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REVOCABLE
NON-EXCLUSIVE USE
LICENSE AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
LUKE AIR FORCE BASE
FOR
USE OF REAL PROPERTY
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This Revocable, Non-Exclusive Use License Agreement ("Agreement") is made and
entered into by and between Maricopa County, a political subdivision of the State of Arizona,
acting on behalf of the Maricopa County Sheriff's Office ("MCSO"), hereinafter referred to as
"LICENSOR", and Luke Air Force Base, a United States Federal entity, hereinafter referred to
as "LICENSEE", collectively hereinafter also referred to as the "PARTIES", or individually as a
"PARTY".
RECITALS
WHEREAS, LICENSOR owns certain real property located at 26900 West Buckeye
Hills Drive, Buckeye, Arizona 85337 that is operated as a MCSO Firearms Training and
Qualifications Range to meet its employee training and certification as described in the attached
Exhibit A ("Premises"), which is attached hereto and made a part hereof; and
WHEREAS, LICENSEE desires non-exclusive use of the Premises for the purpose of
providing their staff with an additional facility in which to perform firearms training that will
meet Combat AIMS Marksmanship Training (CATM) requirements ("Permitted Use"); and
WHEREAS, LICENSOR is authorized to enter into this Agreement via A.R.S. §11-251;
and
WHEREAS, LICENSEE is authorized to enter into this Agreement via 10 USC 8013, 10
USC 2661, and Secretary of the Air Force and Air Force Instruction 36-2654, Combat Arms
Program, paragraph 1.12.9.
WHEREAS, the PARTIES desire to enter into this Agreement under which
LICENSEE' s active duty military and/or Department of Defense (DoD) Federal employees may
enter upon and have the non-exclusive right to use a portion of the Premises as described herein
for the Permitted Use.
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I. AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the PARTIES hereto agree as follows:
1. The accuracy of the foregoing Recitals is acknowledged and the Recitals are hereby
incorporated into this Agreement.
2. This Agreement shall be deemed effective when executed through approval and
signature by the Maricopa County Board of Supervisors ("Effective Date"), and shall
commence upon the later of the following dates: (1) the date that the Agreement is fully
executed; or (2) the first date upon which the LICENSEE enters and uses the Premises
for the Permitted Use ("Commencement Date"), and shall remain in full force and
effect until terminated by any of the following methods:
2.1 By LICENSOR or LICENSEE for any reason or no reason without any liability of
any kind of either PARTY upon giving thirty (30) days advance written notice to
the other PARTY; or
2.2 At any time by mutual written agreement of the PARTIES; or
2.3 By LICENSOR or LICENSEE at the end of any fiscal funding year for non-
appropriation of funds upon giving thirty (30) days advance written notice to the
other PARTY, LICENSOR's fiscal year ends on June 30 and LICENSEE's fiscal
year ends on September 30.
3. Annual License Fees.
3.1 As compensation for use of the Premises for the non-exclusive Permitted Use,
LICENSEE shall pay LICENSOR an annual payment in the amount of Forty-nine
Thousand and 00/100 Dollars ($49,000.00) within one hundred eighty (180) days
of the receipt of LICENSOR's invoice,
3.2 In exchange for payment of the annual license fee set forth above, LICENSEE
shall be entitled to: (1) use the Premises to train a maximum of 2,000 students per
Federal fiscal year; (2) expend a maximum of 500,000 rounds of ammunition on
the Premises per Federal fiscal year; (3) schedule and use the Premises during
normal working hours in accordance with Section 805(2) of the joint Standard
Operating Procedure ("SOP") attached herein and made a part hereof as Exhibit B
to this Agreement); and (4) schedule and use the Premises after normal working
hours in accordance with Section 805(4) of the SOP to hold up to thirty-four (34)
night, weekend, and/or holiday trainings which shall not exceed six (6) hours per
use.
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3.3 LICENSEE shall remit payments to LICENSOR at Sheriffs Finance, 550 W.
Jefferson, 4th Floor or via banking funds transfer per MCSO Finance and County
instructions
3.4 LICENSOR will not schedule use of Premises if Licensee's payment is sixty (60)
or more days in arrears.
4. The initial term of this Agreement shall be for a period of twelve (12) months from the
Commencement Date ("Initial Term") unless sooner terminated as provided for in this
Agreement. The Commencement Date shall be confirmed by the PARTIES via
execution of the Commencement Date Confirmation form, which is attached hereto and
made a part hereof as Exhibit C to this Agreement.
4.1 Option to Renew. Provided this Agreement is in full force and effect and no
PARTY is in default under any of the terms and conditions of this Agreement at
the time of notification of its desire to renew, the PARTIES may mutually agree
to renew this Agreement for up to four (4) additional terms of one (1) year each
("Renewal Options") at an agreed upon rate.
4.2 LICENSOR reserves the right to amend the fee schedule annually not to exceed
3% of the fee schedule in the prior year. LICENSOR will provide sixty (60) days
advance written notice of fee schedule changes to LICENSEE's points of contact
and notice addresses in accordance with Sections II and III below.
4.3 Exercise of Options. If LICENSEE elects to exercise a Renewal Option,
LICENSEE shall provide LICENSOR with written notice of their intent to renew
no later than the date which is at least ninety (90) days prior to the expiration of
the Initial Term of this Agreement or a renewal term, as applicable.
4.4 Upon demand, payment for the annual fee for any renewal term shall be paid
within one hundred eighty (180) days of October 1 for each additional proposed
year of use.
5. LICENSOR and LICENSEE agree to follow the SOP. The PARTIES also
acknowledge that the SOP may need to be amended from time to time. If either
PARTY identifies the need to amend the SOP, the requesting PARTY shall submit
written notification of the request to the other Party in accordance with Section II of
this Agreement. The PARTIES agree to act in good faith to address each other's
concerns and execute a written amendment to the SOP in a timely manner. In the case
of an inconsistency between this Agreement and the SOP, this Agreement shall control.
6. LICENSEE shall use the Premises for the Permitted Use only, which is established by
the terms of this Agreement and its attachments, and shall ensure its use of the Premises
is in compliance with the SOP and the LICENSOR limitations established within this
instrument.
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7. Use of Premises by LICENSEE for uses other than the Permitted Use shall be a breach
of this Agreement. Failure by LICENSEE to comply with specific requirements of this
Agreement within ten (10) days of issuance of LICENSOR'S written notice to
LICENSEE of such failure will constitute an event of default and will be sufficient
cause for termination of the Agreement.
8. LICENSEE, at its sole cost and expense, shall be responsible to comply with all
applicable laws, ordinances, orders, rules and regulations of any governmental authority
whether now or hereafter in effect associated with LICENSEE's use of the Premises.
LICENSEE shall also comply with the terms of the SOP at all times during use.
9. LICENSEE, at its sole cost and expense, shall provide its own range safety officers,
ammunition, targets, weapons, cleaning supplies, and other materials as needed to
support its use of the Premises.
10. LICENSEE, at its sole cost and expense, shall return the Premises in a Clean Condition
and Safe Condition, as defined in the SOP, after each use.
11. Each PARTY, at their sole cost and expense, is individually responsible for supervision
and management of its personnel, and shall pay all costs for its own personnel, which
includes but is not limited to: pay, benefits, support, and travel.
12. LICENSOR agrees to maintain the Premises in safe and serviceable manner.
13. LICENSOR may, for unforeseen reasons, need to temporarily or permanently close the
Premises. In the case of a temporary closure, LICENSOR agrees to provide advance
notice of the closure to LICENSEE as soon as possible after the need to close is
identified. In the case of a permanent closure, LICENSOR will provide advance
written notice of the closure and terminate this Agreement in accordance with Section 2
above.
II. POINTS OF CONTACT
For necessary day-to-day collaboration and coordination needs, points of contact for LICENSOR
and LICENSEE are as follows:
LICENSEE: Commander
56th Security Forces Squadron, 56 th Mission Support Group
Phone: 623-856-5976
Email: brian.loveless@us.af.mil
Or
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Operations Officer
56th Security Forces Squadron, 56 th Mission Support Group
Phone: 623-856-3607
Email: nicholas.zinni@us.afmil
LICENSOR: MCSO Range Master
Phone: 602-859-9128
Email: C Jefferys@MCSO.maricopa.gov
III. NOTICES
All notices and/or correspondence provided for herein shall be in writing and sent by certified
mail to the PARTIES at the following addresses:
LICENSEE: Real Property Officer th
56th Civil Engineer Squadron, 56 Mission Support Group
Luke Air Force Base
13970 W. Gillespie
Luke AFB, AZ 85309
LICENSOR: Maricopa County Real Estate Department
Attn: Director
2801 West Durango Street
Phoenix, AZ 85009
and
MCSO Chief Financial Officer
MCSO Headquarters
Attn: James Prindiville
550 W. Jackson St
Phoenix, AZ 85003
IV. ENTRY AND INSPECTION
LICENSOR shall have the right at all times but shall not be required to enter onto and inspect the
Premises during LICENSEE'S use. LICENSOR will immediately notify LICENSEE of any
unsatisfactory condition in violation of this Agreement. LICENSEE shall take prompt action to
correct such condition(s) at LICENSEE's expense.
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V. ENVIRONMENTAL COMPLIANCE
1. For the purposes of this Agreement, the term "regulated substances" shall include
substances defined as "regulated substances," "hazardous waste," "hazardous
substances," "hazardous materials," "toxic substances" in the Resource Conservation
and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of
1984, the Comprehensive Environmental Response, Compensation and Liability Act,
as amended in 1986 to include Superfund Amendments and Reauthorization Act, the
Hazardous Materials Transportation Act, the Toxic Substance Control Act, the
Federal Insecticide, Fungicide and Rodenticide Act, the relevant local and State
environmental laws, and the regulations, rules and ordinances adopted and
publications promulgated pursuant to the local, State, and Federal laws.
2. LICENSEE shall not use or store any regulated hazardous material or store any
hazardous waste at or on the Premises unless express permission is obtained in
writing from the LICENSOR in advance of doing so. In addition, the PARTIES
agree to comply with all Federal, State and local environmental laws, permits and
regulations applicable to the generation, accumulation, storage, handling,
management, collection, transportation, sorting, processing, recycling and disposal of
regulated substances, hazardous waste, hazardous substances, hazardous materials,
and toxic substances in carrying out their obligations under this Agreement. Further,
LICENSEE shall comply with all existing County regulations regarding the use of the
Premises which include, but are not limited to, established air quality regulations. If
any hazardous material and/or waste is released by the LICENSEE, LICENSEE shall
comply with all applicable local, State and Federal regulations governing the proper
handling, transport & disposal of such material and/or waste.
3. LICENSEE shall report to LICENSOR within twenty-four (24) hours of knowledge
of any event or occurrence at the Premises which results in a reportable release of a
regulated substance or hazardous substance as required by applicable Federal and
State environmental laws.
4. An Environmental Baseline Survey ("EBS") for the Premises has been prepared by
the LICENSEE and delivered to the LICENSOR. The EBS is available in the
LICENSEE's real property office for review as necessary and is incorporated herein
by reference. The EBS sets forth those environmental conditions and matters on and
affecting the Premises as of August 7, 2018, as determined from the records and
analyses reflected therein. The EBS is not, and shall not constitute, a representation
or warranty on the part of the LICENSEE regarding the environmental or physical
condition of the Premises, and the LICENSEE shall have no liability in connection
with the accuracy or completeness thereof. A separate EBS for the Premises shall be
prepared by the LICENSEE, after the expiration or earlier termination of this
Agreement ("Final EBS"). Such Final EBS shall document the environmental
conditions and matters on and affecting the Premises on the termination or expiration
date as determined from the records and analyses reflected therein.
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5. LICENSEE, at its sole cost and expense, shall procure a contractor to conduct two (2)
events of soil/sediment sampling to set a baseline for, and monitor, the concentrations
of metals at the Premises including, but not limited to, lead, antimony, arsenic, and
copper. The initial soil sampling event shall occur prior to the Commencement Date
and the resultant report shall provide a baseline assessment of the operational
concentration of metals at the range prior to the LICENSEE's use. Upon full
execution of this Agreement LICENSEE, and its contractors and/or designees, shall
have the right to enter the Premises to conduct the first soil sampling event, provided
however, that the time and date of the entry shall be coordinated in advance with the
MCSO Range Master as set forth in Section II of this Agreement. The second soil
sampling event shall occur no later than six (6) months from the Commencement
Date and shall be scheduled in advance in the same manner set forth immediately
above. LICENSEE shall provide LICENSOR with a copy of the resultant reports
within ten (10) days of receipt.
VI. OWNERSHIP OF EQUIPMENT
LICENSOR and LICENSEE acknowledge that all equipment and improvements of LICENSEE
shall be deemed personal property of LICENSEE. It is expressly understood and agreed that
LICENSEE retains title to all personal property LICENSEE brings onto the Premises.
LICENSOR shall not be responsible for any damage to any personal property of LICENSEE and
LICENSEE and/or any of its employees, agents, officers, directors or members hereby waive any
and all rights to bring any claim against LICENSOR from or relating in any way to damage to
the personal property of LICENSEE.
VII. AGREEMENT AS LICENSE
The PARTIES intend and mutually agree that this Agreement shall be construed as a mere
license by LICENSOR to LICENSEE to operate within the Premises. This Agreement shall not
be construed as a lease, sublease, rental agreement or easement. It is understood and mutually
agreed that LICENSEE has no real property interest in the Premises.
VIII. MODIFICATIONS TO AGREEMENT
This Agreement may be modified by a written amendment that is duly executed by each
PARTY'S authorized representative(s).
IX. NO PARTNERSHIP OR JOINT VENTURE
Nothing contained in this Agreement shall create any partnership, joint venture or other
arrangement between LICENSOR and LICENSEE. Except as expressly provided herein, no term
or provision of this Agreement is intended or shall be for the benefit of any person or entity not a
PARTY hereto, and no such other person or entity shall have any right or cause of action
hereunder.
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X. APPLICABLE LAW
The PARTIES hereto shall comply with all applicable laws. This Agreement is executed and
delivered in the State of Arizona, To the extent that Federal law applies, it shall govern the
interpretation and enforcement of this Agreement; if Federal law does not substantively address
the matter raised, then the substantive laws of the State of Arizona (without reference to choice
of law principles) shall govern interpretation and enforcement of this Agreement as to that
matter. Any action brought to interpret or enforce any provisions of this Agreement, or
otherwise relating to or arising from this Agreement, shall be commenced and maintained in
Federal courts and each of the PARTIES, to the extent permitted by law, consents to jurisdiction
and venue in such courts for such purposes with the option of hearing such matters in an Arizona
state court upon mutual agreement of the PARTIES. Notwithstanding the foregoing, nothing
herein shall be deemed to constitute a waiver of the sovereign immunity of the LICENSEE,
which immunity is hereby reserved to the LICENSEE.
XI. DISPUTES
In the event of any dispute, claim, question, or disagreement arising from or relating to this
Agreement or the breach thereof, the PARTIES hereto mutually agree to use reasonable efforts
to resolve the dispute, claim, question, or disagreement at the lowest level possible and to
proceed diligently with performance to the degree unaffected by the dispute or pending dispute
resolution. If the matter cannot be resolved and/or is not resolved at the lowest level, and
provided no notice of termination of this Agreement has been given by either PARTY to the
other, the PARTIES hereto shall first attempt to resolve the dispute through binding arbitration
before pursuing any and all other remedies available to the PARTIES under Federal or Arizona
law.
XII. RETURN OF PREMISES
Upon expiration or earlier termination of this Agreement, LICENSEE shall conduct one (1)
additional soil sampling event to document the concentrations of metals at the Premises including, but
not limited to, lead, antimony, arsenic, and copper. LICENSEE shall provide LICENSOR with a copy of
the resultant report within ten (10) days of receipt.
XIH. ASSIGNMENT
Any assignment or attempted assignment of this Agreement by LICENSEE without the prior
written consent of LICENSOR shall be void.
XIV. NON-WAIVER
The failure of either LICENSEE or LICENSOR to insist upon the complete performance of any
of the terms and provisions of this Agreement be performed on the part of the other, or to take
any action permitted as a result thereof, shall not constitute a waiver or relinquishment of the
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right to insist upon full and complete performance of the same, or any other covenant or
condition, either in the past or in the future.
XV. CONFLICT OF INTEREST
This Agreement may be canceled, without penalty or further obligation, by either PARTY if it is
discovered that any person significantly involved in initiating, negotiating, securing, drafting or
creating this Agreement on behalf of either PARTY is, at any time while this Agreement or any
extension of this Agreement is in effect, an employee or agent of any other PARTY to this
Agreement in any capacity or consultant to any other PARTY of this Agreement with respect to
the subject matter of this Agreement, and if such involvement violates applicable federal law or
Arizona Revised Statutes § 38-511, as replaced or amended, as applicable. Notwithstanding the
foregoing, nothing herein shall be deemed to constitute a waiver of the sovereign immunity of
the LICENSEE, which immunity is hereby reserved to the LICENSEE.
XVI. OBLIGATION OF FUNDS
1. Consistent with the Anti-Deficiency Act, any requirement for the payment or
obligation of funds by the Government in connection with this Agreement shall be
subject to the availability of appropriated funds, and nothing herein shall be
interpreted to require obligation or payment of funds in violation of the Anti-
Deficiency Act, 31 U.S.C. § 1517(a), and nothing in this Agreement is intended to
bind the Government to commit, obligate, appropriate or spend funds in violation of
the Anti-Deficiency Act and other applicable law respecting Federal funding.
2. Upon a determination that funds are available and may be obligated, the LICENSEE
will accomplish payment for LICENSEE's Permitted Use upon receipt of an invoice
pursuant to the DoD Financial Management Regulation and governing Air Force
regulations through a valid funding instrument that is legally acceptable to both
PARTIES.
XVII. ENTIRE AGREEMENT
This Agreement and all Exhibits attached hereto set forth all of the covenants, promises,
agreements, conditions and understandings between the PARTIES hereto, and there are no
covenants, promises, agreements, conditions or understandings, either oral or written, between
the PARTIES other than as set forth herein, and those agreements which are executed
contemporaneously herewith. This Agreement shall be construed as a whole and in accordance
with its fair meaning and without regard to any presumption or other rule requiring construction
against the PARTY drafting this Agreement. This Agreement cannot be modified or changed
except by a written instrument executed by all of the PARTIES hereto. Each PARTY has
reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel.
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XVIII. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
XIX. INDEPENDENT CONTRACTOR STATUS
LICENSEE shall not be considered an officer, employee or agent of LICENSOR. LICENSEE'S
officers, agents, employees and guests shall not be considered employees of Maricopa County
and they shall not be entitled to receive any of the benefits associated with regular employment
with Maricopa County or the Maricopa County Public Finance Corporation and will not be
subject to the provisions of the Maricopa County Employee Merit System. This Agreement is
not intended to constitute, create, give rise to or otherwise recognize a joint venture agreement or
relationship, partnership or formal business organization of any kind, and the rights and
obligations of the Parties shall be only those expressly set forth in this Agreement.
XX. LIABILITY
The LICENSEE shall not be responsible for damages to property or injuries to person which may
arise from or be incident to the exercise of the privileges granted under this Agreement, or for
damages to the property of the LICENSOR or for damages to the property or injuries to the
person of the LICENSOR's officers, employees agents, or others who may be on the property at
their invitation or the invitation of any one of them, arising from LICENSEE activities on the
Premises, except for damages, injuries, claims or actions resulting from the LICENSEE's actions
or omissions as provided for by the Federal Tort Claims Act,
XXI. INSURANCE
LICENSOR and LICENSEE acknowledge and agree that the PARTIES to this Agreement are
each self-insured.
XXII. ADMINISTRATION
Since this Agreement will require administrative action from time to time to carry out the intent
of the Agreement, both the Deputy County Manager for Maricopa County and the Real Estate
Director for Maricopa County each, individually and separately, are hereby given the authority
and charged with the responsibility for proper administration of this Agreement, whether or not
specific authority is granted in any provision of this Agreement.
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XXIII. AUTHORITY
Each PARTY represents to the other that the person executing this Agreement on behalf of the
respective entity is authorized to execute this Agreement and the other PARTY shall have the
right to rely on such representations or warranties.
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IN WITNESS 'WHEREOF, the PARTIES have hereunder set their signatures on the day and
year set forth below.
LICENSOR: LICENSEE:
MARICOPA COUNTY LUKE AIR FORCE BASE
kriciD
Steve Chueri Date TODD D. CANTERBURY N Date
Chairman of the Board of Supervisors Brigadier General, USAF
Commander, 56th Fighter Wing
ATTEST:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney Date
STATE OF ARIZONA
) SS.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this day of 20
by Steve Chucri, the Chairman of the Maricopa County Board of Supervisors.
Notary Public (signature)
My Commission Expires
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EXHIBIT "A"
Premises
BUCKEYE
I . rj
,BU CKE.'E
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Exhibit B
Standard Operatin2 Procedure (SOP)
See Document attached after Exhibit C
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Exhibit C
COMMENCEMENT DATE CONFIRMATION
LICENSOR: Maricopa County a Political Subdivision of the State of Arizona
LICENSEE: Luke Air Force Base, a United States Federal entity
This Commencement Date Confirmation is made by the undersigned LICENSOR and
LICENSEE pursuant to that certain License Agreement No. P50316 which was fully executed on
, 20 for use of the premises located at 26900 West Buckeye Hills
Drive, Buckeye, Arizona 85337 and operated as a MCSO Firearms Training and Qualifications
Range.
LICENSOR and LICENSEE hereby agree that the Commencement Date of the License is
, 20 and the Initial Term of the License will expire on
,20 .
LICENSOR: LICENSEE:
Maricopa County Luke Air Force Base
By: By:
Its: DIRECTOR, REAL ESTATE Its:
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