REVOCABLE LICENSE AGREEMENT P-50237 WITH BRIDGING AZ FURNITURE BANK.DOCX

REVOCABLE LICENSE AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
BRIDGING-AZ FURNITURE BANK, Inc.
________________________________________________
C-94-14-002-3-00
P-50237
THIS revocable License Agreement (the "Agreement" or "License") is made and entered into
by and between Maricopa County, a political subdivision of the State of Arizona, hereinafter
referred to as LICENSOR, and Bridging-AZ Furniture Bank, Inc., an Arizona non-profit
corporation, hereinafter referred to as LICENSEE, ("LICENSOR" and "LICENSEE" shall
collectively be referred to herein as the "PARTIES").
RECITALS
WHEREAS, LICENSOR owns certain real property, known as the PNI Building, at 1920 South
Lewis Street in Mesa, Arizona: and
WHEREAS, LICENSOR desires to make available to LICENSEE approximately 10,000 square
feet of space within the PNI Building, which space is depicted in Exhibit "A" which is attached
hereto and made a part of this Agreement (the "Property"); and
WHEREAS, LICENSOR desires to make the Property available to LICENSEE only for
the Permitted Use as hereafter defined; and
WHEREAS, LICENSEE desires access to, and use of, the Property solely for the purpose of
operating a furniture bank which includes: i) storing of donated furniture for
distribution to individuals and families in need through qualified social service
agencies; and ii) associated parking at the PNI Building to operate the furniture
bank (the “Permitted Use”); and
WHEREAS, LICENSEE has determined the Property is suitable for the Permitted Use.
NOW THEREFORE, for the consideration of $200.00 annually, which consideration
shall be submitted in quarterly amounts of $50.00 to LICENSOR by LICENSEE
and without demand by LICENSOR; and the mutual representations, warranties,
covenants and agreements contained herein, and for good and other valuable consideration the
PARTIES hereto agree as follows:
Page 1 of 13

I. TERM AND TERMINATION
1. The accuracy of the foregoing recitals is acknowledged and by this reference incorporated
into this Agreement.
2. Subject to the terms of this License, LICENSOR hereby grants to LICENSEE a revocable
license to enter and use the Property commencing upon approval by the Maricopa County Board
of Supervisors and shall expire on June 30, 2015 ("Expiration Date"), unless earlier terminated
by either of the PARTIES.
3. This License may be renewed for up to five (5) additional twelve (12) month terms by
mutual agreement of the PARTIES. LICENSEE shall give LICENSOR written notice of
LICENSEES intent to renew at least ninety (90) days prior to the Expiration Date.
4. This License may be terminated with or without cause by either Party by giving thirty
(30) days written notice to the non-terminating Party.
5. This License shall be automatically revoked in the event of, or at such time that LICENSEE
fails to comply with the express terms of this License, unless said failure is cured within five
(5) days upon LICENSEE's receipt of a notice to cure.
6. This License is subject to the provisions of A.R.S. § 38-511.
II. SCOPE
Upon execution of this Agreement, LICENSOR shall make the Property available to
LICENSEE for the Permitted Use as follows:
1. LICENSEE, at LICENEE's sole cost and expense, shall use the Property for only the
Permitted Use and none other.
2. Unauthorized use of Property by the 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.
3. LICENSEE, at its sole cost and expense, shall be responsible for compliance with all
federal, state and local statutes, laws, ordinances, orders, rules and regulations.
4. LICENSEE shall be responsible for the conduct of its employees, agents and contractors
who enter onto the Property pursuant to this License.
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5. LICENSEE, at its sole cost and expense, shall keep the Premises in a clean and safe
manner and usable condition at all times. LICENSEE shall be responsible for any and all
damage caused by LICENSEE's use of the property. LICENSEE shall repair any damage to
the Property caused by LICENSEE ("Repairs") upon completion of any term. If LICENSEE
fails to repair the Property pursuant to the terms of this License, LICENSOR may undertake
the Repairs and shall invoice LICENSEE for any and all reasonable costs associated with
the Repairs. LICENSEE shall pay in full any invoice for Repairs received from LICENSOR
within thirty (30) days.
6. LICENSEE shall maintain the Property in compliance with all local, state and federal
codes, laws, statutes and regulations. All trash and debris on the Property must be removed
from the Property and disposed of in an appropriate manner.
7. LICENSEE may use the Premises solely as storage space for used and donated furniture.
LICENSEE will not use, or permit the Premises or associated parking or any part thereof, to
be used as a distribution, or pick-up site by the general public or recipients of the used
furniture. The designated parking area will not be used for “over-night” parking of vehicles
or equipment. LICENSEE shall not disrupt or prevent the quiet enjoyment of the other
tenants within the PNI facility.
8. LICENSEE shall waive the usual Access Fees to Maricopa County Human Services
Department Staff as further consideration for this License.
9. LICENSEE, at the expiration of this Agreement or upon earlier termination as provided
herein this Agreement, will surrender the Premises in the same good condition and repair as
LICENSEE received the Premises, normal wear and tear excepted.
10. LICENSEE, at its sole cost and expense, shall reimburse the LICENSOR on a quarterly
basis fifty dollars ($50.00) for all utility services LICENSOR provides to the Premises.
LICENSEE shall remit the reimbursement to LICENSOR within thirty (30) days after the
end of every calendar quarter.
11. LICENSEE at LICENSEE’s sole cost and expense and after receiving expressed written
approval of LICENSOR, which approval may be withheld solely at LICENSOR’s discretion,
cause to make alterations, additions, improvements and changes as summarized and depicted
in Exhibit “B” of this Agreement (the “Tenant Improvements”) in and to the interior of the
Premises and LICENSEE may find necessary or convenient for LICENSEE’s Permitted Use,
provided that the value of the Premises is not diminished. LICENSEE shall not make, or
have made, any changes of a structural nature to the Premises or the PNI facility. LICENSEE
shall submit to LICENSOR complete construction documents for any planned Tenant
Improvements to the Premises for LICENSOR’s review and approval. LICENSOR will
decide its approval or non-approval of the proposed Tenant Improvements within 30 calendar
days of receiving a complete set of Tenant Improvement construction documents and
information. LICENSEE will perform or have performed at LICENSEE’s discretion, any and
all Tenant Improvements of the Premises using only LICENSOR approved contractors and
vendors. Upon termination of the Agreement, LICENSOR will determine, at its sole
Page 3 of 13

discretion, which of the designated Tenant Improvements are to be removed. LICENSEE
shall be responsible for all cost and expense of removing the designated Tenant
Improvements. LICENSOR may elect to retain one or more or the Tenant Improvements and
such improvements, or improvements, shall become a part of the Premises at no cost to
LICENSOR.
III. ENTRY AND INSPECTION
LICENSOR shall have the right at all times but shall not be required to enter onto and
inspect the Property. 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.
1. LICENSEE shall not use and/or store any hazardous material at or on the Property.
2. LICENSEE shall report to LICENSOR within twenty-four (24) hours of knowledge of
any event or occurrence at the Property which may or does result in pollution or
contamination adversely affecting lands, water or facilities owned or managed by LICENSOR,
including the Property.
3. 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 Property; or (b) any release, threatened release or escape of any substance in, on,
under or from said Property 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.
Page 4 of 13

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 Property 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 Property 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.
4. 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.
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
Property. 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 Property. 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 Property.
Page 5 of 13

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 he 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 Maricopa County, Arizona.
IX. RETURN OF PROPERTY
Upon expiration or earlier termination of this Agreement, LICENSEE shall restore the
p roperty to its original condition, clean and free of any debris and in good operating order.
LICENSEE shall repair any damage to the Property caused by its use of the Property
pursuant to the terms of this Agreement. Any personal property of LICENSEE not removed
by the end of any term or earlier termination date shall be deemed to have been abandoned
by LICENSEE and may be disposed of or retained by LICENSOR as LICENSOR may
desire.
X. ASSIGNMENT
LICENSEE shall not assign this License without the prior written consent of LICENSOR.
This License shall be binding upon and inure to the benefit of the respective parties, their
successors and assigns.
XI. 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 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.
Page 6 of 13

XII. 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.
XIII. 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 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.
XIV. 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 LICENSOR and all of
its officers, employees and agents from and against any and all damages, claims, losses,
liabilities (including, but not limited to, vicarious liability), 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 LICENSOR
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 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.
Page 7 of 13

XV. 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.
XVI. INSURANCE
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 B++. 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 and employees for any
claims arising out of LICNESEE's use of the Property. LICENSEE is required to procure and
maintain the following coverages:
Page 8 of 13

1. Commercial General Liability. Commercial General Liability insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence,
$4,000,000 Products/Completed Operations Aggregate, and $4,000,000 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 Not less than $4,000,000 listing property on
this contract Listing LICENSOR as additional insured.
5. Environmental/Pollution. Liability insurance in an amount of $2,000,000 per
occurrence and $4,000,000 aggregate with a carrier having an A.M. Best rating of A6 or
higher.
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 coverage, conditions and limits required by this Agreement are in
full force and effect. Such certificates shall identify 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.
Page 9 of 13

XVII. COMPLIANCE WITH A.R.S. § 41-4401
The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further
acknowledge that:
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.
2. That 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.
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 normal working
hours in order to facilitate such an inspection.
4. Nothing in this Agreement shall make any contractor or subcontractor an agent or
employee of the Parties to this Agreement.
XVIII. NO SUSPENSION OR 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 are suspended or debarred by any federal agency which has
provided funding that will be used in the Project described in this Agreement.
Page 10 of 13

XIX. NOTICES
All notices provided for herein shall be in writing and sent by certified mail to the Parties at the
following addresses:
LICENSOR: Maricopa County Department of Finance
Attn: Real Estate Manager
301 W Jefferson Street, Suite 960
Phoenix, AZ 85003
LICENSEE: Bridging-AZ Furniture Bank, Inc.
Attn: Jim Piscopo
25 N. Extension Road
Mesa, AZ 85201
XX. REMITTANCES
Quarterly utility reimbursement of Fifty Dollars ($50.00) shall be sent to the following address:
Facilities Management Department
Attn: Melanie Brown, PNI P-50237
Quarterly Utility Payment
401 W. Jefferson Street
Phoenix, AZ 85003
******************************************************************************
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C-94-14-002-3-00
P-50237
IN WITNESS WHEREOF, the Parties enter into this Agreement this ______ day of ___________________,
2013.
LICENSEE:
BRIDGING-AZ FURNITURE BANK, INC.
__________________________________________
Jim Piscopo, Executive Director Date
LICENSOR:
MARICOPA COUNTY
__________________________________________
Chairman, Board of Supervisors
ATTEST:
__________________________________________
Clerk of the Board Date
Approved as to Form:
__________________________________________
Deputy County Attorney Date
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C-94-14-002-3-00
P-50237
Exhibit “A”
Property
Page 13 of 13