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LICENSE AGREEMENT This LICENSE AGREEMENT (“Agreement”) is made and entered into by and between the City of Glendale, an Arizona Municipal Corporation (“City”) and Glendale Arizona Historical Society, an Arizona non-profit corporation (“Licensee”) (collectively “Parties”) to be effective on the date it is fully executed by all Parties. RECITALS A. The City is the owner of certain real property located at 9802 North 59 Avenue, Glendale, Arizona, (“License Area”) more fully depicted in Exhibit A attached hereto and will be licensed for use pursuant to this Agreement. B. Licensee and City desire for Licensee to use the License Area to provide clerical functions for weddings and ceremonies in a portion of the historic rose garden area and to curate the Historic Guest House Museum in accordance with the terms set forth below. Cc. Licensee and City desire to memorialize their agreement with this document. AGREEMENT In consideration of the mutual covenants and conditions set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. INCORPORATION OF RECITALS. The above recitals are true and correct and are incorporated into and shall constitute a part of this Agreement. 2. LICENSE. The City hereby grants to Licensee the right to use the License Area only for clerical functions and historical purposes to operate the Historic Guest House Museum and to use and occupy a portion of the historic rose garden area for weddings and ceremonies and as otherwise described in § 2.3.d, below (“Permitted Use”) and §5.2a-c below and no other use; and, subject to the provisions and conditions of this Agreement: 2.1. Use. During the Term of this Agreement, Licensee will have non-exclusive access to the License Area only as described in § 5, “Licensee’s Operations” for the Permitted Use. This Agreement will not prevent the City from conducting additional business and educational activities, events, programs, concerts and rentals at the Historic Sahuaro Ranch Park. Licensee will be notified of any pending activity. 2.2. Project Manager. Upon execution of this Agreement, City and Licensee will each designate a project manager to coordinate the parties’ performance under this Agreement. Each project manager will devote such time and effort to the project as may be necessary for timely, good faith and convenient coordination among all persons involved with the project and compliance with this Agreement. The City’s project manager will not be exclusively assigned to this Agreement or to work related to the Licensee’s use. 2.3, Rights, Use Requirements, and Restrictions. a. Licensee’s rights under this Agreement are subject to all covenants, restrictions, easements, agreements, reservations and encumbrances upon, and all other conditions of title to, the License Area. b. — Licensee’s rights under this Agreement are subject to all present and future building restrictions, regulations, zoning laws, ordinances, resolutions and orders of any local, state or federal agency, now or hereafter having jurisdiction over the License Area or the Licensee’s use 1 10/12/16 of the License Area. c. Licensee may use the License Area only for the Permitted Use and no other use. d. _ Licensee’s Permitted Use includes the following: 1. Office space, clerical functions and historical purposes at the Guest House at Sahuato Ranch Historic Area. 2. Occupy a portion‘of the historic rose garden area for weddings and ceremonies. In the event the historic rose garden is unavailable or with prior approval from city staff, GAHS may also use the Guest House Porch Lawn. 3. Non-exclusive right to access parking spaces, as appropriate. 4. Oversee visits and tours by Glendale school students. e. Except for enforcement authority vested in the Glendale Police Department or other governmental authority, Licensee shall have the right to set and enforce appropriate rules and guidelines for use of the License Area during the Term. 2.4. “AS-IS” Acceptance. Licensee warrants that it has studied and inspected the License Area, obtained any information and professional advice the Licensee has determined to be necessary related to this Agreement, and therefore accepts the same “AS IS” without any express or implied warranties of any kind, other than those warranties contained in § 12, including any warranties or representations by the City as to its condition or fitness for any use. Licensee’s acceptance of the License Area “as is” shall not include the acceptance of any latent dangerous or hazardous condition that is not discoverable upon inspection. 2.5. Limitation on Grant. The Parties do not by this instrument intend to create a lease, easement, or other real property interest or vest with Licensee any real property interest in the License Area and nothing express or implied in this Agreement grants Licensee any right or authority to enter, occupy, ot use any property that is not solely owned by the City and fully described herein. 2.6. Rights Reserved. a. Licensee acknowledges that its use of the License Area is subject and subordinate to the City’s use of the License Area, including use of the License Area for Sahauro Ranch Historic Area. b. City may, at all times, enter upon the License Area for any lawful purpose, provided the action does not unreasonably interfere with the Licensee’s use or occupancy of the License Area. 3. TERM. 3.1. License Period. This Agreement shall commence on » 20 (“Commencement Date”) and end on , 20 (“Term”), unless terminated earlier as provided in this Agreement. The Effective Date of the License Agreement shall be the date it is fully executed by all Parties. The Term of this Agreement commences on the Effective Date and shall not exceed five (5) years. 3.2. Surrender of Possession. a. Upon the expiration or termination of this Agreement, the Licensee’s right to occupy the License Area and to exercise the privileges and rights granted by this Agreement cease, and it must surrender and leave the License Area in as good condition as it was provided to Licensee, 2 10/12/16 - 5. including removal of personal property from the License Area, and removal of any paper, litter or trash. If Licensee fails to remove any of its property upon expiration or termination of this Agreement, it will have a grace petiod of 90 days in order to cause such removal, after which such property will become a part of the License Area and ownership will vest in the City. Alternatively, the City may, at the Licensee's expense, have the property removed after such 90- day period. 3.3. Hold-Over. In the event Licensee continues to occupy the License Area after the expiration or termination of this Agreement, such hold-over does not constitute a renewal or extension of this Agreement and in no case may the hold-over exceed ten (10) business days. LICENSE FEES. For its right to use the License Area, the City accepts the following consideration as full remuneration for the Licensee’s use in accordance with the License Agreement to be paid on or before the Commencement Date of this agreement: 4.1. Licensee shall pay a sum of ten USD annually ($10.00) for use of the License Area. LICENSEE’S OPERATIONS. 5.1. Generally. a. Licensee must at all times have on-call and at the City’s access an active, qualified and experienced representative to supervise the Permitted Use and who is authorized to act for the Licensee in matters pertaining to all emergencies and the operation of the Permitted Use. Licensee will provide the City with the name and 24-hour telephone number for the Licensee Project Manager. Licensee, at all times during the Term of this Agreement, must maintain the License Area in a clean and orderly condition, and use commercially reasonable care in the use of the License Area so as not to constitute a nuisance, jeopardize the public safety, sell or distribute alcohol or illegal drugs, permit nudity, or allow any other unlawful activity. The City will provide the License Area with electricity, water, and sewer services at no cost to the Licensee. However, the City will mot be liable, in damages or otherwise, for any discontinuance, failure or interruption of electric, water or sewer service to the License Area. The City agrees to maintain and repair all major exterior and internal portions and systems of the License Area as provided for within the City’s annual budget process. The City will assist Licensee in promoting the historic nature of the Sahuaro Ranch Historic Area and market its use to prospective clients. Licensee shall remain in “good standing” with the State of Arizona Corporation Commission and maintain its non-profit status at all times throughout this Agreement. Licensee will procure, at its sole cost, any license, permit or approval of any governmental agency having jurisdiction over the License Area necessary for the Permitted Use of the License Area (“Governmental Approvals”). Licensee’s obligations under this Agreement shall be subject to receipt of all Governmental Approvals. Each Party will cooperate with the other in good faith to obtain the Government Approvals, and City will promptly execute all applications and other documentation necessary for Licensee to obtain the Governmental Approvals. Licensee shall reimburse City within ten (10) days for any penalties or fines resulting from Licensee’s failure to comply with any Governmental Approvals. 3 10/12/16 ea 5.2. Improvements and Services. a. Hours of Operation. Licensee agrees to maintain Guest House Museum open to the public and staffed either with employees or volunteers, October-May for a period no less than four hours a week on dates and times posted both on site and on-line. Licensee will maintain operating hours June-September, at its discretion. Licensee may open Guest House Museum for additional hours, at its discretion. b. Additional Functions. Additional programs or functions outside of the License Area or Permitted Use must’ receive prior City approval. G Licensee’s Contractors Licensee may use contractors and suppliers in its reasonable discretion, with prior review and approval of City, in the performance of Improvements and Services. Licensee shall ensure that the Licensee’s contractor/s performing work at the License Area maintain the minimum insurance requirements identified in this License Agreement. The insurance policies shall be endorsed to contain the City of Glendale, its officers, officials, employees, and volunteers as an additional insured in connection with its Permitted Use and Improvements and any other work or operations. 1. Licensee’s Improvements must be designed and materials and labor purchased at the Licensee’s sole expense. In the event Licensee or its Contractors cause damage to City owned property, the Licensee is responsible for reporting the claim to the applicable insurance company. 2. In no event is the City obligated to compensate Licensee or any contractor or supplier in any manner for any of the Licensee’s Improvements or other work performed by Licensee of any contractor in connection with the Permitted Use or during or related to this Agreement. 3. Licensee must timely pay for all labor, materials, and work, and all professional and other services related to its operations within the License Area, and will defend, indemnify and hold harmless the City against all related claims caused, in whole or in part, by Licensee and no liens against the License Area shall be permitted. 4. All work performed on the License Area by Licensee or any sub-contractors must be performed in a workmanlike manner, as reasonably determined by the City, and will be diligently pursued to completion and in conformance with all building codes and similar rules. 5.3. Insurance. a. Licensee and any and all Contractors shall procure and maintain until all obligations have been discharged the minimum insurance requirements as outlined below in connection with its Permitted Use and Improvements and any other work or operations in the License Area. The insurance requirements contained herein are minimum requirements and in no way limit the indemnity covenants contained in the License. The City in no way warrants that the minimums are sufficient to protect Licensee or its Contractors as they are free to purchase additional insurance as they deem necessary. Minimum Insurance Requirements 1. Workers' Compensation Insurance as required by the State of Arizona with Statutory Limits. This policy shall include Employer's Liability insurance with limits no less than 4 10/12/16 $100,000 per accident for bodily injury or disease. 2. Commercial General Liability Insurance on an occurrence basis that includes property damage, fire damage legal liability, bodily injury, personal and advertising injury, products and completed operations and contractual liability with limits not less than $1,000,000 per occurrence, $2,000,000 aggregate and $100,000 fire damage liability. 3. Automobile Liability Insurance that includes bodily injury and property damage for any owned, hired and non-owned vehicles with a combined single limit not less than $1,000,000. b. Insurance is to be placed with insurers duly licensed or authorized to do business in the State of Arizona with an AM Best rating not less than A-, VII by AM Best. c. The General and Automobile liability policies shall contain or be endorsed to contain the City of Glendale, its officers, officials, and employees as additional insureds with respect to liability arising out of Licensee’s Permitted Use and Improvements and any other work or operations in the License Area. To the extent that City volunteers are utilized to perform work or operations in the License Area, with the prior consent and agreement of Licensee, then Licensee will name such volunteers as additional insured with respect to the General and Automobile liability policies. d. — Licensee’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, and employees. Any insurance or self-insurance maintained by the City, its officers, officials, or employees shall be excess of the Licensee’s insurance and shall not contribute with it. e As commercially reasonable and at any time, City’s Risk Manager may alter the requirements above or determine additional insurance is necessary for Licensee’s operations. f. Notice of Cancellation. Each insurance policy shall be endorsed to state that coverage shall not be canceled except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City. g. Licensee and any and all Contractors shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language providing the required insurance coverage. All certificates and endorsements are to be received by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Licensee’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. h. — Waiver of Subrogation. Licensee hereby grants to City a waiver of any right to subrogation which any insurer of said Licensee may acquire against the City by virtue of the payment of any loss under such insurance. Licensee agrees to make reasonable efforts to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. i, Notices to the City. The Licensee will provide the City, without request, copies of any petition or application related to any filing by the Licensee of bankruptcy, receivership or trusteeship and any notices received from regulatory agencies pertaining to the operations. 6. DAMAGE OR DESTRUCTION. The City has no obligation to reimburse the Licensee for the loss of or damage to fixtures, equipment or other personal property of Licensee, except for such loss or 5 10/12/16 ute de damage as is caused by the sole negligence or fault of the City or its officers, employees or agents. INDEMNIFICATIO D LIMITATION OF LIABILITY. 7.1, 7.2. 7.3. Licensee will defend, indemnify and hold harmless the City, its officers, officials, and employees, and agents (collectively, the “City”) from and against any and all losses, damages, claims, actions, liabilities for bodily injury or personal injury (including death) or loss or damage to tangible or intangible property (collectively, “Claims’’) of whatever nature, including reasonable attorney’s fees, court costs, expert witness fees, costs of litigation or expenses, cost of claim processing and investigation, caused in whole or in part that arise out of any act or omission of Licensee or its agents, employees and invitees (collectively, “Licensee”) in connection with Licensee’s, or related to Licensee’s owners, officers, directors, agents or contractors, Permitted Use and operations in the License Area and that result directly or indirectly in any type of injury to or death of any person or the damage to or loss of any property, or that arise out of Licensee’s use, activities or operations, including the failure of the Licensee to comply with any provision of this Agreement (collectively “Licensee’s Conduct”). a. City will in all instances, except for loss, damages or claims resulting from the sole negligence or fault or gross negligence of City, be defended and indemnified by Licensee against any and all Claims arising out of Licensee’s Conduct. Licensee will be responsible for primary loss investigation, defense and judgment costs where the indemnification is applicable. City will give the Licensee prompt notice of any claim made or suit instituted that may subject the Licensee to liability under this section, although timing of such notice will not diminish Licensee’s duty to defend and indemnify unless such timing actually prejudices Licensee’s ability to defend or Licensee’s legal rights and remedies thereunder, and the Licensee will have the right to compromise and defend the same to the extent of its own interest. b. City shall cooperate with Licensee and its counsel in such defense. é& City may, but does not have the duty to, participate in the defense of any Claim with attorneys of the City’s selection and at the City’s sole cost without relieving the Licensee of any obligations hereunder. d. _ Licensee’s obligations under this Agreement survive any termination of this Agreement or the Licensee’s use or activities in the License Area. e. In consideration for the use of the premises, the Licensee agrees to waive all rights of subrogation against the City, its officers, officials, employees, and agents arising from Licensee’s use, activities, operations or occupancy of the premises. Limitation of Liability. In no event is either party liable or obligated to the other party or any third party for any special, incidental, exemplary, consequential, punitive or indirect damages regardless of the form of action, whether under theory of contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of any such damages in advance. The foregoing limitation on liability shall not apply to claims for which a party is obligated to provide indemnity under this Agreement, claims arising from fraud, gross negligence or willful misconduct of a party, claims for breach of confidentiality, or claims of infringement of intellectual property rights. The indemnity obligations in this section shall survive expiration or termination of this Agreement. TAXES AND LICENSES. 8.1. Licensee must pay any leasehold tax, possessory-interest tax, sales tax, personal property tax, transaction privilege tax or other exaction assessed or assessable as a result of its occupancy of the License Area under authority of this Agreement, including any such tax assessable on the City. 6 10/12/16 10. 8.2. Licensee must, at its own cost, obtain and maintain in full force and effect during the Term of this Agreement all licenses and permits required for all activities authorized by this Agreement. RULES AND REGULATIONS, Licensee must at all times comply with all federal, state and local laws, ordinances, rules and regulations which are applicable to its use and construction activity or operations on the License Area, including all laws, ordinances, rules and regulations adopted after the Effective Date. Licensee must display to the City, upon request, any permits, licenses or other evidence of compliance with all laws. TERMINATION. 10.1. For Cause. a, Either party may terminate this Agreement in the event that the other party breaches this Agreement and fails to promptly remedy such breach within forty-eight (48) hours after receipt of notice from the other party. Notice must be made to either party’s Project Manager, which notice may be verbal if provided on-site at the License Area to the other party’s representative but must be followed up with an email to the other party’s Project Manager documenting the deficiency. b. In the event either party fails to perform any of its obligations under this Agreement and such failure continues for forty-eight (48) hours and will impair the Permitted Use of the License Area, either party shall, in addition to all other rights and remedies available, have the right, but not the obligation, to perform the obligations of the offending party and collect from such, or set-off against amounts otherwise due, all sums actually expended to effect such cure. c. Licensee may terminate this Agreement in the event of any of the following and, if such an event occurs, the City will process a refund for the amount of the License Fee paid, but will not be liable for any other damages: 1. Prior to the use of the License Area Licensee reasonably determines that the License Area is no longer technically compatible for its use or that it does not intend to use the License Area for its intended purposes. 2. Issuance by a court of competent jurisdiction of an injunction in any way preventing or restraining the Licensee’s use of any portion of the License Area. 3. The License Area becomes unusable as a result of inclement weather or other Act of God. 4. Licensee cannot obtain the required licenses or permits or it becomes, in Licensee’s sole and reasonable discretion, unduly burdensome or cost prohibitive to obtain such licenses ot permits. d. The City may terminate this Agreement and seek damages in the event of any of the following: 1. The failure of Licensee to perform any of its obligations under this Agreement, provided that Licensee fails to remedy this failure within forty-eight hours of receiving written notice from the City of said failure. 2. The filing of any lien against the License Area because of any act or omission of the Licensee that is not discharged or fully bonded within 30 days of receipt of actual notice by the Licensee. 3. If the Licensee at any time and for any reason fails to maintain all insurance coverage 7 10/12/16 a 10.2. required by this Agreement, alternatively, and at its sole discretion, the City may secure the required insurance at the Licensee’s expense which will be immediately due and payable. For Convenience, Either Party may terminate this Agreement for its convenience at any time upon providing ninety (90) days written notice. In such case, Licensee shall be entitled to prorated refund of the License Fee. Refund of the Licensee Fee is the sole and exclusive remedy of the Licensee for termination of this Agreement by City hereunder and Licensee shall not be entitled to, and waives, all claims for damages and expenses. 11. DEFAULT. Failure by a Party to take any authorized action upon default by the other party of any of the other party’s breach of a term, covenant, condition or obligation of this Agreement, or the failure to declare any default or breach immediately upon occurrence thereof or delay in taking any action in connection therewith, shall not waive such default or breach or such covenant, term, or condition or any subsequent default or breach thereof. 12. CITY’S REPRESENTATIONS AND WARRANTIES. The City represents and warrants to the Licensee that: 12.1. 12:2. 12:3. 12.5. It has the full right, power, and authority to execute this Agreement; The City’s execution and performance of this Agreement will not violate any laws, ordinances, covenants, mortgages, licenses or other agreements binding on the City. The City shall deliver the License Area to Licensee on the Commencement Date free and clear of any equipment, personal property, trash, plant material and debris. . The City will not take any action inconsistent with Licensee’s use of the License Area during the Term of this Agreement. The City has not and will not contract with, authorize or permit any vendors, merchants, lessees or other third parties to have access to or make any use of the License Area during the Term of this Agreement 13. HAZARDOUS WASTE. 13.1. 13:2. 13:3, 13.4. Licensee must not produce, dispose, transport, treat, use or store any hazardous waste or toxic substance upon or about the License Area subject to regulation under the Arizona Hazardous Waste Management Act, A.R.S. § 49-901 et seq., the Resource Conservation and Recovery Act, 42 US.C. 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. 2601 et seq., or any other federal, state or local law pertaining to hazardous waste or toxic substances. Licensee must not use the License Area in a manner inconsistent with any regulations, permits or approvals issued by the Arizona Department of Health Services. Licensee must defend, indemnify and hold the City harmless against any loss or liability incurred by reason of any hazardous waste or toxic substance on or affecting the License Area attributable to or caused in any way by the Licensee, and immediately notify the City of any hazardous waste or toxic substance at any time discovered or existing upon the License Area. Licensee must promptly and without a request by the City provide the City’s Environmental Program Manager with copies of all written communications between the Licensee and any governmental agency concerning environmental inquiries, reports or problems on the License Area. 14. PARTIES’ PERSONNEL, Each party’s personnel are, and shall at all times remain, employees or 8 10/12/16 W- 15. 16. 17. 18. 19. contractors of such patty, and each party shall exercise control over the conduct of their personnel and shall pay all wages, employee benefits and related expenses to the full extent required by law including, without limitation, all governmental employment taxes and unemployment insurance. I D T. TOR. Nothing herein shall be deemed or construed to create a partnership, joint venture or agency relationship between the parties. Licensee is strictly an independent contractor subject to no control by City other than as expressly provided herein. NOTICES. Except as otherwise provided, all notices required or permitted to be given under this Agreement may be personally’ delivered or mailed by certified mail, return receipt requested, postage prepaid, to the following addresses: To City: City of Glendale Attn: Kevin Phelps, City Manager 5850 W Glendale Avenue Glendale, AZ 85301 Email: Citymanager@glendaleaz.com with copy to: City of Glendale Attn: Michael D. Bailey, City Attorney 5850 West Glendale Avenue Glendale, AZ 85301 Email: mbailey@glendaleaz.com To Licensee: Glendale Arizona Historical Society Attn: Ronald N. Short, President P.O. Box 5606 Glendale, AZ 85312-5606 with copy to: City of Glendale Attn: Paul King, Recreation Administrator Public Facilities, Recreation and Special Events 6210 W. Myrtle Glendale, AZ 85301 16.1. Hither party may designate in writing a different address for notice purposes pursuant to this section. 16.2. Any notice or other communication directed to a party to this Agreement shall become effective upon the earliest of the following: (a) actual receipt by that party; (b) delivery to the address of the party, addressed to the party; or (c) if given by certified or registered U.S. Mail, return receipt requested, 72 hours after deposit with the United States Postal Service, addressed to the party. ASSIGNMENT. Neither Party may assign or sublease any of its interest, rights, or obligations of this Agreement hereunder without the prior written consent of the other Party. Any attempted assignment, delegation, or transfer without the necessary consent will be void. SEVERABILITY. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms remain effective, provided that elimination of the invalid provision does not materially prejudice either party with regard to its respective rights and obligations; in the event of material prejudice, then the adversely affected party may terminate this Agreement. E-VERIFY, RECORDS AND AUDITS. To the extent applicable under A.R.S. § 41-4401, the Contractor warrant their compliance and that of its subcontractor with all federal immigration laws and 9 10/12/16 a 20. 21. 22. 23. 24. regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contractor or subcontractor’s breach of this warranty shall be deemed a material breach of the Agreement and may result in the termination of the Agreement by the City under the terms of this Agreement. The City retains the legal right to randomly inspect the papers and records of the other party to ensure that the other party is complying with the above-mentioned warranty. The Contractor and subcontractor warrant to keep their respective papers and records open for random inspection during normal business hours by the other party. The parties shall cooperate with the City’s random inspections, including granting the inspecting party entry rights onto their respective properties to perform the random inspections and waiving their respective rights to keep such papers and records confidential. NO BOYCOT OF ISRAEL. To the extent A.R.S. §35-393 through §35-393.03 are applicable, the parties hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in, a boycott of goods and services from Israel, as that term is defined in A.R.S. §35-393. CONFLICTS. This Agreement is subject to cancellation for conflicts of interest under the provisions of A.R.S. § 38-511. GOVERNING LAW; CHOICE OF FORUM. This Agreement shall be deemed to be made under, shall be construed in accordance with, and shall be governed by the internal, substantive laws of the State of Arizona (without reference to conflict of law principles). Any action brought to interpret, enforce or construe any provision of this Agreement shall be commenced and maintained in the Superior Court of the State of Arizona in and for the County of Maricopa (or, as may be appropriate, in the Justice Courts of Maricopa County or in the United States District Court for the District of Arizona, if, but only if, the Superior Court lacks or declines jurisdiction over such action). The Parties irrevocably consent to jurisdiction and venue in such courts for such purposes and agree not to seek transfer or removal of any action commenced in accordance with the terms of this Section. If any litigation or arbitration between the City and the Licensee arises under this Agreement, the successful party is entitled to recover its reasonable attorney’s fees, expert witness fees and other costs incurred in connection with the litigation or arbitration. MISCELLANEOUS. 23.1. This Agreement, together with all exhibits hereto, constitutes the entire agreement between the patties, and supersedes all representations, statements or prior agreements and understandings both written and oral with respect to the matters contained in this Agreement and exhibits hereto. No person has been authorized to give any information or make any representation not contained in this Agreement. 23.2. The parties have participated jointly in the drafting of this Agreement, and agree that it shall be interpreted, applied, and enforced according to the fair meaning of its terms and not be construed strictly in favor or against either party, regardless of which party may have drafted any of its provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. 23.3. No provision of this Agreement may be waived or modified except by a written agreement signed by the party against whom such waiver or modification is sought to be enforced. The terms of this Agreement shall be binding upon and inure to the benefit of each party, and its successors and assigns. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile (or other commonly used electronic means (e.g., PDF) shall be effective as delivery of a manually executed counterpart of this Agreement. 10 10/12/16 - EXECUTED to be effective on the date the agreement is fully executed by all Parties. CITY OF GLENDALE, an Arizona municipal corporation James P. Burke, Director Date: ATTEST: Julie K. Bower, City Clerk (SEAL) APPROVED AS TO FORM: Michael D. Bailey, City Attorney \ GLENDALE ARIZONA HISTORICAL SOCIETY, a not-for-profit corporation SEDitS By: Ronald N. Short, Its: President Dae: Dereagidvez ZT, 203 | STATE OF Aveoyne ) ) ss. County of Pac: cops ) W The foregoing instrument was acknowledged before me this va day of Re finbew _, 2021, by seid She yt _in his/her capacity as authorized representative of lend \ Ca tS-+tor} Sot iedy. ZOD MED NotaryPéblic — My Commission Expires: €c we 41 sa taniae we EXHIBIT A LICENSE AREA Exhibit A — GAHS License Area Historic Sahuaro Ranch Park #1-Guest House #2-GuestHouse PorchLawn #3 — Historic Rose Garden Lawn wr