2014-05-28 LKY REAL ESTATE FUND V LLC - LICENSE AGREEMENT - CLEAN.DOC

NON-EXCLUSIVE REVOCABLE LICENSE AGREEMENT
FOR USE OF REAL PROPERTY
C-94-14-0xx-3-00
P-50247
THIS LICENSE AGREEMENT (this "Agreement") is entered into this _____ day of
________________, 2014, by and between the Maricopa County, a political subdivision
of the State of Arizona ("LICENSEE"), and LKY Real Estate Fund V, LLC, an Arizona
limited liability company or Assignee ("LICENSOR"). ("LICENSOR" and "LICENSEE"
shall collectively be referred to herein as the "PARTIES").
LICENSOR is the owner of an unpaved parking area located on parcel APN
#112-19-129 at 4th Avenue and Lincoln Street in Phoenix, Arizona (the "Property"); and
LICENSEE desires access to, and use of, a portion of the Property for the
purpose of temporary vehicle parking; and
The parties wish to enter into this Agreement, to provide the terms and conditions
pursuant to which LICENSEE may enter upon and use a portion of the Property.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Grant of License. LICENSOR hereby grants to LICENSEE a revocable
non-exclusive license to use the Property as depicted on Exhibit "A" (the "Licensed
Area").
2. Use of Licensed Area. LICENSEE may use the Licensed Area solely for
the purpose of parking of LICENSEE’s vehicles and vehicles of LICENSEE’s
employees, visitors, volunteers, guests and agents associated with the upcoming
primary and general elections. LICENSEE, at LICENSEE's sole cost, shall comply with
all applicable laws, ordinances, orders and regulations with respect to LICENSEE’s use
of the Licensed Area. LICENSEE shall keep the Licensed Area in compliance with all
applicable air quality rules, laws, regulations and ordinances. LICENSEE shall obtain all
necessary permits for LICENSEE’s use of the Leased Area.
3. Term and Termination.
3.1. The term of this Agreement shall be begin as of July 1, 2014, and
expire as of November 30, 2014, unless sooner terminated as provided herein.
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LICENSEE shall have the right to access the Property and the Licensed Area prior to
July 1, 2014, for the purpose of preparing the Licensed Area for air quality compliance.
3.2. Any provision of this Section 3 to the contrary notwithstanding,
LICENSEE or LICENSOR may terminate this License, without cause, on at least 30
days’ prior written notice to the other party.
4. Consideration. Consideration for granting this Agreement will consist of
$1.00, receipt of which is hereby acknowledged by the LICENSOR.
5. Indemnification, Release and Insurance.
5.1. Indemnification. To the fullest extent permitted by law, LICENSEE
shall defend, indemnify, save and hold harmless LICENSOR and its officials, officers,
employees and agents (collectively "Indemnitees") from and against any and all
damages, claims, losses, liabilities, actions or expenses (including, but not limited to,
attorneys' fees, court costs, and the cost of appellate proceedings) (collectively,
"Claims") relating to, arising out of or alleged to have resulted from this Agreement.
LICENSEE's duty to defend, hold harmless and indemnify Indemnitees pursuant to this
section shall arise in connection with any claim, damage, loss or expense that is
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, visitors, volunteers, guests and
agents, 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. It is the specific intention
of the Parties that the Indemnitee shall be indemnified by LICENSEE from and against
all Claims other than those arising from the Indemnitees’ sole negligence. The
LICENSEE will be responsible for primary loss investigation and defense and judgment
costs where this Indemnification applies.
In the event that any action or proceeding shall at any time be brought against
any of the Indemnitees by reason of any claim referred to in this Article, the LICENSEE,
at LICENSEE's sole cost and upon at least 10 days’ written notice from LICENSOR,
shall defend the same with counsel acceptable to LICENSOR, in LICENSOR's sole
discretion.
The LICENSEE's obligations under this Article shall survive the expiration or
earlier termination of this Agreement.
The insurance provisions set forth in this Agreement are separate and
independent from the indemnity provisions of this Article and shall not be construed in
any way to limit the scope and magnitude of this Indemnification, nor shall this
Indemnification be construed in any way to limit the scope, magnitude or applicability of
the insurance provisions.
5.2. Release. In consideration of the granting of this Agreement,
LICENSEE voluntarily and knowingly releases and discharges LICENSOR and its
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agents, contractors, employees, members, officers 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.
5.3. Insurance. LICENSEE will maintain adequate insurance (which
may include a bona fide self-insurance program) to cover any liability arising from
LICENSEE's use of the Licensed Area.
6. LICENSEE agrees to be responsible for the conduct of its employees,
visitors, volunteers, guests and agents who enter onto the Licensed Area pursuant to
this Agreement and for any damage or harm they may cause in the course of utilizing
the Licensed Area.
7. This LICENSE shall be automatically revoked in the event of, or at such
time that the LICENSEE fails to comply with the express terms of this Agreement,
unless said failure is not cured within 10 business days of date of notice to cure.
8. Written notices shall be sent to the following contacts:
LICENSOR: Mr. Larry K. Yount
LKY Real Estate Fund V, LLC
5040 E. Shea Boulevard, Suite 254
Scottsdale, AZ 85254
LICENSEE: Maricopa County Finance Department
Attention: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
THIS AGREEMENT shall be binding upon and inure to the benefit of the respective
parties, their successors, personal representatives and assigns, shall be governed by
and constructed under the laws of the State of Arizona and is subject to cancellation
pursuant to A.R.S. § 38-511.
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IN WITNESS WHEREOF, the parties have hereunder set their signatures on the day
and year first written above.
LICENSEE: LICENSOR:
MARICOPA COUNTY LKY Real Estate Fund V, LLC
By By
Chairman of the Board LKY Investments, LLC
Larry K. Yount, Manager
ATTEST:
Clerk of the Board
Approved as to form:
Deputy County Attorney
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EXHIBIT "A"
LICENSED AREA
Parcel APN # 112-19-129
4th Avenue and Lincoln Street
Phoenix, AZ
Licensed Area
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