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Rio Verde Fire District and Maricopa County LICENSE FOR THE USE OF REAL PROPERTY with the Maricopa County Sheriff's Office (MCSO) C-50-23-___-X-00 This LICENSE (“License”) is made and entered into by and between Rio Verde Fire District (“RVFD”), a taxing authority fire district in unincorporated Maricopa County, Arizona, and Maricopa County, a political subdivision of the State of Arizona, (“County”) on behalf of the Maricopa County Sheriff's Office (“MCSO”) (collectively, the “Parties”) concerning use of office space by the MCSO in the newly constructed Public Safety Building owned and controlled by the Rio Valley Fire District, located at 17619 E. Rio Verde Drive in Rio Verde, Arizona. This is a non-financial agreement. Recitals Whereas the RVFD owns real property as described in Exhibit A, “Public Safety Building”, that will open on or about October 25, 2022, and Whereas the MCSO has patrol responsibility for unincorporated Maricopa County which includes the Rio Verde Community, Whereas Parties would mutually benefit from a satellite office space at the new Public Safety Building, Therefore, Parties enter into this agreement. Agreement This Agreement is effective October 25, 2022, or upon opening of the Public Safety Building ,;whichever is earlier, and when approved by the Maricopa County Board of Supervisors and signed by all the parties. This agreement will expire December 31, 2030. This agreement may be canceled by either party for any reason with a 30-day written or e-mailed notice. Therefore, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. RVFD agrees: a. To provide MCSO a designated, air-conditioned, unfurnished, “Deputy Office Space” for one MCSO Deputy on the administrative side of its facility, located at the address cited above, at no (-0-) cost to the County or MCSO. b. To include the following space amenities: Use of restroom, kitchen privileges, MCSO parking space(s), and MCSO use of the Community Room at the Public Safety Building for training or official meetings if available and pre-scheduled. c. To provide MCSO access to the building 24 x 7 and ensure that access to the MCSO assigned office space is secured and accessible to MCSO only. d. To provide basic utility service, such as electricity, water, and garbage disposal and sewage, free of charge to MCSO. MCSO agrees: a. To provide the internet and phone/communication device(s), additional infrastructure needs, furnishings and equipment and waste receptacle(s) for the assigned deputy to the designated Public Safety building space. b. To keep assigned space clean and to leave other areas in use as they were before use. Trash is to be emptied regularly in the bin provide outside the Public Safety Building. c. To request use of the Community Room space one week in advance of the event to avoid schedule conflicts. d. To reimburse RVFD for any damages incurred by MCSO employees that are beyond normal wear incurred with normal use. e. To recognize that the Public Safety Building is not a police substation and will not bring prisoners into the facility. f. Upon expiration or termination of this License, MCSO shall restore the property to its original condition, clean and free of any debris and in good operating order. MCSO shall repair any damage caused by its use of the property. Any personal property of MCSO not removed by the end of the license shall be deemed to have been abandoned by MCSO, and RVED dispose of or use the property pursuant to A.R.S. § 12-940, et. seq. Agreement to Hold Harmless: Each Party shall indemnify, defend, and hold harmless the other Party and any of its departments, agencies, officers, or employees from any and all claims, demands, suits, actions, proceedings, loss, cost, and damages of every kind and description, including reasonable attorneys’ fees and/or litigation expenses (collectively referred to in this paragraph as the “Claims”), which may be brought or made against or incurred by such Party on account of loss of or damage to any property or for injuries to or death of any person, to the extent caused by, arising out of, or contributed to, by reasons of any alleged act, omission, professional error, fault, mistake, or negligence of the indemnifying Party, its employees, officers, directors, agents, representatives, or contractors (or their employees, agents, or representatives) in connection with or incident to the performance of this Agreement. The indemnifying Party’s obligations under this paragraph shall not extend to any Claims to the extent caused by the negligence of the other Party. Each Party’s obligations under this paragraph shall survive the termination of this Agreement. Notices: All notices or other correspondence between the Parties regarding this Agreement shall be in writing and mailed or delivered to the respective Parties as follows: 10. If to Rio Verde Fire District: If to MCSO: Fire Chief Chief Deputy Rio Verde Fire District MCcsO 17619 E. Rio Verde Drive 550 W Jackson Street Rio Verde, AZ 85263 Phoenix, AZ 85003 Nothing in this Agreement shall be construed as relieving the Parties of any obligation or responsibility imposed on it by law. The failure of either Party to insist in any one or more instances on performance of any of the terms or conditions of this Agreement, or to exercise any right or privilege contained herein, shall not be considered as thereafter waiving such terms, conditions, rights, or privileges, and they shall remain in full force and effect. The provisions of A.R.S. § 38-511 relating to cancellation of contracts due to conflicts of interest shall apply to this Agreement. A.R.S. § 38-511 applies to each automatic renewal period. The Parties shall comply with all federal, state, local laws, rules, regulations, standards, and Executive Orders, without limitation to those designated within this Agreement. The laws and regulations of the State of Arizona shall govern the rights of the Parties, the performance of this Agreement, and any disputes hereunder. Furthermore, the Parties agree to abide by each Party’s policies to the extent appropriate and required or permitted by law. The Parties to this Agreement agree to comply with A.R.S. Title 41, Chapter 9 (Civil Rights), Arizona Executive Orders 75-5 and 99-4, and any other federal or state laws relating to equal opportunity and non-discrimination, including the Americans with Disabilities Act. No Party shall engage in any form of illegal discrimination with respect to applications for employment or student status or employees or students. To the extent provisions of A.R.S. § 41-4401 are applicable, each Party warrants to the other Party that they will comply with all Federal Immigration laws and regulations that relate to their employees and that each now complies with the E-Verify Program under A.R.S. § 23-214(A). A breach of this warranty will be considered a material breach of this Agreement and may subject the breaching party to penalties up to and including termination of this Agreement. The Parties retain the legal right to inspect the papers of any employee who works pursuant to this Agreement, or any related subcontract, to ensure compliance with the warranty given above. Either Party may conduct a random verification of the employment records of the other Party to ensure compliance with this warranty. A Party will not be considered in material breach of this Agreement if it establishes that it has complied with the employment verification provisions prescribed by 8 USCA § 1324(a) 11, 42) 13, 14. 15. 16. 17. 18. 19: and (b) of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. § 23-214(A). The provisions of this Article must be included in any contract either Party enters into with any and all of its contractors or subcontractors who provide services under this Agreement. MCSO shall provide workers’ compensation insurance, salary, benefits, appropriate equipment, and uniforms for their respective employees assigned to the designated space. Except as otherwise provided by law, specifically A.R.S. § 23-1022(D), in the performance of this Agreement, each Party hereto will be acting in its individual governmental capacity and not as an agent, employee, partner, joint venture, or associate of the other. The employees, agents, or subcontractors of one Party shall not be deemed or construed to be the employees or agents of the other Party. Additionally, Parties acknowledge that under this MOU no RVFD employee or participant is to be considered a County employee, and that no rights of County merit, County retirement, or County personnel rules shall accrue to such individual. RVFD shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall save and hold MCSO harmless with respect thereto. Nothing in this Agreement is intended to create duties or obligations to or rights in third parties not Parties to this Agreement or affect the legal liability of either Party to the Agreement by imposing any standard of care with respect to the maintenance of public facilities different from the standard of care imposed by law. Neither Party shall assign its interest in this Agreement, either in whole or in part. The Parties intend and mutually agree that this License shall be construed as a mere license by RVFD to MCSO to operate within the Premises and Property. This License shall not be construed as a lease, sublease, rental agreement or easement. It is understood and agreed that MCSO and County have no real property interest whatsoever in the Premises or Property. If any part, term, or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law, the validity of the remaining portions and provisions hereof shall not be affected. The laws of the State of Arizona shall govern this Agreement. Venue will be in the Maricopa County Superior Court. In the event of any litigation or arbitration arising out of this Agreement, the substantially prevailing Party in such litigation or arbitration shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, and other costs of litigation. This Agreement represents the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, either expressed or implied, written, or oral. Itis mutually understood and agreed that no alteration or variation of the terms and conditions of this Agreement shall be valid unless made in writing and signed by the Parties. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Faxed, copied, electronic and scanned signatures are acceptable as original signatures. Agreement Concerning Designated Space at Rio Verde Fire District IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year set forth below: Rio Verde Fire District / Maricopa County Board of Supervisors J surfers Signer Approved as to Form Kate Attorney for Rio Verde Fire District Bill Gates, Chairman Attest: Juanita Garza, Clerk of the Board Approved as to Form Deputy County Attorney