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NON-EXCLUSIVE REVOCABLE LICENSE AGREEMENT
FOR USE OF REAL PROPERTY
C-50-1__-____-L-00
P-50309
THIS LICENSE AGREEMENT (this "Agreement") is entered into this _____ day of
________________, 2017, by and between the Maricopa County, a political subdivision
of the State of Arizona ("Licensee"), and Saddle Mountain Unified School District No.
90, a political subdivision of the State of Arizona ("Licensor"). ("Licensor" and
"Licensee" shall collectively be referred to herein as the "PARTIES").
RECITALS
Licensor is the owner of the Winter’s Well Elementary School Campus located at
35220 West Buckeye Road in Tonopah, Arizona (the "Property"); and
Licensee desires access to, and non-exclusive and revocable use of a portion of
the Property for the purpose of operating an administrative support office to deputies;
and
The parties wish to enter into this Agreement, to provide the terms and conditions
pursuant to which Licensee may enter upon and use a portion of the Property.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
TERMS
1. Recitals. The Recitals that appear above are incorporated into this
Agreement by this reference.
2. Grant of License. Licensor hereby grants to Licensee a revocable non-
exclusive license to use the Property and Room #107 as depicted on
Exhibit "A" (the "Licensed Area").
3. Use of Licensed Area. Licensee may use the Licensed Area and Property
solely for the purpose of conducting operations associated with Maricopa
County Sheriff’s Office (“MCSO”) administrative support, on the frequency
of 24 (twenty-four) hours per day, 7 (seven) days per week and use of any
parking spaces in the parking lot at the Property for participants MCSO
personnel, (the “Use”). Any use of signage at the Property by Licensee will
be at the sole discretion of Licensor. Licensee shall obtain prior written
approval from Licensor to post or place any signage at the Property.
Licensee shall remove all Licensee placed signage at Licensee sole cost
and expense. Licensee, at Licensee’s sole cost, shall comply with all
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applicable laws, ordinances, orders and regulations with respect to
Licensee’s use of the Licensed Area.
4. Term and Termination.
4.1. The term of this Agreement shall commence upon signature of all
Parties and expire 5 (Five) years thereafter, on the last day of that
month, unless sooner terminated as provided herein. The term of
the Agreement will renew automatically for three (3) one (1) year
terms. Any renewal shall be under the same terms and conditions
of the Agreement unless otherwise specified.
4.2. Any provision of this Section 3 to the contrary notwithstanding,
Licensee or Licensor may terminate this Agreement, with or without
cause, on at least 60 (Sixty) days’ prior written notice to the other
party.
4.3. This Agreement may be terminated by Licensee at the end of any
fiscal year due to non-appropriation of funds without any penalty or
liability to Licensee. Licensee’s fiscal year ends June 30th. Licensor
and/or any of its employees, agents, officers, directors, members,
successors or assigns hereby waives any and all rights to bring any
claim against Licensee or its employees, agents, officers, directors,
members, successors or assigns from or relating in any way to
Licensee’s termination of this Agreement pursuant to these
Sections 4.1, 4.2, 4.3 and 4.4.
4.4. This Agreement is subject to cancellation pursuant to A.R.S. § 38-
511, the provisions of which are incorporated herein by this
reference.
5. The Licensor shall:
5.1. Provide furniture at no cost to Licensee if Licensee is unable to
supply furniture.
5.2. Provide access to Data and Phone to Licensee at no cost through
the Property and school network.
5.3. Provide to the Property and License Area, at no cost to Licensee,
electric, water, HVAC, key access, office space, maintenance,
parking and janitorial services and supplies, including maintenance
to these systems.
6. The Licensee will:
6.1 Provide the secured network that is tied into the Licensor cabling
with a firewall.
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6.2 Be responsible for all Licensee equipment maintained at the
Property and License Area.
7. Consideration. In Licensor’s opinion Use and occupancy of the
Property and Licensed Area will assist in the prevention of
vandalism to the Property and Licensed Area.
8. Indemnification, Release and Insurance.
8.1 Each Party (as “Indemnitor”) agrees to indemnify, defend and hold
harmless the other Party (as “Indemnitee”) from and against any
and all claims, losses, liability, costs or expenses (including
reasonable attorney’s fees) (hereinafter collectively referred to as
“claims”) arising out of the negligent performance of this
Agreement, but only to the extent that such claims which result in
vicarious/derivative liability to the indemnitee are caused by the act,
omission, negligence, misconduct or other fault of the indemnitor,
its officers, officials, agents, employees or volunteers.
8.2 In the event that any action or proceeding shall at any time be
brought against any of the Indemnitees by reason of any claim
referred to in this Article, the Licensee, at Licensee's sole cost and
upon at least 10 days’ written notice from Licensor, shall defend the
same with counsel acceptable to Licensor, in Licensor’s sole
discretion.
The Licensee's obligations under this Article shall survive the
expiration or earlier termination of this Agreement.
The insurance provisions set forth in this Agreement are separate
and independent from the indemnity provisions of this Article and
shall not be construed in any way to limit the scope and magnitude
of this Indemnification, nor shall this Indemnification be construed in
any way to limit the scope, magnitude or applicability of the
insurance provisions.
8.3 Release. In consideration of the granting of this Agreement,
Licensee voluntarily and knowingly releases and discharges
Licensor and its agents, contractors, employees, members, officers
and partners, if any, from any and all liabilities, claims, obligations,
demands, causes of action, damages, costs, expenses, attorneys’
fees, and rights whatsoever, in law or in equity, whether known or
unknown, that Licensee, or anyone claiming through or under
Licensee may have or may claim to have, which now exist or may
hereafter arise resulting from the exercise of the license granted by
this Agreement except if those liabilities, claims, obligations,
demands, causes of action, damages, costs, expenses, attorneys’
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fees, and rights are caused by the act, omission, negligence,
misconduct or other fault of the Licensor, its officers, officials,
agents, employees or volunteers.
8.4 Insurance. Licensee will maintain adequate insurance (which may
include a bona fide self-insurance program) to cover any liability
arising from Licensee's use of the Licensed Area.
9. Licensee agrees to be responsible for the conduct of its employees,
who enter onto the Licensed Area pursuant to this Agreement and for any
damage or harm they may cause in the course of utilizing the Licensed
Area.
10. This Agreement shall be terminated in the event of, or at such time that
the Licensee or Licensor fails to comply with the express terms of this
Agreement, unless said failure is cured within 10 business days of date of
notice to cure, or, if the cure cannot be completed within 10 business
days, if Licensor or Licensee, as the case may be, has made a good faith
effort to cure within 10 business days.
11. Written notices required herein shall be given either personally or by the
United States Postal Service certified mail, return receipt requested, as
shown below or to such other street address(es) as may be designated by
the respective Parties in writing from time. The notice shall be deemed
complete when received by the addressee or, when certified mail is used,
five (5) calendar days from the date of mailing, whichever comes first.
Licensor: Saddle Mountain Unified School District #90
Paul Tighe, Ed.D.
38201 W. Indian School Road
Tonopah, AZ 85354
Licensee: Maricopa County
c/o Maricopa County Sheriff’s Office
Administration
550 W Jackson Street
Phoenix, AZ 85003
With a copy to: Maricopa County Facilities Management
Attention: Chief Real Estate Officer
2801 West Durango Street
Phoenix, AZ 85009
12. This Agreement shall be governed by and constructed under the laws of the
State of Arizona.
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C-50-1__-___-L-00
P-50309
IN WITNESS WHEREOF, the parties have hereunder set their signatures on the day
and year first written above.
LICENSEE: LICENSOR:
Maricopa County Saddle Mountain Unified School
District #90
By _________________________ By _________________________________
Chairman of the Board Paul Tighe, Ed.D., Superintendent
Saddle Mountain Unified School District
ATTEST:
Clerk of the Board Date
Approved as to form:
Deputy County Attorney Date
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C-50-1__-___-L-00
P-50309
EXHIBIT "A"
The Property and Licensed Area
The Property Licensed Area
35220 West Buckeye Road Room #107
Tonopah, Arizona
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