attached hereto (the “Improvements”).
D. Licensee desires to continue to operate and maintain atmospheric monitoring instrumentation
on the Property, approximately 10 feet x 12 feet in area depicted on Exhibit “C” attached hereto (the
“Improvements”).
E. So long as Licensee complies with the terms of this Agreement, City is willing to grant
Licensee a license to use the Monitoring Site and to allow access over and through the Property to access
the Monitoring Site.
AGREEMENT
In consideration of the foregoing recitals, which are incorporated herein, and the terms and
conditions of this Agreement, the Parties agree as follows:
SECTION 1
MONITORING SITE
1.01 Monitoring Site. The City hereby grants Licensee a license, revocable pursuant to Sections
3.02 & 3.03, to use the Monitoring Site for the purpose as described in Section 2.01 herein below.
1.02 Condition of Property and Monitoring Site. Licensee acknowledges, represents, and agrees
that the Property and Monitoring Site are being provided “AS IS,” and Licensee is not relying on any
statement or representation of Mesa about the nature, condition, or size of the Monitoring Site. Licensee
is solely relying upon its own inspection and investigation of the Property.
{00142970.1} Page 1 of 14

SECTION 2
USE OF MONITORING SITE
2.01 Permitted Uses. Licensee agrees to use and operate the Monitoring Site for the purpose
of gathering data and maintaining related equipment. Licensee shall not use the Monitoring Site for any
other uses without prior written approval from the Mesa City Manager or his designee.
2.02 Conduct of Activities. Licensee shall use the Monitoring Site and conduct its activities in
a manner that will in no way interfere or detract from the value of the Monitoring Site or the Property.
2.03 Nuisance Prohibited. Licensee shall not use the Monitoring Site in any way which would
create, or cause to be created, nuisances or hazards to the public health or safety and also not to use or
permit any use of the Monitoring Site for any illegal or immoral purposes. Licensee agrees that the use of
the Monitoring Site shall be conducted in such a manner that does not interfere with the quiet enjoyment
of the neighboring properties and City property.
2.04 Compliance with Laws. Licensee, Licensee’s employees, agents, and contractors shall
comply with all provisions of this Agreement, along with any and all codes, ordinances, resolutions,
standards, laws and policies that may affect the Monitoring Site or Property.
SECTION 3
TERM AND TERMINATION
3.01 Term. The term of this Agreement shall be for a period of Five Years (the “Term”),
commencing on the Effective Date and ending five year thereafter on the day before the fifth anniversary
of the Effective Date, unless otherwise canceled or terminated as provided herein. Provided that Licensee
is not then in default of this Agreement and subject to the written approval of City (which it may grant or
deny in its sole discretion), this Agreement may be renewed for up to two (2) successive five (5) year
terms, and such renewal shall become part of the “Term” of this Agreement. Licensee may request such a
renewal only in the final year of the then existing Term. The License Fee may be subject to change with
each renewal.
3.02 Termination for Convenience. Either Party may terminate this Agreement, for any reason
or for no reason whatsoever, upon not less than ninety (90) days prior written notice to the other Party.
After receiving (or sending) such notice, Licensee shall restore the Monitoring Site as required by this
Agreement and complete such restoration before the termination of this Agreement.
3.03 Termination for Cause. If there is a breach of any term, condition, or requirement of this
Agreement by Licensee that it does not fully cure within thirty (30) days of Mesa’s written notice to
Licensee of such breach, or take action to begin such cure if the cure cannot be completed within such
thirty (30) days, Mesa may terminate this Agreement effective immediately upon notice of such
termination. Upon such a termination, Licensee shall cease all activities in, on, and at the Monitoring Site
except such activities necessary to restore the Monitoring Site as required by this Agreement.
3.04 Remedies. In the event of any breach of this Agreement by Mesa, Licensee’s sole and
exclusive remedies shall be to seek specific performance, injunction, special action, or declaratory relief.
Licensee expressly waives any and all right to seek damages of any kind or nature as a remedy against
Mesa. In the event of a breach of this Agreement by Licensee, Mesa shall have and may seek all
remedies, including in law and equity, available to Mesa.
3.05 Continuing Obligations. Expiration or termination of this Agreement does not terminate
Licensee’s obligations existing or arising prior to or simultaneous with, or attributable to, the termination
or events leading to or occurring before termination. By way of example, and without limiting the
{00142970.1} Page 2 of 14

foregoing, Licensee’s obligations to restore the Monitoring Site as provided in this Agreement shall
survive the expiration or any termination of this Agreement.
3.06 No Liability for Termination. The Parties shall incur no expense or liability to the other
for terminating the Agreement as permitted by the Agreement.
SECTION 4
FEES, SECURITY DEPOSIT, AND TAXES
4.01 Annual License Fees. Licensee agrees to pay to Mesa on the Effective Date, and each
anniversary of the Effective Date thereafter, the base license fee of Three hundred dollars ($300.00)
(“License Fee”) annually, plus all taxes levied upon Licensee’s occupancy of the Monitoring Site.
4.02 Taxes. In addition to the License Fees, Licensee shall pay all taxes and assessments
imposed by any governmental unit on or for the use of the Monitoring Site, or that arises out of or is
related to the Agreement. Licensee shall pay all taxes and assessments before any fine, penalty, interest
or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment
thereof. Without limiting the foregoing, Licensee agrees to pay all transaction privilege taxes, personal
property taxes, taxes on rents, leases, license, or occupancy, and Government Property Lease Excise
Taxes (GPLET), and assessments, special assessments, enhanced municipal services district assessments,
excises, levies, licenses and permit fees, and other governmental or quasi-governmental charges, general
and special, ordinary and extraordinary, foreseen and unforeseen, of any kind or nature whatsoever which,
at any time during the Term may be assessed, levied, confirmed, imposed upon, or arise or become due
and payable.
4.03 No Mesa Expenses. Licensee agrees to pay all expenses and taxes related to this
Agreement or Licensee’s use of the Monitoring Site and indemnifies and holds Mesa harmless from any
expenses related to Licensee’s use of the Monitoring Site, including but not limited to any expenses,
taxes, and insurance.
SECTION 5
IMPROVEMENTS
5.01 Improvements by Licensee. Licensee shall not make any temporary or permanent
improvements to or on the Monitoring Site without the prior written consent of Mesa, which consent may
be given or withheld in Mesa’s reasonable discretion. Licensee shall submit to Mesa plans and
specifications covering all such improvements, whether such improvements are to be constructed or
installed by Licensee or others. Such plans and specifications shall be prepared in such detail as Mesa
may require, and Licensee agrees not to commence any such work upon any portion of the Monitoring
Site until Mesa has approved such plans and specifications.
5.02 Improvements, Construction and Maintenance. All Improvements shall be constructed
and/or maintained in a good and workmanlike manner in compliance with all laws, code, rules,
regulations, and orders of all governmental authorities having jurisdiction thereof. Licensee shall, at
Licensee’s own expense, promptly remove from the Monitoring Site all trash and debris which may
accumulate in connection with any work in or on the Monitoring Site. Licensee shall, at all times during
the full term of this Agreement and at Licensee’s sole cost and expense, maintain the Monitoring Site and
all Improvements thereon or appurtenances thereto, in good order, condition and repair and in a safe,
sanitary, and neat condition. Licensee shall indemnify and hold harmless Mesa against liability for all
claims arising from any failure to maintain, or repair, the Monitoring Site and the improvements thereon,
or from any construction, alteration or repair of the Monitoring Site or from the non-observance of any
law, ordinance, or regulation applicable to such construction, alteration or repair.
{00142970.1} Page 3 of 14

SECTION 6
MECHANICS LIENS
6.01 Mechanics Liens. Licensee agrees to keep the Monitoring Site free of any mechanics’ or
materialman’s liens or other liens of any kind or nature for work done, labor performed, or material
furnished thereon at the instance or occasion of Licensee, and Licensee further agrees to indemnify and
hold harmless Mesa from and against any and all claims, liens, demands, costs and expenses of
whatsoever nature for any such work done, labor performed, or materials furnished by Licensee, its
agents, employees or contractors.
6.02 No Agency. Licensee is not an agent of the Mesa, nor an employee of the Mesa, nor is
Licensee, its agents, employees or contractors authorized to act for or on behalf of Mesa as its agent,
employee, representative, or otherwise, for the purpose of constructing any improvements at the
Monitoring Site, or for any other purpose, and neither Mesa nor Mesa’s interest in the Monitoring Site
shall be subject to any obligations incurred by Licensee.
SECTION 7
UTILITIES
7.01 Utilities. Licensee shall be responsible for all electric, gas, water, sewer, and waste
disposal services and fees for Licensee use of the Monitoring Site as permitted under this Agreement.
Mesa shall not be liable for any damages or costs due to interruptions in the utility services provided.
Additionally, telephone installation (if applicable) and all associated fees, monthly use, or other charges
shall be the responsibility of Licensee.
SECTION 8
MAINTENANCE AND REPAIRS
8.01 Maintenance and Repairs. Licensee, at its sole cost and expense and at all times, shall
maintain the Monitoring Site in a clean, safe and orderly manner. This includes, without limitation, the
prevention of the accumulation of any refuse or waste materials. Licensee shall be responsible for the
removal and recycling, as appropriate, of all trash and solid waste from the Monitoring Site.
SECTION 9
INSURANCE
9.01 Insurance. Licensee shall have the option to self-insure the minimum limits set forth in
this Section in lieu of providing for all or any specified insurance coverage by policy. As of the Effective
Date, Licensee shall procure and maintain in full force and effect during the Term of this Agreement, a
policy or policies of liability and property damage insurance from a company or companies rated A- or
better, authorized to do business in the State of Arizona with minimum coverage of $3,000,000 for death,
bodily injury, property damage or loss sustained in any one occurrence.
A. For General Liability insurance, the City of Mesa, its agents, officials, volunteers,
officers, elected officials and employees shall be named as additional insureds. The policy shall
include coverage for bodily injury, property damage, personal injury, products/completed
operations, and blanket contractual covering, but not limited to, the liability assumed under the
indemnification provisions of this License. If environmental pollution or environmental hazards
are excluded from the General Liability policy, a separate Pollution Insurance Policy shall be
required with minimum coverage of $1,000,000.
{00142970.1} Page 4 of 14

B. Licensee shall maintain workers’ compensation insurance to cover obligations
imposed by federal and state statute.
C. Upon execution of this Agreement, Licensee shall provide Mesa with a
Certificate of Insurance (using the appropriate ACORD certificate) signed by the Issuer with
applicable endorsements. Mesa reserves the right to request additional copies of any or all of the
polices, endorsements, or notices relating to the polices.
D. Licensee’s insurance shall be primary of all other sources available. No policy
shall expire, be cancelled or materially changed to affect the coverage available without written
notice to Mesa.
E. All of Licensee’s insurance coverages shall include a waiver of subrogation in
favor of the City of Mesa, its agents, officials, volunteers, officers, elected officials and
employees.
F. All insurance certificates and applicable endorsements are subject to review and
approval by Mesa’s Risk Manager.
9.02 No Limits on Indemnification. The procuring of such policy of insurance shall not be
construed to be a limitation upon Licensee’s liability or as a full performance on its part of the
indemnification provisions of this Agreement. Mesa shall be named as additional insured on all insurance
policies (except workers’ compensation), issued pursuant to this clause during the entire term of this
Agreement and any extensions thereof.
9.03 Failure to Procure Insurance. If Licensee fails to procure insurance as required by this
Section, Mesa may procure such insurance at the sole expense of Licensee. Mesa shall itemize such costs
and shall invoice Licensee for same. Licensee agrees to pay any such invoice no later than thirty (30)
days after the date of the invoice.
9.04 Mesa Right to Adjust Insurance. Mesa may adjust the amount and type of insurance
Licensee is required to obtain and maintain under this Agreement as reasonably required by Mesa’s Risk
Manager.
SECTION 10
INDEMNIFICATION
10.01 Indemnification. To the fullest extent permitted by law, Licensee shall indemnify,
defend, and hold harmless the City of Mesa, its Mayor and City Council, appointed boards and
commissions, officials, officers, agents, representatives, and employees, individually and collectively,
from and against all fines, suits, claims, demands, actions and liability, loss, damage, costs, taxes, or
expenses (including reasonable attorneys’ fees and costs) arising in whole or in part from: (i) Licensee’s,
its employees, representatives, agents, or contractors’ negligent or otherwise wrongful acts, errors or
omissions that are done in, on, or around the Monitoring Site or in the construction, maintenance,
installation, of the improvements at the Monitoring Site; or (ii) Licensee’s, its employees, representatives,
agents, or contractors’ failure to comply with or fulfill the terms and obligations of this Agreement. The
indemnity, duty to defend, and hold harmless requirements stated herein shall include, but is not limited
to, any and all claims for injury to persons, loss of life, or damage to property.
SECTION 11
ENVIRONMENTAL INDEMNIFICATION
11.01 No Hazardous Materials and Indemnity. Licensee shall not bring onto the Monitoring
Site any chemical or other substance that is considered hazardous, or through its use would create a
{00142970.1} Page 5 of 14

hazardous waste, under the Arizona Hazardous Waste Management Act, A.R.S. § 49-901, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq., or the Toxic Substances Control Act,
15 U.S.C. 2601, et seq., or any other federal, state, county, or local law pertaining to hazardous waste or
toxic substances (collectively “Hazardous Substance”). In addition to and without limitation of any other
indemnities or obligations in this Agreement, Licensee shall pay, indemnify, defend and hold Mesa
harmless against any loss or liability incurred by reason of any Hazardous Substance on or affecting the
Monitoring Site to the extent attributable to or caused by Licensee, its employees, agents, contractors, or
anyone acting on Licensee’s behalf.
A. Remediation and Restoration. In addition to the requirements and indemnity in
the above Section of this Agreement, if due to the actions or inactions of Licensee, its agents,
contractors, or anyone acting on Licensee’s behalf the presence of any Hazardous Substance in or
on the Monitoring Site results in any contamination of the Monitoring Site or Property,
groundwater, or any adjacent real property, Licensee shall: (i) promptly, and with best efforts,
take all actions at its sole cost and expense as are necessary to mitigate any immediate threat to
human health; and (ii) undertake any action necessary to return the Monitoring Site or Property,
groundwater, and other property, as applicable, to the condition existing prior to the introduction
of any Hazardous Substance to the property. Additionally, Licensee shall first obtain the written
approval of Mesa before initiating the remediation or restoration actions.
B. If Licensee fails to remediate and restore the Monitoring Site or Property as
herein required, Licensee shall reimburse Mesa for all costs incurred by Mesa for the remediation
and restoration of the Monitoring Site or Property.
C. The above indemnity, duty to defend, and hold harmless requirements and the
remediation and restoration requirements shall survive the expiration or any termination of this
Agreement.
11.02 If any hazardous materials or contaminated substances are discovered on the site and such
materials are NOT attributable to or caused by Licensee, its employees, agents, contractors, or anyone
acting on Licensee’s behalf, Licensee has the right to terminate this Agreement immediately with written
notice to Mesa that identifies and locates such hazardous materials.
SECTION 12
ENTRY BY MESA
12.01 Entry by Mesa. Mesa reserves the absolute right to enter upon or have its employees, or
agents enter the Monitoring Site at any time, for any reason, with 24 hour notice (except in the event of an
emergency, no notice is required), without interference from Licensee, and without abatement of the
License Fees due hereunder. Without limiting the foregoing, Mesa may enter the Monitoring Site with
24-hour notice (no notice is required for emergencies) to inspect the Monitoring Site, to perform repairs
and maintenance, or for security reasons.
12.02 Waiver of Claims. Licensee hereby waives any claim for damage, injury, or
inconvenience to or interference with Licensee’s operations, any loss of occupancy or quiet enjoyment of
the Monitoring Site, and any other loss occasioned by Mesa’s entry unless such claim is a direct result
from Mesa’s negligent or intentional misconduct. Mesa shall have the right to use any and all means
which Mesa deems necessary to gain access to the Monitoring Site.
SECTION 13
NON-DISCRIMINATION & DRUG FREE WORK PLACE
13.01 Non-Discrimination. Licensee, for itself, its personal representative, successors in
interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (a) no
{00142970.1} Page 6 of 14

person on the grounds of race, color, national origin, or disability, age, or familial status shall be excluded
from participation, denied the benefits of, or be otherwise subject to unlawful discrimination in the use of
the Monitoring Sites; (b) that in the construction of any improvements on the Monitoring Site and the
furnishing of services thereon, no person on the grounds of race, color, national origin, or disability shall
be excluded from participation in, denied the benefits of, or otherwise be subject to unlawful
discrimination.
13.02 Drug Free Work Place. Licensee shall require a drug free workplace for all employees
working at the Monitoring Site. Specifically, all Licensee employees who are working at the Monitoring
Site or under this Agreement shall be notified in writing by the Licensee that they are prohibited from the
manufacture, distribution, dispensation, possession or unlawful use of a controlled substance in the
workplace. Licensee agrees to prohibit the use of intoxicating substances by all employees and shall
ensure that employees do not use or possess illegal drugs while in the course of performing their duties at
the Monitoring Site.
SECTION 14
NO ASSIGNMENT OR ENCUMBRANCES
14.01 No Assignment. Licensee may not assign this Agreement (in whole or part) and may not
sublet, transfer, assign, mortgage, pledge, hypothecate, or encumber the Monitoring Site or any part
thereof without Mesa’s prior written approval, which may be granted or denied in Mesa’s sole discretion.
Any such transfer or encumbrance without Mesa’s prior written approval shall be void.
14.02 Assumption of Obligations. Any transfer or assignment of this Agreement that is
approved by the Mesa shall include the agreement to perform all of the obligations of Licensee under this
Agreement.
SECTION 15
ADDITIONAL REMEDIES
15.01 Remedies. In addition to any and all remedies available to Mesa as a matter of law or
equity, and those set forth in other provisions of this Agreement, Mesa shall have the immediate right,
upon Licensee’s default in any term or condition of this Agreement, to resort to any and all legal remedies
or combination of remedies which Mesa may desire to assert, including but not limited to one or more of
the following: (a) lock access to the Monitoring Site and exclude Licensee therefrom, (b) retain or take
possession of the Monitoring Site (c) enter the Monitoring Site and remove all persons and property there
from, (d) declare this Agreement at an end and terminated, (e) sue for the license fees due and to become
due under this Agreement, and for any damages sustained by Mesa.
15.02 Cumulative Remedies The various rights, elections, and remedies of Mesa contained in
this Agreement shall be cumulative, and no one of them shall be construed as exclusive of any other or of
any right, priority or remedy allowed or provided by law.
15.03 Election to Terminate No action of Mesa shall be construed as an election to terminate
this Agreement unless written notice of such intention is given to Licensee. Any amount due from
Licensee to Mesa under this Agreement which is not paid when due shall bear interest, at the highest rate
allowed by Arizona law on the date such amount is due, accruing from such date until paid.
SECTION 16
SURRENDER AND RESTORATION OF THE MONITORING SITE
16.01 Surrender and Restoration of the Monitoring Site. Upon expiration or termination of this
Agreement, Licensee’s right to occupy the Monitoring Site and exercise the privileges and rights granted
under this Agreement shall cease and Licensee shall surrender the Monitoring Site. Licensee shall
{00142970.1} Page 7 of 14

surrender and deliver the Monitoring Site along with any permanent improvements then located thereon
into the possession and use of Mesa, without fraud or delay and in good order, condition and repair, free
and clear of all Licensee or other occupants, free and clear of all liens and encumbrances. Upon Mesa’s
written request to Licensee, Licensee shall remove all improvements and return the Monitoring Site to a
good or better condition that existed at the time Licensee took possession; such request by Mesa is to be
made within twenty (20) days of the expiration or termination of this Agreement, and Licensee shall
remove such improvements requested by Mesa and restore the Monitoring Site within thirty (30) days of
such request.
16.02 Trade Fixtures and Equipment. All trade fixtures, equipment, and other personal property
installed or placed by Licensee on the Monitoring Site which is not permanently affixed thereto shall
remain the property of Licensee, and Licensee shall have the right at any time during the term of this
Agreement to remove the same from the Monitoring Site, and that Licensee shall repair, at its sole
expense, any damage caused by such removal. Any property not removed by Licensee before the
termination or expiration of this Agreement shall, at Mesa’s election, either: (i) become a part of the
Property, and ownership thereof shall vest in the Mesa; or (ii) may be disposed of by Mesa (if Licensee
fails to dispose of such and restore the Monitoring Site) at Licensee’s sole cost, and Licensee shall
reimburse Mesa within thirty (30) days of invoice for such costs.
SECTION 17
SIGNAGE
17.01 Signage. All signage and all changes or modifications to the signage shall comply with
the Mesa City Zoning Code, the Mesa City Code; and, in addition to complying with the Zoning Code
and obtaining all approvals required by the Mesa City Code, Licensee shall obtain the prior written
approval from Mesa for all signage and all changes or modifications to signage on the Monitoring Site.
SECTION 18
GENERAL PROVISIONS
18.01 E-Verify Compliance. As required by A.R.S. § 41-4401 and 23-214, Licensee represents
and warrants compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with the E-verify requirements of A.R.S. 23-214(A). Breach of the above-
mentioned warranty shall be deemed a breach of the Agreement and may result in the termination of the
Agreement by Mesa. Mesa retains the legal right to randomly inspect the papers and records of any
employee who works under this Agreement to ensure compliance with the above-mentioned laws
18.02 Partial Invalidity. If any term, covenant, condition or provision of this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated
thereby.
18.03 Hold Over. Should Licensee hold over after the expiration of the Term or earlier
termination of this Agreement, such hold over shall be at the sufferance of Mesa and not a renewal of the
Term; and such hold over shall be governed by the same conditions and covenants as contained in this
Agreement. Additionally, Licensee shall be liable for all of Mesa’s direct and consequential damages,
including costs, fees, expenses, damages and reasonable attorneys’ fees incurred by Mesa as a result of
Licensee holding over.
18.04 Notices. All notices given, or to be given, by either Party to the other, shall be given in
writing and shall be addressed to the Parties at the addresses hereinafter set forth or at such other address
as the parties may hereafter designate. Notices and payments to Mesa, and notices to Licensee shall be
deemed properly served when sent by certified or registered mail or hand delivered to the addresses as
follows:
{00142970.1} Page 8 of 14

To Mesa: City of Mesa
Real Estate Services
20 E. Main Street, Suite 500
P.O. Box 1466
Mesa, AZ 85211-1466
480 /644-2577
To Licensee: Maricopa County Finance Department
Attention: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
18.05 Successors. The covenants herein contained shall, subject to the provisions limiting
assignments, apply to and bind the heirs, successors, executors, administrators and assigns of all the
parties hereto.
18.06 Time of the Essence. Time is of the essence with respect to the obligations to be
performed under this Agreement.
18.07 A.R.S. § 38-511 Notice. This Agreement may be subject to cancellation pursuant to
A.R.S. § 38-511.
18.08 No Agency. Each Party shall at all times be an independent operator and shall not at any
time purport to act as an agent of any other Party, or any of its officers or agents.
18.09 Modification. Any modification of this Agreement shall be in writing and approved by
the Parties.
18.10 Authority. The person executing this Agreement on behalf of, or as a representative
for Licensee warrants that he is duly authorized to execute and deliver this Agreement on behalf of
Licensee and that this Agreement is binding upon Licensee in accordance with the terms and conditions
herein.
18.11 Governing Law, Venue, and Jurisdiction. This Agreement shall be governed by the laws
of Arizona. A Party shall only bring an action related to a dispute arising out of this Agreement in a court
of appropriate venue and jurisdiction in Maricopa County, State of Arizona.
18.12 No Third Party Beneficiaries. This Agreement is intended solely for the benefit of the
Parties. Nothing set forth in this Agreement, or in any presentation, report, or other document is intended
to create, or shall create, any rights in any third parties. There shall be no third party beneficiaries to this
Agreement.
18.13 Construction. The terms and provisions of this Agreement shall be interpreted and
construed in accordance with their usual and customary meanings. The Parties each hereby waive the
application of any rule of law which would otherwise be applicable in connection with the interpretation
and construction of this Agreement that ambiguous or conflicting terms or provisions contained in this
Agreement shall be interpreted or construed against the Party who prepared or whose attorney prepared
the executed Agreement or any earlier draft of the same.
{00142970.1} Page 9 of 14

18.14 Surviving Provisions. All warranties, representations, and duties to indemnify, defend,
and hold harmless shall survive the termination, cancellation, or expiration of this Agreement.
Additionally, all obligations to restore the Monitoring Site shall survive the termination or expiration of
this License as well as any other section which reasonably should survive shall survive.
18.15 Quiet Enjoyment. During the Term of this Agreement, City agrees so long as Licensee
shall timely pay the License Fees and other charges required to be paid hereunder, and perform all of its
other obligations under this Agreement, Licensee shall peaceably have and enjoy the use of the
Monitoring Site without hindrance from City or anyone claiming by or through them.
[SIGNATURES ON THE FOLLOWING PAGE]
{00142970.1} Page 10 of 14

P-50207
C-85-15-016-3-00
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first written
above.
CITY OF MESA, an Arizona MARICOPA COUNTY, a political
municipal corporation subdivision of the State of Arizona
______________________________________ _______________________________________
Christopher J. Brady, City Manager Chairman of the Board
or Designee
ATTEST:
______________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
______________________________________
Deputy County Attorney Date
STATE OF ARIZONA )
) ss.
County of Maricopa )
The foregoing instrument was acknowledged before me this _______ day of ____________________,
20_____ by _____________________________, the __________________________________ for the
City of Mesa, an Arizona municipal corporation.
(Seal and Expiration Date)
_______________________________________
Notary Public
{00142970.1} Page 11 of 14

P-50207
C-85-15-016-3-00
Exhibit “A”
(Depiction of the Property)
Fire Department at 4530 E. McKellips Road, Mesa AZ 85215
{00142970.1} Page 12 of 14

P-50207
C-85-15-016-3-00
Exhibit “B”
Monitoring Site Improvements
Telephone Communication Room Meteorological Data Collectors
{00142970.1} Page 13 of 14

P-50207
C-85-15-016-3-00
Exhibit “C”
Improvements to the Monitoring Site
10’X12’ Atmospheric monitoring instrumentation
{00142970.1} Page 14 of 14