LICENSE AGREEMENT WITH SENTINEL ELEMENTARY SCHOOL DISTRICT.PDF
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LICENSE AGREEMENT This license is entered into by and between the following Parties. LICENSOR: SENTINEL ELEMENTARY SCHOOL DISTRICT NUMBER 71 OF MARICOPA COUNTY, a political subdivision of the State of Arizona LICENSEE: MARICOPA COUNTY, a political subdivision of the State of Arizona RECITALS WHEREAS, LICENSOR owns certain real property as described and/or depicted in Exhibit “A” which is attached hereto and made a part of this Agreement (“Property”) and WHEREAS, LICENSEE desires to use an area within the Property (“Premises”) as depicted in Exhibit “A” which is attached hereto and made a part of this Agreement; and WHEREAS, LICENSEE desires, non-exclusive use of the Premises for the Permitted Use as herein defined; and WHEREAS, LICENSEE has determined that the Premises is suitable for the Permitted Use; and WHEREAS, LICENSOR and LICENSEE, collectively referred to herein as Parties” or individually as a “Party”, desire to enter into this Agreement under which LICENSEE may enter upon and use the Premises and Property as described herein. AGREEMENT NOW 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 hereto agree as follows: 1. TERM AND TERMINATION 1.1. The Recitals, by this reference, are hereby incorporated in this License. 1.2. This License shall be effective and commence as of the last date executed below and have a term of five (5) years. 1.3. This License may be extended for one (1) additional five (5) year period with mutual consent of the Parties. Such extension shall be requested by LICENSEE in writing to LICENSOR at least 90 days prior to the expiration date of this Agreement. Extension shall be executed by an amendment to this Agreement. 1.4. This License may be terminated by LICENSOR or LICENSSEE for any reason or no reason without any liability of any kind to the other Party, except as otherwise provided for herein, upon giving thirty (30) days prior written notice of termination to the other Party, or at any other time by mutual agreement of the Parties. 2. PERMITTED USE Upon execution of this License, LICENSOR grants LICENSEE a non-exclusive license for the Permitted Use as follows: 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. LICENSOR shall allow LICENSEE and its agents, employees, contractors, volunteers and invitees access to, and use of, the Premises, a fenced in storage site with an area of no more than 40 feet by 40 feet. Items to be stored will include, but not be limited to, emergency barricades and signs for use by Maricopa County personnel when rainfall events necessitate the closing of Maricopa County roadways in the vicinity. Pursuant to a prior agreement, the County has installed 2 steel storage containers and surface stabilization material on the Premises which will remain in place under this License. LICENSEE shall use the Premises for only the Permitted Use and none other. Unauthorized use of the Premises or the Property by the LICENSEE may be considered by LICENSOR to be sufficient cause for the immediate termination of this Agreement. Failure by LICENSEE to comply with specific requirements of this Agreement will constitute an event of default and will be sufficient cause termination of the Agreement. LICENSOR shall not identify the LICENSEE or Maricopa County, including use on any signs or advertising or in any manner that indicates any affiliation with Maricopa County. LICENSOR, at LICENSOR’S sole discretion may require LICENSEE to move or reposition the storage containers at LICENSEE’S sole cost and expense. LICENSEE, at its sole cost and expense, shall be responsible to comply with all laws, ordinances, orders, rules and regulations of any governmental authority whether now or hereafter in effect associated with LICENSEE’S use of the Premises. LICENSEE shall comply with any and all security procedures and background checks as may be required by LICENSOR. LICENSEE, at its sole cost and expense, shall remove any and all trash and debris related to the permitted use from the Premises and dispose of in an appropriate manner. 3. NOTICES All notices provided for herein shall be in writing and sent by certified mail or hand delivered to the Parties at the following addresses: LICENSOR: Sentinel Elementary School District No. 71 Attention: Trixie Skousen, President 53802 West Old US Highway 80 Sentinel, AZ 85333 LICENSEE: Maricopa County Real Estate Department Attention: Property Management 2801 W Durango Street Phoenix, AZ 85009 4. OWNERSHIP OF EQUIPMENT LICENSOR and LICENSEE acknowledge that all equipment and improvements of LICENSEE shall be deemed personal property of LICENSEE. It is expressly understood and agreed that LICENSEE retains title to all personal property LICENSEE brings onto the Premises. 5. AGREEMENT AS LICENSE The Parties intend and mutually agree that this License shall be construed as a mere license by LICENSOR to LICENSEE to operate within the Premises. This License shall not be construed as a lease, sublease, rental agreement or easement. It is understood and mutually agreed that LICENSEE has no interest whatsoever in the Premises or the Property. 6. NO PARTNERSHIP OR JOINT VENTURE Nothing contained in this License shall create any partnership, joint venture or other arrangement between LICENSOR and LICENSEE. Except as expressly provided herein, no term or provision of this Agreement is intended or shall be for the benefit of any person or entity not a Party hereto, and no such other person or entity shall have any right or cause of action hereunder. 7. APPLICABLE LAW This License and all obligations upon the LICENSOR or the LICENSEE arising therefrom shall be subject to any limitations of budget law or other applicable local law or regulation. The Parties hereto shall comply with all applicable federal, state and local statutes, ordinances, regulations, rules, standards and executive orders. The terms of this License shall be construed in accordance with the laws of the State of Arizona and any action thereon shall be brought in the appropriate court located in Maricopa County, Arizona . 8. MODIFICATIONS TO AGREEMENT This License may be modified by a written amendment that is duly executed by each Party’s authorized representative(s). 9, RETURN OF PREMISES Upon expiration or earlier termination of this License, LICENSEE shall restore the Premises as close as possible to its original condition, clean and free of any personal property or debris and in good operating order. LICENSEE shall repair any damage to the Premises caused by its use of the Premises pursuant to the terms of this License. Any personal property of LICENSEE not removed by the end of the Term or earlier termination date shall be deemed to have been abandoned by LICENSEE and may be disposed of or retained by LICENSOR as LICENSOR may desire. 10. NON-WAIVER The failure of either LICENSEE or LICENSOR to insist upon the complete performance of any of the terms and provisions of this License be performed on the part of the other, or to take any action permitted as result thereof, shall not constitute a waiver or relinquishment of the right to insist upon full and complete performance of the same, or any other covenant or condition, either in the past or in the future. 11. CONFLICT OF INTEREST This License is subject to the provision of A.R.S. § 38-511 and may be cancelled by LICENSEE pursuant thereto without any penalty or liability to LICENSEE. 12. ENTIRE AGREEMENT This License and all Exhibits attached hereto sets forth all of the covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties other than as set forth herein, and those agreements which are executed contemporaneously herewith. This License shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the Party drafting this License. This License cannot be modified or changed except by a written instrument executed by all of the Parties hereto. Each Party has reviewed this License and has had the opportunity to have it reviewed by legal counsel. 13. INDEMNIFICATION To the extent permitted by law, each Party will indemnify, defend and save the other Party harmless, including any of the Party’s departments, agencies, officers, employees, elected officials or agents, from and against all loss, expense, damage or claim of any nature whatsoever which is caused by any activity, condition or event arising out of the negligent performance or nonperformance by the indemnifying Party of any of the provisions of this License. By entering into this License, each Party indemnifies the other against all liability, losses and damages of any nature for or on account of any injuries or death of persons or damages to or destruction of property arising out of or in any way connected with the performance or nonperformance of this License, except such injury or damage as shall have been caused or contributed to by the negligence of that other Party. The damages which are the subject of this indemnity shall include but not be limited to the damages incurred by any Party, its departments, agencies, officers, employees, elected officials or agents. In the event of an action, the damages which are the subject of this indemnity shall include costs, expenses of litigation and reasonable attorney’s fees. 14. INSURANCE LICENSEE shall maintain insurance coverage for losses associated with this Agreement in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate. The Parties acknowledge that LICENSEE is self-insured as provided in A.R.S. 11-981, and this self- insurance fully complies with the requirement under this section. Proof of Self Insurance can be provided upon request of the other Party. 15. COUNTERPARTS This License may be executed in two or more counterparts, each of which shall be deemed an original; but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument. 16. DELEGATION OF AUTHORITY Since this License will require administrative action from time to time to carry out the intent of the Agreement, both the Maricopa County Department of Transportation Director and the Real Estate Director for Maricopa County each, individually and separately, are hereby given the authority and charged with the responsibility for proper administration of this License, whether or not specific authority is granted in any provision of this License. 17. AUTHORITY TO EXECUTE No later than the date of full execution of this License, any individual executing this License on behalf of LICENSOR shall provide documentation that he/she is duly authorized to execute and deliver this License on behalf of said corporation, person, firm, partnership or other entity and that this License is binding on said entity in accordance with its terms. IN WITNESS WHEREOF, the Parties enter into this AGREEMENT. LICENSOR ACCEPTED AND APPROVED BY: Sentinel Elementary School District Number 71 Vik Waren _¢-14-24 Trixie Skolisen, Président Date Clerk Date STATE OF ARIZONA ) )ss COUNTY OF MARICOPA ) On this__\"]_ day of agus 20 UL, before me, Dunetle Maynes Rosennna Conner personally appeared Tye SKousy~ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the state of Arizona that the foregoing paragraph is true and correct. Witness my hand and official seal. Subscribed and sworn to before me this _}7_, day of Rugust Oeste Maryse ANNETTE MAYNES Notary Public Notary Public - State of Arizona LICENSEE RECOMMENDED FOR APPROVAL: APPROVED AND ACCEPTED: MARICOPA COUNTY BOARD OF SUPERVISORS DEPARTMENT OF TRANSPORTATION OF MARICOPA COUNTY DocuSigned by: Juunifer Tolle 9/9/2021 SIGNED IN COUNTERPART Jennifer Toth, P.E. Date Chairman of the Board Director ATTEST: SIGNED IN COUNTERPART Clerk of the Board Date STATE OF ARIZONA ) )ss COUNTY OF MARICOPA ) Before me, Arizona, on this day personally appeared , Notary Public in and for said County, State of » known to me to be the Chairman of the Board of Supervisors of Maricopa County. Given under my hand and seal of the office this day of »20__. SIGNED IN COUNTERPART Notary Public (signature) REVIEWED AND RECOMMENDED FOR APPROVAL DocuSigned by: 9/8/2021 Alex Smith Date Real Estate Chief Officer Maricopa County Real Estate Department APPROVED AS TO FORM and within the powers and authority granted under the laws of the State of Arizona. ‘DocuSigned by: 9/8/2021 BaroRD+0DR52404 Deputy County Attorney Date LICENSEE RECOMMENDED FOR APPROVAL: APPROVED AND ACCEPTED: MARICOPA COUNTY BOARD OF SUPERVISORS DEPARTMENT OF TRANSPORTATION OF MARICOPA COUNTY SIGNED IN COUNTERPART Jennifer Toth, P.E. Date Chairman of the Board Director ATTEST: Clerk of the Board Date STATE OF ARIZONA ) )ss COUNTY OF MARICOPA. ) Before me, , Notary Public in and for said County, State of known to me to be Arizona, on this day personally appeared the Chairman of the Board of Supervisors of Maricopa County. Given under my hand and seal of the office this day of , 20 Notary Public (signature) REVIEWED AND RECOMMENDED FOR APPROVAL SIGNED IN COUNTERPART Alex Smith Date Real Estate Chief Officer Maricopa County Real Estate Department APPROVED AS TO FORM and within the powers and authority granted under the laws of the State of Arizona. SIGNED IN COUNTERPART Deputy County Attorney Date Exhibit “A” Attached to Revocable License Agreement Exhibit A Subject Property APN: 403-34-010 Subject Premises