2023-11-16_2023-08-24-REVOCABLE-LICENSE-AGREEMENT--PC 415--CUSTOM-LANDSCAPE-MATERIALS-LLC (1).DOCX

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REVOCABLE LICENSE AGREEMENT FOR USE OF REAL PROPERTY
MARICOPA COUNTY LICENSE NO.: XXX
APN: 506-99-002
C-64-24-______-X-00
This non-exclusive License Agreement (“Agreement”) is entered into by and between Custom 
Landscape Materials, LLC, an Arizona limited liability company (“Licensor”), and Maricopa County, 
a political subdivision of the State of Arizona (“Licensee”), as of the last date written below.  Licensor and 
Licensee may collectively be referred to herein as the "Parties" or individually as a "Party". 
RECITALS
WHEREAS, Licensor is the owner of that certain real property located near Aguila Road and mile 
marker 10 in Maricopa County, Arizona, which, at the time of the execution of this Agreement, is known 
as Maricopa County Assessor Parcel Number (APN) 506-99-002 ("Property"); and
WHEREAS, the Licensee requests the right to install, operate, and maintain a Klein water tank 
including attaching a hose to the central water supply (“Permitted Use”) on the Property (“Tank Site”).
TERMS OF AGREEMENT
THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good 
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto 
agree as follows:
1.
RECITALS
The Recitals, by this reference, are hereby incorporated into and made a part of this Agreement.
2.
REPRESENTATIONS AND WARRANTIES
A. Licensor represents and warrants to Licensee that:
(i)
Licensor is the owner of the Property.
(ii)
The authorized signatory of Licensor has full right, power, and authority to execute and 
bind Licensor to this Agreement and that Licensor has taken all necessary corporate or 
governmental action to authorize its signatory below. 
(iii)
Licensor's execution and performance of this Agreement will not violate any laws, 
ordinances, covenants, mortgages, licenses, or other agreements binding on Licensor.
B. Licensee has inspected the Tank Site and accepts the same "AS IS'' without any express or implied 
warranties of any kind, other than those representations and warranties contained in subsection (A) 
above, including any warranties or representations by Licensor as to title to the Property or its 
condition or fitness for any use.

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3.
GRANT OF LICENSE; TERM
A. Upon full execution by the Parties, this Agreement shall be effective as of January 1, 2024 
(“Effective Date”) and continue for ten (10) year(s) (“Term”) unless terminated earlier pursuant to 
the terms of this Agreement.
B. Licensor grants to Licensee the option to renew this license for one (1) additional ten (10) year 
term.  To exercise this option, Licensee shall provide Licensor with written notice of its intent to 
renew no later than ninety (90) days prior to the expiration date.
C. Nothing in this Agreement shall be construed as granting Licensee the authority to use any property 
that is owned by any person or entity other than Licensor.
D. This Agreement is not intended to represent permission granted in perpetuity. Either Party may 
terminate this Agreement for any reason or no reason without liability to the other Party, except as 
otherwise provided herein, by giving thirty (30) days' advance written notice to the other of intent 
to terminate.
E. If Licensee continues to occupy the Tank Site after the expiration or termination of this Agreement, 
holding over will not be considered to operate as a renewal or extension of this Agreement.
F.
Notwithstanding any provision in this Agreement to the contrary or any negotiation, 
correspondence, course of performance or dealing, or other statements or acts by or between the 
parties, Licensee's rights in the Tank Site are limited to the rights created by this Agreement, which 
create only a license in the Tank Site, which is revocable only as set forth expressly herein.  
Licensee has no real property interest in the Tank Site. Licensee's rights are subject to all covenants, 
restrictions, easements, agreements, reservations, and encumbrances upon, and all other conditions 
of title to the Tank Site. Licensee's rights under this Agreement are further subject to all present 
and future building restrictions, regulations, zoning laws, ordinances, resolutions, and orders of any 
local, state, or federal agency, now or later having jurisdiction over the Tank Site or Licensee's use 
of the Tank Site.
G. This Agreement is specific to Licensee and may not be transferred or assigned in any manner, 
without the prior written approval of Licensor.
4.
LICENSE FEES; WATER USAGE FEE
A. Licensee shall not pay a use fee to Licensor for Licensee's use of the Tank Site.
B. Licensee shall not pay a water charge for the water Licensee draws to the Klein tank from 
Licensor’s central water supply. 
5.
UTILITIES

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Licensee shall, at its sole cost and expense, pay for all utilities necessary for Licensee’s use of the Tank 
Site.
6.
PERMITTED USE; USE RESTRICTIONS
A. Licensee shall not remove, damage, or alter in any way any existing improvements or personal 
property of Licensor within the Tank Site without Licensor's prior written approval, which shall 
not be unreasonably withheld. Licensee shall repair any damage or alteration to Licensor's property 
to as similar as possible to the condition that existed before the damage or alteration, reasonable 
wear, and tear excepted.
B. Licensee shall use the Tank Site solely for the Permitted Use and none other.
C. Licensee shall have a non-exclusive right for ingress and egress for the Permitted Use, which right 
shall be exercised so as to not unreasonably interfere with any Licensor operations. Licensor shall 
maintain access to the site.
D. Licensee shall keep the Tank Site maintained, orderly, and clean at all times.
E. Subject to the terms set forth herein, Licensee acknowledges that Licensee's use of the Tank Site 
shall be subject and subordinate to, and shall not adversely affect, Licensor's use of the Tank Site.
7.
HAZARDOUS WASTE
Licensee shall not produce, dispose, transport, treat, use or store any hazardous waste or toxic substance 
upon or about the Tank Site in violation of the Arizona Hazardous Waste Management Act, ARIZONA  
REVISED STATUTES ("ARS") § 49-901 et seq., the Resource Conservation and Recovery Act, 42 
UNITED STATES CODE ("USC") 6901 et seq., the Toxic Substances Control Act, 15 USC 2601 et seq., 
or any other federal, state or local law pertaining to hazardous waste or toxic substances.  Licensee shall 
not use the Tank Site in a manner inconsistent with any regulations, permits, or approvals issued by any 
state agency.  Licensee shall defend, indemnify, and hold Licensor harmless against any loss or liability 
incurred by reason of any hazardous waste or toxic substance on or affecting the Tank Site to the extent 
caused by Licensee during the Term or any renewal term of this Agreement, and Licensee shall immediately 
notify Licensor of any hazardous waste or toxic substance at any time discovered or existing upon the Tank 
Site. Licensee shall promptly and, without a request by Licensor, provide Licensor with copies of all written 
communications between Licensee and any governmental agency concerning environmental inquiries, 
reports, or problems relating to hazardous waste or toxic substances on the Tank Site.
8.
CONSTRUCTION AND MAINTENANCE
A. Licensee shall, at its sole cost and expense, pay for all Licensee improvements to the Tank Site, 
including costs associated with construction, operation, and maintenance, unless damage thereto is 
caused by Licensor or its agents or contractors.

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B. All improvements made by Licensee to the Tank Site pursuant to the terms of this Agreement are 
subject to, and must be in compliance with, all applicable codes, ordinances, and laws, as well as 
constructed in conformance with the local governing agencies’ approved design standards.
C. Licensee shall not permit any liens to remain on the Tank Site by virtue of any work performed 
under this Agreement.
9.
INDEMNIFICATION
Each Party (as "indemnitor") agrees to indemnify, defend and hold harmless the other Party (as 
"indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable 
attorney's fees) (hereinafter collectively referred to as "claims") arising out of bodily injury of any person 
(including death) or property damage, but only to the extent that such claims are caused by the willful 
misconduct or gross negligence of the indemnitor, its officers, officials, agents employees, or volunteers.
10. INSURANCE
Licensor acknowledges that Licensee is self-insured. Licensee shall provide Licensor with a certificate of 
self-insurance.
11. DAMAGE OR DESTRUCTION
Licensor has no obligation to reimburse Licensee for the loss of or damage to fixtures, equipment or other 
personal property, except for loss or damage as is caused by the negligence or fault of Licensor or its 
officers, employees or agents.  
12. SURRENDER OF POSSESSION
Upon the expiration or termination of this Agreement, Licensee's right to occupy the Tank Site and exercise 
the privileges and rights granted under this Agreement shall cease, and it shall, at its sole cost and expense, 
remove all of Licensee’s personal property, which includes, but is not limited to, the Klein water tank, hose, 
and meter, and surrender and leave the Tank Site in good condition, normal wear and tear excepted, within 
sixty (60) days of the expiration date or termination date of this Agreement.
13. NOTICE
A. 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 LICENSOR: 
Custom Landscape Materials, LLC 
Attention: Sam Schippers
P.O. Box 759
Buckeye, AZ 85326

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TO LICENSEE: 
Maricopa County Department of Transportation 
Attention: Roadway Operation Division Manager
2901 W. Durango Rd. Phoenix, AZ 85009
B. Any notice given by certified mail shall be deemed to be received on the third business day after 
the date of mailing.  Either Party may designate in writing a different address for notice purposes 
pursuant to this Section.
14. SEVERABILITY
If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining 
terms shall 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.
15. TAXES AND LICENSES
A. Licensee shall 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 
Tank Site under authority of this Agreement.  If laws or judicial decisions result in the imposition 
of a real property tax on the interest of Licensor as a result of Licensee's occupancy of the Tank 
Site, the tax shall also be paid by Licensee on a proportional basis for the period this Agreement is 
in effect.
B. Licensee shall, at its own cost, obtain and maintain in full force and effect during the term of this 
Agreement, any and all licenses and permits required for the activities authorized by this 
Agreement.
16. ALTERNATIVE DISPUTE RESOLUTION
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or 
the breach thereof, the Parties hereto mutually agree to use reasonable efforts to resolve the dispute, claim, 
question, or disagreement at the lowest level possible and to proceed diligently with performance to the 
degree unaffected by the dispute or pending dispute resolution.  If the matter cannot be resolved and/or is 
not resolved at the lowest level, and provided no notice of termination of this Agreement has been given by 
either Party to the other, the Parties hereto shall:
A. Submit the unresolved dispute to mandatory, binding arbitration.  Notice of the dispute must be 
made in writing in the manner set forth in Section 13 of this Agreement and shall provide a 
summary of the issue of the dispute.  The Parties shall confer within thirty (30) days of the Party’s 
receipt of such notice and must, within ten (10) days after conferring, agree on a mutually 
acceptable arbitrator.  If the Parties cannot agree, each Party shall name one (1) arbitrator, who 
shall together select a third arbitrator.  Any decisions made shall be made by a majority of the panel 
of three (3) arbitrators.  Such arbitration shall be binding and subject to enforcement action.
B. The Party not prevailing in the arbitration shall pay to the prevailing Party a sum which the 
arbitrator determines is reasonable for attorney fees and costs.

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17. RULES AND REGULATIONS
Licensee shall at all times comply with all federal, state, and local laws, ordinances, rules, and regulations 
that are applicable to its operations and the Tank Site, including all laws, ordinances, rules, and regulations 
adopted after the Effective Date.
18. RIGHT OF ENTRY RESERVED
A. Licensor may, at any time, enter upon the Tank Site for any lawful purpose, so long as the action 
does not unreasonably interfere with Licensee's use or occupancy of the Tank Site.
B. Without limiting the generality of the foregoing, Licensor and any furnisher of utilities and other 
services shall have the right, at their own cost, to maintain existing and future utility, mechanical, 
electrical and other systems and to enter upon the Tank Site at all times to make repairs, 
replacements or alterations thereto that may, in the opinion of Licensor, be deemed necessary or 
advisable and from time to time to construct or install over, in, or under the Tank Site or the systems 
or parts thereof and, in connection with the maintenance, use the Tank Site for access to other areas 
in and around the Tank Site; provided that in the exercise of the right of access, repair, alteration 
or new construction, Licensor shall not unreasonably interfere with the use and occupancy of the 
Tank Site by Licensee.
C. Exercise of any of the foregoing rights by Licensor or others pursuant to Licensor's rights shall not 
constitute an eviction of Licensee, nor be made the grounds for any abatement of rent or any claim 
for damages.
19. OWNERSHIP OF EQUIPMENT
It is expressly understood and agreed that Licensee retains title to all equipment installed by it and may 
modify, replace, or remove such equipment when necessary. Licensee and Licensor acknowledge that all 
equipment and improvements of Licensee shall be deemed personal property of Licensee.
20. CONFLICTS OF INTEREST; TERMINATION
A. This Agreement is subject to cancellation pursuant to Arizona Revised Statutes (A.R.S.) § 38-511 
for conflict of interest, the provisions of which are incorporated herein by reference.
B. In addition to the right of either Party to terminate this Agreement as set forth in Section 3D above, 
this Agreement may also be terminated:
(i) By Licensee at the end of any fiscal funding year for non-appropriation of funds upon giving 
thirty (30) days advance written notice to the other Party.  Licensor’s fiscal year ends on June 
30; and
(ii) For default of either Party with thirty (30) days advance written notice provided, however that 
termination of this Agreement for default shall not relieve the Licensee of the obligation for

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payment of any sums then due to the Licensor, or from any claim for damages previously 
accrued or then accruing against the Licensee; and
(iii)At any time by mutual written agreement of the Parties.
21. DEFAULT
It shall be considered an event of default if either Party fails to comply with specific requirements of this 
Agreement where such failure continues for a period of thirty (30) calendar days after notice of default is 
given to the other Party in accordance with Section 13 of this Agreement, provided, however, that if such 
default is of a nature that it cannot reasonably be cured within said thirty (30) days, then the cure period 
may be extended by the other Party, in writing, for a longer time as may be reasonably necessary, so long 
as the Party commences to cure the failure within said thirty (30) day period, in good faith and with due 
diligence, and thereafter diligently and continuously pursues the same to completion.
22. 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 Property. 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 Property or the Tank Site.
23. VENUE; GOVERNING LAW
The proper venue for any proceeding at law or in equity or under the provisions for arbitration shall be 
Maricopa County, Arizona, and Licensor and the Licensee hereby waive any right to object to venue. This 
Agreement shall be construed in accordance with and be governed by the laws of the State of Arizona.
24. MISCELLANEOUS
A. This Agreement constitutes the entire agreement between the parties concerning the subject matter 
stated and supersedes all prior negotiations, understandings, and agreements, either oral or written, 
between the parties concerning those matters. 
B. This Agreement shall be interpreted, applied, and enforced according to the fair meaning of its 
terms and not be construed strictly in favor of or against either Party, regardless of which Party 
may have drafted any of its provisions. 
C. No provision of this Agreement may be waived or modified except by a writing signed by the Party 
against whom the waiver or modification is sought to be enforced. 
D. This Agreement may be executed in any number of counterpart copies, each of which shall be 
deemed an original, but all of which together shall constitute a single instrument. 
E. The terms of this Agreement are binding upon and inure to the benefit of the Parties' successors 
and assigns.

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F.
Licensee shall not be considered an officer, employee, or agent of the Licensor, nor shall Licensor’s 
officers, agents, employees, and guests be considered employees of Maricopa County.  In addition, 
nothing contained in this Agreement shall create any partnership, joint venture, or other 
arrangement among the Parties.  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.
G. This Agreement, together with any exhibits attached hereto and any agreements executed 
contemporaneously herewith, constitutes the entire agreement between the Parties and sets forth all 
of the covenants, promises, agreements, conditions, and understandings among the Parties, and 
there are no covenants promises, agreements, conditions or understandings, either oral or written, 
among the Parties other than as set forth herein.  This Agreement cannot be modified or changed 
except by a written instrument executed by the Parties.  The Parties have reviewed this Agreement 
and have had the opportunity to have it reviewed by legal counsel.
H. Since this Agreement will require administrative action from time to time to carry out the intent of 
the Agreement, both the Maricopa County Department of Transportation Director and the Real 
Estate Director for Maricopa County each, individually and separately, are hereby given the 
authority and charged with the responsibility for the proper administration of this Agreement, 
whether or not specific authority is granted in any provision of this Agreement.
[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the parties have signed this AGREEMENT as of the dates set forth below.
LICENSOR:
LICENSEE:
Custom Landscape Materials, LLC 
MARICOPA COUNTY
Sam Schippers
Date
Chairman of the Board
Date
ATTEST:
Clerk of the Board
Date
Approved as to form and within the powers 
and authority of the Board of Supervisors:
Deputy County Attorney
Date