LICENSE AGRMT W HEALTHCARE TRUST.PDF

REVOCABLE LICENSE AGREEMENT
BETWEEN
HTA - Sc BOS WELL WEST, LLC
AND
MARICOPA COUNTY
C-64-14- -M-00
THIS REVOCABLE LICENSE AGREEMENT (the "Agreement") is made and entered
into by and between HTA — SC Boswell West, L.L.C., a Delaware limited liability company
("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" or individually
as a "Party").
RECITALS
WHEREAS, Licensor owns certain real property located at the corner of 105 th Drive and
Santa Fe Drive in Maricopa County, AZ, more specifically identified as Maricopa County
Assessor's Parcel Number 200-84-030Y (the "Property");
WHEREAS, Licensee desires to construct a bus shelter ("Bus Shelter") for the benefit of
the public and utilization by the Regional Public Transportation Authority (RPTA) ("Permitted
Use") on a portion of the Property described and/or depicted in Exhibit "A" which is attached
hereto and made a part of this Agreement (the "Shelter Area"); and
WHEREAS, Licensor desires to permit Licensee to enter onto the Property for the
Permitted Use within the Shelter Area pursuant to the terms and conditions of this Agreement.
Upon completion of construction, Licensor shall own the Bus Shelter and assume all liability and
maintenance responsibility for the Bus Shelter.
NOW THEREFORE, in consideration of the foregoing recitals and other valuable
consideration, the PARTIES hereto agree as follows:
1. Recitals. The Recitals, by this reference, are incorporated herein and made a part of
this Agreement.
2. Term. The effective date of this Agreement shall be the date it is fully executed by the
Parties ("Effective Date"). The term of this Agreement shall commence on the Effective Date and
shall expire on the date of final completion of the Bus Shelter or one (1) year after the Effective
Date, whichever is sooner ("Expiration Date") unless otherwise cancelled or terminated as
provided herein.
3. Use. Upon the Effective Date, Licensor hereby grants Licensee access to and from the
Shelter Area for the Permitted Use. Licensee shall use the Premises for only the Permitted Use and
none other. Unauthorized use of Shelter Area or the Property by Licensee may be considered by
Licensor to be sufficient cause for the immediate termination of the Agreement. All trash and
debris on the Shelter Area or the Property caused by Licensee or its agents, employees or
contractors, must be removed by Licensee from the Shelter Area and the Property and disposed of
in an appropriate manner.

4. Use of Funds. The parties understand and agree that: a) Licensee shall construct the
Bus Shelter using only such funds as are available under its Local Transportation Assistance Fund
(LTAF II) and that its obligation to construct the Bus Shelter is conditioned upon the availability of
such funds; b) Licensee shall be under no obligation to fund the LTAF II for any given year; and c)
the design and construction of the Bus Shelter shall be in conformance with the designs and best
practices issued and provided by the Maricopa Association of Governments and Regional Public
Transportation Authority.
5. Entry and Inspection. Licensor shall have the right at all times but shall not be
required to enter onto and inspect the Shelter Area. 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.
6. Agreement as License; No Taking; No Just Compensation. The Parties intend and
mutually agree that this Agreement shall be construed as a mere license by Licensor to Licensee for
the Permitted Use. 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
Shelter Area or the Property. The Parties further intend and mutually agree that Licensee's entry
onto the Shelter Area and construction of the Bus Shelter shall not be considered a taking, that
Licensor shall receive no just compensation and Licensor and/or any of its employees, agents,
officers, directors or members hereby waive any and all rights to bring any claim against Licensee
for inverse condemnation, trespass or any other related claim once this Agreement has expired or
earlier terminated. This Paragraph 6 shall survive the expiration or earlier termination of this
Agreement.
7. Return of Premises; Ownership of Improvements. Upon completion of the Bus
Shelter Licensee, at its sole cost and expense, shall return the Shelter Area to Licensor in a clean,
safe and usable condition. Licensor and Licensee intend and mutually agree that upon the
expiration or earlier termination of this Agreement that Licensor shall own the Bus Shelter and
related improvements and be responsible for the operation, maintenance or improvement of the Bus
Shelter for a period of 20 years or until such time as RPTA permanently discontinues use of the bus
shelter. The Parties further intend and mutually agree that upon the expiration or earlier termination
of this Agreement, that Licensor shall assume all liability for the Bus Shelter and the Shelter Area
except as to any claims arising out of the negligence or willful misconduct of Licensee, its agents
or contractors. This Paragraph 7 shall survive the expiration or earlier termination of this
Agreement.
8. 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.
9. Applicable Law. The Parties hereto shall comply with all applicable federal, state and
local statutes, ordinances, codes, 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 Maricopa County, Arizona.
10. Termination. This Agreement may be terminated by either Licensee or Licensor, with
or without cause, upon thirty (30) days written notice to the non-terminating party.

11. Assignment. Any assignment or attempted assignment of this Agreement by Licensee
without the prior written consent of Licensor shall be void.
12. Non-Waiver. The failure of either Licensee or Licensor to insist upon the complete
performance of any of the terms and provisions of this Agreement 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.
13. Conflict of Interest. This Agreement is subject to the provisions of A.R.S. § 38-511.
14. 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.
15. Release. In consideration for Licensee constructing the Bus Shelter at Licensee's sole
cost and expense, Licensor voluntarily and knowingly releases and discharges 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, and
rights whatsoever, in law or in equity, whether known or unknown, that Licensor, or anyone
claiming through or under Licensor 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, excluding
those that arise, either directly or indirectly, from the negligence or willful misconduct of Licensee,
its agents, contractors, employees, members, officers or partners. The terms of this Paragraph 15
shall survive the expiration or earlier termination of this Agreement.
16. Indemnification. To the fullest extent peimitted by law, Licensor shall indemnify,
defend and hold harmless Licensee, its boards, officials, officers, agents, representatives and
employees from and against any and all claims, fines, suits, claims, demands, actions and liability
(including but not limited to vicarious liability), loss, damage, costs, taxes or expenses (including
reasonable attorneys fees and costs) arising in whole or in part from Licensee's, its employees,
representatives, agents, or contractors' construction or installation of the Bus Shelter or the Shelter
Area. Notwithstanding any language in the foregoing sentence to the contrary, the foregoing
indemnity, duty to defend and hold harmless requirements do not apply to any negligent or
otherwise wrongful acts, errors or omissions that are done or performed by Licensee, its
employees, representatives, agents, or contractors in, on, or around the Shelter Area, including in
connection with the construction or installation of the Bus Shelter. The indemnity, duty to defend,
and hold harinless 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. The terms of this Paragraph 16 shall
survive the termination or expiration of this Agreement.
17. Insurance. Licensor acknowledges that Licensee is self-insured.
18. Notice. All notices, demands or other communications given in connection with this
Agreement ("Notices") shall be given in writing and transmitted by personal delivery, overnight air

express, or certified mail, return receipt requested, to the addresses below or to such other address
as the party may designate by Notice similarly given:
If to Licensor: Healthcare Trust of America, Inc.
Attn: Judy Romero
16435 North Scottsdale Road, Suite 320
Scottsdale, AZ 85254
If to Licensee: Maricopa County Department
Mitch Wagner, Itergovernmental Liaison
2901 West Durango Street
Phoenix, Arizona 85009
Notices shall be deemed given and received on the date on which the Notice is actually received.
19. Benefits & Burdens. The rights, conditions, covenants, agreements, and provisions of
this Agreement shall inure to the benefit of and be binding on Licensor, Licensee, and their
respective successors and assigns.
19. Authorized Presence Requirements. The Parties warrant that they are in compliance
with A.R.S. § 41-4401 and further acknowledge that:
19.1 Any contractor or subcontractor who is contracted by a Party to perform
work on the Project shall warrant their compliance with all federal
immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214(A), and shall keep a record of the
verification for the duration of the employee's employment or at least
three years, whichever is longer.
19.2 Any breach of the warranty, shall be deemed a material breach of the
contract that is subject to penalties up to and including termination of the
contract.
19.3 The Parties retain the legal right to inspect the papers of any contractor or
subcontractor employee who works on the Project to ensure that the
contractor or subcontractor is complying with the warranty above and
that the contractor agrees to make all papers and employment records
of said employee available during noimal working hours in order to
facilitate such an inspection.
19.4 Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
20. Scrutinized Business Operations. The Parties warrant that they do not have
scrutinized business operations in Sudan or Iran, as prohibited by A.R.S. §§ 35-391.06 and 35-
393.06, and further acknowledge that any contractor or subcontractor who is contracted by a party
to perform work on the Bus Shelter shall warrant that they do not have scrutinized business
operations in Sudan or Iran.

21. Debarment, Each Party to this Agreement warrants that neither it nor any contractor
or vendor under contract with the Party to provide goods or services toward the accomplishment of
the objectives of this Agreement is suspended or debarred by any federal agency which has
provided funding that will be used in the Project described in this Agreement.
22. Headings. Sections and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
23. 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 the same instrument.
Faxed, copied and scanned signatures arc acceptable as original signatures.
24. 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 fill force and effect and shall in no way be affected, impaired or
invalidated,
****************4************************************************************4*
IN WITNESS WHEREOF, the Parties enter into this AGREEMENT this al day of
,
LICENSEE. LICENSOR
By: By:
manda Houghton
Its: ' EVP Asset Management
ATTEST
Clerk of the Board Date
APPROVED AS TO FORM:
By:
Deputy County Attorney Date

Exhibit "A"
Shelter Area

P
3,-,36'15
abon
34"
N
112:17'08
17'
IR
stay
.
146
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