LICENSE AGREEMENT WITH CITY OF PEORIA.PDF

P-50242
C-22-
LICENSE AGREEMENT FOR USE OF PEORIA COMMUNITY CENTER
BETWEEN CITY OF PEORIA
AND MARICOPA COUNTY
The License (Agreement) is made on the ____ day of ___________, 2014, between the
CITY OF PEORIA, an Arizona municipal corporation (“City”), and Maricopa County
(“Licensee”), collectively the (“Parties”) and individually a (“Party”)
Term and Termination. The Term of this Agreement shall commence when
executed by both Parties, and expire on the 31st day of December 2018 (the
“Term”). This Agreement may be terminated by either Party by giving the other
Party at least a 30-day written notice. This Agreement shall terminate upon the
failure of Licensee to comply with the terms and conditions of this Agreement.
Rental. Licensee agrees to pay the City, for use of Office Space #127 as
depicted on Exhibit “A” within the Peoria Community Center located at 8335 W.
Jefferson St., Peoria, Arizona 85345 (the “Premises”), the amount of One Dollar
($1.00) per year. The Community Center Premises subject to this Agreement
may be occupied by Licensee from 8:00am to 5:00pm on Monday, Wednesday,
Thursday and Friday except on observed City of Peoria holidays. Additionally,
offices have windows in full view of the public; therefore Licensee agrees to keep
the occupied space clean and free of clutter that would project an unfavorable
image of the City of Peoria.
Purposes. The Premises shall be used for the Workforce Connections programs
and for no other purpose without the prior written consent of the City being first
obtained. The City and Licensee acknowledge that this is a License for
commercial or business space and not subject to the Arizona Residential
Landlord and Tenant Act, A.R.S. §§ 33-1301, et.seq.
Licensee will provide monthly reports to the Community Services Department of
clients served by Licensee at the Community Center. Monthly reports should be
given to or mailed to the Recreation Supervisor at the Peoria Community Center
by the 30th of the following month.
In the event the Licensee requests to make design changes to existing office
furniture, it will be at the sole expense of the Licensee. This would include the
storage of existing office furniture and the cost of returning the office back to its
original design prior to termination of this Agreement.
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Licensee will schedule clients between the hours of 8:00 a.m. – 5:00 p.m.,
Monday, Wednesday, Thursday and Friday as needed.
Buildings and Improvements. The amount of equipment that is located in the
Community Center must remain the same and new equipment will be for
replacement only. Any repairs and replacements will be at the Licensee’s sole
expense. In the event that the Licensee shall fail to remove the fixtures and
improvements after receipt of notice from the City, the City may remove them
and dispose of them as it sees fit, and Licensee agrees to sell, assign, transfer
and set over to the City all of Licensee’s right, title and interest in the buildings,
fixtures, improvements and any personal property not removed by Licensee, for
the sum of One Dollar ($1.00). Licensee further agrees that should the City
remove the fixtures and improvements as above provided, that Licensee will pay
the City upon demand the cost of that removal, plus the cost of transportation
and disposition of that removed.
Licensee’s use of property covered in this Agreement includes office in the
newly-renovated building in the Premises. City operating hours are 8:00 a.m. –
5:00 p.m., Monday through Friday, year round, except on City of Peoria observed
holidays. Access to the Premises may be made twenty-four (24) hours a day,
seven (7) days a week, year round.
Taxes. Licensee shall pay all taxes levied and assessed upon any personal
property, buildings, fixtures and improvements belonging to Licensee and located
upon the Premises, and all possessory interest taxes levied or assessed by any
proper taxing authority.
Repair and Maintenance. Licensee, at Licensee’s expense, shall maintain the
Premises in good, sanitary, and safe condition, as determined by the City.
Notwithstanding the foregoing, the City has no obligation to inspect the Premises,
or to report the condition of same to Licensee or others.
Licensee represents that Licensee has inspected and examined the Premises
and accepts them in their present condition, and agrees that the City shall not be
required to make any improvements or repairs upon the Premises or any part of
them; Licensee agrees to make all improvements and repairs at Licensee’s sole
cost and expense, and agrees to keep the Premises safe and in good order and
condition as the Premises were at the commencement of the term, reasonable
wear and tear by the elements is excepted; Licensee further agrees to leave the
Premises free from all nuisance and dangerous and defective conditions.
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Assignment and Mortgage. The Premises and any portion of them shall not be
sublet, and this Agreement, or any interest in it shall not be assigned,
hypothecated or mortgaged by Licensee, and any attempted assignment,
subletting, hypothecating or mortgaging of this Agreement shall be of no force or
effect, and shall confer no rights upon any assignee, sublessee, mortgagee or
pledgee.
In the event that Licensee shall become incompetent, bankrupt, or insolvent, or
should a guardian, trustee, or receiver be appointed to administer Licensee’s
business or affairs, neither this Agreement nor any interest herein shall become
an asset of such guardian, trustee, or receiver, and in the event of the
appointment of any such guardian, trustee, or receiver, this Agreement shall
immediately terminate and end.
Insurance. Without limiting any liabilities or any other obligations of Licensee,
Licensee, at Licensee’s sole cost and expense, shall obtain and maintain, with
forms and insurers acceptable to the City, the following minimum coverage:
Public liability and property damage insurance indemnifying and holding the City
harmless against any and all claims, and naming the City as an additional
insured, in the amount of One Million Dollars ($1,000.000.00) for injury to any
one person, and One Hundred Thousand Dollars ($100,000.00) for property
damage, and such insurance shall be maintained during the term of this
Agreement.
City understands and acknowledges that Lessee is self-insured. Lessee shall
provide City a Certificate of Self-Insurance upon request.
Indemnification. Licensee shall indemnify and hold harmless the City, its
directors, officers, employees, and agents, for, from and against all claims,
demands, suits and costs including, but not limited to, cost of defense,
reasonable attorneys’ fees, losses, damages, expenses and liabilities, whether
direct or indirect, and whether to any person including, but limited to employees
of the City or Licensee, or property to which the City, its directors, officers,
employees, or agents may be put or subject to by reason of (i) any act or
omission by Licensee, or any of its employees, agents, or invitees; (ii) Licensee’s
use of the Premises or any improvements (construction), maintenance, repair
and use of the Premises by any person or entity, including but not limited to
Licensee, Licensee’s employees, agents, contractors, invitees, or customers; (iii)
the use of the Premises by any person; or (iv) any failure on the part of Licensee,
or any of its employees, or agents to fulfill its obligations hereunder. The
provisions of this Section 9 shall survive revocation and/or termination of this
Agreement.
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Mechanic’s Liens. Licensee agrees that at least thirty (30) days before any
construction work, labor or materials are done, used or expended by Licensee or
on Licensee’s behalf by any person, firm or corporation or by any contractor, that
Licensee will post and record, or cause to be posted and recorded, as provided
by law, a notice of non-responsibility on behalf of the City, giving notice that the
City is not responsible for any work, labor or materials used or expended or to be
used or expended on the Premises.
Permits Statutes and Codes. Licensee shall comply with the applicable
requirements of all statutes, acts, ordinances, regulations, codes and standards
of all legally constituted authorities with jurisdiction. Licensee shall obtain or
cause to be obtained, at Licensee’s expense, all permits, approvals, and
authorizations required by Licensee’s or other’s actions pursuant to this
Agreement.
City’s Right to Inspect. The City may enter any part of the Premises at all
reasonable times to make an inspection thereof. During any construction, the
City may inspect all such work and require conformance with applicable
requirements of all legally constituted authorities with jurisdiction. Said
inspection, however, is not intended nor understood to be nor constitutes more
than a determination that the specifications set forth herein have been complied
with and is not an approval or ratification by the City of the quality or fitness of the
improvements.
Storage and Use of Regulated Products. Licensee shall ensure that there is not
storage or use of any hazardous materials, fuels or other petroleum products,
chemicals, herbicides, pesticides, fertilizers, paint or any other such regulated
products on the Premises without the prior written approval from the City. In the
event of a spill on the Premises of any authorized or unauthorized materials or
products by reason of or related to the exercise of the rights herein granted to
Licensee, Licensee shall immediately notify the City and shall be responsible for
the remediation of such spill and any costs associated therewith. Any
remediation shall be performed in a timely manner in accordance with a plan
approved by the appropriate governmental authority and reasonably acceptable
to the City.
Default; Attorneys’ Fees Upon Default. In the event that Licensee shall be in
default of any payment of any rent or in the performance of any of the terms or
conditions agreed to be kept and performed by Licensee, then in that event, the
City may terminate and end this Agreement, immediately and the City may enter
upon the Premises and remove all persons and property, and Licensee shall not
be entitled to any money paid or any part of that money; in the event the City
shall bring a legal action to enforce any of the terms of this Agreement, or to
obtain possession of the Premises by reason of any default of Licensee, or
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otherwise, Licensee agrees to pay the City all costs.
If the City or Licensee defaults in the timely performance of its obligations under
this Agreement, the Party not in default shall be entitled to recover court costs
and reasonable attorneys’ fees, as determined by a court, in any suit or
proceeding to enforce its rights under this Agreement. The foregoing shall not in
any way limit or restrict any right or remedy at law or equity, which would
otherwise be available to such Party in default.
Notices. Notices required or permitted hereunder shall be given in writing and
personally delivered or sent by registered or certified mail, return receipt
requested, postage prepaid, or by a nationally recognized overnight courier
service (e.g., Federal Express, DHL) addressed as follows:
To the City: City of Peoria
Attention: Carl Swenson, City Manager
8401 West Monroe Street
Peoria, AZ 85345
With a Copy to: City of Peoria
Brenda Rehnke, Recreation Manager
9875 N. 85th Ave
Peoria, Arizona 85345
To Licensee: Maricopa County Workforce Connection
Attn: Stacey Faulkner
1840 N. 95th Ave., Ste. 160
Phoenix, AZ 85037
With a Copy to: Maricopa County Finance Department
Attn: Real Estate Manager
301 W. Jefferson St., Suite 960
Phoenix, AZ 85003
All notices and demands shall be deemed effective upon delivery, if delivered
personally or by overnight courier; or twenty-four (24) hours after deposit in the
U.S. Mail, if by registered or certified mail.
Assignment. Licensee shall not assign, encumber, mortgage or transfer any
rights under this Agreement, or the rights and privileges herein, in whole or in
part, without the City’s prior written consent, which consent may be withheld for
any reason.
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Compliance with Laws. Licensee agrees to comply with all laws, ordinances,
rules and regulations that may apply to the Premises and their use.
Entire Agreement; Change after Execution. This Agreement represents the
entire agreement of the Parties with respect to its subject matter, and all
agreements, oral or written, entered into prior to this Agreement are revoked and
superseded by this Agreement. No representations, warranties, inducements, or
oral agreements have been made by any of the Parties except as expressly set
forth herein. This Agreement may not be changed, modified, or rescinded,
except in writing, signed by both Parties hereto, and any attempt at oral
modification of this Agreement shall be void and of no effect.
Governing Law; Choice of Forum. This Agreement shall be deemed to be made
under, shall be construed in accordance with, and shall be governed by the laws
of the State of Arizona. Any action brought to interpret, enforce, or construe any
provision of this Agreement shall be commenced and maintained in the Superior
Court of the State of Arizona in and for the County of Maricopa (or, as may be
appropriate, in the Justice Courts of Maricopa County).
Waiver. Failure of the City or Licensee to exercise any right, remedy, or option
arising out of a breach of this Agreement shall not be deemed a waiver of any
right, remedy, or option with respect to any subsequent or different breach, or the
continuance of any existing breach.
Right of Entry. The City may enter onto the Premises on an as-needed basis,
despite inconvenience to the Licensee, and Licensee agrees to cooperate with
such.
Cancellation. This Agreement is subject to cancellation for conflict of interest
without penalty or further obligation as provided by A.R.S. § 38-511.
[Signatures on following page]
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P-50242
C-22-
IN WITNESS WHEREOF, the Parties executed this Agreement the date set forth above.
CITY OF PEORIA, Maricopa County, a political subdivision
an Arizona municipal corporation of the State of Arizona
By: ________________________________
Name: Carl Swenson ________________________________
Its: City Manager Chairman of the Board
ATTEST: ATTEST:
By:_________________________________ ________________________________
Clerk of the Board Date
City Clerk
APPROVED AS TO FORM APPROVED AS TO FORM:
By:_________________________________ ________________________________
Name: Stephen M. Kemp Deputy County Attorney Date
Its: City Attorney
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