2014-04-29 DL WITHERS LICENSE AGMT - BLOCK 70 PARKING.DOC

LICENSE AGREEMENT
BETWEEN
MARICOPA COUNTY,
AND
D. L. WITHERS CONSTRUCTION, L.C.
C-94-14-0xx-3-00
P-50240
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 D. L. Withers Construction, L.C., an Arizona limited liability company,
hereinafter referred to as LICENSEE; collectively the “PARTIES”.
WITNESSETH
WHEREAS, LICENSOR owns certain real property at the southeast corner of 7th Avenue and
Jefferson in Phoenix, Arizona, as shown in Exhibit “A” (the “Premises”) which Exhibit “A” is
attached hereto and made a part of this Agreement; and
WHEREAS, LICENSEE requires revocable use of the Premises to establish a parking area
associated with construction work within LICENSOR’s new office building at 5th Avenue and
Jackson in Phoenix, Arizona; and
WHEREAS, LICENSEE has determined that the Premises is a suitable parcel to establish
LICENSEE’s a material staging area and a parking area during LICENSEE’s planned construction
work within LICENSOR’s new office building.
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 June 1, 2014, for an initial term expiring on September 30,
2014, unless terminated earlier pursuant to section IV of this Agreement.
II. SCOPE
Upon the effective date, LICENSOR shall make property under LICENSOR’s control available to
LICENSEE for LICENSEE’s use as follows:
1. LICENSOR shall allow LICENSEE access to the Premises for LICENSEE’s use of the
Premises as allowed herein.
2. LICENSEE shall limit use of Premises for construction material staging and project parking;
which uses shall be associated with the post move-in construction work being completed by
LICENSEE in the new Maricopa County Sheriff’s Office Headquarters Building at the
northwest corner of 5th Avenue and Jackson, Phoenix, Arizona (“County Building”).
1 of 11

3. Unauthorized use of Premises 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.
4. 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, at its sole
cost and expense, shall keep the Premises in a clean and safe manner at all times.
5. LICENSEE, at its sole cost and expense, shall return the Premises in a clean, safe and usable
condition which shall include, but not limited to, a driving surface over the entire Premises
that complies 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.
6. LICENSEE shall pay LICENSOR an annual license fee of one dollar for the use of the
Premises.
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.
IV. ENVIRONMENTAL COMPLIANCE
If LICENSEE’s activities result in adverse environmental impacts, 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.
Subject to the provisions set forth herein, LICENSOR agrees that LICENSEE may use and store
any hazardous material at or on the Property as long as it is solely for the use of the Premises and
construction of the County Building.
LICENSEE shall provide to LICENSOR, in writing, a complete list identifying all hazardous
material or petroleum products and approximate quantities to be brought on site and when such
products will be removed.
Additionally, LICENSEE shall prepare and implement any necessary remediation action plan in
accordance with all applicable federal, state, and city statutes, laws, ordinances, rules and
regulations. LICENSEE shall keep Material Safety Data Sheets documents on site for those
materials and products.
LICENSEE shall report to COUNTY within twenty-four (24) hours of 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.
2 of 11

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
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.
3 of 11

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
as a lease, sublease, rental agreement or easement. It is understood and mutually agreed that
LICENSEE has no interest whatsoever in the Premises.
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.
III. 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 the state of Arizona.
IV. TERMINATION:
This Agreement may be terminated by either LICENSEE or LICENSOR, with or without cause,
upon thirty days 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, unless said failure is cured within five (5) days of the date of the notice to cure.
V. ASSIGNMENT:
Any assignment or attempted assignment of this Agreement by LICENEE without the prior written
consent of LICENSOR shall be void.
VI. 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.
VII. CONFLICT OF INTEREST:
This Agreement is subject to the provisions of A.R.S. §38-511.
4 of 11

VIII. 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. 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.
IX. 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 or the Maricopa County Public Finance Corporation 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.
X. INDEMNIFICATION
To the fullest extent permitted by law and except for the gross negligence or willful misconduct of
LICENSOR, LICENSEE shall indemnify, defend and hold harmless both LICENSOR and
OWNER and all of their officers, employees and agents 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 the cost 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 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, 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. LICENSEES 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.
XVI. 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.
5 of 11

XVII. 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. 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 and employees as Additional
Insureds, with an endorsement as lease 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
and employees for any claims arising out of LICNESEE’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 and General Aggregate Limit. The policy shall include coverage for
premises liability, bodily injury, broad form property damage, 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 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 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
6 of 11

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. Property Insurance. Property insurance in an amount necessary to repair or replace
the LICENSOR’s property in the LICENSEE’s care, custody and control.
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.
XI. NOTICES
All notices provided for herein shall be in writing and sent by certified mail to the Parties at the
following addresses:
LICENSEE
David K. Bradley, Vice President
D. L. Withers Construction, L.C.
3220 East Harbour Drive
Phoenix, Arizona 85034
LICENSOR
Maricopa County Finance Department
Attn: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003
*******************************************************************************
7 of 11

C-94-14-0xx-3-00
P-50240
IN WITNESS WHEREOF, the Parties enter into this AGREEMENT this 1st day of June, 2014.
LICENSEE LICENSOR
D. L. WITHERS CONSTRUCTION, L.C. MARICOPA COUNTY
By: By: _________________________________
Chairman, Board of Supervisors
Attest:
_____________________________________
Clerk of the Board Date
Approved as to Form:
By:
____________________________________
Deputy County Attorney Date
8 of 11

Exhibit “A”
Premises
9 of 11

JEFFERSON STREET
N89d53m29sE 605.20'
298.19'
N00d02m34sW
Premises at southeast corner of
7th Avenue and Jefferson Street
AVENUE
7TH 112-19-127
8.50'
40'
1
40'
48.05' N02d55m24sE
215.18'
N00d03m11sW
L=45.08'
N78d17m53sW 101.14'
L=77.41' N89d59m08sW 395.14'
JACKSON STREET
JACKSON STREET
S89d59m57sE 289.82' N89d58m42sE 339.70'
10 of 11

11 of 11