LICENSE P-50336 RE THE UNITED FOOD BANK.PDF

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REVOCABLE NON-EXCLUSIVE LICENSE AGREEMENT
BETWEEN
MARICOPA COUNTY,
AND
THE UNITED FOOD BANK, INC.
THIS Revocable Non-Exclusive License Agreement (“Agreement”) is made and entered into by and between
Maricopa County, a political subdivision of the State of Arizona, hereinafter referred to as LICENSOR, and The
United Food Bank, Inc., an Arizona non-profit corporation, hereinafter referred to as LICENSEE,
(“LICENSOR” and “LICENSEE” shall collectively be referred to herein as the “PARTIES”).
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 described and/or depicted in
Exhibit “A,” which is attached hereto and made a part of this Agreement; and
WHEREAS, LICENSOR leases space to Community Bridges, Inc. (“CBI”) under a lease agreement MC-10185
(C-18-11-024-1-00) as amended (“Master Lease”) and under a sublease agreement MC-10191 (C-18-11-024-4-
01) as amended (“Sublease”), CBI sublets some of that space to LICENSEE, as sublessee; and
WHEREAS, LICENSOR and LICENSEE desire to immediately terminate this Agreement if the Master Lease
or the Sublease expires or is terminated; and
WHEREAS, LICENSEE desires, revocable, non-exclusive use of the Premises solely for the purpose of the
Permitted Use as herein defined; and
WHEREAS, LICENSEE has determined that the Premises is suitable for the Permitted Use.
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:
I. TERM AND TERMINATION
1. The Recitals, by this reference, are hereby incorporated into this Agreement.
2. LICENSOR hereby grants LICENSEE a revocable, non-exclusive license to enter and use the Premises for
the Permitted Use defined below, commencing on October 10, 2019 (“Commencement Date”), and
continuing through October 9, 2021 (“Term”), unless terminated earlier, pursuant to the terms of this
Agreement.
3. As compensation for the Permitted Use, LICENSEE shall pay LICENSOR, without invoice, an annual,
non-refundable license fee in the amount of Seven Hundred Dollars ($700.00) within thirty (30) days of the
Commencement Date of this Agreement and no later than thirty (30) days after October 10, 2020.
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4. LICENSEE shall remit payments to LICENSOR at:
Maricopa County Facilities Management Dept.
Attn: Melanie Brown
401 W. Jefferson Street
Phoenix, AZ 85003
5. This Agreement may be terminated by LICENSOR or LICENSEE, 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.
6. In the event of any expiration or termination of the Master Lease or Sublease, this Agreement shall
immediately terminate with no further notice or action by the Parties and the Parties shall be relieved from
all further liabilities and obligations hereunder.
7. This Agreement may be terminated by LICENSOR at the end of any fiscal funding year for non-
appropriation of funds upon giving thirty (30) days’ advance written notice to the other PARTY.
LICENSOR’s fiscal year ends on June 30.
8. This Agreement may be terminated at any time by mutual written agreement of the PARTIES.
II. PERMITTED USE
Upon execution of this Agreement, LICENSOR grants LICENSEE a revocable, non-exclusive license as
follows:
1. LICENSOR shall allow LICENSEE and its agents, contractors and invitees twenty-four (24) hour access to
the Premises for the purpose of parking LICENSEE’s trucks and semi-trailers, LICENSEE’s pool vehicles
and LICENSEE’s driver staff vehicles (“Permitted Use”).
2. LICENSEE shall use the Premises for only the Permitted Use and none other.
3. Unauthorized use of Premises or the Property by the LICENSEE may be considered by LICENSOR to be
sufficient cause for the immediate termination of the Agreement. Failure by LICENSEE to comply with
specific requirements of this Agreement will constitute an event of default and will be sufficient cause for
termination of the Agreement.
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.
4. LICENSEE, at its sole cost and expense, shall maintain the Premises in a clean, safe and usable condition at
all times. All trash and debris on the Premises must be removed from the Premises and disposed of in an
appropriate manner.
III. NOTICES
All notices provided for herein shall be in writing and shall be hand delivered or sent by certified mail, return
receipt requested, to the Parties at the following addresses:
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LICENSEE: LICENSOR:
United Food Bank, Inc. Maricopa County
Attn: Dave Richins Attn: Director of Real Estate Dept.
245 S. Nina Drive 2801 W Durango St.
Mesa, AZ 85210 Phoenix, AZ 85009
IV. ENTRY AND INSPECTION
LICENSOR shall have the right at all times but shall not be required to enter onto and inspect the Premises.
LICENSOR will notify LICENSEE of any unsatisfactory condition. LICENSEE shall take immediate action to
correct such condition(s) at LICENSEE’s expense. Any failure of LICENSEE to immediately remedy an
unsatisfactory condition after receiving notice from LICENSOR shall constitute an event of default and will be
sufficient cause for termination of this Agreement.
V. ENVIRONMENTAL COMPLIANCE
If LICENSEE’s activities result in adverse environmental impacts whether known or unknown, LICENSEE will
be fully accountable for any resulting site assessment and cleanup cost required to restore the Premises.
LICENSOR will not seek reimbursement, compensation, contribution or restitution from LICENSEE as a liable
party or “Potentially Responsible Party” for any release of a contaminant/hazardous substance on the Premises
prior to the effective date of this Agreement under any federal or state law or statute, including, without
limitation, the federal Comprehensive Environmental Response Compensation and Liability Act of 1980, as
amended.
LICENSEE shall not use and/or store any hazardous material at or on the Property or the Premises.
LICENSEE shall report to LICENSOR immediately once LICENSEE has knowledge of any event or
occurrence at the Premises which may or does result in pollution or contamination adversely affecting lands,
water or facilities owned or managed by LICENSOR, including the Premises.
LICENSEE shall protect, defend, indemnify and hold harmless LICENSOR from and against all liabilities,
costs, charges and expenses, including civil or criminal penalties, attorneys’ fees and court costs arising out of
or related to an activity involving or use of a regulated substance under any applicable federal, state, or local
environmental laws, regulations, ordinances or amendments thereto because of: (a) any such substance that
came to be located on the Premises; or (b) any release, threatened release or escape of any substance in, on,
under or from said Premises that is caused, in whole or in part, by any conduct, action or negligence of
LICENSEE.
For the purposes of this Agreement, the term “regulated substances” shall include substances defined as
“regulated substances,” “hazardous waste,” “hazardous substances,” “hazardous materials,” “toxic substances”
or “pesticides” in the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste
Amendments of 1984, the Comprehensive Environmental Response, Compensation and Liability Act, as
amended in 1986 to include Superfund Amendments and Reauthorization Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Federal Insecticide, Fungicide and Rodenticide Act,
the relevant local and state environmental laws, and the regulations, rules and ordinances adopted and
publications promulgated pursuant to the local, state, and federal laws. This indemnification shall include,
without limitation, claims or damages arising out of any violations of applicable environmental laws,
regulations, ordinances, rules or subdivisions thereof. This environmental indemnity shall survive the
expiration or termination of this Agreement and/or any transfer of all or any portion of the Premises and shall be
governed by the laws of the State of Arizona, if applicable. LICENSEE accepts sole responsibility and liability
for all wastes produced by its operation, activities and occupation of the premises and shall comply with all
applicable laws concerning such wastes, including federal, state, and local regulatory requirements. Any such
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waste must be disposed of in compliance with the above. LICENSEE agrees it shall be solely responsible for
and assumes all responsibility for the actions of LICENSEE, its agents, employees and contractors in
generating, storing, releasing, placing or allowing to remain on the property any hazardous substances,
hazardous wastes, or toxic substances (hereinafter collectively referred to as “Hazardous Substances”), as those
terms as defined and regulated under CERCLA, 42 U.S.C. 9601 et seq., RCRA, 42 U.S.C. 6901 et seq., or
TSCA, 15 U.S.C. 2601 et seq.. LICENSEE further agrees to comply with all environmental laws and
regulations and to take such other actions as may be reasonably required to protect against environmental
liabilities. Any such “hazardous substances” must be disposed of pursuant to and in compliance with all
required laws and regulations concerning the use and disposal of such substances.
Management and proper disposal of all hazardous material is the responsibility of LICENSEE. LICENSEEE
must keep appropriate and required documentation relating to the management and disposal of all hazardous
material.
VI. 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. LICENSOR shall not be responsible for any damage to
any personal property of LICENSEE and LICENSEE and/or any of its employees, agents, officers, directors or
members hereby waive any and all rights to bring any claim against LICENSOR from or relating in any way to
damage to the personal property of LICENSEE.
VII. AGREEMENT AS LICENSE
The Parties intend and mutually agree that this Agreement shall be construed as a mere license by LICENSOR
to LICENSEE to operate within the Premises. This Agreement 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.
VIII. NO PARTNERSHIP OR JOINT VENTURE
Nothing contained in this Agreement 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.
IX. APPLICABLE LAW:
This Agreement 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 Agreement 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.
X. MODIFICATIONS TO AGREEMENT
This Agreement may be modified by a written amendment that is duly executed by each party’s authorized
representative(s).
XI. RETURN OF PREMISES
Upon expiration or earlier termination of this Agreement, LICENSEE shall restore the Premises to its original
condition, clean and free of any 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 Agreement. Any personal property of
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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.
XII. ASSIGNMENT:
Any assignment or attempted assignment of this Agreement by LICENSEE without the prior written consent of
LICENSOR shall be void.
XIII. NON-WAIVER:
The failure of either LICENSEE or LICENSOR to insist upon the complete performance of any of the terms
and provisions of this Agreement by the other, or to take any action permitted as a 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.
XIV. CONFLICT OF INTEREST:
This Agreement is subject to the provisions of A.R.S. §38-511 and may be cancelled by LICENSOR pursuant
thereto without any penalty or liability to LICENSOR.
XV. ENTIRE AGREEMENT:
This Agreement and all Exhibits attached hereto set forth all of the covenants, promises, agreements, conditions
and understandings between the PARTIES hereto, and there are no 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 Agreement 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 Agreement. Each party has reviewed this Agreement and has had the opportunity
to have it reviewed by legal counsel.
XVI. INDEPENDENT CONTRACTOR STATUS
LICENSEE shall not be considered an officer, employee or agent of the LICENSOR. LICENSEE’S officers,
agents, employees and guests shall not be considered employees of Maricopa County and they shall not be
entitled to receive any of the benefits associated with regular employment with Maricopa County or the
Maricopa County Public Finance Corporation and will not be subject to the provisions of the Maricopa County
Employee Merit System. This Agreement is not intended to constitute, create, give rise to or otherwise
recognize a joint venture agreement or relationship, partnership or formal business organization of any kind,
and the rights and obligations of the PARTIES shall be only those expressly set forth in this Agreement.
XVII. INDEMNIFICATION
To the fullest extent permitted by law, and except for the willful misconduct of LICENSOR, LICENSEE,
employees, agents, invitees and contractors shall defend, hold harmless and indemnify LICENSOR and all of its
officers, employees, agents, and volunteers from and against any and all damages, claims, losses, liabilities,
actions or expenses (including, but not limited to attorneys’ fees, expert witness fees, court costs, and attorneys’
fees and costs of appellate proceedings) (collectively “Claims”) relating to, arising out of or alleged to have
resulted from this Agreement. The LICENSEE’S duty to defend, hold harmless and indemnify LICENSOR
pursuant to this section shall arise in connection with any claim, damage, loss or expense that is attributable or
alleged to be 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, agents, invitees and contractors 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. The LICENSEE will be responsible
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for primary loss investigation and defense and judgment costs where this Indemnification applies. LICENSEE’S
obligations under this section shall survive the expiration or earlier termination of this Agreement. The amount
and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope
of the indemnity in this paragraph.
XVIII. RELEASE
In consideration of the granting of this License, LICENSEE voluntarily and knowingly releases and discharges
LICENSOR and its 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.
XIX. INSURANCE
LICENSE at LICENSEE’s expense, shall purchase and maintain the herein stipulated minimum insurance from
a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating
of A6 or higher. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a
company or companies which are authorized to do business in the State of Arizona, provided that said insurance
companies meet the approval of LICENSOR. The form of any insurance policies and forms must be acceptable
to LICENSOR. All insurance required herein shall be maintained in full force and effect until the expiration or
termination of this License. Failure to do so may, at the sole discretion of LICENSOR, constitute a material
breach of this LICENSE. LICENSEE’s insurance shall be primary insurance as respects LICENSOR, and any
insurance or self-insurance maintained by LICENSOR shall not contribute to it. Any failure to comply with the
claim reporting provisions of the insurance policy or breach of an insurance policy warranty shall not affect the
LICENSOR’s right to coverage afforded under the insurance policies. The insurance policies may provide
coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions
shall not be applicable with respect to the indemnity or coverage provided to LICENSOR under such policies.
LICENSEE shall be solely responsible for deductible and/or self-insured retention and LICENSOR, at its
option, may require LICENSEE to secure payment of such deductibles or self-insured retentions by a surety
bond or an irrevocable and unconditional letter of credit. LICENSOR reserves the right to request and to
receive, within ten working days, certified copies of any or all of the herein required insurance policies and/or
endorsements. LICENSOR shall not be obligated, however, to review such policies and/or endorsements or to
advise LICENSEE of any deficiencies in such policies and endorsements, and such receipt shall not relieve
LICENSEE from, or be deemed a waiver of LICENSOR’s right to insist on, strict fulfillment of LICENSEE’s
obligations under this Agreement. LICENSEE and its contractors’ insurance policies required by the
Agreement, except Workers’ Compensation, shall name LICENSOR, its agents, representatives, officers,
directors, officials, employees, and volunteers as Additional Insureds, with an endorsement as least as broad as
ISO’s CG20101185. LICENSEE and its contractors’ insurance policies required hereunder shall contain a
waiver of transfer of rights of recovery (subrogation) against LICENSOR, its agents, representatives, officers,
directors, officials, employees, and volunteers for any claims arising out of this Agreement and/or LICENSEE’s
use of the Premises. LICENSEE is required to procure and maintain the following coverages:
1. Commercial General Liability. Commercial General Liability insurance and, if necessary,
Commercial Umbrella insurance, with a limit of not less than $2,000,000 for each occurrence,
$4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate
Limit. The policy shall include coverage for premises liability, bodily injury, broad form
property damage, fire legal liability, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provision which would serve to limit
third party action over claims.
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2. Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary,
Commercial Umbrella insurance, with a combined single limit for bodily injury and property
damage of not less than $1,000,000 each occurrence with respect to any of the LICENSEE’s
owned, hired, and non-owned vehicles assigned to or used in performance of the LICENSEE’s
use of the Premises.
3. Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by
federal and state statutes having jurisdiction of LICENSEE’s employees engaged in the
performance of the work or services associated with the use of the Premises; and Employer’s
Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each
employee, and $1,000,000 disease policy limit. LICENSEE and its contractors waive all rights
against LICENSOR and its agents, officers, directors and employees for recovery or
subrogation.
Prior to the commencement of this Agreement, LICENSEE shall furnish LICENSOR with Certificates of
Insurance in a form acceptable to LICENSOR, or formal endorsements as required by LICENSOR, issued by
LICENSEE’s insurer(s), as evidence that policies providing the required coverages, conditions and limits
required by this Agreement are in full force and effect. Such certificates shall identify this Agreement number
and title. In the event any insurance policies required by this Agreement are written on a “claims made” basis,
coverage shall extend for two (2) years past expiration or termination of this Agreement as evidenced by annual
Certificates of Insurance. If a policy does expire during the term of the Agreement, a renewal certificate must
be sent to LICENSOR at least fifteen business days prior to the expiration date. Insurance required herein shall
not expire, be canceled, or materially changed without thirty (30) days prior written notice to LICENSOR.
XX. COUNTERPARTS
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 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.
XXI. DISPUTES
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the
breach thereof, the PARTIES hereto mutually agree to use reasonable efforts to resolve the dispute, claim,
question, or disagreement at the lowest level possible and to proceed diligently with performance to the degree
unaffected by the dispute or pending dispute resolution. If the matter cannot be resolved and/or is not resolved
at the lowest level, and provided no notice of termination of this Agreement has been given by either party to
the other, the PARTIES hereto shall first attempt to resolve the dispute through binding arbitration before
pursuing any and all other remedies available to the PARTIES under Federal or Arizona law.
XXII. DELEGATION OF AUTHORITY
Since this Agreement will require administrative action from time to time to carry out the intent of the
Agreement, both the Deputy County Manager for Maricopa County 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 Agreement, whether or not specific authority is granted in any provision of this
Agreement.
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XXIII. AUTHORITY TO EXECUTE
No later than the date of full execution of this Agreement, any individual executing this Agreement on behalf of
LICENSEE shall provide documentation that he/she is duly authorized to execute and deliver this Agreement
on behalf of said corporation, person, firm, partnership or other entity and that this Agreement is binding on
said entity in accordance with its terms.
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IN WITNESS WHEREOF, the PARTIES enter into this AGREEMENT.
LICENSEE LICENSOR
THE UNITED FOOD BANK, INC., MARICOPA COUNTY, a political subdivision
an Arizona non-profit corporation of the state of Arizona
_______________________________________ _______________________________________
Dave Richins, President, CEO Bill Gates, Chairman, Board of Supervisors
ATTEST:
_______________________________________
Date
_______________________________________
Clerk of the Board Date
Approved as to Form:
_______________________________________
Deputy County Attorney Date
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Exhibit “A”
Property & Premises
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