Agreement

This License and Use Agreement ("License") is executed to be effective this day of

LICENSE AND USE AGREEMENT

2024 (“Effective Date”) by and between the City of Glendale, an Arizona municipal corporation
("City"), and Heart for the City LLC , an Arizona limited liability company, (“Heart for the City" or
"Licensee") for the use of City-owned property for a community garden, as provided herein. The
City and Heart for the City are sometimes collectively referred to in this License as the "Parties,"
either of which is sometimes individually referred to as "Party."

RECITALS

The City owns approximately one-half acre of vacant land located adjacent to Fire Station
No. 152 at 6850 West Bethany Home Road, Glendale, Arizona consisting of approximately
24,295 square feet (0.5577 acres) of vacant land as legally described in Exhibit A, attached
hereto and incorporated herein by this reference (the "Property").

As owner of the Property, the City is responsible for its maintenance, including weed and
dust control. Licensee agrees to assume any and all maintenance obligations for the Property
under the License.

Heart for the City is a not-for-profit corporation that, among other things, strives to improve
the physical and emotional well-being of children and poor families of inner-city
communities.

A garden tended by a community's residents becomes a source of physical activity, civic pride
for participants, and can foster relationships to create a stronger neighborhood.

The City and Heart for the City agree that Heart for the City will use the Property as a
community garden to grow vegetable, fruit and other plants and crops, and as an educational
resource to teach food production, gardening, and nutrition.

Heart for the City will improve the Property by establishing water service and constructing
other improvements, such as installing fencing and a shaded structure. These improvements
will remain on the Property if and when Heart of the City’s use ceases.

The City finds that because leasing this Property to Heart of the City for use as a community
garden is a public purpose, City expenditures authorized by this Agreement are not grossly
disproportionate to the benefit to the public.

AGREEMENT

NOW THEREFORE, based on the foregoing recitals, which are incorporated here as the intent of
the Parties in entering into this License, and in consideration of the terms of this License, the Parties
hereby agree as follows:

1.

Location and Use Fee. The City hereby agrees to provide Heart of the City a license to
use the Property, upon the terms and conditions contained herein, in exchange for payment
of a Use Fee equal to Ten and No/100 Dollars ($10.00) per year payable each year this
License remains in effect. Payment shall be made within 30 days of the Effective Date and

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annually thereafter at least 30 days prior to the anniversary of the Effective Date.

Effective Date & Duration. The License commences upon the Effective Date and
continues for an initial three-year period ("Term" or "License Term"). The City may, at its
option and with the consent of Licensee, elect to extend the term of this License for two
additional one-year terms, renewable on an annual basis. Licensee will be noufied in writing
by the City of its intent to extend the License period at least 30 calendar days prior to the
expiration of the original or any renewal License period. There are no automatic extensions
of this License.

No Warranties by City. City licenses, and the Licensee agrees to take, the Property in its
current condition, "as is,” with no representation or warranty by the City as to the quality,
condition or suitability of use for Licensee’s intended purpose, and without any liability or
obligation on the part of the City to make any alterations, improvements, or repairs of any
kind on or about the Property.

Use Restrictions. Licensce shall, in consultation and coordination with the City, use the

Property as follows:

4.1. Licensee is granted the right during any Term to occupy and use the Property for a
community garden to be operated and maintained in accordance with the terms of
this License and the Community Garden Standards, as stated in Section 4.5 herein
and for no other purposes;

4.2. Licensee shall, at its sole cost and expense, procure any and all necessary permits,
certificates, licenses, and other authorizations required for said purposes;
4.3. Licensee hereby covenants and agrees that it shall not use or occupy the Property

or permit the Property to be used contrary to any federal, state, county, or local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by the City; nor permit, create, or tolerate any
public or private nuisance upon said Property, including, but not limited to, the
City's Zoning Ordinance and Building Codes (2018 International Building Code,
2018 International Plumbing Code, 2017 National Electrical Code, 2018
International Fire Code, 2010 Americans with Disabilities Act Standards for
Accessible Design and City of Glendale Amendments)..

4.4. Licensee shall not use or permit others to use the Property for any purposes other
than as expressly stated herein.

4.5. Licensee shall not, nor cause to be, nor allow any other person to deposit, store,
dispose of, place or otherwise locate or allow to be located on, under, or within the
Property, any hazardous substances, pollutants or contaminants, including Lead,
Cadmium, Arsenic and Poly Aromatic Hydrocarbons above any observed
background levels, and shall not create or exacerbate any release or threat or release
of hazardous substances, or violate any federal, state or local environmental law,
rule, regulation or order.

4.6. In the event any hazardous substances, pollutants or contaminants are found on,
under or within or being stored, released, or emitted the Property, the Licensee will
be solely responsible for any and all liabilities from such substances, including the
removal and/or remediation of such substances. Licensee hereby agrees to fully
indemnify City for any and all liability accrued under this provision to the full extent
of the law.

4.7.

Licensee shall comply with the following Community Garden Standards in the use
of the Property:

a.

Licensee may only place improvements and fixtures, including fencing,
signage, gazebo, water meter(s), lighting, benches, accessory buildings, and the
like, on the Property upon making the proper application and obtaining City
approval. In the event that any improvements are constructed, Licensee shall
be solely responsible for providing the insurance on the improvements.

Licensee shal] provide and be solely responsible for the installation, use,
maintenance and cost of all utilities required for the operation and
maintenance of the community garden on the Property, including all water,
sewer, sanitation (trash collection) and electricity.

Licensee agrees to pay City, within thirty (30) days of being billed, any utility
expenses incurred by City during the Term of the License (and any renewal
period), for utility costs directly related to Licensee's use, including but not
limited to water and sewage expenses, and solid waste disposal.

Licensee shall not permit gardeners or invitees to enter the Property before
6:00 a.m. or be on the Property after 8:00 p.m.

Licensee shall also require gardeners to conduct their activities on the Property
in a manner that does not disturb the peaceful and quiet enjoyment of the
residents who live in the neighborhood or create nuisances as prohibited by
the Glendale City Code.

Licensee must obtain approval for lighting through the City's normal approval
process but in no event shall a light pole exceed 15 feet in height.

Licensee shall not use or store petroleum-based products, fertilizers,
pesticides, propane or other chemicals on the Property, unless expressly
permitted, in writing, by the City. Use of raw animal waste (manure), unless
expressly permitted, in writing, by the City and/or human sewage is expressly
prohibited.

Sales of produce from the garden are permitted in compliance with local,
county and state laws. Sales of any merchandise other than produce shall be
undertaken only upon prior express permission by City, in compliance with
Glendale City Code and applicable state laws. Licensee shall be solely
responsible for payment of any and all associated taxes, License fees and
permitting fees.

Licensee agrees to maintain its non-profit status during the Term of this
License (and any renewal period). Should Licensee fail to qualify as a tax-
exempt charitable organization or otherwise cease to operate as a charitable
organization under I.R.C. 501(c)(3), the City may immediately terminate this
License and exercise any and all other rights and remedies available by law or

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in equity, for breach of this License.

j. The Licensee, at its sole expense, shall construct all improvements in
compliance with the Americans with Disabilities Act (ADA), as amended
from time to time, including City amendments. Licensee shall submit all plans
pertaining to ADA compliance to the City for approval prior to any
construction of improvements.

Maintenance and Repair. During the Term, Licensee at its sole cost and expense shall do
and perform the following:

5.1.

5.3.
5.4.

5.5.

5.5,

5.6,

5.7.

Operate and maintain the Property in a neat and orderly manner and in accordance
with all applicable City and County requirements, including erosion control, weed
control, trash pick-up, and dust control. All dirt areas used for vehicle parking shall
be treated with asphalt millings or other approved dust control measures. Parking
on native soil is not allowed.

Keep the Property in a neat, clean, pest-free and debris-free condition, including
but not limited to keeping the Property free of weeds, pests, dead vegetative
materials, garbage, compost, offensive odors, and tools and equipment.

Keep the Property clear of all obstructions or refuse of any kind.

Keep and maintain the Property in good and substantial repair so that the Property
fully complies with all applicable laws, statutes, ordinances and regulations.

Keep and maintain any abutting sidewalk around the Property in a neat, clean and
dust-free condition, free and clear of all obstructions or refuse of any kind.

In the event the City determines, in its sole unreviewable discretion, that the
Property has not been properly maintained, is in a state of disrepair or needs
corrective action, City may terminate this License and prohibit Licensee from
continuing to occupy and use the Property as permitted hereunder. In the event
City makes such a determination, it is under no obhigation to give the Licensee an
opportunity to cure such condition prior to terminating this License, and the City
shall have no obligation to make, or liability for not undertaking to make, any
alterations, improvements or repairs of any kind to the Property necessary to
continue Licensee's use and occupancy of the Property during the Term. City may,
but is not required to, provide Licensee an opportunity to make any alterations,
improvements or repairs necessary to continue the License, all at Licensee's sole
cost and expense, in a period of time determined by the City. The City shall not
unreasonably withhold its approval to continue the occupancy once the remedial
action required under this provision has been completed by Licensee.

Erect and maintain a fence in accordance with City requirements enclosing the
community garden Property. Licensee shall submit a site plan which depicts the
location and design of the fence.

Property shall at all umes be under the control of Licensee. As a result, Licensee is
solely responsible for all security to protect the community garden on the Property.
However, the City reserves the right to have designated employees or agents enter
the Property at any and all reasonable times. The designation of authorized
individuals authorized to enter the Property shall be determined solely by the City
or its designee, such interruption is necessary in the interest of public health or
safety.

10.

11.

Alterations and Modifications. Licensee shall not make, or cause to be made, any
alterations or modifications to the Property without the prior written consent of the City.
All City-approved alterations and modifications shall be: (i) performed and completed in a
good, workmanlike manner at the sole cost and expense of Licensee; (ii) completed in
compliance with all applicable laws, ordinances, codes, rules, regulations, and/or orders;
and (iii) shall become a part of the Property, and any title shall vest in and be retained by
City. In any operation where more than one-tenth (1/10) of an acre of surface area 1s
distributed and/or when unpaved onsite haul roads are used, Licensee will obtain a dust
control permit from the Maricopa County Air Quality Department.

Improvements and Liens.

7.1. Licensee covenants and agrees that any and all improvements made by Licensee to
the Property during the Term shall be made only with the written consent of City,
and shall, at the termination of this License, without any cost to the City, right of
recoupment or right of set-off against any unpaid amounts, become the sole
property of City.

7.2. Licensee shall not permit the Property to become subject to any lien, including for
liens imposed as a result of activities of Licensee, and if any lien attaches to the
Property or any portion thereof, it shall constitute a material breach of the License.
City retains the right in its discretion to pay and discharge any such liens, and the
amount of the liens, together with costs and reasonable attorneys’ fees, shall become
additional amounts due immediately hereunder from Licensee.

Assigning and Subletting. This Agreement is not assignable by Licensee. Any assignment
will be void and vest no rights in the purported assignee. Notwithstanding this provision,
the City hereby consents to Licensee permitting community gardeners access to and use of
the Property in accordance with the terms of this License.

Right of Inspection. City or City's agents, contractors, or employees may enter the
Property at all umes, including any ume necessary to make an emergency maintenance or
repair, or for normal maintenance or repair work. Licensee hereby waives any and all claims
and demands for loss or damage on account thereof. City shall conduct its right of entry in
a manner so as to reasonably minimize the disruption of Licensee's operations.

Use of City's Name/Logo. In its activites pursuant to this License, the Licensee shall not
display the name "City of Glendale" or the City’s logo or seal on its written materials without
the prior written approval of the City Manager or designee.

Indemnification. Licensee agrees to pay and to protect, defend, indemnify and save
harmless City from and against, any and all liabiliues, damages, costs, expenses (including
any and all attorney's’ fees and expenses of Licensee and any and all reasonable attorneys’
fees and expenses of City), causes of action, suits, claims, demands, or judgments of any
nature whatsoever arising from any acts or omissions as a result of Licensee's or any of its
agents, servants, employees, contractors, licensees, sub-licensees or invitees use and
occupancy of the Property including, but not limited to the following:

11.1. Any work or thing done in, on, or about the Property or any part thereof except for

any work or things done by City.

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11.

i)

Injury to, or the death of persons or damage to property on the Property or upon

adjoining sidewalks, including such injuries, death or damages which may occur on

adjoining streets, alleys and curbs in any manner growing out of or connected with
the use, nonuse, condition, possession, operation, maintenance, management, or
occupation of the Property.

11.3. Any negligence or intentional wrongful acts on the part of the Licensee or any of its
agents, contractors, servants, members, officers, directors, volunteers, employees,
licensees. sub-licensees and/or invitees.

11.4. Violation of any agreement or condition of this License and of conditions, permits,
agreements, restrictions, statutes, charters, laws, rules, ordinances, or regulations
affecting the Property or the ownership, occupancy, or use thereof.

11.5. | Nothing herein shall be construed to obligate Licensee to protect, indemnify, and

save City and its officers and employees harmless from and against liabilities, losses,

damages, costs, expenses (including attorneys’ fees), causes of action, suits, claims,
demands, and judgments arising from or by reason of the grossly negligent or
intentional wrongful acts of City or any of its agents, employees, or officers.

Insurance. Licensee shall procure and maintain for the duration of the License, insurance
against claims for injuries to persons or damages to property which may arise from or in
connection with the License and use of the Property hereunder and the results of that
License and use by the Licensee, his agents, representatives, employees or subcontractors
as detailed in Exhibit B, attached and incorporated herein by this reference.

Taxes. Licensee shall be responsible for the payment of any property or other applicable
taxes (personal or real estate) or ad valorem taxes and assessments which may be assessed,
levied or imposed upon the Licensee or the Property during the Term including any
resulting from Licensee's occupancy and/or use of the Property. Licensee shall have the
right to lawfully contest the amount of any such taxes or assessments.

Termination of License.

14.1. Ac any time during the Term (or any extension period), either the City or the
Licensee may terminate this License without cause by giving the other party ninety
(90) days prior written notice of License termination.

14.2, The City may terminate the License and re-take possession of the Property for any
breach by Licensee, by giving Licensee fifteen (15) days prior written notice for a
non-emergency cause. No notice is required if the breach giving rise to the License
termination poses an emergency, including a risk to the health or safety of the public.

14.3. This License is subject to immediate cancellation pursuant to A.R.S. § 38-511.

14.4. Upon the expiration of the Term, or at any earlier termination date determined by
City in accordance with this section, Licensee will quit and deliver the Property to
City peaceably and quietly in a good order and condition, and restored close to its
original state, reasonable use excepted. Personal property may, but Improvements
or alterations shall not be, removed upon terminauon. Any trade fixtures,
equipment or personal property used in connection with the use and operation of
the Property which are not removed at the termination of this License shall be
deemed abandoned and become the sole property of City without any payment or
offset therefore.

15.

16.

17.

18,

19.

20.

21,

22.

23.

No Relocation Benefits. Upon termination of the License, Licensee acknowledges and
agrees that itis not entitled to receive any relocation benefits or assistance under federal and
state relocation laws and regulations and shall make no claim for such relocation benefits.

ADA and Legal Compliance. Licensee in the construction, repair and/or maintenance of
any improvements on the Property shall fully comply with state law concerning the Legal
Arizona Workers’ Act and the requirements of the Americans with Disabilities Act (ADA),
as amended from time to time. Licensee is solely responsible to select and retain contractors
for the construction, installation, repair or maintenance of all permitted improvements, so
long as all selection, retention and payment is in compliance with applicable law. City shall
not in any way, be held liable or responsible for the debts of Licensee, including the
obligations concerning construction installation, repair or maintenance of the Property.

Entire Agreement. This License contains the entire agreement of the parties hereto on the
matters covered herein. No other agreement, statement, amendment, modification or
promise made by any party or by any employee, officer, or agent of any party shall be
binding, unless it is in writing and signed by all the parties to this License.

Governing Law. This License is to be construed and enforced according to and governed
by the laws of the State of Arizona, County of Maricopa.

Time. Time is of the essence in the performance of this License.

Severability. Should any term or provision of this License be held to be invalid or
unenforceable then the remainder of this License shall not be affected thereby, and each
term and provision shall be valid and enforceable to the fullest extent permitted by Jaw.

Successors. All of the provisions contained in this License shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.

Captions. The captions of this License are for convenience only and are not a part of this
License and do not in any way limit or amplify the terms and provisions hereof.

Notices. Any notice, consent or waiver required or permitted to be given or served by
either party to this License shall be in writing and either delivered personally to the other
party or mailed by certified or registered mail, return receipt requested, addressed as follows:

CITY: City of Glendale
Attention: Michelle Woytenko
6210 West Myrtle Avenue Suite 111
Glendale, Arizona 85301

COPIES TO: City Manager
City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301

City Attorney City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301

LICENSEE: Name
Heart for the City LLC
P.O. Box 2
GLendale, AZ 85311

Either party may change its address by serving written notice on the other party.

24. Binding. The parties agree that all the covenants, terms, obligations and conditions of this
License shall extend, apply to, and firmly bind the heirs, executors, administrators,
successors. and assigns of the respective parties hereto as fully as the respective parties are
themselves bound, but this provision shall not authorize the assignment or underletung of
this License contrary to the provisions herein contained.

The parties have signed and executed this day of » 2024.

CITY OF GLENDALE, an Anzona

municipal corporation

Kevin R. Phelps, City Manager

ATTEST:

Julie K. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

Heart of the City LLC
an Arizona limited liability coynpany

Wa CEO/Présyfént

EXHIBIT A

Legal Description and Depiction

All certain parcel or parcels of land, consisting of approximately 24,295 square feet (0.5577 acres) of
land located adjacent to City of Glendale Fire Stauton 152 at 6850 West Bethany Home Road, City
of Glendale, County of Maricopa, State of Arizona, more particularly described as follows:

North 146 feet of the South half of the West half of the West half of the West half of the Southeast

quarter of the Southeast quarter, Section 12, Township 2 North, Range 1 East of the Gila and Salt
River Base and Mendian, records of Maricopa County, Anzona..

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EXHIBIT B

Insurance Requirements

Licensee shall procure and maintain for the duration of the License insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the License
and use of the Property hereunder and the results of that License and use of the Property by the
Licensee, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

ie Commercial General Liability (CGL): Insurance covering CGL on an "occurrence’, basis,
including products-completed operations, personal & advertising injury, with limits no less than
$1,000,000 per occurrence, $2,000,000 aggregate. If a general aggregate limit applies, either the
general aggregate limit shall apply separately to this project/location or the general aggregate limit
shall be twice the required occurrence limit.

2. Contractors’ Pollution Legal Liability with limits no less than $1,000,000 per occurrence or
claim and $2,000 policy aggregate. If coverage is provided on a claims- made coverage basis, the
retroactive date must be shown, and this date must be before the execution date of the License or
the beginning of work. Insurance must be maintained, and evidence of insurance must be provided
for at least two (2) years after termination of the License.

3. Workers' Compensation: as required by the State of Arizona, with Statutory Limits, and
Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury
or disease. If the Licensee maintains higher limits than the minimums shown above, the City
requires and shall be entitled to coverage for the higher limits maintained by the Licensee.

4. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status

The City, its officers, officials, employees, and volunteers are to be covered as additional insureds
on the CGL policy with respect to liability arising out of work or operations performed by or on
behalf of the Licensee including materials, parts, or equipment furnished in connection with such
work or operations.

Primary Coverage

For any claims related to this License, the Licensee's insurance coverage shall be primary insurance
as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, employees, or volunteers shall be excess of the
Licensee's insurance and shall not contribute with it.

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Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with
notice to the City.

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 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.

acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII,
unless otherwise acceptable to the City.

Verification of Coverage

Licensee shall furnish the City with original certificates and amendatory endorsements or copies of
the applicable policy language effecting coverage required by this clause. All certificates and
endorsements are to be received and approved 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.

Special Risks or Circumstances

City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances..

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