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LICENSE AGREEMENT
This LICENSE AGREEMENT (“Agreement”) is made and entered into by and between the City of
Glendale, an Arizona Municipal Corporation (“City”) and 57GLENDALE, LLC dba La Perla Sports Cantina_
(“Licensee”) (collectively “Parties”) to be effective on the date it is fully executed by all Parties.
RECITALS
A.
The City is the owner of certain real property located at the southeast corner of 57th Drive
and Glendale Avenue, Glendale, Arizona, (“License Area”) more fully described in Exhibit A attached hereto
and will be licensed for use pursuant to this Agreement.
B.
Licensee and City desire for Licensee to use the License Area to provide space to
accommodate outdoor seating for the restaurant and tavern operated by Licensee on real property adjacent to
the License Area in accordance with the terms set forth below.
C.
Licensee and City desire to memorialize their agreement with this document.
AGREEMENT
In consideration of the mutual covenants and conditions set forth herein, and for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. INCORPORATION OF RECITALS. The above recitals are true and correct and are incorporated into
and shall constitute a part of this Agreement.
2. LICENSE. The City hereby grants to Licensee the right to use the License Area only for _outdoor seating
for the restaurant and tavern operated by Licensee on real property adjacent to the License Area and as
otherwise described in § 2.3.d, below (“Permitted Use”) and no other use; and, subject to the provisions
and conditions of this Agreement:
2.1. Use. During the Term of this Agreement, Licensee will have non-exclusive access to the License Area
only as described in § 5, “Licensee’s Operations” for the Permitted Use.
2.2. Project Manager. Upon execution of this Agreement, City and Licensee will each designate a project
manager to coordinate the parties’ performance under this Agreement. Each project manager will
devote such time and effort to the project as may be necessary for timely, good faith and convenient
coordination among all persons involved with the project and compliance with this Agreement. The
City’s project manager will not be exclusively assigned to this Agreement or to work related to the
Licensee’s use.
2.3. Rights, Use Requirements, and Restrictions.
a.
Licensee’s rights under this Agreement are subject to all covenants, restrictions, easements,
agreements, reservations and encumbrances upon, and all other conditions of title to, the License
Area.
b.
Licensee’s rights under this Agreement are subject to all present and future building restrictions,
regulations, zoning laws, ordinances, resolutions and orders of any local, state or federal agency,
now or hereafter having jurisdiction over the License Area or the Licensee’s use of the License
Area.
c.
Licensee may use the License Area only for the Permitted Use and no other use.
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d.
Licensee’s Permitted Use includes the following:
1. _Outdoor seating for the restaurant and tavern operated by Licensee adjacent to the Real Property.
2. All uses as outlined in City Code Chapter 21.3 Downtown Sidewalk Use and Display Permit.
e.
Except for enforcement authority vested in the Glendale Police Department or other
governmental authority, Licensee shall have the right to set and enforce appropriate rules and
guidelines for use of the License Area during the Term.
2.4. “AS-IS” Acceptance. Licensee warrants that it has studied and inspected the License Area, obtained
any information and professional advice the Licensee has determined to be necessary related to this
Agreement, and therefore accepts the same “AS IS” without any express or implied warranties of any
kind, other than those warranties contained in § 12, including any warranties or representations by the
City as to its condition or fitness for any use. Licensee’s acceptance of the License Area “as is” shall
not include the acceptance of any latent dangerous or hazardous condition that is not discoverable
upon inspection.
2.5. Limitation on Grant. The Parties do not by this instrument intend to create a lease, easement, or other
real property interest or vest with Licensee any real property interest in the License Area and nothing
express or implied in this Agreement grants Licensee any right or authority to enter, occupy, or use
any property that is not solely owned by the City and fully described herein.
2.6. Rights Reserved.
a.
Licensee acknowledges that its use of the License Area is subject and subordinate to the City’s
use of the License Area, including use of the License Area for the extension of premise.
b.
City may, at all times, enter upon the License Area for any lawful purpose, provided the action
does not unreasonably interfere with the Licensee’s use or occupancy of the License Area.
3. TERM.
3.1. License Period. This Agreement shall commence on the date the last party signs this Agreement
(“Commencement Date”) and end at 11:59 PM on the date that is one (1) year after the
Commencement Date (“Term”), unless terminated earlier as provided in this Agreement. The
Glendale City Manager or his designee is authorized to extend this License on behalf of the City,
provided that any such extension is for no more than one (1) year and the License is not extended
more than three (3) times. Any amendment of this License or extension of the License term beyond
the three (3) one- year extensions authorized in this paragraph requires the approval of the Glendale
City Council.
3.2. The Effective Date of the License Agreement shall be the date it is fully executed by all Parties.
3.3. Surrender of Possession.
a.
Upon the expiration or termination of this Agreement, the Licensee’s right to occupy the License
Area and to exercise the privileges and rights granted by this Agreement cease, and it must
surrender and leave the License Area in as good condition as it was provided to Licensee,
including removal of personal property from the License Area, and removal of any paper, litter
or trash.
b.
If Licensee fails to remove any of its property upon expiration or termination of this
Agreement, the City may remove the property, at the Licensee's expense.
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3.4. Hold-Over. In the event Licensee continues to occupy the License Area after the expiration or
termination of this Agreement, such hold-over does not constitute a renewal or extension of this
Agreement and in no case may the hold-over exceed the term of this agreement.
4. LICENSE FEES. For its right to use the License Area, the City accepts the following consideration as
full remuneration for the Licensee’s use in accordance with the License Agreement to be paid on or before
the Commencement Date of this agreement:
4.1. Licensee shall pay a sum of Fifty Dollars ($50) per year for use of the License Area, and will make
such payments of Fifty Dollars ($50) to the City no later than thirty (30) days after the anniversary of
the Commencement Date in the event this Agreement is renewed.
4.2. The City reserves the right to waive any fees described in this License Agreement when appropriate
and in accordance with applicable law. The decision to waive any such fees is in the City’s sole and
absolute discretion.
5. LICENSEE’S OPERATIONS.
5.1. Generally.
a.
Licensee must at all times have on-call and at the City’s access an active, qualified and
experienced representative to supervise the Permitted Use and who is authorized to act for the
Licensee in matters pertaining to all emergencies and the operation of the Permitted Use.
Licensee will provide the City with the name and 24-hour telephone number for the Licensee
Project Manager.
b.
Licensee, at all times during the Term of this Agreement, must operate and maintain the License
Area in a clean and orderly condition and use commercially reasonable care in the use of the
License Area so as not to constitute a nuisance, jeopardize the public safety, sell or distribute
alcohol or illegal drugs, permit nudity, or allow any other unlawful activity.
c.
The Licensee is responsible for obtaining and paying for all utilities necessary to support the
Permitted Use of the License Area.
d.
Licensee will procure, at its sole cost, any license, permit or approval of any governmental agency
having jurisdiction over the License Area necessary for the Permitted Use of the License Area
(“Governmental Approvals”). Licensee’s obligations under this Agreement shall be subject to
receipt of all Governmental Approvals. Each Party will cooperate with the other in good faith to
obtain the Government Approvals, and City will promptly execute all applications and other
documentation necessary for Licensee to obtain the Governmental Approvals. Licensee shall
reimburse City within ten (10) days for any penalties or fines resulting from Licensee’s failure to
comply with any Governmental Approvals.
5.2.
Improvements and Services.
a.
Licensee’s Contractors
Licensee may use contractors and suppliers in its reasonable discretion in the performance of
Improvements and Services. Licensee shall ensure that the Licensee’s contractor/s performing
work at the License Area maintain the minimum insurance requirements identified in this License
Agreement. The insurance policies shall be endorsed to contain the City of Glendale, its officers,
officials, employees, and volunteers as an additional insured in connection with its Permitted Use
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and Improvements and any other work or operations.
1. Licensee’s Improvements must be designed and materials and labor purchased at the
Licensee’s sole expense. In the event Licensee or its Contractors cause damage to City
owned property, the Licensee is responsible for reporting the claim to the applicable
insurance company.
2. In no event is the City obligated to compensate Licensee or any contractor or supplier in
any manner for any of the Licensee’s Improvements or other work performed by Licensee
or any contractor in connection with the Permitted Use or during or related to this
Agreement.
3. Licensee must timely pay for all labor, materials, and work, and all professional and other
services related to its operations within the License Area, and will defend, indemnify and
hold harmless the City against all related claims caused, in whole or in part, by Licensee and
no liens against the License Area shall be permitted.
4. All work performed on the License Area by Licensee or any sub-contractors must be
performed in a workmanlike manner, as reasonably determined by the City, and will be
diligently pursued to completion and in conformance with all building codes and similar
rules.
5.3. Insurance.
a.
Licensee and any and all Contractors shall procure and maintain until all obligations have been
discharged the minimum insurance requirements as outlined below in connection with its
Permitted Use and Improvements and any other work or operations in the License Area. The
insurance requirements contained herein are minimum requirements and in no way limit the
indemnity covenants contained in the License. The City in no way warrants that the minimums
are sufficient to protect Licensee or its Contractors as they are free to purchase additional
insurance as they deem necessary.
Minimum Insurance Requirements
The following are the minimum requirements unless otherwise authorized in writing by the City’s
Risk Manager and notated as an Exhibit to this agreement.
1. Workers' Compensation Insurance as required by the State of Arizona with Statutory Limits.
This policy shall include Employer's Liability insurance with limits no less than
$1,000,000 per accident for bodily injury or disease.
2. Commercial General Liability Insurance on an occurrence basis that includes property
damage, fire damage legal liability, bodily injury, personal and advertising injury, products
and completed operations and contractual liability with limits not less than $2,000,000 per
occurrence, $4,000,000 aggregate and $100,000 fire damage liability.
3. Automobile Liability Insurance that includes bodily injury and property damage for any
owned, hired and non-owned vehicles with a combined single limit not less than
$1,000,000.
b.
Insurance is to be placed with insurers duly licensed or authorized to do business in the State of
Arizona with an AM Best rating not less than A-, VII by AM Best.
c.
The General and Automobile liability policies shall contain or be endorsed to contain the City of
Glendale, its officers, officials, and employees as additional insureds with respect to liability
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arising out of Licensee’s Permitted Use and Improvements and any other work or operations in
the License Area. To the extent that City volunteers are utilized to perform work or operations
in the License Area, with the prior consent and agreement of Licensee, then Licensee will name
such volunteers as additional insured with respect to the General and Automobile liability
policies.
d.
Licensee’s insurance coverage shall be primary insurance with respect to the City, its officers,
officials, and employees. Any insurance or self-insurance maintained by the City, its officers,
officials, or employees shall be excess of the Licensee’s insurance and shall not contribute with
it.
e.
As commercially reasonable and at any time, City’s Risk Manager may alter the requirements
above or determine additional insurance is necessary for Licensee’s operations.
f.
Notice of Cancellation. Each insurance policy shall be endorsed to state that coverage shall not
be canceled except after thirty (30) days’ prior written notice (10 days for non-payment) has been
given to the City.
g.
Licensee and any and all Contractors shall furnish the City with original certificates and
amendatory endorsements or copies of the applicable policy language providing the required
insurance coverage. All certificates and endorsements are to be received by the City before work
commences. However, failure to obtain the required documents prior to the work beginning
shall not waive the Licensee’s obligation to provide them. The City reserves the right to require
complete, certified copies of all required insurance policies, including endorsements, required by
these specifications, at any time.
h.
Waiver of Subrogation. Licensee hereby grants to City a waiver of any right to subrogation which
any insurer of said Licensee may acquire against the City by virtue of the payment of any loss
under such insurance. Licensee agrees to make reasonable efforts to obtain any endorsement
that may be necessary to affect this waiver of subrogation, but this provision applies regardless
of whether or not the City has received a waiver of subrogation endorsement from the insurer.
i.
Notices to the City. The Licensee will provide the City, without request, copies of any petition
or application related to any filing by the Licensee of bankruptcy, receivership or trusteeship and
any notices received from regulatory agencies pertaining to the operations.
6. DAMAGE OR DESTRUCTION. The City has no obligation to reimburse the Licensee for the loss of
or damage to fixtures, equipment or other personal property of Licensee, except for such loss or damage
as is caused by the sole negligence or fault of the City or its officers, employees or agents.
7. INDEMNIFICATION AND LIMITATION OF LIABILITY.
7.1. Licensee will defend, indemnify and hold harmless the City, its officers, officials, and employees, and
agents (collectively, the “City”) from and against any and all losses, damages, claims, actions, liabilities
for bodily injury or personal injury (including death) or loss or damage to tangible or intangible
property (collectively, “Claims”) of whatever nature, including reasonable attorney’s fees, court costs,
expert witness fees, costs of litigation or expenses, cost of claim processing and investigation, caused
in whole or in part that arise out of any act or omission of Licensee or its agents, employees and
invitees (collectively, “Licensee”) in connection with Licensee’s, or related to Licensee’s owners,
officers, directors, agents or contractors, Permitted Use and operations in the License Area and that
result directly or indirectly in any type of injury to or death of any person or the damage to or loss of
any property, or that arise out of Licensee’s use, activities or operations, including the failure of the
Licensee to comply with any provision of this Agreement (collectively “Licensee’s Conduct”).
a.
City will in all instances, except for loss, damages or claims resulting from the sole negligence or
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fault or gross negligence of City, be defended and indemnified by Licensee against any and all
Claims arising out of Licensee’s Conduct. Licensee will be responsible for primary loss
investigation, defense and judgment costs where the indemnification is applicable. City will give
the Licensee prompt notice of any claim made or suit instituted that may subject the Licensee to
liability under this section, although timing of such notice will not diminish Licensee’s duty to
defend and indemnify unless such timing actually prejudices Licensee’s ability to defend or
Licensee’s legal rights and remedies thereunder, and the Licensee will have the right to
compromise and defend the same to the extent of its own interest.
b.
City shall cooperate with Licensee and its counsel in such defense.
c.
City may, but does not have the duty to, participate in the defense of any Claim with attorneys
of the City’s selection and at the City’s sole cost without relieving the Licensee of any obligations
hereunder.
d.
Licensee’s obligations under this Agreement survive any termination of this Agreement or the
Licensee’s use or activities in the License Area.
e.
In consideration for the use of the premises, the Licensee agrees to waive all rights of subrogation
against the City, its officers, officials, employees, and agents arising from Licensee’s use,
activities, operations or occupancy of the premises.
7.2. Limitation of Liability. In no event is either party liable or obligated to the other party or any third
party for any special, incidental, exemplary, consequential, punitive or indirect damages regardless of
the form of action, whether under theory of contract, tort (including negligence), strict liability or
otherwise, even if informed of the possibility of any such damages in advance. The foregoing
limitation on liability shall not apply to claims for which a party is obligated to provide indemnity
under this Agreement, claims arising from fraud, gross negligence or willful misconduct of a party,
claims for breach of confidentiality, or claims of infringement of intellectual property rights.
7.3.
The indemnity obligations in this section shall survive expiration or termination of this Agreement.
8. TAXES AND LICENSES.
8.1.
Licensee must pay any leasehold tax, possessory-interest tax, sales tax, personal property tax,
transaction privilege tax or other exaction assessed or assessable as a result of its occupancy of the
License Area under authority of this Agreement, including any such tax assessable on the City.
8.2.
Licensee must, at its own cost, obtain and maintain in full force and effect during the Term of this
Agreement all licenses and permits required for all activities authorized by this Agreement.
9. RULES AND REGULATIONS. Licensee must at all times comply with all federal, state and local laws,
ordinances, rules and regulations which are applicable to its use and construction activity or operations on
the License Area, including all laws, ordinances, rules and regulations adopted after the Effective Date.
Licensee must display to the City, upon request, any permits, licenses or other evidence of compliance
with all laws.
10. TERMINATION.
10.1. For Cause.
a.
Either party may terminate this Agreement in the event that the other party breaches this
Agreement and fails to promptly remedy such breach within forty-eight (48) hours after receipt
of notice from the other party. Notice must be made to either party’s Project Manager, which
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notice may be verbal if provided on-site at the License Area to the other party’s representative
but must be followed up with an email to the other party’s Project Manager documenting the
deficiency.
b.
In the event either party fails to perform any of its obligations under this Agreement and such
failure continues for forty-eight (48) hours and will impair the Permitted Use of the License Area,
either party shall, in addition to all other rights and remedies available, have the right, but not the
obligation, to perform the obligations of the offending party and collect from such, or set-off
against amounts otherwise due, all sums actually expended to effect such cure.
c.
Licensee may terminate this Agreement in the event of any of the following and, if such an event
occurs, the City will process a refund for the amount of the License Fee paid, but will not be
liable for any other damages:
1. Prior to the use of the License Area Licensee reasonably determines that the License Area
is no longer technically compatible for its use or that it does not intend to use the License
Area for its intended purposes.
2. Issuance by a court of competent jurisdiction of an injunction in any way preventing or
restraining the Licensee’s use of any portion of the License Area.
3. The License Area becomes unusable as a result of inclement weather or other Act of God.
4. Licensee cannot obtain the required licenses or permits or it becomes, in Licensee’s sole and
reasonable discretion, unduly burdensome or cost prohibitive to obtain such licenses or
permits.
5. Licensee’s event is cancelled due to Covid-19 or other circumstances beyond Licensee’s
control.
d.
The City may terminate this Agreement and seek damages in the event of any of the following:
1. The failure of Licensee to perform any of its obligations under this Agreement, provided
that Licensee fails to remedy this failure within forty-eight hours of receiving written notice
from the City of said failure.;
2. The filing of any lien against the License Area because of any act or omission of the Licensee
that is not discharged or fully bonded within 30 days of receipt of actual notice by the
Licensee.
3. If the Licensee at any time and for any reason fails to maintain all insurance coverage
required by this Agreement, alternatively, and at its sole discretion, the City may secure the
required insurance at the Licensee’s expense which will be immediately due and payable.
11. DEFAULT. Failure by a Party to take any authorized action upon default by the other party of any of the
other party’s breach of a term, covenant, condition or obligation of this Agreement, or the failure to declare
any default or breach immediately upon occurrence thereof or delay in taking any action in connection
therewith, shall not waive such default or breach or such covenant, term, or condition or any subsequent
default or breach thereof.
12. REPRESENTATIONS AND WARRANTIES.
The City represents and warrants to the Licensee that:
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12.1. It has the full right, power, and authority to execute this Agreement;
12.2. The City’s execution and performance of this Agreement will not violate any laws, ordinances,
covenants, mortgages, licenses or other agreements binding on the City.
12.3. The City shall deliver the License Area to Licensee on the Commencement Date free and clear of
any equipment, personal property, trash, plant material and debris.
12.4. The City will not take any action inconsistent with Licensee’s use of the License Area during the
Term of this Agreement.
12.5. The City has not and will not contract with, authorize or permit any vendors, merchants, lessees or
other third parties to have access to or make any use of the License Area during the Term of this
Agreement.
12.6. Licensee represents and warrants to the City that Licensee is authorized to do business and is in good
standing in Arizona.
13. HAZARDOUS WASTE.
13.1. Licensee must not produce, dispose, transport, treat, use or store any hazardous waste or toxic
substance upon or about the License Area subject to regulation under the Arizona Hazardous Waste
Management Act, A.R.S. § 49-901 et seq., the Resource Conservation and Recovery Act, 42
U.S.C. 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. 2601 et seq., or any other federal,
state or local law pertaining to hazardous waste or toxic substances.
13.2. Licensee must not use the License Area in a manner inconsistent with any regulations, permits or
approvals issued by the Arizona Department of Health Services.
13.3. Licensee must defend, indemnify and hold the City harmless against any loss or liability incurred by
reason of any hazardous waste or toxic substance on or affecting the License Area attributable to or
caused in any way by the Licensee, and immediately notify the City of any hazardous waste or toxic
substance at any time discovered or existing upon the License Area.
13.4. Licensee must promptly and without a request by the City provide the City’s Environmental Program
Manager with copies of all written communications between the Licensee and any governmental
agency concerning environmental inquiries, reports or problems on the License Area.
14. PARTIES’ PERSONNEL. Each party’s personnel are, and shall at all times remain, employees or
contractors of such party, and each party shall exercise control over the conduct of their personnel and
shall pay all wages, employee benefits and related expenses to the full extent required by law including,
without limitation, all governmental employment taxes and unemployment insurance.
15. INDEPENDENT CONTRACTOR. Nothing herein shall be deemed or construed to create a
partnership, joint venture or agency relationship between the parties. Licensee is strictly an independent
contractor subject to no control by City other than as expressly provided herein.
16. NOTICES. Except as otherwise provided, all notices required or permitted to be given under this
Agreement may be personally delivered or mailed by certified mail, return receipt requested, postage
prepaid, to the following addresses:
To City:
City of Glendale
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Attn: Kevin R. Phelps, City Manager
5850 W Glendale Avenue
Glendale, AZ 85301
Email: citymanager@glendaleaz.com
with copy to:
City of Glendale
Attn: Michael D. Bailey, City Attorney
5850 West Glendale Avenue
Glendale, AZ 85301
Email: mbailey@glendaleaz.com
with copy to:
City of Glendale
Attn: Daniel Sabillon
5850 West Glendale Avenue
Glendale, AZ 85301
Email: dsabillon@glendaleaz.com
To Licensee:
57Glendale, LLC dba La Perla Sports Cantina
Attn: Mark Tafoya
5723 West Glendale Avenue
Glendale, AZ 85301
Email: mark.tafoya@gmail.com
16.1. Either party may designate in writing a different address for notice purposes pursuant to this section.
16.2. Any notice or other communication directed to a party to this Agreement shall become effective
upon the earliest of the following: (a) actual receipt by that party; (b) delivery to the address of the
party, addressed to the party; or (c) if given by certified or registered U.S. Mail, return receipt
requested, 72 hours after deposit with the United States Postal Service, addressed to the party.
17. ASSIGNMENT. Neither Party may assign or sublease any of its interest, rights, or obligations of this
Agreement hereunder without the prior written consent of the other Party. Any attempted assignment,
delegation, or transfer without the necessary consent will be void.
18. SEVERABILITY. If any provision of this Agreement is declared invalid by a court of competent
jurisdiction, the remaining terms remain effective, provided that elimination of the invalid provision does
not materially prejudice either party with regard to its respective rights and obligations; in the event of
material prejudice, then the adversely affected party may terminate this Agreement.
19. IMMIGRATION LAW COMPLIANCE.
19.1. Licensee, and on behalf any subcontractor, warrants, to the extent applicable under A.R.S. § 41-
4401, compliance with all federal immigration laws and regulations that relate to their employees as
well as compliance with A.R.S. § 23-214(A) which requires registration and participation with the E-
Verify Program.
19.2. Any breach of warranty under this section above is considered a material breach of this Agreement
and is subject to penalties up to and including termination of this Agreement.
19.3. City retains the legal right to inspect the papers of Licensee or subcontractor employee who performs
work under this Agreement to ensure that Licensee or any subcontractor is compliant with the
warranty under this section.
19.4. City may conduct random inspections, and upon request of the City, Licensee must provide copies
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of papers and records demonstrating continued compliance with the warranty under this section.
Licensee agrees to keep papers and records available for inspection by the City during normal
business hours and will cooperate with City in exercise of its statutory duties and not deny access to
its business premises or applicable papers or records for the purposes of enforcement of this section.
19.5. Licensee agrees to require any subcontractor to warrant their compliance with all federal immigration
laws and regulations that relate to their employees as well as compliance with A.R.S. § 23-214(A)
which requires registration and participation with the E-Verify Program.
19.6. Licensee’s warranty and obligations under this section to the City is continuing throughout the term
of this Agreement or until such time as the City determines, in its sole discretion, that Arizona law
has been modified in that compliance with this section is no longer a requirement.
19.7. The “E-Verify Program” above means the employment verification program administered by the
United States Department of Homeland Security, the Social Security Administration, or any
successor program.
20. CONFLICTS. This Agreement is subject to cancellation for conflicts of interest under the provisions of
A.R.S. § 38-511.
21. GOVERNING LAW; CHOICE OF FORUM. This Agreement shall be deemed to be made under, shall
be construed in accordance with, and shall be governed by the internal, substantive laws of the State of
Arizona (without reference to conflict of law principles). Any action brought to interpret, enforce or
construe any provision of this Agreement shall be commenced and maintained in the Superior Court of
the State of Arizona in and for the County of Maricopa (or, as may be appropriate, in the Justice Courts of
Maricopa County or in the United States District Court for the District of Arizona, if, but only if, the
Superior Court lacks or declines jurisdiction over such action). The Parties irrevocably consent to
jurisdiction and venue in such courts for such purposes and agree not to seek transfer or removal of any
action commenced in accordance with the terms of this Section. If any litigation or arbitration between the
City and the Licensee arises under this Agreement, the successful party is entitled to recover its reasonable
attorney’s fees, expert witness fees and other costs incurred in connection with the litigation or arbitration.
22. MISCELLANEOUS.
22.1. This Agreement, together with all exhibits hereto, constitutes the entire agreement between the
parties, and supersedes all representations, statements or prior agreements and understandings both
written and oral with respect to the matters contained in this Agreement and exhibits hereto. No
person has been authorized to give any information or make any representation not contained in this
Agreement.
22.2. The parties have participated jointly in the drafting of this Agreement, and agree that it shall be
interpreted, applied, and enforced according to the fair meaning of its terms and not be construed
strictly in favor or against either party, regardless of which party may have drafted any of its
provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and
effect.
22.3. No provision of this Agreement may be waived or modified except by a written agreement signed
by the party against whom such waiver or modification is sought to be enforced. The terms of this
Agreement shall be binding upon and inure to the benefit of each party, and its successors and
assigns.
23. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed
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counterpart of a signature page to this Agreement by facsimile (or other commonly-used electronic means
e.g., PDF) shall be effective as delivery of a manually executed counterpart of this Agreement.
24. NON-DISCRIMINATION. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran status or any
disability. Contractor will require any Sub-contractor to be bound to the same requirements as stated within
this section. Contractor, and on behalf of any subcontractors, warrants compliance with this section.
25. NO BOYCOTT OF ISRAEL. The Parties agree that they are not currently engaged in, and agree that
for the duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined in
A.R.S. §35-393.
[Signatures on the following page.]
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EXECUTED to be effective on the date the agreement is fully executed by all Parties.
CITY OF GLENDALE, an Arizona municipal
corporation
Kevin R. Phelps, City Manager
Date:
ATTEST:
Julie Bower, City Clerk
(SEAL)
APPROVED AS TO FORM:
Michael D. Bailey, City Attorney
57GLENDALE LLC, a Arizona Limited
Liability corporation
By: Mark Tafoya
Its: Owner
Date:
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EXHIBIT A
LICENSE AREA