REVOCABLE LICENSE AGREEMENT WITH DISCOVERY WEST RANCHES PARTNERS.DOCX

REVOCABLE LICENSE AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
DISCOVERY WEST RANCHES PARTNERS
FOR
USE OF REAL PROPERTY
P-50236
C-94-14-001-3-00
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 Discovery West Ranches Partners, hereinafter referred to as LICENSEE, collectively the
“PARTIES”.
WITNESSETH
WHEREAS, LICENSOR owns certain real property at the northwest corner of 103rd Avenue and Van
Buren in Avondale, Arizona, as indicated in Exhibit “A” (the “Premises”) which is attached hereto and
made a part of this Agreement; and
WHEREAS, LICENSEE desires use of the Premises for the purpose of farming crops on the property (the
“Permitted Use”); and
WHEREAS LICENSEE has determined that the Premises is a suitable parcel to farm.
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 an initial term beginning when
executed by the Chairman of the Maricopa County Board of Supervisors and expiring on June 30,
2014 (“Expiration Date”), unless terminated earlier, pursuant to the terms of this Agreement.
II. SCOPE
Upon execution of this Agreement, LICENSOR shall make the Premises 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 use the Premises for the Permitted Use. LICENSEE, at LICENSEE’s sole cost
and expense, shall cultivate and farm the Premises in a skillful and diligent manner consistent with
quality farming in Maricopa County, Arizona. LICENSEE agrees to keep the Premises free of
weeds and other noxious plants or growth and LICENSEE agrees to maintain the Premises in
compliance with all ordinances, regulations and statutes regarding airborne particulate matter.
3. Use of Premises by LICENSEE for uses other than the Permitted Use shall be a breach of this
Agreement. Failure by LICENSEE to comply with specific requirements of this Agreement within
ten (10) days of issuance of LICENSOR’S written notice to LICENSEE of such failure 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. LICENSEE shall maintain the Premises in compliance with all local, state and federal
codes, laws, statutes and regulations (“Applicable Laws”). All weeds, trash and debris on the
Premises must be removed from the Premises and disposed of in an appropriate manner.
6. LICENSEE shall pay LICENSOR a license fee of One Thousand Dollars ($1,000.00) 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 in violation of this
Agreement. LICENSEE shall take prompt action to correct such condition(s) at LICENSEE’s expense.
IV. ENVIRONMENTAL COMPLIANCE
If LICENSEE’s activities result in adverse environmental impacts in violation of Applicable Laws,
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
hazardous material at or on the Premises as long as it is solely for the use of the Premises and in
compliance with Applicable Laws.
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 Laws. LICENSEE shall keep Material Safety Data Sheets documents on
site for those materials and products.

LICENSEE shall report to LICENSOR within twenty-four (24) hours of knowledge of any event or
occurrence at the Premises which results in pollution or contamination in violation of Applicable Laws
adversely affecting 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 Laws because of: (a) any such substance that came to be located on the Premises by the
conduct, action or negligence of LICENSEE; 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 Laws. 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 Premises 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 relating to LICENSEE’s
use of the Premises. Any such “hazardous substances” must be disposed of pursuant to and in
compliance with all Applicable Laws concerning the use and disposal of such substances.
Management and proper disposal of all hazardous material used by or on behalf of LICENSEE at the
Premises is the responsibility of LICENSEE. LICENSEE 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 as a
lease, sublease, rental agreement or easement. It is understood and mutually agreed that LICENSEE has
no real property interest 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.
VIII. APPLICABLE LAW:
This Agreement and all obligations upon LICENSOR or 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 Laws. 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.
IX. TERMINATION:
This Agreement may be terminated by either LICENSEE or LICENSOR, with or without cause, upon
issuance of a one-hundred and eighty (180) 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 ten (10) days of the date of
the notice to cure.
X. RETURN OF PREMISES
Upon expiration or earlier termination of this Agreement, LICENSEE shall restore the Premises to
unimproved land condition, substantially similar to the condition of the Premises as of the date of this
Agreement. 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 on or before
the Expiration Date 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.
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. 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 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 gross negligence or willful misconduct of
LICENSOR, LICENSEE shall indemnify, defend and hold harmless LICENSOR and all of its 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 or arising from (i) use of the Premises by
LICENSEE, its agents, contractors, employees or invitees; (ii) the negligence or willful misconduct of
LICENSEE, its agents, employees or invitees; or (iii) the breach of this Agreement by LICENSEE.
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 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 LICENSEE or anyone for whose acts LICENSEE may be legally liable. 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, 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 license granted by this Agreement; provided that such
release shall not extend to the gross negligence or willful misconduct of LICENSEE, its agents,
contractors or employees.
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 authorized to issue
insurance by the State of Arizona and possessing a current A.M. Best, Inc. rating of A-VII. 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 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 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, at
LICENSEE’s election, Umbrella insurance with a combined 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
LICENSEE’s owned, hired, and non-owned vehicles assigned to or used in performance
of 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
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
LICENSOR’s personal property in LICENSEE’s care, custody and control.
5. Environmental/Pollution. Liability insurance in an amount of $2,000,000 per
occurrence and $4,000,000 aggregate.
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.
XIX. NOTICES
All notices provided for herein shall be in writing and sent by certified mail to the Parties at the following
addresses:
LICENSEES:
Discovery West Ranches Partners
Attn: Tim Smith
2209 N. 99th Avenue
Phoenix, Arizona 85037
LICENSOR: Maricopa County Finance Department
Attn: Real Estate Manager
301 W. Jefferson, Suite 960
Phoenix, AZ 85003

P-50236
C-94-14-001-3-00
IN WITNESS WHEREOF, the parties have hereunder set their signatures on the day and year
first written above.
LICENCOR: LICENSEE:
MARICOPA COUNTY DISCOVERY WEST RANCHES
PARTNERS
By ___________________________ ______________________________
Chairman of the Board Timothy L Smith, Managing Partner
ATTEST:
______________________________
Clerk of the Board
Approved as to form:
______________________________
Deputy County Attorney

EXHIBIT “A”
LEGAL DESCRIPTION FOR LICENSE AGREEMENT
Lot 2 of THREE RIVERS COMMERCE PARK, according to the plat of record in the office of
the County Recorder of Maricopa County, Arizona, recorded in Book 899 of Maps, Page 13