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SALT RIVER PROJECT
LICENSE
Salt River Project License No.:
93278
Salt River Project File No.: 569.53515
Effective Date: August 1, 2023
Agent:
HDL
1.
License Granted
The SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER
DISTRICT, an agricultural improvement district organized and existing under the laws of the State of
Arizona (“District”), and the Salt River Valley Water User’s Association (“Association”), Licensor, grants
the FLOOD CONTROL DISTRICT OF MARICOPA COUNTY, a political subdivision of the State
of Arizona (Licensee), a revocable License conveying the nonexclusive right and privilege to enter upon
and use certain real property (“Licensed Property”), under the following terms and conditions.
2.
Purpose
Licensee shall use the Licensed Property only for installation, operation, and maintenance of a
rain gauge/ALERT station that shall not exceed twelve (12) feet in height. Licensee shall not use the
Licensed Property for any other purpose without the prior written approval of Licensor. Licensee
acknowledges that, but for this License, it has no rights to use or occupy the Licensed Property, and
represents that it makes no claim to such rights.
3.
Licensed Property
The Licensed Property shall be described as an area that is 10 feet by 10 feet located in the East 290 feet
of the South 290 feet of the NW Quarter of Section 19, Township 01 S, Range 04 E of the Gila and Salt
River Meridian, Maricopa County, Arizona, except the East 40 feet and the South 40 feet thereof. The
Licensed Property is more particularly described on Exhibit A attached hereto and part of hereof.
4.
Compensation
4.1 As consideration for granting this License, Licensee shall pay Licensor a one-time License Fee
(herein so called) in the sum of FIVE HUNDRED Dollars ($500.00) per License Term (as defined below).
4.2 Licensee shall reimburse Licensor, for all federal, state and local excise, sales, privilege, gross
receipts and other similar taxes lawfully imposed on and paid by Licensor as a result of the consideration
received by Licensor under this License; provided, however, that this Section shall not apply to
income taxes. Licensee shall pay all property taxes, if any, levied on the Licensed Property.
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4.3 All amounts paid by Licensee to Licensor as a result of damages, costs, expenses and sums incurred
by Licensor hereunder as a result of Licensee's default shall be deemed to be additional License Fees.
4.4 Any payment due unpaid under this License shall bear interest from the date payment is due at the
rate of eighteen percent (18%) per annum. Licensor shall have all the rights and remedies provided herein
and by law for Licensee's failure to pay any of the compensation specified in this Section 4.
4.5 Within 30 days of Licensor’s delivery of an invoice therefore, Licensee shall pay any
incremental increase in Licensor's operation and maintenance costs on the Licensed Property resulting
from Licensee's exercise of its rights hereunder, Licensor shall incur no liability for any costs of
repairing or replacing Licensee's improvements within the Licensed Property, damaged as a result of
Licensor's operation and maintenance of its facilities, unless due to negligent or willful acts or omissions
of Licensor or its agents or employees.
5.
Term
The term of this license shall be from August 1, 2023 (the "Effective Date") through July 31, 2033, or until
terminated subject to Section 7 hereof.
6.
Assignment and Sub-Licensing
Licensee shall neither assign this License nor sub-license all or any portion of the Licensed Property and
any such assignment or sub-license shall be void.
7.
Termination of the License
7.1 If a party (the "Defaulting Party") fails (i) to make payment required herein by its due date or
(ii) perform an obligation under this License within 30 days after written notice is given to the Defaulting
Party of its failure to perform such obligation on the date when such performance was due (or, if such default
cannot reasonably be cured within 30 days, then within such longer period as is determined by the non-
defaulting party to be necessary to cure such default, provided the Defaulting Party commences to cure such
default within the 30 day period), then, upon the expiration of the applicable cure period, the nondefaulting
party may terminate this License upon not less than 30 days prior written notice to the Defaulting Party
(such notice of termination must be in addition to the notice of default).
7.2
Either party may terminate this License without cause upon not less than thirty (30) days
written notice.
7.3
In the event either party terminates this License, or upon expiration of the License
term, Licensee’s rights to use and occupy the Licensed Property hereunder shall cease at the date of
termination; provided however, Licensee may enter upon the Licensed Property for a period of sixty (60)
days thereafter, for the sole purpose of removing Licensee’s improvements and restoring the Licensed
Property to the condition that existed prior to its improvements thereon. If Licensee has failed to
remove any of its improvements or restore the Licensed Property within such sixty (60) day period,
Licensee shall reimburse Licensor for the reasonable costs incurred by Licensor for the removal
or storage of Licensee's
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improvements and restoration of the Licensed Property. Licensee shall release and indemnify against all
claims, Licensor, Association, and U.S.A. from all damages resulting to Licensee as a result of such
removal, storage, or restoration. The provisions of this Section 7.3 shall survive termination of this License.
8.
Maintenance of Licensed Property & Interface with Licensor's Use of Licensed Property
8.1
Subject to the conditions set forth herein, Licensor reserves to itself, and the Association, a
right of access to the Licensed Property for the construction, use, operation, maintenance, relocation and
removal of any existing and future electric or water distribution or transmission facilities. Any such
construction, use, operation, maintenance, relocation or removal shall be performed in a manner designed
to avoid, to the extent feasible, disturbance to the improvements and Licensee's use and enjoyment of the
Licensed Property. Licensor shall give Licensee at least ninety (90) days prior written notice of any such
construction, use, operation, maintenance, relocation or removal that would materially disrupt the
improvements or Licensee's use and enjoyment of the Licensed Property or the improvements; provided,
however, that such notice may be given in such shorter period as Licensor determines to be reasonable
under prevailing circumstances, or with no notice in the event of an emergency where no notice is feasible.
Nothing in this License shall be construed to deny or lessen the powers and privileges granted Licensor by
the laws of the State of Arizona and the U.S.A. Licensor shall not be liable to Licensee for any damage to
public or private property or to installations located upon the Licensed Property, unless due to negligent or
willful acts or omissions of Licensor or its agents or employees.
8.2 Licensee, at its own expense, shall maintain all of the Licensed Property in reasonably good, sanitary
and safe condition. If Licensee defaults in the performance of the obligations set forth herein, and Licensor
gives notice of the default, Licensee shall correct such default to the reasonable satisfaction of Licensor
within the required period of time set forth in the notice of default (the "Correction Period"), which period
of time shall be reasonable under the circumstances. If Licensee fails to correct the default within the
Correction Period, Licensor may take any action reasonably determined by Licensor to be necessary to
correct such default, including without limitation making any repair or modification to or removing any of
the improvements. Licensee shall reimburse Licensor for the reasonable costs of correcting such default
incurred and paid by Licensor within thirty (30) calendar days after Licensor presents Licensee with a
statement of such costs. Licensee shall release Licensor, Association and U.S.A. from all damages resulting
to Licensee from the correction of such default, including, without limitation, those damages arising from
all repairs or modifications to or removal of any of the improvements.
9.
Nonexclusive Rights
This License is nonexclusive and nothing herein shall be construed to prevent or restrict Licensor from
granting other privileges to use the Licensed Property in a manner not inconsistent with Licensee's use of
the Licensed Property in accordance with this License.
10.
Existing Easements and Licenses
This License is subject to all existing encumbrances of record, including easements and licenses. It shall
be Licensee's obligation and responsibility to ascertain the rights of all third parties in the Licensed Property.
Licensor consents only to the use of the Licensed Property for the purposes described herein. Nothing in
this License shall be construed as Licensor's representation, warranty, approval or consent regarding rights
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in the Licensed Property held by other parties. Licensee shall indemnify and hold Licensor harmless from
any liability arising out of any dispute or claim regarding actual or alleged interests in the Licensed Property,
affecting Licensee's interests created herein.
11.
Indemnification
To the extent not prohibited by law, Licensee, its successors and assigns (“Indemnitors”), shall
indemnify, release, and hold harmless Licensor (“Indemnitees”), and the directors, officers, employees, agents,
successors and assigns thereof, for, from and against any damage, loss or liability caused in whole or in part by
Licensee and suffered by Indemnitees as a result of any claim, demand, lawsuit or action of any kind, whether
such damage or loss is to person or property, arising out of, resulting from or caused by: (a) the acts or omissions
of Licensee, its agents, contractors, officers, directors, or employees; (b) Licensee’s use or occupancy of the
Licensed Property for the purposes contemplated by this License, including but not limited to claims by third
parties who are invited or permitted onto the Licensed Property, either expressly or impliedly, by Licensee or
by the nature of Licensee’s improvement or other use of the Licensed Property pursuant to this License; and/or
(c) Licensee’s failure to comply with or fulfill its obligations established by this License or by law. Such
obligation to indemnify shall extend to and encompass all costs incurred by Licensor in defending against such
claims, demands, lawsuits or actions, including but not limited to attorney, witness and expert witness fees, and
any other litigation related expenses. Indemnitors’ obligation pursuant to this Section shall not extend to any
damage, loss or liability as a result of any claim, demand, lawsuit or action of any kind, whether such damage,
loss or liability is to person or property arising out of, resulting from or caused by the sole, exclusive acts or
omissions of Indemnitees, their contractors, directors, officers, employees, agents, successors or assigns for
which Licensor shall indemnify, release and hold harmless Indemnitors. Licensor’s obligation to indemnify
Indemnitors shall extend to and encompass all costs incurred by Indemnitors in defending against such claims,
demands, lawsuits or actions, including but not limited to attorney, witness and expert witness fees, and any
other litigation related expenses. The provisions of this Section shall survive termination of this License.
12.
Insurance
Unless self-insured, without limiting any liabilities or any other obligations of Licensee, Licensee
shall provide and maintain, with forms and insurers acceptable to Licensor, and until all obligations under
the License are satisfied, the minimum insurance coverages, as follows:
12.1 Worker's compensation insurance to cover obligations imposed by applicable federal and state statutes
and employer's liability insurance with a minimum limit of One Million and No/100 Dollars
($1,000,000.00).
12.2 Commercial general liability insurance with a minimum combined single limit of Two Million and
No/100 Dollars ($2,000,000.00) each occurrence. The policy shall include coverage for bodily injury
liability, property damage liability, personal injury liability, and contractual liability for liability assumed
under this License. The policy shall contain a severability of interests provision.
12.3 If applicable, comprehensive automobile liability insurance with a combined single limit for bodily
injury and property damage of not less than Two Million and No/100 Dollars ($2,000,000.00) each
occurrence with respect to Licensee's vehicle, whether owned, hired or non-owned, assigned to or used in
the performance of the work.
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12.4 The policies required by Sections 12.2 and 12.3 hereof shall be endorsed to include Licensor, members
of its governing bodies, its officers, agents and employees as additional insureds and shall stipulate that the
insurance afforded for Licensor, members of its governing bodies, its officers, agents and employees shall
be primary insurance and that any insurance carried by Licensor, members of its governing bodies, its
officers, agents or employees shall be excess and not contributory insurance.
12.5 Licensee shall waive their rights of recovery and require its insurers providing the required coverages
to waive all rights of subrogation against Licensor and members of its governing bodies, its officers, agents
and employees for matters arising out of this License.
12.6 Upon execution of this License, Licensee shall furnish Licensor with Certificates of Insurance as
evidence that policies providing the required coverages, conditions and limits are in full force and effect.
Such certificates shall provide that not less than thirty (30) days advance notice of cancellation, termination,
or alteration shall be sent directly to Licensor addressed as follows:
Manager, Land Rights Management, PAB10W
Salt River Project
P.O. Box 52025
Phoenix, Arizona 85072-2025
13.
Construction
13.1 Prior to making any installations on the Licensed Property, Licensee shall submit to Licensor for its
approval final construction documents and plan showing the location of any such installations. Licensor
shall approve or disapprove such documents and plans within 30 days. Construction on the Licensed
Property shall be performed only in accordance with approved construction documents and plan. At least
ten (10) days prior to the beginning of any construction on the Licensed Property, Licensee shall give
Licensor notice of the date that construction will begin and a schedule listing all construction activities and
the dates when such construction activities will be performed. Licensee shall give Licensor written notice
of all changes in the schedule and delays in construction immediately upon it being reasonably foreseeable
that such change or delay will occur.
13.2 Licensee's improvements constructed, installed, operated and maintained on the Licensed Property
shall not interfere with Licensor's use of Licensor's existing or any future irrigation or electric facilities on
or adjacent to the Licensed Property.
13.3 Licensor may request Licensee to alter the scheduling of construction undertaken pursuant to Section
13.1 but only when and to the extent necessary to prevent any material interference with Licensor's use of
the Licensed Property, and if such improvements do interfere with Licensor's use, Licensor may request
Licensee to relocate Licensee's material, facilities and improvements as deemed necessary by Licensor.
13.4 If relocation of Licensee's materials, facilities, or improvements is necessitated by Licensor's use of
existing facilities or the construction of improvements by or on behalf of Licensor, Licensee shall bear the
entire actual cost of relocating said materials, facilities and improvements.
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13.5 Licensor shall not exercise its right to require relocation of Licensee's facilities, materials, and
improvements in an unreasonable or arbitrary manner.
14.
Permits, Statutes and Codes
14.1 This license is subject to cancelation pursuant to A.R.S. § 38-511.
14.2 Licensee shall comply with all requirements of all statutes, acts, ordinances, regulations, codes, and
standards of legally constituted authorities with jurisdiction applicable to Licensee's use of the Licensed
Property. Licensee shall obtain or cause to be obtained at its expense, all permits, approvals and
authorizations required by Licensee's actions pursuant to this License.
15.
Licensor's Right to Inspect
15.1 Licensor may enter any part of the Licensed Property at all reasonable times to make an inspection
thereof. During any construction by Licensee, Licensor may inspect all trenching, backfilling and other
related construction activity that potentially affects Licensor's facilities, and require conformance with all
Licensor's requirements and specifications related thereto.
15.2 Licensee shall release Licensor, Association and the U.S.A. from any claims for damages arising out
of any reasonable or unforeseeable delay caused by Licensor in permitting or inspecting any work on the
Licensed Premises. The provisions of this Section shall survive termination of this License.
16.
Service of Notice
All notices, demands and invoices required or permitted by this License shall be in writing and shall be
considered to have been properly delivered: (i) if mailed, three (3) business days after deposit in the U.S.
mail, postage prepaid, return receipt requested, addressed as follows; (ii) if sent by overnight delivery
service, on the next business day after deposit with such service, addressed as follows; or (iii) if personally
delivered, on the date of delivery service to:
Mail
Notices to Licensor
Notices to Licensee
Attn: Manager, PAB10W
Attn: Real Estate Department
SALT RIVER PROJECT
Flood Control District of Maricopa County
P.O. Box 52025
2801 W Durango St
Phoenix, AZ 85072-2025
Phoenix, AZ 85009
Hand /Certified Delivery
Notices to Licensor
Notices to Licensee
Attn: Manager, PAB10W
Attn: Real Estate Department
SALT RIVER PROJECT
Flood Control District of Maricopa County
2727 E. Washington Street
2801 W Durango St
Phoenix, AZ 85034-1422
Phoenix, AZ 85009
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Either party may change its address or the designated person to receive notification hereunder by giving
notice of such change in the manner provided above.
17.
Waiver
This License may not be modified or any provision waived except by written agreement executed by both
Licensor and Licensee. The waiver by either party of any breach or failure to provide full performance under
any of the terms and conditions of this License, or the failure of a party to exercise, or any delay in
exercising, any rights or remedies provided herein or by law, or the failure of a party to notify the other
properly in the event of a breach hereunder shall not be construed as a waiver of any other term of condition
herein, or of any subsequent or continuing breach of the same or any other term or condition.
18.
Attorneys' Fees Upon Default
If either party brings or defends any legal action, suit or proceeding based on rights or obligations arising
from this License, the successful party shall be entitled to recover reasonable litigation expenses, court costs
and reasonable attorneys' fees, as determined by a court, in any such action, suit or proceeding. The
foregoing shall not in any way limit or restrict any other right or remedy at law or equity otherwise available
to such party.
19.
Force Majeure
If either party is rendered unable, wholly or in part, by force majeure to carry out its obligations under this
License, other than the obligation of Licensee to make payments of amounts due hereunder, then the
obligations of both Licensee and Licensor, so far as they are affected by such force majeure, shall be
suspended during the continuance of any inability so caused, but for no longer period, and such cause shall
so far as possible be remedied within a reasonable time. The term "force majeure" as employed in this
License shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies,
wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods,
washouts, interruptions by government not due to the fault of the parties, civil disturbances, explosions, or
unforeseeable action or nonaction by governmental bodies in approving the applications for approvals or
permits or any material change in circumstances arising out of legislation, regulation or litigation. Nothing
in this Section shall require Licensor to settle a strike.
20.
Entire Agreement; Changes After Execution
This License, including its specified addenda and exhibits, if any, constitutes the entire agreement
between the parties pertaining to the subject matter herein,and any amendment hereto must be in writing,
signed by both parties.
21.
Governing Law, Venue and Waiver of Trial by Jury
This License shall be interpreted, governed by, and constructed in accordance with the substantive and
procedural laws of the State of Arizona, without regard to conflicts of law principles. Licensor and Licensee
agree that any action, suit, or proceeding arising out of, or in any way connected with this License, shall be
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initiated and prosecuted in a state or federal court of competent jurisdiction located in Maricopa County,
Arizona, and the parties irrevocably submit to the jurisdiction and venue of such court. To the fullest extent
permitted by law, each party hereby irrevocably waives any and all rights to a trial by jury and covenants
and agrees that it will not request a trial by jury with respect to any legal proceeding arising out of or in any
way connected with this License.
22.
Water Damage
Except when the result of the negligent or willful act or omission of Licensor, or its directors, officers,
employees, agents or assigns, neither Licensor, Association nor the U.S.A. shall be liable for any loss
sustained by Licensee, its officers, employees, agents or invitees on the Licensed Property because of water
damage resulting from any source whatsoever, including, but not limited to, flood, drainage or run-off,
irrespective of any prior knowledge by Licensor of the possibility of such flood, drainage or run-off, arising
from or in connection with the operation or maintenance of any Salt River Reclamation Project dam, canal
or other facility.
23.
Reservation of Remedies
Unless otherwise provided herein, each party shall have available to it, all remedies provided by law or
equity.
24.
Archaeological and Environmental Compliance
24.1 Licensee shall notify Licensor's staff archaeologist should any cultural resources or human remains
be found on the Licensed Property, and when appropriate, shall be responsible for other
notifications and legal requirements as required by the Archeological Resource Protection Act and the
Native American Graves Protection and Repatriation Act and ensuing 43 CFR 10 regulations. All related
costs to comply with the above requirements are the responsibility of the Licensee.
24.2 Licensee hereby assumes and accepts all liability and responsibility for initiation and completion of
response, cleanup, and corrective and remedial action, and the cost thereof, required on the Licensed
Property and any other affected premises due to any action taken by Licensee or its contractors,
subcontractors, agents, or representatives during use of the Licensed Property that results in release or
threatened release of any hazardous substance within the meaning of the Federal Comprehensive
Environmental Response, Compensation and Liability Act -- 42 U.S.C. § 9601 et seq., or the Arizona
Environmental Quality Act -- A.R.S. § 49-101 et seq., as such laws may have been or may be amended
from time to time, or regulated substance within the meaning of Subtitle I of the Federal Resource
Conservation and Recovery Act (Underground Storage Tanks) -- 42 U.S.C. § 6991a et seq., or the Arizona
Underground Storage Tank Law -- A.R.S. § 49-1001 et seq., as such laws may have been or may be amended
from time to time. This Section 24.2 shall survive termination of this License.
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LICENSOR:
SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND
POWER DISTRICT
By: __________________________________________
Heather Legg
Its: Land Agent
Dated: _______________________________________
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RECOMMENDED FOR APPROVAL:
FLOOD CONTROL DISTRICT OF MARICOPA COUNTY
Michael A. Fulton
Date
Director
MARICOPA COUNTY REAL ESTATE DEPARTMENT
Alex Smith
Date
Director
APPROVED AS TO FORM and within the powers and authority granted under the laws of the
State of Arizona.
Wayne Peck
Date
District General Counsel
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6/20/2023
6/25/2023
6/27/2023
APPROVED
LICENSEE: FLOOD CONTROL DISTRICT OF MARICOPA COUNTY
Chairman of the Board
Date
Printed Name:
ATTEST
Clerk of the Board
Date
Printed Name:
STATE OF ARIZONA
)
)ss
COUNTY OF MARICOPA )
Before me,
, Notary Public in and for said County, State
of Arizona, on this day personally appeared
, known to me
to be the person whose name is subscribed to the forgoing instrument as Chairman of the Board of
Directors for the Flood Control District of Maricopa County.
Given under my hand and seal of the office this
day of
, 202 .
Notary Public (signature)
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Maricopa County GIO, Maricopa County Assessor's Office
O
3 /14/2023 10:46:14 AM
Exhibit "A"
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EXIIlBIT "A"
Jyplcal ALERT Rain/Stream Statl1n
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Gel-cell Bettery
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