Agreement

LICENSE AGREEMENT
PERMISSION TO USE CITY REAL PROPERTY

This License Agreement, entered into on the day of , 2021, is
between the CITY OF GLENDALE, an Arizona municipal corporation, (“City”) and Mountain
States Contracting (MSC), an Arizona corporation (“Licensee”).

PURPOSE

Licensee desires to use certain City-owned real property, more particularly described on the
attached Exhibits “A” and “B” by this reference incorporated herein (“Property”). The Property
is generally located in the general vicinity along, and in, Hatcher Road approximately 2800 feet
east of its intersection with Reems Road and is a part of the City’s public roadway system. The
use of the Property by Licensee will enable Licensee to operate and maintain two at-grade private
railroad crossings. The railroad crossings were approved by the Arizona Corporation
Commission in April 2021 at Docket No. RR-02635B-20-0323. Per the subject order, Mountain
States Contracting shall maintain the crossings in accordance with Arizona Administrative Code

(A.A.C.) R14-5-104.

TERMS AND CONDITIONS

City grants this License subject to the following terms and conditions:

1. This License is not intended to represent permission granted in perpetuity. Licensee may
terminate this License by giving sixty (60) days’ advance written notice to the City of its
intent to terminate. The City may terminate this License by giving one hundred eighty (180)
days’ advance written notice to the Licensee of its intent to terminate.

2. This License is personal to the Licensee and may not be transferred or assigned in any
manner, without the prior written approval of the City.

3. All improvements made by Licensee to the Property pursuant to the terms of this License are
subject to, and must be in compliance with, all applicable state and federal codes, ordinances
and laws, including the Americans With Disabilities Act, and constructed in conformance

with the City’s approved design standards.

4. The costs associated with constructing, operating, and maintaining any improvements made
pursuant to this License, costs associated with relocation of the improvements ifso requested by
the City, and the cost of permits, inspection services, and applicable administrative fees
related thereto, shall be borne entirely by Licensee.

5. Licensee acknowledges that the City uses the Property as public right of way, agrees to use the
Property “as is”, and agrees that its right under this License shall not interfere with use of the
Property by the City or the public. Licensee is responsible for obtaining any necessary
permits prior to performing any work on the Property, and for payment of inspection fees
according to the City’s development fee schedule established by ordinance.

- PAGE | of 3 -

6. Licensee shall not permit any liens, mechanics, suppliers or any other kind of lien, to be placed or
remain on the Property.

7. Whenever Licensee disturbs the surface or subsurface of any City-owned property, public right of
way, adjoining public property, or any public improvements located thereon or thereunder,
Licensee shall promptly and at its own expense, restore, repair or replace the same to the
satisfaction of the City. Nothing in this License Agreement shall operate to relieve or waive
Licensee’s responsibility for the installation and operation ofits Rail Crossings.

8. Ifsuch restoration, repair orreplacement of the surface, subsurface or any structure thereon or thereunder
is not completed ina reasonable time or if such restoration, repair or replacement does not meet the
City’s satisfaction, the City may perform the necessary restoration, repair orreplacement, and the
cost of performing any such work, including the cost of inspection or supervision, shall be paid by
the Licensee within thirty (30) days after receipt of the City’s invoice.

9. All work performed by Licensee on or within public rights of way shall be properly
safeguarded for prevention of accidents and shall not create any hazard or source of danger to
any person or vehicle using said right of way. Licensee shall provide and maintain sufficient
barriers, danger signals, lanterns, detours, signs and shall take such other measure or
precautions as the City shall direct or as commonly used to prevent such accidents or hazards.
Notwithstanding the language of Paragraph 1 herein, the City may terminate this License if the
hazard for danger continues unabated for a period of ten (10) days.

10. Licensee shall be responsible for any and all liability for any injury or damage to Licensee’s
employees, contractors or agents while using said Property in any manner or arising out of the
use or exercise of this License.

11. The City shall not bear any cost of relocation of existing facilities, irrespective of the
function served, where the City facilities or other facilities occupying the Licensed Area or
right-of-way in close proximity to the Licensed Area, are already located and the conflict
between the Licensee’s potential Rail Crossings and existing facilities can only be resolved
expeditiously, as determined by the City, by the movement of the existing City or other
permitted facilities.

12. The City shall not bear any cost of relocation of Licensee’s Rail Crossings, where in the
City’s discretion, relocation is reasonable and necessary in connection with City right-of-
way repairs, improvements or other capital projects affecting the Licensed Area. City shall
provide Licensee no less than ninety (90) days advance notice of a requirement to relocate. If
the City becomes aware of a potential delay involving the Licensee's relocation, the City shall
notify the Licensee within thirty (30) days of becoming aware of the potential delay. The
Licensee may object in writing to the determination of relocation to the City within ten (10)
days of receipt of the notice to relocate. The City shall consider the objection and respond in
writing to Licensee within thirty (30) days of receipt of the objection. The City’s
determination is final.

- PAGE 2 of 3 -

13.

14.

15.

CITY: CITY OF GLENDALE

The Licensee shall, at its sole expense, provide a certificate of insurance showing
commercial general liability coverage with limits of not less than One Million Dollars
($1,000,000) for personal injury or death and not less than Five Hundred Thousand Dollars
($500,000) for property damage, per each occurrence. Thecertificate ofinsurance mustname the
City of Glendale as an additional insured for all work performed by the Licensee within, or on,
City of Glendale rights-of-way or property. Claims made policies are not acceptable. The
insurance company writing the policy must be licensed by the Arizona Department of
Insurance and have a BEST rating of not less than A. The Licensee insurance coverage shall be
primary insurance and non-contributory with respect to all otheravailable sources. The City shall
be an additional insured to the full limits of liability purchased by Licensee even if limits of
liability are in excess of those required of the Licensee. The form of the policy must be
acceptable to the City before License will be issued. Further, Licensee agrees to indenmify,
defend and hold harmless the City of Glendale and its officers and employees from all suits,
actions, claims and damages, including attorney’s fees and costs, of any character or nature,
including personal injury, death or property damage, incurred in whole or in part during its
operation of trains or as a result of any work performed by, or on behalf of Licensee under
this License. Licensee’s indemnity and defense obligations under this paragraph shall apply
only to the extent that such suit, action, claim and/or damage is caused by any work performed
by or on behalf of Licensee. Failure of City to request and/or failure of the Licensee to
provide ongoing proof of insurance as provided herein shall not waive the requirement to
maintain coverage compliance throughout the term of the license.

Notwithstanding the language of Paragraph 1, and except as otherwise provided in Paragraph
10 for a danger or hazard, the City may terminate this License for any non-compliance or
failure to perform any obligation due under this License if, after receiving City’s written
notice of such breach of this License, Licensee fails to “cure” or abate such non-compliance
within 30 days. If the non-compliance remains unabated at the conclusion of this 30-day “cure”
period, the City may retake possession of the Property and may seek any and all other
remedies available to it under Arizona law.

Any amendments to this License must be in writing and signed by both parties. Arizona law
shall be applied to the interpretation and enforcement of this License. In the event that any term
or provision of this License is declared by a court of competent jurisdiction to be invalid or
illegal for any reason, this License shall be interpreted as if such invalid or illegal prevision

were not a part hereof.

LICENSEE:

By Za

By
Its Its Pesswewr-.
Vou Ves or Les
. Mountain States Contracting, Inc.
City of Glendale 4001 South 34" Street

Attn: Engineering Division
5850 W. Glendale Ave., Suite 315
Glendale, Arizona 85301

Phoenix, AZ 85040

- PAGE 3 of 3 -

EXHIBIT "A"

WOOLF LOGISTICS
RAIL CROSSING #1
LEGAL DESCRIPTION

That portion of the Right of Way for Hatcher Road as shown on the Final Plat for “MAB”,
as recorded in Book 1529, Page 48, Records of Maricopa County, Arizona, being
situated within the Southwest quarter of Section 29, Township 3 North, Range 1 West of
the Gila and Salt River Meridian, Maricopa County, Arizona, being more particularly
described as follows:

COMMENCING at the northeast corner of Lot 2 as shown on said Final Plat from which
the southeast corner thereof bears South 00°03'08" East, 308.70 feet;

Thence North 88°52'02" West, 44.38 feet along the north line of said Lot 2, also being
the south Right of Way line of said Hatcher Road to the POINT OF BEGINNING;

Thence continuing along said south Right of Way line, North 88°52'02" West, 34.34 feet
to a non-tangent curve, concave southwesterly, having a radius of 588.80 feet, the center
of which bears South 61°12'51" West;

Thence leaving said south Right of Way line and northwesterly along said curve, through
a central angle of 08°13'36", an arc length of 84.54 feet to a non-tangent line, said line
being the north Right of Way line of said Hatcher Road;

Thence along said north Right of Way line, South 88°52'02" East, 37.59 feet to a non-
tangent curve, concave southwesterly, having a radius of 618.80 feet, the center of which
bears South 55°08'16" West;

Thence leaving said north Right of Way line and southeasterly along said curve, through
a central angle of 07°39'45", an arc length of 82.75 feet to the POINT OF BEGINNING.

The above described parcel contains a computed area of 2,508 sq. ft. (0.0576 acres)
more or less and being subject to any easements, restrictions, rights-of-way of record or
otherwise.

The description shown hereon is not to be used to violate any subdivision regulation of
the state, county and/or municipality or any land division restrictions.

Prepared by: HILGARTWILSON, LLC
2141 E. Highland Avenue, Suite 250
Phoenix, AZ 85016
Project No.: 1033
Date: April 2021

U:\1000\1033\SURVEY\DOCS\LEGALS\1033-RAIL CROSSING 1 LEGAL.docx Page 1 of 1

CURVE TABLE
CURVE NO. | RADIUS | DELTA | LENGTH
WEST QUARTER CORNER >| ou gaan ,
SOTO TN RW cl 588.80’ | 8'13'36” | 84.54
FOUND 3” MCHD BRASS CAP C2 618.80 | 7°39'45” | 82.75’
IN HAND HOLE
LOT 1 OF
FINAL PLAT FOR ”MAB”
BOOK 1529, PAGE 48, M.C.R.
—— ’ 39
a 70 <9 $55°08'16"W
: RADIAL N
HATCHER _ ts [
ARK ROAD > e_|
fisin (BOOK 1529, I WESTERN
OSs PAGE 48, M.C.R.)
cc \, uaehl U1 TRANS LLC
= ae aian
O=-. $88°52'02"E 2019-0293348,
2 s 8 2806.01’ Cpe. i" M.C.R,
Lu S| 3 so) ear NORTHEAST/ | © 8
as CORNER OF |S &
N88°52’02”W LoT2 |S"
3434 P.0.C. 1
MARK ANTHONY
BREWING INC
2021-0171745,
_— M.C.R. LOT 2 OF
FINAL PLAT FOR "MAB”
BOOK 1529,
PAGE 48, M.C.R.
SOUTHWEST CORNER LINE TABLE ae piNguS
SECTION 29, TSN, RIW | LINE NO. | DIRECTION | LENGTH EZ
FOUND 3” MCHD
BRASS CAP ul N88°52'02"W | 44.38"
IN HAND HOLE
PROJ.NO.: 1033 WOOLF LOGISTICS
DATE: APR 2021 RAIL CROSSING #1
SCALE: N.S. GLENDALE, ARIZONA HILGARTWILSON
DRAWN BY: JDL Ki eit ee OHOENIX. AZ 85046 a0
CHECKED BY: KJP E >< P: 602.490.0535 / F:602.368.2436

©2021, HILGARTWILSON, LLC

U: \1000\1033\SURVEY\DOCS\LEGALS\1053-RAIL CROSSING 1 EXHIBIT.dwq 4/7/2021 2:39 PM

EXHIBIT "B”

WOOLF LOGISTICS
RAIL CROSSING #2
LEGAL DESCRIPTION

That portion of the land as described in Document No. 2019-0293348, Records of
Maricopa County, Arizona, being situated within the Southwest quarter of Section 29,
Township 3 North, Range 1 West of the Gila and Salt River Meridian, Maricopa County,
Arizona, being more particularly described as follows:

BEGINNING at the northeast corner of Lot 2 as shown on the Final Plat for “MAB”, as
recorded in Book 1529, Page 48, Records of Maricopa County, Arizona, from which the
southeast corner thereof bears South 00°03'08" East, 308.70 feet;

Thence North 00°03'08" West, 70.01 feet along the westerly line of said Document No.
2019-0293348, also being the easterly line of the Right of Way for Hatcher Road as shown
on said Final Plat;

Thence leaving said westerly line, South 88°52'02" East, 30.01 feet along the easterly
prolongation of the north Right of Way line of said Hatcher Road to the easterly line of
said Document No. 2019-0293348;

Thence leaving said easterly prolongation and along said easterly line,
South 00°03'08" East, 70.01 feet to the easterly prolongation of the south Right of Way
line of said Hatcher Road;

Thence leaving said easterly line and along said easterly prolongation,
North 88°52'02" West, 30.01 feet to the POINT OF BEGINNING.

The above described parcel contains a computed area of 2,100 sq. ft. (0.0482 acres)
more or less and being subject to any easements, restrictions, rights-of-way of record or
otherwise.

The description shown hereon is not to be used to violate any subdivision regulation of
the state, county and/or municipality or any land division restrictions.

Prepared by: HILGARTWILSON, LLC
2141 E. Highland Avenue, Suite 250
Phoenix, AZ 85016
Project No.: 1033
Date: April 2021

U:\1000\1033\SURVEY\DOCS\LEGALS\1033-RAIL CROSSING 2 LEGAL.docx Page 1 of 1

\ es QUARTER CORNER

SECTION 29, T3N, RIW N
FOUND 3” MCHD BRASS CAP WESTERN
IN HAND HOLE TRANS LLC
LOT 1 OF 2019-0293348,
FINAL PLAT FOR "MAB
BOOK 1529, PAGE 48, M.C.R.
=
|_$88°52’02”E
oe 8 “| 30.01’
{ Fa ta
HATCHER = ~ . % -
Oo elk ROAD & 0 2 79 ©
a8 (BOOK 1529, S O° oO
0 2/8 PAGE 48, M.C.R.) 4 Ss
aos = Zz 7)
2 = V S88°52'02"E y]

2 co) ” ry > ”
mes 2864.75 NORTHEAST / |! \|N88°52°02"W
WW S| CORNER OF |S®© | 30.01’

oO ~
mz LoT2 |8e

P.0B. |S
MARK ANTHONY a |
BREWING INC
2021-0171745,
M.C.R. \
LOT 2 OF —~“ WESTERN
a= FINAL PLAT FOR "MAB TRANS LLC
pane a8. ie ; 2019-0293348,
SOUTHWEST CORNER
SECTION 29, TSN, RIW
FOUND 3” MCHD BRASS CAP
c IN HAND HOLE
PROJ.NO.: 1033 WOOLF LOGISTICS Li
DATE: APR 2021 RAIL CROSSING #2 ay
SCALE: N.S. GLENDALE, ARIZONA HILGARTWILSON
CHECKED BY: KJP Fx<rileiT P: 602.490.0535, F: 602.368.2436

©2021, HILGARTWILLSON, LI

LC

U:\1000\1033\ SURVEY \DOCS\LEGALS\1033-RAIL CROSSING 2 EXHBIT.dwg 4/7/2021 4:12 PM