WIC LICENSE P-50298 WITH DVUSD (00).PDF

P-50298
C-86-17-_____-L-00
REVOCABLE LICENSE AGREEMENT
Between
DEER VALLEY UNIFIED SCHOOL DISTRICT
And
MARICOPA COUNTY
THIS Revocable License Agreement (the “Agreement”) is made and entered into by and
between Deer Valley Unified School District, an Arizona school district, hereinafter referred to
as ("Licensor”), and Maricopa County, a political subdivision of the State of Arizona, hereinafter
referred to as ("Licensee"), (“Licensor” and “Licensee” shall collectively be referred to herein as the
“Parties”).
WITNESSETH
WHEREAS, Licensor owns certain real property as described and/or depicted in Exhibit “A”
which is attached hereto and made a part of this Agreement (the “Property”) and Licensee desires
to use an area within the Property, also as described on Exhibit “A” (the “Premises”) for the
Permitted Use as hereafter defined; and
WHEREAS, Licensee desires short-term, revocable, non-exclusive use of the Premises solely for
the purpose as stipulated in Exhibit “B” (the “Permitted Use”) which is attached hereto and made
a part of this Agreement; and
WHEREAS, Licensee has determined that the Premises is suitable for the Permitted Use.
NOW THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, the PARTIES agree as
follows:
I. TERM
1. The accuracy of the foregoing recitals is acknowledged and by this reference incorporated
into this Agreement.
2. This Agreement shall be effective upon execution by Licensor and Licensee for a period of
time as stipulated in Exhibit “C” (the “Term”) which is attached hereto and made a part of
this Agreement, unless terminated earlier, pursuant to the terms of this Agreement.
II. SCOPE
Upon execution of this Agreement, Licensor shall make the Premises available to Licensee for
the Permitted Use as follows:
1. Licensor shall allow Licensee access to the Premises for the Permitted Use.

2. Licensee shall use the Premises for only the Permitted Use and none other.
3. Unauthorized use of Premises or the Property by the Licensee may be considered by
Licensor to be sufficient cause for the immediate termination of the Agreement. Failure by
Licensee to comply with specific requirements of this Agreement will constitute an event
of default and will be sufficient cause for termination of the Agreement.
4. Licensee, at its sole cost and expense, shall be responsible to comply with all local, state
and federal codes, laws, statutes, 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 comply with any and all security procedures and
background checks as may be required by Licensor.
5. Licensee, at its sole cost and expense, shall keep the Premises in a clean, safe and usable
condition at all times.
6. Licensor shall provide janitorial and trash removal to the Premises.
7. Licensee shall pay Licensor a Use Fee as stipulated in Exhibit “D” (the “Use Fee”) which
is attached hereto and made a part of this Agreement.
III. ENTRY AND INSPECTION
Licensor shall have the right at all times but shall not be required to enter onto and inspect the
Premises. Licensor will notify Licensee of any unsatisfactory condition. Licensee shall take
immediate action to correct such condition(s) at Licensee’s expense. Any failure of Licensee to
immediately remedy an unsatisfactory condition after receiving notice from Licensor shall
constitute an event of default and will be sufficient cause for termination of this Agreement.
IV. LIABILITY
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.
V. ASSIGNMENT AND SUBLETTING
Licensee does not have the right to assign this Agreement or allow any other person or entity to
use or occupy any of the Property without the prior written consent of Licensor, which consent
may be granted or withheld in Licensor's sole discretion.
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VI. DEFAULT
If Licensee fails to comply with or observe any other provision of this Agreement, in addition to
any other remedy that may be available to Licensor, whether at law or in equity, Licensor may
terminate this Agreement and all rights of Licensee with 30-days’ notice.
VII. INTERPRETATION
This Agreement constitutes the entire agreement and understanding of the parties with respect to
its subject matter. No prior or contemporaneous agreement or understanding will be effective.
This Agreement may not be modified or amended except by written instrument signed by both
parties. This Agreement shall be governed by the laws of Arizona, the courts of which state shall
have jurisdiction over its subject matter.
VIII. RELATIONSHIP
Neither Licensor nor any personnel of Licensor will for any purpose be considered employees or
agents of Licensee. Licensor assumes full responsibility for the actions of Licensor's personnel,
and is solely responsible for their supervision, daily direction and control, payment of salary
(including withholding income taxes and social security), worker's compensation and disability
benefits.
IX. AUTHORITY
The individual signing below on behalf of Licensor hereby represents and warrants that s/he is
duly authorized to execute and deliver this Agreement on behalf of Licensor and that this
Agreement is binding upon Licensor in accordance with its terms.
X. CONFLICT OF INTEREST
This Agreement is subject to the provisions of A.R.S. § 38-511.
XI. INSURANCE
Licensor acknowledges that Licensee is self-insured.
XII. APPLICABLE LAW
This Agreement and all obligations upon the LICENSOR or the Licensee arising therefrom shall
be subject to any limitations of budget law or other applicable local law or regulation. The
PARTIES hereto shall comply with all applicable federal, state and local statutes, ordinances,
regulations, rules, standards and executive orders. The terms of this Agreement shall be
construed in accordance with the laws of the State of Arizona and any action thereon shall be
brought in the appropriate court located in Maricopa County, Arizona.
XIII. 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
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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.
XIV. NOTICES
All notices provided for herein shall be in writing and sent by certified mail or personal delivery
to the Parties at the following addresses:
Licensor: Deer Valley Unified School District
Attn: Dale Splittberger
20402 North 15th Avenue
Phoenix, AZ 85027
Licensee: Maricopa County
Attn: Chief Real Estate Officer
2801 W. Durango Street
Phoenix, AZ 85009
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
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P-50298
C-86-17-_____-L-00
IN WITNESS WHEREOF, the Parties enter into this AGREEMENT this _______ day of
_____________________, 2017.
Licensor: Licensee:
Deer Valley Unified School District Maricopa County
____________________________________ ____________________________________
Heather Mock Date Denny Barney
Business Manager Chairman, Board of Supervisors
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED as to FORM:
____________________________________
Deputy County Attorney Date
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P-50298
C-86-17-_____-L-00
Exhibit “A”
Property and Premises
Room B101 (“Premises”) of the Licensor “Facility” located at 18440 North 15th Avenue,
Phoenix, AZ 85023 (“Property”), as designated below:
Room B101
20402 North 15th Avenue
Phoenix, AZ 85027
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P-50298
C-86-17-_____-L-00
Exhibit “B”
Permitted Use
Licensee shall have exclusive use of the Premises for the operation of the County Women,
Infant and Children Program (WIC) including associated strategic partners (“Permitted Use”).
Licensee shall have access to the Premises for full time clinic operations during school business
hours during the school academic year as well as modified business hours during the school
summer break. Licensee is hereby granted a non-exclusive right to use in common with
Licensor, other tenants, licensees and occupants and other parties authorized by Licensor, their
respective employees agents, contractors, customers and invitees, such sidewalks, hallways,
stairways, toilets and other common areas and facilities as Licensor shall from time to time
designate for common use (“Common Areas”).
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P-50298
C-86-17-_____-L-00
Exhibit “C”
Term
The Term shall commence retroactively from October 1, 2016 and expire September
30, 2018. The Parties may renew the Agreement for one (1) additional 2-year term upon
written mutual agreement.
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P-50298
C-86-17-_____-L-00
Exhibit “D”
Use Fee
The use fee shall be Four Hundred Fifty Dollars ($450.00) per month, gross, from
October 1, 2016, through September 30, 2017;
The use fee shall be Nine Hundred Dollars ($900.00) per month, gross, from October 1,
2017, through September 30, 2018.
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