P-50119 LIC AGREEMENT RE AMD 4 DONOR NETWORK OF AZ.PDF

LICENSE No. P50119 AMENDMENT No. 04
C-18-08-018-1-04
AMENDMENT No. 4 TO LICENSE AND FEE AGREEMENT
FOR USE OF REAL PROPERTY
BETWEEN
DONOR NETWORK OF ARIZONA, LICENSEE
AND
MARICOPA COUNTY, LICENSOR
RECITALS
A. Licensor and Licensee collectively (the “Parties”) are Parties to that certain License and
Fee Agreement No. P50119 dated and approved by the Maricopa County Board of
Supervisors on October 31, 2007 and subsequently amended October 27, 2009,
November 1, 2011 and September 25, 2013 (the “License”). The License is for non-
exclusive use of space located at 701 W. Jefferson Street, Phoenix, AZ 85007, consisting
of a 400 square foot Tissue Recovery Room.
B. The term of the License expires June 30, 2016.
C. Licensor and Licensee now mutually desire to amend the License to extend the term,
update insurance requirements, add a Licensor notice contact and delete Paragraph 16
from the License.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, receipt and sufficiency of which is hereby acknowledged, Licensor and
Licensee agree to amend License No. P50119 as follows:
1. The term of the License is hereby extended 3 (three) years to expire June 30, 2019. This
License is subject to termination pursuant to the provisions of A.R.S. 38-511, the
provisions of which are incorporated herein by this reference. Licensor may terminate the
License without cause upon 90-days’ written notice. Licensee and/or any of its
employees, agents, officers, directors, members, successors or assigns hereby waives any
and all rights to bring any claim against Licensor or its employees, agents, officers,
directors, members, successors or assigns from or relating in any way to Licensor’s
termination of this License.
2. Licensee shall reimburse Licensor for use of the Tissue Recovery Room at a rate of Five
Hundred Dollars ($500.00) per individual donor case regardless of the outcome plus all
applicable taxes.
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3. Paragraph 4 of the License is deleted in its entirety and replaced with the following:
4. To the fullest extent permitted by law, and except for the willful misconduct of
Licensor, Licensee shall defend, hold harmless and indemnify Licensor and all of
its officers, employees, agents, and volunteers from and against any and all
damages, claims, losses, liabilities, actions or expenses (including, but not limited
to attorneys’ fees, expert witness fees, court costs, and attorneys’ fees and costs of
appellate proceedings) (collectively “Claims”) relating to, arising out of or alleged
to have resulted from this Agreement. The Licensee’s duty to defend, hold
harmless and indemnify Licensor pursuant to this section shall arise in connection
with any claim, damage, loss or expense that is attributable or alleged to be
attributable to bodily injury, sickness, disease, including death, or to injury to,
impairment, or destruction of property, including but not limited to personal
property belonging to Licensee and Licensee’s employees, arising from or related
to this Agreement, including claims resulting in whole or in part from the acts,
errors, mistakes, omissions, work or services of the Licensee or anyone for whose
acts the Licensee may be legally liable. The Licensee will be responsible for
primary loss investigation and defense and judgment costs where this
Indemnification applies. Licensee’s obligations under this section shall survive
the expiration or earlier termination of this Agreement. The amount and type of
insurance coverage requirements set forth herein will in no way be construed as
limiting the scope of the indemnity in this paragraph.
4.1 In consideration of the granting of this Agreement, Licensee voluntarily and
knowingly releases and discharges Licensor and its agents, contractors,
employees, members, officials 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.
4.2 Licensee and its agents shall obtain and keep in force the following insurance to
be issued by insurance carriers with a minimum category rating in A.M. Best’s of
B++ or better, as set forth below:
a) Worker’s Compensation – Statutory Limit;
b) General Liability - $2,000,000;
c) Excess Liability - $4,000,000;
d) Automobile Liability - $1,000,000 (if applicable);
All Errors and Omissions coverage must be “occurrence coverage”, or Licensee
must provide “tail” coverage. This means that the coverage will cover claims that
incurred during the event but were not reported until a later time.
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4.3 Licensor, its officers, directors, agents and employees shall be named as
Additional Insured and Certificate Holders under the policies of insurance set
forth in Subsection 4.1, for any and all purposes arising out of or connected to the
services provided pursuant to this Agreement.
4.4 Licensor shall be a Certificate Holder for Subsection 4.1.
4.5 Before providing the services as defined above, Licensee shall furnish Licensor
with Certificates of Insurance evidencing coverage required by this Article. The
certificates shall identify Licensor as additional insured and shall be signed by a
person authorized by that insurer to bind coverage on its behalf.
4.6 All obligations for occurrence coverage shall survive termination of this
Agreement. Other insurance policies required hereby shall expressly provide that
such policies shall not be canceled, terminated or materially altered without thirty
(30) days prior written notice to Licensor.
4.7 Licensee shall, and shall cause its agents to comply at all times with all applicable
municipal, county, state, federal or other governmental laws, statutes, codes,
regulations and other requirements, including, without limitation, environmental
health safety and police requirements and regulations respecting the Premises.
This compliance shall be at Licensee’s sole cost and expense. Licensee shall be
solely responsible for any and all chemical or toxic waste or other “hazardous
material” disbursement or release of any kind whatsoever, which is caused by
Licensee and its agents, whether accidental or intentional, and will be solely
responsible for the actual “clean-up” should any material be released on the
Premises. In addition, Licensee will be responsible for any cost and expense
associated with said clean-up. As used herein, the term “hazardous materials”
shall mean any materials identified as “hazardous materials” in any municipal,
county, state, federal or other governmental laws, statutes, codes and regulations.
This includes, but is not limited to, blood and bodily fluids.
4.8 All insurance obligations of this Article shall survive termination of this
Agreement.
4.9 It is understood that Licensor is “Self-Insured” and a Certificate of Insurance shall
be provided by County upon approval of this Agreement by the Parties.
4. Paragraph 7 of the License has the following added to it:
With a copy to: Maricopa County Facilities Management
Attn: Chief Real Estate Officer
2801 W. Durango Street
Phoenix, AZ 85009
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5. Paragraph 16 of the License is deleted in its entirety.
6. The effective date of this Amendment No. 4 is the date of execution by the Maricopa
County Board of Supervisors.
7. The foregoing paragraphs contain all the changes made to the License by this
Amendment No. 4. All other terms and conditions of the License and subsequent
amendments remain the same and in full force and effect.
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LICENSE No. P50119 AMENDMENT No. 04
C-18-08-018-1-04
IN WITNESS WHEREOF, the parties have signed this Amendment No. 4:
LICENSEE: LICENSOR:
Donor Network of Arizona Maricopa County
____________________________________ ____________________________________
Tim Brown, President & CEO Clint Hickman, Chairman of the Board
ATTEST:
____________________________________
Date
____________________________________
Clerk of the Board Date
This Amendment has been reviewed by the undersigned Attorney, who has determined that it is
proper in form and is within the power and authority granted under the laws of the State of
Arizona.
____________________________________
Deputy County Attorney Date
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