2014-06-04 P-50248 - QUEEN CREEK - LANDFILL - 10 MONTHS.DOC

REVOCABLE LICENSE AGREEMENT
BETWEEN
MARICOPA COUNTY,
AND
TOWN OF QUEEN CREEK
C-94-14-0xx-3-00
P-50248
THIS revocable License Agreement (the “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 Town of Queen Creek, an Arizona municipal corporation, hereinafter referred to
as LICENSEE, (“LICENSOR” and “LICENSEE” shall collectively be referred to herein as the
“PARTIES”).
WITNESSETH
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 (the “Property”) and LICENSEE
desires to use an area within the Property (the “Premises”) for the Permitted Use as hereafter
defined. ; and
WHEREAS, the Parties entered into a series of intergovernmental agreements (“IGA’s”),
including, but not limited to, that certain IGA dated May 1, 1996 (IGA No. C676-96-027-2), as
amended (the “1996 IGA”), that certain IGA dated in or around October, 2003, and recorded as
Instrument No. 2003-1258416 in the records of the Maricopa County Recorder (“MCR”) (the
“2003 IGA”), which IGA was subsequently amended in April, 2006 and March, 2008, which
amendments are recorded as Instrument No. 20006-0541893 MCR, and Instrument No. 2008-
0299145 MCR (the 1996 IGA, as amended, and the 2003 IGA, as amended, are referred to herein
as the “Landfill IGA’s”); and
WHEREAS, LICENSEE desires short-term, revocable, non-exclusive use of the Premises solely
for the purpose as stipulated in Exhibit “B” (the “Permitted Use”) which is attached hereto and
made a part of this Agreement; and
WHEREAS, LICENSEE has determined that the Premises is suitable for the Permitted Use.
NOW THEREFORE, in consideration of the foregoing recitals and other valuable consideration the
PARTIES agree as follows:
I. TERM
1. The accuracy of the foregoing recitals is acknowledged and by this reference incorporated into
this Agreement.
2. This Agreement shall be effective upon execution by LICENSOR for a period of time as
stipulated in Exhibit “C” (the “Term”) which is attached hereto and made a part of this
Agreement, unless terminated earlier, pursuant to the terms of this Agreement.
II. SCOPE
Upon execution of this Agreement, LICENSOR shall make the Premises available to LICENSEE
for the Permitted Use as follows:
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1. LICENSOR shall allow LICENSEE access to the Premises for the 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 return the Premises in a clean, safe and usable
condition at all times. LICENSEE shall maintain the Premises in compliance with all local,
state and federal codes, laws, statutes and regulations. All trash and debris on the Premises
must be removed from the Premises and disposed of in an appropriate manner.
5. LICENSEE shall pay LICENSOR a use fee as stipulated in Exhibit “D” (the “Use Fee”)
which is attached hereto and made a part of this Agreement.
III. 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.
IV. 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 compensation or restitution from LICENSEE as a
“Potentially Responsible Party” for any release of a contaminant/hazardous substance on the
Premises prior to the effective date of this Agreement.
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, attorney’s 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
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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 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.
V. 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.
VI. 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
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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, subject to such rights as
may exist pursuant to the terms of the Landfill IGA’s.
VII. 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.
VIII. 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.
IX. TERMINATION:
This Agreement may be terminated by either LICENSEE or LICENSOR, with or without cause,
upon immediate written notice to the non-terminating party. This Agreement shall be automatically
revoked in the event of, or at such time that LICENSEE fails to comply with the express terms of
this Agreement.
X. 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 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.
XI. ASSIGNMENT:
Any assignment or attempted assignment of this Agreement by LICENSEE without the prior
written consent of LICENSOR shall be void.
XII. 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 be performed on the part of 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.
XIII. CONFLICT OF INTEREST:
This Agreement is subject to the provisions of A.R.S. § 38-511.
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XIV. ENTIRE AGREEMENT:
This Agreement and all Exhibits attached hereto sets 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, provided however that nothing in this Agreement shall be interpreted or applied to waive,
revise, amend, cancel or negate the terms of the Landfill IGA’s, or the rights and obligations of the
Parties pursuant to the Landfill IGA’s, if any. 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. This Agreement cannot be modified or
changed except by a written instrument executed by all of the Parties hereto. Each party has
reviewed this Agreement and has had the opportunity to have it reviewed by legal counsel.
XV. 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.
XVI. INDEMNIFICATION
To the fullest extent permitted by law, and except for the willful misconduct of LICENSOR,
LICENSEE 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, 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 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.
XVII. 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,
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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.
XVIII. INSURANCE
LICENSEE, and LICENSEE’s contractors, at LICENSEE’s or contractor’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.
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
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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.
4. Environmental/Pollution. Liability insurance in an amount of $2,000,000 per
occurrence and $4,000,000 aggregate with a carrier having an A.M. Best rating of
A6 or higher.
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 indentify 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.
XIX. NOTICES
All notices provided for herein shall be in writing and sent by certified mail to the Parties at the
following addresses:
LICENSEE : Town of Queen Creek
Attn: Public Works Division Manager
22350 S. Ellsworth Road
Queen Creek, AZ 85142
LICENSOR: Maricopa County Finance Department
Attn: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
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
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pages from one or more counterparts may be removed from such counterparts and such signature
pages all attached to a single instrument.
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C-94-14-0xx-3-00
P-50248
IN WITNESS WHEREOF, the Parties enter into this AGREEMENT this ______ day of
_______________________, 2014.
LICENSEE LICENSOR
TOWN OF QUEEN CREEK MARICOPA COUNTY
By: By: ___________________________________
Chairman, Board of Supervisors
ATTEST:
By:
_______________________________________
Clerk of the Board Date
Approved as to Form:
By:
_______________________________________
Deputy County Attorney Date
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Exhibit “A”
Premises
Premises
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Exhibit “B”
Permitted Use
Overflow public parking, as may be allowed by Licensor, as part of Town-sponsored events to be
held at the Horseshoe Park and Equestrian Centre, 20464 E. Riggs Road, Queen Creek, Arizona,
85142, subject to Licensee’s strict adherence to the pre-event and post-event checklist and logs
which checklist and logs are attached hereto and made a part hereof.
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Exhibit “C”
Term
July 1, 2014 through April 30, 2015
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Exhibit “D”
Use Fee
Use Fee is waived.
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