LICENSE AGREEMENT WITH TEMPE UNION HIGH SCHOOL DISTRICT.PDF

P-50308
C-22-17-064-L-00
FACILITIES USE/REVOCABLE LICENSE AGREEMENT
BETWEEN
TEMPE UNION HIGH SCHOOL DISTRICT No. 213
AND
MARICOPA COUNTY
BY AND THROUGH
THE HUMAN SERVICES DEPARTMENT
This Facilities Use/Revocable License Agreement (the “Agreement”) is made and entered into by and
between Tempe Union High School District #213 of Maricopa County (“Licensor”) and Maricopa County by and
through the Human Services Department (“Licensee”). Licensor and Licensee shall collectively be referred to herein
as the “Parties” or individually as a “Party.”
RECITALS:
WHEREAS, Licensor owns certain real property known as Compadre Academy located at 500 West
Guadalupe Road, Tempe, AZ 85283 (“Property”) and will provide one (1) or two (2) classrooms as needed,
playground space, and meeting/common area facilities (“Premises”) as depicted on Exhibit A, attached hereto and
incorporated herein by this reference for provision of Early Education Head Start services by the Licensee (the
“Use”); and,
WHEREAS, Licensee desires to provide services to children and families of infants and toddlers enrolled
in Maricopa County Early Head Start 0- 3 years program (“Recipients”); and,
WHEREAS, Licensee shall be entitled to non-exclusive use of the Premises; and,
WHEREAS, Licensee’s Use activities shall be restricted to the Premises; and,
WHEREAS, Licensor shall allow Licensee year-round use of the Premises for the Use; and
WHEREAS, Licensor has determined that the Use is not commercial in nature, but rather a benefit to the
Recipients, and a partnership to provide early childhood education and related services for low-income children and
their parents; and
WHEREAS, Licensor wants to support the efforts of the Licensee by offering the Premises pursuant to
the terms and conditions of this Agreement; and
WHEREAS, Licensee shall pay an annual consideration for the Use of the Premises, per Article 4 of this
Agreement; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto agree as follows:
1

AGREEMENT
Article 1. Recitals.
1.1 The Recitals, by this reference, are incorporated herein and made a part of this Agreement.
Article 2. Responsibilities.
2.1 Licensee shall utilize the designated classrooms and playground area to provide the Use year round
during mutually agreed upon times when facility is open and operational.
2.2 Services to Premises and Disruption in Use of Premises:
2.2.1 The Licensor shall be responsible for utility services to the Premises including, but not
limited to, electrical, lighting, air conditioning, heating, ventilation, water, sewer and trash
removal.
2.2.2 The Licensor shall not be liable to the Licensee for any failure or interruption caused by
water, gas, electricity, hot or cold air, or sewer system, fire, theft, vandalism, accident, riot,
strikes, wars, labor disputes, equipment breakdown, or any other casualties, including acts
of nature to all or part of the facilities. Licensor shall make reasonable efforts to restore
any failure or interruption to water, gas, electricity, hot or cold air, or sewer system.
2.3 Access:
2.3.1 Licensor’s administrators or caretakers shall have access to the Premises at any and all
times. The Licensor shall, when reasonable, provide advance notice to the Licensee of any
classroom visits, setup, repairs, maintenance activities, and the like.
2.3.2 The Licensor shall provide to the Licensee reasonable access to and use of parking spaces
sufficient for visitors to the Premises and for the Licensee’s staff and invitees during
normal hours of operation.
2.3.3 The Licensor will collaborate with the Licensee to provide access to internet and phone
systems.
2.3.4 Licensee shall have access to the nearest available restroom facilities in order to address the
health and comfort of the Children and Licensee’s staff.
2.4 Maintenance:
2.4.1 The Licensor shall maintain the Premises and the Property in a safe, operating condition:
2.4.1.1 The Licensor shall maintain the Premises and the Property and the common area
of the Premises, and improvements thereto, in good repair and shall correct any
hazardous conditions. Licensor shall maintain all utility and environmental systems
serving the Premises and the Property in a state of good repair.
2.4.2 The Licensor shall provide janitorial services to the Premises in the same manner as the
Licensor provides at all classrooms at the Licensor’s facilities.
2.4.2.1 The Licensor shall provide heating, ventilation, air conditioning (HVAC),
electricity, water for reasonable and normal drinking and lavatory use to the
Licensee for the Premises and the Property at no charge to the Licensee, with the
exception of nights, weekends, or days when the Premises would normally be
closed for summer or summer shutdown periods, as itemized in Article 4. Any
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requests by the Licensee for repairs are to be detailed and submitted via email to
the point of contact as identified in the Notices section.
2.4.2.2 The Licensor shall provide gas inspections, fire inspections, and playground
general cleaning for the Premises and the Property to a specification as agreed to
by the Parties.
2.4.2.3 Licensor shall correct any hazardous conditions existing as the result of any
structural defect or unsoundness (“Structure” means: walls, roofs, floors,
foundations and exterior sidewalks, playground and all electrical, plumbing,
heating, and air conditioning systems and equipment).
2.5 Repairs:
2.5.1 The Licensee is responsible for repairs or replacing damages to classrooms or equipment
of the Licensor as may be caused by the Licensee’s use of the Premises, including damage
caused by persons whose permission to enter the Premises is granted by the Licensee,
excepting normal wear and tear. Maintenance and services provided by the Licensor, are
more fully set forth herein.
2.5.2 Licensee shall make said repairs or replacements to the Premises within sixty (60) days of
written notice by the Licensor. If the Licensee fails to make said repairs or to replace
damage property, the Licensor may, at its option, make such repair or replace damaged
property and the Licensee shall, upon demand by the Licensor, reimburse the Licensor for
Licensor’s costs and expenses in connection therewith.
2.6 Renovations:
2.6.1 If the Premises require renovations or modifications, the Licensee shall detail renovation
requests and submit via email to the Licensor’s point of contact to request necessary
renovations to bring the non-compliant areas into compliance.
2.6.2 The Licensor shall decide whether to proceed with said renovations. If the Licensor agrees
to make the needed renovations and decides to contract to have renovations made, the
Licensor shall follow the appropriate procurement rule, A.C.C. R-7-2-001, et seq., and the
Licensor shall comply, as applicable, with the provisions of the Davis-Bacon Act (40
U.S.C. §§ 276a to 276a-7), the Copeland Act (40 U.S.C. § 276c and 18 U.S.C. §§ 874), and
the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor
standards for federally assisted construction sub-agreements.
2.6.3 Prior to beginning necessary renovations to area, Licensor shall have the option to demand
reimbursement from the Licensee for a portion, or all, of the necessary renovations.
2.6.4 If the Licensor elects to require reimbursement from the Licensee for any, or all, of the
said renovations; the Licensor shall provide the Licensee with written cost of said
renovations prior to beginning any work associated with said renovation or procurement
of materials or services associated with said renovations. Licensor shall determine if
renovations shall become the property of Licensor should the Licensee vacate the facility.
2.6.5 Requested renovations shall be addressed through formal written Amendments processed
for approval as stated in Amendments section.
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2.6.6 The Licensor shall submit an invoice to the Licensee once the renovation work is
completed. Said invoice shall not exceed the cost estimate that was provided to the
Licensee by the Licensor prior to commencement of said renovation work.
2.6.7 It is understood that the Licensee’s ability to reimburse the Licensor for the said
renovations and improvements is subject to the availability of the Licensee to fund the said
renovations.
2.6.8 If the Licensor decides not to make the renovations requested by the Licensee, the
Licensor will provide the Licensee with the option to terminate the Agreement, without
any liability for such termination.
2.7 Technology:
2.7.1 Licensor shall have wired or wireless internet & technology capability available to Licensee
at no additional cost.
2.7.2 Licensor shall allow use of school wired or wireless network for the purpose of:
2.7.2.1 Virtual Desktop Infrastructure (VDI) for computers;
2.7.2.2 Ports for TCP & UDP: 50002 and 4172 opened for VDI use.
2.7.3 If wired or wireless internet cannot be provided by Licensor, Licensor shall allow for
Licensee’s Information Technology staff to install and provide a digital subscriber line
(DSL) on the Premises and Property at no cost to Licensee. Licensee IT staff will need
access to demarc location (the physical point at which the public network of a
telecommunications ends and the private network of a customer begins - this is usually
where the cable physically enters a building) for Century Link, or other provider, to bring
DSL into classrooms.
2.7.4 At least one (1) Data port per classroom will be provided by Licensor to Licensee at no
cost to facilitate DSL to reach Virtual Desktop Infrastructure (VDI) for Licensee’s
computers.
2.8 Furniture, Equipment, and Materials and Supplies:
2.8.1 The Licensor has the right to determine what equipment or personal property may be
brought to the Premises.
2.8.2 Upon written notice from the Licensor, equipment or personal property of the Licensee
identified by the Licensor to be removed from the Premises shall be removed by the
Licensee from the Premises within thirty (30) business days of Licensee’s receipt of said
written notice from the Licensor.
2.8.3 The Licensor is not responsible for any property of the Licensee or of any other
individual’s personal property at the Premises in connection with this Agreement.
2.8.4 The Licensor has no liability for the destruction, theft, vandalism, or other loss or damage
of any such personal property unless such destruction, theft, vandalism, or other loss or
damage is caused by the negligence or willful misconduct of Licensor or Licensor’s agents,
officers or employees.
2.8.5 The Licensee shall provide its own classroom equipment and supplies for the Licensee’s
use and Licensee will determine design and layout of the classroom.
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2.8.6 Licensee shall be responsible for providing additional safety equipment, furniture, material
and supplies as required by the Office of Head Start.
2.8.7 Licensee shall be responsible for providing meals and snacks to program Recipients, staff
and volunteers in the classrooms.
2.9 Licenses:
2.9.1 Licensee shall ensure that the Premises meet licensing requirements by Office of Head
Start and the Arizona Department of Health Services.
2.10 Compliance:
2.10.1 Licensee shall comply with all federal, state and local laws, statutes, rules, regulations,
ordinances, codes and executive orders whether now or hereafter in effect including, but
not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
Compliance, as amended. Additionally, Licensee shall comply with all applicable policies
and administrative regulations of Licensor. Administrative Policies may be found at:
http://policy.azsba.org/asba/Z2Browser2.html?showset=tempehigh.
2.10.2 Licensee affirms that it is and will continue to be compliant with all parts of the
Administrative Simplification Requirements of HIPAA, as amended, including, but not
limited to, the following four (4) sections:
2.10.2.1 Electronic Transactions and code sets
2.10.2.2 Security
2.10.2.3 Unique identifiers
2.10.2.4 Privacy
2.10.3 FERPA. The Parties, their employees and agents shall comply with applicable federal and
state laws pertaining to the maintenance and disclosure of Recipient records, including 20
U.S.C. §1232 (g) of the Family Educational Rights and Privacy Act (“FERPA”) and A.R.S.
§15-141 and §15-142. The Parties hereby designate their respective employees as “school
officials” for the purposes of 34 C.F.R. § 99.31.
2.10.4 Israel. Each Party certifies that it is not currently engaged in, and agrees for the duration of
this Agreement that it will not engage in, a boycott of Israel, as the term is defined in
A.R.S. §35-393.
2.10.5 Nondiscrimination. The Parties agree to comply with all applicable state and federal laws,
rules, regulations and executive orders governing equal employment opportunity,
immigration, nondiscrimination, including the Americans with Disabilities Act, and
affirmative action. There shall be no discrimination or segregation practiced in the
Premises and Property because of race, color, veteran status, disability or sexual
orientation.
2.10.6 Records and Audits. Pursuant to A.R.S.§§ 35-214, 35-215, and 41-2548, all books,
accounts, reports, files and other records relating to this Agreement shall be subject, at all
reasonable times, to inspection and audit by the State during the term of this Agreement
and for five years after the termination of this Agreement.
2.10.7 Immunizations. The Licensee shall ensure each Recipient meets the Arizona School
Immunization Requirements, unless otherwise exempted.
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2.10.8 Fingerprints and Background Checks. The Parties shall ensure that all personnel and any
subcontractors are in compliance with the fingerprinting requirements of A.R.S. § 15-512,
unless otherwise exempted.
2.11 Attendance:
2.11.1 Licensee shall provide Licensor’s office with updated class rosters for Recipients and
Licensee’s employees information including staff contact information email and phone
numbers.
2.11.2 To ensure security measures are followed, Licensee shall provide information to all
parents/volunteers/visitors of the process for entering the Premises.
Article 3. Parties Joint Activities.
3.1 The Parties shall work cooperatively to promote the Head Start program through:
3.1.1 Recruitment and enrollment
3.1.2 Sharing referral information
3.1.3 Parent meetings
3.1.4 Health & Safety programs: fire drills; health screenings, etc.
3.2 The Parties shall make every effort to ensure that priority placement in the Head Start program is
given to the children of Compadre High School student parents.
Article 4. Fees, Costs and Expenses.
4.1 Licensor agrees to provide Licensee use of the Premises for an annual cost of:
4.1.1 $2,185.00, which represents costs for custodial and site supervision service during summer
closure and summer shutdown periods; and
4.1.2 $2,640.00, which represents costs for HVAC during summer closure and summer
shutdown periods
4.2 Licensee agrees to pay a one-time fee of $2,371.65, which represents the cost to install intercom
system and door closer, in order to facilitate access to Premises.
4.3 Licensor shall invoice Licensee for Use costs.
4.3.1 Invoices shall be paid and returned to:
Tempe Union High School District #213
Attn: Diane Meulemans, Assistant Superintendent for Business Services
500 W. Guadalupe Road
Tempe, AZ 85283-3599
4.3.2 Licensor shall submit invoice to point of contact listed in “Notices” section.
4.3.3 Licensee shall remit payment no later than thirty (30) days of receipt of invoice.
4.4 If Parties determine renovations are required, and if Licensee is to be charged for the renovation
costs, the Parties may amend this Agreement to include the cost.
Article 5. Funding
5.1 Funding for this Agreement is provided by the following:
Federal Agency: US Department of Health and Human Services Administration for Children and
Families Office of Head Start
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CFDA No.: 93.600
Award No.: 09HP000105-01-00 Expansion Grant Funds
Grant Term: 3/1/2017 through 8/31/2021
Article 6. Availability of Funds
6.1 This Agreement may be terminated by either Party at the end of any fiscal year due to non-
appropriation of funds without any penalty or liability to the other Party. Each Party’s fiscal year
ends June 30th. Each Party and/or any of its employees, agents, officers, directors, members,
successors or assigns hereby waives any and all rights to bring any claim against the other Party or
its employees, agents, officers, directors, members, successors or assigns from or relating in any
way to the terminating Party’s termination of this Agreement pursuant to these Sections 6.1 and
7.2.
Article 7. Term and Termination of Agreement.
7.1 The term of this Agreement shall be for a two (2) year period and shall retroactively commence on
June 1, 2017 and shall expire on June 30, 2019 (the “Term”). The Parties may extend the Term by
mutual agreement in writing. The Agreement may be terminated by either Party by giving the other
Party at least 30-day written notice. This Agreement shall terminate upon the failure of either Party
to comply with the terms and conditions of this Agreement. Upon full execution by both Parties,
this Agreement replaces in its entirety the previous Agreement dated July 1, 2012 to through June
30, 2017 (C-22-12-082-3-00).
7.2 This Agreement is subject to A.R.S. § 38-511, the provisions of which are incorporated herein by
this reference.
7.3 All notices which shall or may be given pursuant to this Agreement shall be in writing and
transmitted by certified mail, return receipt requested, addressed as shown in Article 22 hereunder.
Article 8. Amendments.
8.1 All Amendments to this Agreement shall be in writing and signed by authorized signers for both
Parties.
Article 9. Governing Law and Venue.
9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of
Arizona. The Parties expressly consent to the exclusive personal jurisdiction and venue of the state
or federal courts sitting in Phoenix, Arizona, for any lawsuit arising from or relating to this
Agreement. The prevailing Party in any action is entitled to its reasonable attorneys’ fees and costs.
Article 10. Entire Agreement.
10.1 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. Each Party has reviewed this Agreement and has had the opportunity to
have it reviewed by legal counsel.
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Article 11. Severability.
11.1 If any of the provisions of this Agreement are found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions will nevertheless continue in
full force and effect without being impaired or invalidated in any way.
Article 12. Indemnification.
12.1 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.
Article 13. Insurance.
13.1 The Parties agree to maintain in full force and effect during the term of this Agreement and any
extension thereof, commercial general liability insurance, or self-insurance, with limits of not less
than $1,000,000 single limit coverage per occurrence for bodily injury, personal injury and property
damage.
13.2 It is understood that both Parties are “Self-Insured” and a Certificate of Insurance shall be
provided by both Parties upon approval of this Agreement.
Article 14. Return of Premises.
14.1 Upon the expiration or earlier termination of this Agreement, Licensee shall restore the Premises to
its original condition, reasonable wear and tear excepted, clean and free of any debris and in good
operating order. Licensee shall repair any damage to the Premises caused by its use of the Premises.
Any personal property of Licensee not removed by the end of the Term or earlier termination date
shall be deemed to have been abandoned by Licensee and may be disposed of or retained by
Licensor as Licensor may desire.
Article 15. Personal Property.
15.1 The Parties acknowledge that all equipment of Licensee shall be deemed property of Licensee. It is
expressly understood and agreed that Licensee retains title to all property Licensee brings onto the
Premises. Licensor shall not be responsible for any damage to any 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 property
of Licensee unless caused by the negligence or misconduct of Licensor.
Article 16. Interruption of Service.
16.1 Notwithstanding the preceding, or anything to the contrary contained herein, the Parties
acknowledge and agree that under no circumstances shall Licensor be liable for damages, costs or
other losses incurred or suffered by Licensee as a result of acts of God, war, national emergency,
governmental restriction/request/ direction/delay, civil commotion, strikes, fire or other
catastrophe, force majeure, and all other causes or events which are beyond the Licensor’s control.
This includes, but is not limited to, any inadequacy, stoppage, surge, interruption or discontinuance
of any telephone, electric or other utility service.
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Article 17. Authority to Execute Agreement/Counterparts.
17.1 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.
17.2 This Agreement may be executed in one or more facsimile counterparts, each of which shall be an
original, and all of which taken together shall constitute a single instrument.
Article 18. No Partnership or Joint Venture.
18.1 The Parties shall be solely responsible for the payment of wages or salary of any type, if any, to all
its employees, officers, directors, staff, contractors and agents.
18.2 Nothing contained in this Agreement shall create any partnership, joint venture or other
arrangement between the Parties. 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.
Article 19. Immigration Laws.
19.1 The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further acknowledges
that:
19.1.1 Its subcontractors, if any, warrant their compliance with all federal immigration laws and
regulations that relate to their employees and their compliance with A.R.S. § 23-214,
subsection A;
19.1.2 A breach of a warranty under sections listed above shall be deemed a material breach of
this License that is subject to penalties up to and including termination of the License.
Article 20. Agreement as License.
20.1 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 as described herein. This Agreement shall not
be construed as a lease, sublease, rental agreement or easement. It is understood and mutually
agreed that Licensee has no interest whatsoever in the Property. Licensee understands and agrees
that Licensor may move Licensee to different physical space within the Premises at any time at the
discretion of the Licensor.
Article 21. Litter and Trash Removal.
21.1 All trash and debris on the Premises that is generated by Licensee must be removed from the site
by Licensor and disposed of in an appropriate manner. Equipment or materials shall not be stored
outside of any enclosure.
Article 22. Notices.
22.1 All notices which shall or may be given pursuant to this Agreement shall be in writing and
transmitted by certified mail, return receipt requested, addressed as follows and shall be effective
when received:
Licensor: Tempe Union High School District #213
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Name: Diane Meulemans, Assistant Superintendent for Business Services
Address: 500 W. Guadalupe Road
Tempe, AZ 85283-3599
Phone Number: 480-839-0292
Email Address: dmeulemans@tempeunion.org
Licensee: Maricopa County,
Name: Alecia Jackson
Address: 234 North Central, 3rd Floor Phoenix AZ 85004
Phone Number: 480-464-9669 x201
Email Address: JACKSONA002@mail.maricopa.gov
With a copy to: Maricopa County Facilities Management Department.
(No invoicing) Attn: Chief Real Estate Officer
2801 W. Durango St
Phoenix, AZ 85009
Article 23. Headings.
23.1 Section and other headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
Article 24. Time is of the Essence.
24.1 Time is of the essence for this Agreement. If the date for performance of any obligation hereunder
or the last day of any time period provided herein shall fall on a Saturday, Sunday or legal holiday of
the State of Arizona, then said date for performance or time period shall expire on the first day
thereafter which is not a Saturday, Sunday or a legal holiday. Unless otherwise specifically indicated
to the contrary, the word “days” as used in this Agreement shall mean and refer to calendar days.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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P-50308
C-22-17-064-L-00
IN WITNESS WHEREOF, this Agreement is made and entered into as of ________________, 2017
APPROVED BY:
APPROVED BY:
MARICOPA COUNTY
TEMPE UNION HIGH SCHOOL DISTRICT
______________________________________ _____________________________________
Authorized Signature Chairman, Board of Supervisors
______________________________________ _____________________________________
Date Date
Attested to:
______________________________________
Clerk of the Board Date
APPROVED AS TO FORM: APPROVED AS TO FORM:
________________________________ _____________________________________
Attorney for the District Attorney for the County
________________________________ _____________________________________
Date Date
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P-50308
C-22-17-064-L-00
Exhibit “A”
Premises
Page 12 of 12