FULLYEXECUTEDLICENSE AGREEMENT P-50202.PDF

LICENSE AGREEMENT
FOR USE OF REAL PROPETY
at 370 S. Brooks, Mesa, Arizona

This License Agreement for Use of Real Property (“Agreement”), is made and entered into this 1°
day of January, 2013, (the “Effective Date”) by and between the City of Mesa, an Arizona
municipal corporation, (“City” or “Mesa”), and Maricopa County, a political subdivision of the
State of Arizona (“Licensee”). Mesa and Licensee may be referred to jointly as “Parties,” and each
separately may be referred to as a “Party.”

RECITALS

A. City owns certain real property located at 370 S. Brooks Road, Mesa, Arizona,
(“the Property”) as depicted on Exhibit A attached hereto.

B. Licensee desires to use a portion of the Property, approximately 30 feet x 40 feet,
to locate and install an air monitoring device and portable storage facility for the purpose of
measuring CO, Ozone, and particulates in the 10 micron and 2.5 micron range per EPA standards
(“Monitoring Site”), which is depicted on Exhibit A.

C. Licensee will fence the Monitoring Site as shown in the attached Exhibit B.

D. So long as Licensee complies with the terms of this Agreement, City is willing to
grant Licensee a license to use the Monitoring Site and to allow access over and through the
Property to access the Monitoring Site.

AGREEMENT

In consideration of the foregoing recitals, which are incorporated herein, and the terms and
conditions of this Agreement, the Parties agree as follows:

SECTION 1
MONITORING SITE

1.01 Monitoring Site. The City hereby grants Licensee a license, revocable pursuant to
Sections 3.02 & 3.03, to use the Monitoring Site for the purpose of monitoring and gathering data
related to air quality and for no other uses without the prior written approval of City, which may be
granted or denied in the City’s sole discretion.

1.02 Condition of Property and Monitoring Site. Licensee acknowledges, represents, and
agrees that the Property and Monitoring Site are being provided “AS IS,” and Licensee is not
relying on any statement or representation of Mesa about the nature, condition, or size of the
Monitoring Site. Licensee is solely relying upon its own inspection and investigation of the

Property.

SECTION 2
USE OF MONITORING SITE

2.01 Permitted Uses. Licensee agrees to use and operate the Monitoring Site for the
purpose of gathering data and maintaining related equipment. Licensee shall not use the
Monitoring Site for any other uses without prior written approval from the Mesa City Manager or
his designee.

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2.02 Conduct of Activities. Licensee shall use the Monitoring Site and conduct its
activities in a manner that will in no way interfere or detract from the value of the Monitoring Site
or the Property.

2.03 Nuisance Prohibited. Licensee shall not use the Monitoring Site in any way which
would create, or cause to be created, nuisances or hazards to the public health or safety and also not
to use or permit any use of the Monitoring Site for any illegal or immoral purposes. Licensee
agrees that the use of the Monitoring Site shall be conducted in such a manner that does not
interfere with the quiet enjoyment of the neighboring properties and City property.

2.04 Compliance with Laws. Licensee, Licensee’s employees, agents, and contractors
shall comply with all provisions of this Agreement, along with any and all codes, ordinances,
resolutions, standards, laws and policies that may affect the Monitoring Site or Property.

SECTION 3
TERM AND TERMINATION

3.01 Term. The term of this Agreement shall be for a period of Five Years (the
“Term”), commencing on the Effective Date and ending five year thereafter on the day before the
fifth anniversary of the Effective Date, unless otherwise canceled or terminated as provided herein.
Provided that Licensee is not then in default of this Agreement and subject to the written approval
of City (which it may grant or deny in its sole discretion), this Agreement may be renewed for up
to two (2) successive five (5) year terms, and such renewal shall become part of the “Term” of this
Agreement. Licensee may request such a renewal only in the final year of the then existing Term.
The License Fee may be subject to change with each renewal.

3.02 Termination for Convenience. Either Party may terminate this Agreement, for any
reason or for no reason whatsoever, upon not Jess than ninety (90) days prior written notice to the
other Party. After receiving (or sending) such notice, Licensee shall restore the Monitoring Site as
required by this Agreement and complete such restoration before the termination of this
Agreement.

3.03 Termination for Cause. If there is a breach of any term, condition, or requirement
of this Agreement by Licensee that it does not fully cured within fifteen (15) days of Mesa’s
written notice to Licensee of such breach, Mesa may terminate this Agreement effective
immediately upon notice of such termination. Upon such a termination, Licensee shall cease all
activities in, on, and at the Monitoring Site except such activities necessary to restore the
Monitoring Site as required by this Agreement.

3.04 Remedies. In the event of any breach of this Agreement by Mesa, Licensee’s sole
and exclusive remedies shall be to seek specific performance, injunction, special action, or
declaratory relief. Licensee expressly waives any and all right to seek damages of any kind or
nature as a remedy against Mesa. In the event of a breach of this Agreement by Licensee, Mesa
shall have and may seek all remedies, including in law and equity, available to Mesa.

3.06 Continuing Obligations. Expiration or termination of this Agreement does not
terminate Licensee’s obligations existing or arising prior to or simultaneous with, or attributable to,
the termination or events leading to or occurring before termination. By way of example, and
without limiting the foregoing, Licensee’s obligations to restore the Monitoring Site as provided in
this Agreement shall survive the expiration or any termination of this Agreement.

3.07 No Liability for Termination. The Parties shall incur no expense or liability to the
other for terminating the Agreement as permitted by the Agreement.

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SECTION 4
FEES, SECURITY DEPOSIT, AND TAXES

4.01 Annual License Fees. Licensee agrees to pay to Mesa on the Effective Date, and
each anniversary of the Effective Date thereafter, the base license fee of Six hundred dollars
($600.00) annually, plus all taxes levied upon Licensee’s occupancy of the Monitoring Site.

4.02 Taxes. In addition to the License Fees, Licensee shall pay all taxes and
assessments imposed by any governmental unit on or for the use of the Monitoring Site, or that
arises out of or is related to the Agreement. Licensee shall pay all taxes and assessments before
any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation
of law for the nonpayment thereof. Without limiting the foregoing, Licensee agrees to pay all
transaction privilege taxes, personal property taxes, taxes on rents, leases, license, or occupancy,
and Government Property Lease Excise Taxes (GPLET), and assessments, special assessments,
enhanced municipal services district assessments, excises, levies, licenses and permit fees, and
other governmental or quasi-governmental charges, general and special, ordinary and
extraordinary, foreseen and unforeseen, of any kind or nature whatsoever which, at any time during
the Term may be assessed, levied, confirmed, imposed upon, or arise or become due and payable.

4.03 No Mesa Expenses. Licensee agrees to pay all expenses and taxes related to this
Agreement or Licensee’s use of the Monitoring Site and indemnifies and holds Mesa harmless
from any expenses related to Licensee’s use of the Monitoring Site, including but not limited to any
expenses, taxes, and insurance.

SECTION 5
IMPROVEMENTS

5.01 Improvements by Licensee. Licensee shall not make any temporary or permanent
improvements to or on the Monitoring Site without the prior written consent of Mesa, which
consent may be given or withheld in Mesa’s reasonable discretion; provided, however, Licensee
shall make the fence and other improvements as required in the attached Exhibit “B” hereto.
Licensee shall submit to Mesa plans and specifications covering all such improvements, whether
such improvements are to be constructed or installed by Licensee or others. Such plans and
specifications shall be prepared in such detail as Mesa may require, and Licensee agrees not to
commence any such work upon any portion of the Monitoring Site until Mesa has approved such
plans and specifications.

5.02 Improvements, Construction and Maintenance. All Improvements shall be
constructed and/or maintained in a good and workmanlike manner in compliance with all laws,
code, rules, regulations, and orders of all governmental authorities having jurisdiction thereof.
Licensee shall, at Licensee’s own expense, promptly remove from the Monitoring Site all trash and
debris which may accumulate in connection with any work in or on the Monitoring Site. Licensee
shall, at all times during the full term of this Agreement and at Licensee’s sole cost and expense,
maintain the Monitoring Site and all Improvements thereon or appurtenances thereto, in good
order, condition and repair and in a safe, sanitary, and neat condition. Licensee shall indemnify
and hold harmless Mesa against liability for all claims arising from any failure to maintain, or
repair, the Monitoring Site and the improvements thereon, or from any construction, alteration or
repair of the Monitoring Site or from the non-observance of any law, ordinance, or regulation
applicable to such construction, alteration or repair.

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SECTION 6
MECHANICS LIENS

6.01 Mechanics Liens. Licensee agrees to keep the Monitoring Site free of any
mechanics’ or materialman’s liens or other liens of any kind or nature for work done, labor
performed, or material furnished thereon at the instance or occasion of Licensee, and Licensee
further agrees to indemnify and hold harmless Mesa from and against any and all claims, liens,
demands, costs and expenses of whatsoever nature for any such work done, labor performed, or
materials furnished by Licensee, its agents, employees or contractors.

6.02 No Agency. Licensee is not an agent of the Mesa, nor an employee of the Mesa,
nor is Licensee, its agents, employees or contractors authorized to act for or on behalf of Mesa as
its agent, employee, representative, or otherwise, for the purpose of constructing any improvements
at the Monitoring Site, or for any other purpose, and neither Mesa nor Mesa’s interest in the
Monitoring Site shall be subject to any obligations incurred by Licensee.

SECTION 7
UTILITIES

7.01 Utilities. Licensee shall be responsible for all electric, gas, water, sewer, and waste
disposal services and fees for Licensee use of the Monitoring Site as permitted under this
Agreement. Mesa shall not be liable for any damages or costs due to interruptions in the utility
services provided. Additionally, telephone installation (if applicable) and all associated fees,
monthly use, or other charges shall be the responsibility of Licensee.

SECTION 8
MAINTENANCE AND REPAIRS

8.01 Maintenance and Repairs. Licensee, at its sole cost and expense and at all
times, shall maintain the Monitoring Site in a clean, safe and orderly manner. This
includes, without limitation, the prevention of the accumulation of any refuse or waste materials.
Licensee shall be responsible for the removal and recycling, as appropriate, of all trash and solid
waste from the Monitoring Site.

SECTION 9
INSURANCE

9.01 Insurance. Licensee shall have the option to self-insure the minimum limits set
forth in this Section in lieu of providing for all or any specified insurance coverage by policy. As
of the Effective Date, Licensee shall procure and maintain in full force and effect during the Term
of this Agreement, a policy or policies of liability and property damage insurance from a company
or companies rated A- or better, authorized to do business in the State of Arizona with minimum
coverage of $3,000,000 for death, bodily injury, property damage or loss sustained in any one
occurrence.

A. For General Liability insurance, the City of Mesa, its agents, officials,
volunteers, officers, elected officials and employees shall be named as additional insureds.
The policy shall include coverage for bodily injury, property damage, personal injury,
products/completed operations, and blanket contractual covering, but not limited to, the
liability assumed under the indemnification provisions of this License. If environmental
pollution or environmental hazards are excluded from the General Liability policy, a

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separate Pollution Insurance Policy shall be required with minimum coverage of
$1,000,000.

B. Licensee shall maintain workers’ compensation insurance to cover
obligations imposed by federal and state statute.

Cc. Upon execution of this Agreement, Licensee shall provide Mesa with a
Certificate of Insurance (using the appropriate ACORD certificate) signed by the Issuer
with applicable endorsements. Mesa reserves the right to request additional copies of any
or all of the polices, endorsements, or notices relating to the polices.

D. Licensee’s insurance shall be primary of all other sources available. No
policy shall expire, be cancelled or materially changed to affect the coverage available
without written notice to Mesa.

E. All of Licensee’s insurance coverages shall include a waiver of
subrogation in favor of the City of Mesa, its agents, officials, volunteers, officers, elected
officials and employees.

F, All insurance certificates and applicable endorsements are subject to
review and approval by Mesa’s Risk Manager.

9.02 No Limits on Indemnification. The procuring of such policy of insurance shall not
be construed to be a limitation upon Licensee’s liability or as a full performance on its part of the
indemnification provisions of this Agreement. Mesa shall be named as additional insured on all
insurance policies (except workers’ compensation), issued pursuant to this clause during the entire
term of this Agreement and any extensions thereof.

9.03 Failure to Procure Insurance. If Licensee fails to procure insurance as required by
this Section, Mesa may procure such insurance at the sole expense of Licensee. Mesa shall itemize
such costs and shall invoice Licensee for same. Licensee agrees to pay any such invoice no later
than thirty (30) days after the date of the invoice.

9.04 Mesa Right to Adjust Insurance. Mesa may adjust the amount and type of
insurance Licensee is required to obtain and maintain under this Agreement as reasonably required
by Mesa’s Risk Manager.

SECTION 10
INDEMNIFICATION

10.01 Indemnification. To the fullest extent permitted by law, Licensee shall indemnify,
defend, and hold harmless the City of Mesa, its Mayor and City Council, appointed boards and
commissions, officials, officers, agents, representatives, and employees, individually and
collectively, from and against all fines, suits, claims, demands, actions and liability, loss, damage,
costs, taxes, or expenses (including reasonable attorneys’ fees and costs) arising in whole or in part
from: (i) Licensee’s, its employees, representatives, agents, or contractors’ negligent or otherwise
wrongful acts, errors or omissions that are done in, on, or around the Monitoring Site or in the
construction, maintenance, installation, of the improvements at the Monitoring Site; or (ii)
Licensee’s, its employees, representatives, agents, or contractors’ failure to comply with or fulfill
the terms and obligations of this Agreement. The indemnity, duty to defend, and hold harmless
requirements stated herein shall include, but is not limited to, any and all claims for injury to
persons, loss of life, or damage to property.

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SECTION 11
ENVIRONMENTAL INDEMNIFICATION

11.01 No Hazardous Materials and Indemnity. Licensee shall not bring onto the
Monitoring Site any chemical or other substance that is considered hazardous, or through its use
would create a hazardous waste, under the Arizona Hazardous Waste Management Act, A.R.S. §
49-901, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq., or the Toxic
Substances Control Act, 15 U.S.C. 2601, et seq., or any other federal, state, county, or local law
pertaining to hazardous waste or toxic substances (collectively “Hazardous Substances”). In
addition to and without limitation of any other indemnities or obligations in this Agreement,
Licensee shall pay, indemnify, defend and hold Mesa harmless against any loss or liability incurred
by reason of any Hazardous Substance on or affecting the Monitoring Site to the extent attributable
to or caused by Licensee, its employees, agents, contractors, or anyone acting on Licensee’s behalf.

A. Remediation and Restoration. In addition to the requirements and
indemnity in the above Section of this Agreement, if due to the actions or inactions of
Licensee, its agents, contractors, or anyone acting on Licensee’s behalf the presence of any
Hazardous Substance in or on the Monitoring Site results in any contamination of the
Monitoring Site or Property, groundwater, or any adjacent real property, Licensee shall: (i)
promptly, and with best efforts, take all actions at its sole cost and expense as are necessary
to mitigate any immediate threat to human health; and (ii) undertake any action necessary
to return the Monitoring Site or Property, groundwater, and other property, as applicable,
to the condition existing prior to the introduction of any Hazardous Substance to the
property. Additionally, Licensee shall first obtain the written approval of Mesa before
initiating the remediation or restoration actions.

B. If Licensee fails to remediate and restore the Monitoring Site or Property
as herein required, Licensee shall reimburse Mesa for all costs incurred by Mesa for the
remediation and restoration of the Monitoring Site or Property.

Cc. The above indemnity, duty to defend, and hold harmless requirements and
the remediation and restoration requirements shall survive the expiration or any
termination of this Agreement.

11.02 If any hazardous materials or contaminated substances are discovered on the site
and such materials are NOT attributable to or caused by Licensee, its employees, agents,
contractors, or anyone acting on Licensee’s behalf, Licensee has the right to terminate this
Agreement immediately with written notice to Mesa that identifies and locates such hazardous
materials.

SECTION 12
ENTRY BY MESA

12.01 Entry by Mesa. Mesa reserves the absolute right to enter upon or have its
employees, or agents enter the Monitoring Site at any time, for any reason, with 24 hour notice
(except in the event of an emergency, no notice is required), without interference from Licensee,
and without abatement of the License Fees due hereunder. Without limiting the foregoing, Mesa
may enter the Monitoring Site with 24-hour notice (no notice is required for emergencies) to
inspect the Monitoring Site, to perform repairs and maintenance, or for security reasons. If the
fence includes a locked gate (or if there are any other locks that prevent access to the Monitoring
Site), Licensee shall piggy back Mesa’s locks on those gates.

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12.02 Waiver of Claims. Licensee hereby waives any claim for damage, injury, or
inconvenience to or interference with Licensee’s operations, any loss of occupancy or quiet
enjoyment of the Monitoring Site, and any other loss occasioned by Mesa’s entry unless such claim
is a direct result from Mesa’s negligent or intentional misconduct. Mesa shall have the right to use
any and all means which Mesa deems necessary to gain access to the Monitoring Site.

SECTION 13
NON-DISCRIMINATION & DRUG FREE WORK PLACE

13.01 Non-Discrimination. Licensee, for itself, its personal representative, successors in
interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (a)
no person on the grounds of race, color, national origin, or disability, age, or familial status shall be
excluded from participation, denied the benefits of, or be otherwise subject to unlawful
discrimination in the use of the Monitoring Sites; (b) that in the construction of any improvements
on the Monitoring Site and the furnishing of services thereon, no person on the grounds of race,
color, national origin, or disability shall be excluded from participation in, denied the benefits of, or
otherwise be subject to unlawful discrimination.

13.02 Drug Free Work Place. Licensee shall require a drug free workplace for all
employees working at the Monitoring Site. Specifically, all Licensee employees who are working
at the Monitoring Site or under this Agreement shall be notified in writing by the Licensee that they
are prohibited from the manufacture, distribution, dispensation, possession or unlawful use of a
controlled substance in the workplace. Licensee agrees to prohibit the use of intoxicating
substances by all employees and shall ensure that employees do not use or possess illegal drugs
while in the course of performing their duties.

SECTION 14
NO ASSIGNMENT OR ENCUMBRANCES

14.01 No Assignment. Licensee may not assign this Agreement (in whole or part) and
may not sublet, transfer, assign, mortgage, pledge, hypothecate, or encumber the Monitoring Site or
any part thereof without Mesa’s prior written approval, which may be granted or denied in Mesa’s
sole discretion. Any such transfer or encumbrance without Mesa’s prior written approval shall be
void.

14.02 Assumption of Obligations. Any transfer or assignment of this Agreement that is
approved by the Mesa shall include the agreement to perform all of the obligations of Licensee
under this Agreement.

SECTION 15
ADDITIONAL REMEDIES

15.01 Remedies. In addition to any and all remedies available to Mesa as a matter of law
or equity, and those set forth in other provisions of this Agreement, Mesa shall have the immediate
right, upon Licensee’s default in any term or condition of this Agreement, to resort to any and all
legal remedies or combination of remedies which Mesa may desire to assert, including but not
limited to one or more of the following: (a) lock access to the Monitoring Site and exclude
Licensee therefrom, (b) retain or take possession of the Monitoring Site (c) enter the Monitoring
Site and remove all persons and property there from, (d) declare this Agreement at an end and
terminated, (e) sue for the license fees due and to become due under this Agreement, and for any
damages sustained by Mesa.

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15.02 Cumulative Remedies The various rights, elections, and remedies of Mesa
contained in this Agreement shall be cumulative, and no one of them shall be construed as
exclusive of any other or of any right, priority or remedy allowed or provided by law.

15.03 Election to Terminate No action of Mesa shall be construed as an election to
terminate this Agreement unless written notice of such intention is given to Licensee. Any amount
due from Licensee to Mesa under this Agreement which is not paid when due shall bear interest, at
the highest rate allowed by Arizona law on the date such amount is due, accruing from such date
until paid.

SECTION 16
SURRENDER AND RESTORATION OF THE MONITORING SITE

16.01 Surrender and Restoration of the Monitoring Site. Upon expiration or termination
of this Agreement, Licensee’s right to occupy the Monitoring Site and exercise the privileges and
rights granted under this Agreement shall cease and Licensee shall surrender the Monitoring Site.
Licensee shall surrender and deliver the Monitoring Site along with any permanent improvements
then located thereon into the possession and use of Mesa, without fraud or delay and in good order,
condition and repair, free and clear of all Licensee or other occupants, free and clear of all liens and
encumbrances. Upon Mesa’s written request to Licensee, Licensee shall remove all improvements
and return the Monitoring Site to a good or better condition that existed at the time Licensee took
possession; such request by Mesa is to be made within twenty (20) days of the expiration or
termination of this Agreement, and Licensee shall remove such improvements requested by Mesa
and restore the Monitoring Site within thirty (30) days of such request.

16.02 Trade Fixtures and Equipment. All trade fixtures, equipment, and other personal
property installed or placed by Licensee on the Monitoring Site which is not permanently affixed
thereto shall remain the property of Licensee, and Licensee shall have the right at any time during
the term of this Agreement to remove the same from the Monitoring Site, and that Licensee shall
repair, at its sole expense, any damage caused by such removal. Any property not removed by
Licensee before the termination or expiration of this Agreement shall, at Mesa’s election, either: (i)
become a part of the Proprty, and ownership thereof shall vest in the Mesa; or (ii) may be disposed
of by Mesa (if Licensee fails to dispose of such and restore the Monitoring Site) at Licensee’s sole
cost, and Licensee shall reimburse Mesa within thirty (30) days of invoice for such costs.

SECTION 17
SIGNAGE

17.01 Signage. All signage and all changes or modifications to the signage shall comply
with the Mesa City Zoning Code, the Mesa City Code; and, in addition to complying with the
Zoning Code and obtaining all approvals required by the Mesa City Code, Licensee shall obtain the
prior written approval from Mesa for all signage and all changes or modifications to signage on the
Monitoring Site.

SECTION 18
GENERAL PROVISIONS

18.01 E-Verify Compliance. As required by A.R.S. § 41-4401 and 23-214, Licensee
represents and warrants compliance with all federal immigration laws and regulations that relate to
their employees and their compliance with the E-verify requirements of A.R.S. 23-214(A). Breach
of the above-mentioned warranty shall be deemed a breach of the Agreement and may result in the
termination of the Agreement by Mesa. Mesa retains the legal right to randomly inspect the papers
and records of any employee who works under this Agreement to ensure compliance with the
above-mentioned laws

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18.02 Scrutinized Business Requirements. Licensee acknowledges and agrees that it is in
compliance with ARS 35-391 et. seq. and ARS 35-393 et. seq. as it applies to doing business with
or having a material interest in a company that does business with Sudan and Iran, respectively. If
Mesa determines that Licensee has submitted a false certification or representation, Mesa reserves
the right to impose any and all remedies provided by law, in its sole discretion, including
immediate termination of this Agreement.

18.03 Partial Invalidity. If any term, covenant, condition or provision of this Agreement
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of
the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby.

18.04 Hold Over. Should Licensee hold over after the expiration of the Term or earlier
termination of this Agreement, such hold over shall be at the sufferance of Mesa and not a renewal
of the Term; and such hold over shall be governed by the same conditions and covenants as
contained in this Agreement. Additionally, Licensee shall be liable for all of Mesa’s direct and
consequential damages, including costs, fees, expenses, damages and reasonable attorneys’ fees
incurred by Mesa as a result of Licensee holding over.

18.05 Notices. All notices given, or to be given, by either Party to the other, shall be
given in writing and shall be addressed to the Parties at the addresses hereinafter set forth or at such
other address as the parties may hereafter designate. Notices and payments to Mesa, and notices to
Licensee shall be deemed properly served when sent by certified or registered mail or hand
delivered to the addresses as follows:

To “Mesa”: City of Mesa
Real Estate Services
20 E. Main Street, Suite 500
P.O. Box 1466
Mesa, Az 85211-1466
480 /644-2577

To “Licensee”: Maricopa County Finance Department
Attention: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, Az 85003

18.06 Successors. The covenants herein contained shall, subject to the provisions
limiting assignments, apply to and bind the heirs, successors, executors, administrators and assigns
of all the parties hereto.

18.07 Time of the Essence. Time is of the essence with respect to the obligations to be
performed under this Agreement.

18.08 A.R.S. § 38-511 Notice. This Agreement may be subject to cancellation pursuant
to A.R.S. § 38-511.

18.09 No Agency. Each Party shall at all times be an independent operator and shall not
at any time purport to act as an agent of any other Party, or any of its officers or agents.

18.10 Modification. Any modification of this Agreement shall be in writing and
approved by the Parties.

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18.11 Authority. The person executing this Agreement on behalf of, or as a
representative for Licensee warrants that he is duly authorized to execute and deliver this
Agreement on behalf of Licensee and that this Agreement is binding upon Licensee in accordance
with the terms and conditions herein.

18.12 Governing Law, Venue, and Jurisdiction. This Agreement shall be governed by
the laws of Arizona. A Party shall only bring an action related to a dispute arising out of this
Agreement in a court of appropriate venue and jurisdiction in Maricopa County, State of Arizona.

18.13 No Third Party Beneficiaries. This Agreement is intended solely for the benefit of
the Parties. Nothing set forth in this Agreement, or in any presentation, report, or other document
is intended to create, or shall create, any rights in any third parties. There shall be no third party
beneficiaries to this Agreement.

18.14 Construction. The terms and provisions of this Agreement shall be interpreted and
construed in accordance with their usual and customary meanings. The Parties each hereby waive
the application of any rule of law which would otherwise be applicable in connection with the
interpretation and construction of this Agreement that ambiguous or conflicting terms or provisions
contained in this Agreement shall be interpreted or construed against the Party who prepared or
whose attorney prepared the executed Agreement or any earlier draft of the same.

18.16 Surviving Provisions. All warranties, representations, and duties to indemnify,
defend, and hold harmless shall survive the termination, cancellation, or expiration of this
Agreement. Additionally, all obligations to restore the Monitoring Site shall survive the
termination or expiration of this License as well as any other section which reasonably should
survive shall survive.

18.17 Quiet Enjoyment. During the Term of this Agreement, City agrees so long as
Licensee shall timely pay the License Fees and other charges required to be paid hereunder, and
perform all of its other obligations under this Agreement, Licensee shall peaceably have and enjoy
the use of the Monitoring Site without hindrance from City or anyone claiming by or through them.

[SIGNATURES ON THE FOLLOWING PAGE]

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CH Bo 717 StS VY
P- Sotor

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first
written above.

CITY OF MESA, an MARICOPA COUNTY, a political
Arizona municipal corporation subdivision of the State of Arizona

Lp af IAN 0 2 2014

ager “Chairman of the Board Date

or Designte

STATE OF ARIZONA ) _
) ss. Attomey for Maricopa County
County of Maricopa )
The foregoing instrument was acknowledged before me this a” day of :
2012, by Ldlted race fe. the Dhesprnae.. f6Maricopa@ounty, a
political subdivision of the State of Arizona. ;
J
(Seal and Expiration Date) 4) /

Notary Public

STATE OF ARIZONA )
) ss.
County of Maricopa )

“ay ot LLL
bre ne tastpument was, acknowledged before me this4S___ day of : i
uw 5 by Efez chop $Y ae 1G@_the C hy engine e for the City of Mesa, an
Arizona municipal corporation. # a

(Seal and Expiration Date
Saneess

SESESSSESSES

JILL :
Notary Publ; Azone \ AS > te
Meee Shly 7, 2034 NotaryPublic

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Exhibit “A”
(Depiction of the Property)

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NOLLWD07
ALIS

Exhibit “B”
Improvements to the Monitoring Site

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