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P-50273 C-50-16-014-M-00 Facilities Use Revocable License Agreement between Maricopa County and Banner Health for Use of Real Property This Facilities Use Revocable License Agreement (the Agreement”) is made and entered into by and between Maricopa County, a political subdivision of the State of Arizona (“County”) and Banner Health, Inc., an Arizona non-profit hospital/health care corporation, (“Licensee”) together (the “Parties”). RECITALS A. The County owns certain real property, known as the Sheriff’s K-9 training obstacle course, located at the northwest corner of 35th Avenue and West Gibson Lane in Phoenix, Arizona, as indicated in Exhibit “A” (the “Premises”) which is attached hereto and made a part of this Agreement. B. Licensee desires use of the Premises for the sole purpose of training its K-9 force (the “Use”). C. The County has determined the Use is not commercial in nature. D. The Licensee has determined the Premises are suitable for the Use. NOW, THEREFORE, in consideration of the foregoing recitals and other consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Term and Termination 1.1 The Term of this Agreement shall begin on September 9, 2015 through and shall end on August 31, 2017 and may be terminated with or without cause with a 30-day written notice by either Party. This Agreement shall terminate upon the failure of Licensee to comply with the terms and conditions of this Agreement. The Agreement may be extended by written mutual agreement of both Parties. All amendments to this agreement shall be in writing and signed by all parties. 1.2 There are no representations or other provisions other than those contained herein, and any amendment or modification of the Agreement shall be made only in writing and signed by the authorized representatives to this Agreement as identified under “Notices.” 1.3 Notice is given that pursuant to A.R.S. § 38-511, the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S §38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. 2. Subject Premises 2.1 The County will provide Licensee access to the Premises during the Term (defined below) for the Use. 2.2 There is limited parking designated at the Premise during the Use as depicted in Exhibit “A”. Parking shall be at Licensee’s own risk and shall be on a “first come first served” basis. Parked vehicles must allow vehicles and other traffic to pass. 2.3 Licensee may use this Premises only for K-9 training and no other purpose or function and only Licensee K-9 handlers and dogs are allowed per this Agreement to use the K-9 Obstacle Course at the Premises. 2.4 Licensee shall provide a designated Qualified Trainer, whose Qualified K-9 Trainer credential(s), name and contact information will be on file with the Maricopa County Sheriff’s Office (“MCSO”) SWAT Division, who will be responsible for: a) locking and unlocking the entry gate to the Premises, b) being physically present the entire time the Premises are used by Licensee and c) ensuring that Premises are used according to the terms of this agreement. 2.5 All K-9’s brought to the Premises must be healthy, disease-free and have current immunizations. Licensee shall provide proof of current immunizations upon request. 2.6 Licensee K-9 handlers agree to not permit their K-9’s to break (defecate or urinate) at any time inside the fenced perimeter of the K-9 Obstacle Training course. Licensee K-9 handlers are responsible for picking up and hauling away with them any type of waste generated by them or their K-9’s in conjunction with Premises’ Use. Licensee shall not use County waste receptacles. 2.7 Licensee will submit a request for use of Premises at least thirty (30) days in advance to: Sgt. Mike Lawson: 602-876-1805 or m_lawson@mcso.maricopa.gov. 2.8 Following each Use and at the end of the Term or earlier expiration of the Agreement, Licensee employees or authorized agents shall leave the Premises exactly as they found it, clean and free of any debris. 2.9 The designated Qualified Trainer will report any injuries or damage to facilities and equipment to Maricopa County Sheriff’s radio control (at 602-876-1030) requesting the Maricopa County Sheriff’s K-9 on-duty supervisor and provide a full report of any injuries or damage to the facility. 2.10 Licensee will ensure its Qualified Trainer and employees or representatives attend the MCSO course orientation session before using the facility. 3. Indemnification and Insurance: 3.1 Licensee shall indemnify, defend, save and hold harmless the County and MCSO, County's departments, boards, commissions, and its officers, officials, agents, and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation)(hereinafter referred to as "Claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused in whole or in part, by the negligent or willful acts or omissions of Licensee or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of or recovered under the Workers' Compensation Law or arising out of the failure of Licensee to conform to any federal, state or local, law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Licensee from and against any and all claims. It is agreed that Licensee will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of this agreement, Banner agrees to waive all rights of subrogation against the County and the Maricopa County Sheriff's Office, the officers, officials, agents, and employees thereof for losses arising under this agreement. 3.2 Licensee shall maintain the insurance required by County. Policy shall include bodily injury, property damage, workers compensation, business auto liability, and broad form contractual liability coverage. Minimum Limits: General Aggregate $2,000,000 Products/Completed Operations Aggregate $4,000,000 Each Occurrence Limit $2,000,000 Personal/Advertising Injury $1,000,000 Workers Compensation $1,000,000 Auto Liability (combined single limit) $1,000,000 Licensee shall provide to County a Certificate of Insurance Coverage with limits designated in this Agreement naming Maricopa County, its agents, representatives, officers, volunteers and employees, as Additional Insureds prior to using the Premises. 4. Prohibition of Discrimination. 4.1 Licensee shall comply with Executive Order 2009-9, which mandates that all persons, regardless of race, color, religion, sex, age, national origin or political affiliation shall have equal access to employment opportunities, and all other applicable State and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. Banner shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. 5. Compliance Requirements for A.R.S. § 41-4401 – Immigration Laws and E- Verify Requirement. 5.1 Licensee warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (that subsection reads: "After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program.) a. A breach of warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of agreement and Licensee may be subject to penalties up to and including termination of the Contract. b. The County retains the legal right to inspect the papers of any employee who works on the agreement to ensure that Licensee or subcontractor is complying with the terms of the operative paragraphs set forth above. 6. Relationship 6.1 Licensee and its employees are not to be considered officers, employees, or agents of MCSO or COUNTY, and by the terms of this Agreement, Licensee and the relationship established herein is not one of joint venture, partnership or any other business relationship, other than as set forth by the terms herein. 7. Notices 7.1 This Agreement shall be governed and interpreted by the laws of the State of Arizona, including the Arizona Procurement Code (A.R.S. 41-2501 et seq.) and the administrative rules promulgated thereunder (AAC R2-7-901 et seq.). 7.2 All notices relative to this Agreement to be given by one party to the other shall be in writing, sent via certified mail or personally delivered to each as indicated. a. Contractual notices relative to this Agreement shall be addressed to: Banner Health: MCSO: Rebecca Havlisch Lee Ann Bohn, Executive Chief 2025 N. 3rd St., Suite 300 Maricopa County Sheriff’s Office Phoenix, AZ 85006 Administration 550 W Jackson Phoenix, AZ 85003 With a copy to: Maricopa County Facilities Management Attn: Deputy Chief Real Estate Officer 2801 W. Durango Street Phoenix, AZ 85009 b. Programmatic notices relative to this Agreement shall be addressed to: Banner Health, Inc. MCSO: Rebecca Havlisch Chief Joe Rodriquez 2025 N. 3rd St., Suite 300 Maricopa County Sheriff’s Office Phoenix, AZ 85006 Patrol Bureau 550 W Jackson Phoenix, AZ 85003 P-50273 C-50-16-014-M-00 IN WITNESS WHEREOF, the parties enter into this Agreement. Banner Health, Inc. Maricopa County Board of Supervisors ____________________________________ ____________________________________ Rebecca Havlisch, Vice President Date Steve Chucri, Chairman of the Board ____________________________________ Attorney for Banner Health ATTEST: ____________________________________ Fran McCarroll Date Clerk of the Board APPROVED AS TO FORM: ____________________________________ Deputy County Attorney Date P-50273 C-50-16-014-M-00 Exhibit A Premises and Parking Parking Parking Premises