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Home My WebLink AboutC2019-081 - M.R. Tanner Construction Contract No. 2019-081 When Recorded Mail To: Town of Fountain Hills Town Clerk 16705 East Avenue of the Fountains Fountain Hills,Arizona 85268 LICENSE AGREEMENT GRANTOR: Town of Fountain Hills, an Arizona municipal corporation (the "Town") GRANTEE: M.R. Tanner Development and Construction, Inc., an Arizona corporation THIS LICENSE AGREEMENT(this"Agreement")is entered into and effective April 29,2019,by and between the Town and Grantee for the purposes set forth below. RECITALS A. The Town is the record owner of certain real property at the location described and depicted on Exhibit 1, attached hereto and incorporated herein by this reference(the"Property"). B. The Grantee has requested, and the Town has agreed to grant to the Grantee, a non- exclusive license upon, over, across, and through the Property to use as a staging area for the Fountain Hills 2018-19 Pavement Management Program(the"Permitted Use"). AGREEMENT NOW, THEREFORE, in consideration of the recitals set forth above, which are incorporated herein by reference, the mutual covenants set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Town and the Grantee agree as follows: 1. Grant of License and Term.The Town hereby grants to the Grantee a license(the "License") on, over, through, and across the Property for the Permitted Use for the period from April 29, 2019 until April 29, 2020(the"Licensed Period"). This License shall be for the benefit and use of the Grantee, its employees, subcontractors, and assigns (including the employees, officers, and agents of each) and no others. This License shall automatically terminate and shall be of no force or effect after the Licensed Period. 2. Manner of Use of the Property. Grantee shall use due care and diligence in the use of the Property for the duration of the Licensed Period and in the exercise of its rights hereunder,and it will at all times exercise its rights hereunder at such times and in such manner as approved by the Town and will not cause(i)any interference with the business operations(if any) on the Town's Property, (ii) any interference with the customary access to or from the Town's Property or(iii) any damage or injury to the Town's Property, ordinary wear and tear excepted, or to any agents, employees, or invitees of the Town. Additionally, Grantee, at its sole expense, without reimbursement from the Town, shall: 2.1 Property Protection.Ensure that all aspects of the Property,including asphalt and drainage channels or swales on the Property, are protected from damage by Grantee and its vehicles entering or exiting the Property. If Grantee or its vehicles damage any aspect of the Property, including the asphalt, drainage channels or swales, Grantee shall repair such damage and/or replace the damaged portion of the Property to the satisfaction of the Town, at no cost to the Town. Prior to first utilizing the Property,Grantee shall provide photographic evidence to the Town of all existing damage to the Property,including to perimeter pavement, drainage channels, or swales,if any. Photographs must clearly show the location of existing damage on the Property. 2.2 rust Control.Prior to use of the Property,clear, grub, and stabilize all areas of the Property to be accessed by vehicles with native-type material in sufficient quantities to prevent the generation of dust. Grantee shall stabilize(crust over)such dust preventative materials at the end of the Project. The Grantee shall identify the Property in its dust control permit and provide the Town with a copy of such permit. 2.3 rroperty Restoration. Restore or cause to be restored the portions of the Property accessed or utilized by Grantee pursuant to this License to substantially its original condition prior to the completion of the Licensed Period, ordinary wear and tear excepted. 2.4 ;No Hazardous Materials. Not release, discharge, or deposit any toxic, hazardous,or petroleum products onto the Property. 2.5 Limitations on Use:Security. Not use any portion of the Property for staging or storage of materials or equipment other than those to be used in connection with the Permitted Use. At the end of each day during the Licensed Period, Grantee shall secure the Property to prevent access by unauthorized persons. 3. Permits: Compliance with Laws.The Grantee shall secure,maintain,and comply with all required licenses,permits,and certificates relating to or otherwise necessary or appropriate for Grantee's use of the Property during the Licensed Period. Grantee shall comply with all applicable federal, state, and local laws,rules,regulations, statutes,codes, orders,and ordinances, including, but not limited to, those governing the prevention, abatement, and elimination of pollution and/or protection of the environment,and the employment of workers. In exercising any rights and privileges under this License,the Grantee shall comply fully with all applicable permits, authorizations, approvals and other requirements. 4. Liens and Encumbrances. The Grantee represents and warrants that it will maintain the Property free and clear from any liens or encumbrances of any nature whatsoever in connection with the Grantee's use of the Property. 5. Indemnification. The Grantee covenants and agrees with the Town, on behalf of itself and its successors and assigns, as the case may be, to indemnify, defend, and hold harmless the Town and its successors, assigns, employees, and officers for, from, and against any and all losses, claims, and liabilities that arise from or relate to Grantee's (or its employee's agent's, subcontractor's, or assign's): (i) breach of any covenant herein; (ii)failure to pay, or claim of a failure to pay,a third party,including with regard to any mechanic's or materialmen's lien or claim of lien; or(iii)negligence or willful misconduct, including any injury to any person or property. 6. jnsurance Coverage and Limits. Prior to making use of the Property,the Grantee shall obtain at its own expense, and provide the Town with evidence of, insurance sufficient to insure the Town's interests against claims for personal injury, bodily injury, death, and property damage occurring on, in, or about the Property, with a "Combined Single Limit" covering personal injury liability,bodily injury liability, and property damage liability of not less than $2,000,000.00. The Town shall be endorsed as an additional insured on such policy. 7. Reservation of Rights.The Town hereby reserves all rights and privileges in the Property as may be used and enjoyed by the Town without interfering with or abridging the rights conveyed to the Grantee. 8. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of any Property or any portion of any Property to the general public,or for any public use or purpose whatsoever. Except as provided herein, no third party shall be deemed to be a beneficiary of any of the provisions contained herein. 9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original,and all of which counterparts,when executed,shall constitute one and the same instrument. 10. Cancellation by Town. This Agreement may be cancelled by the Town pursuant to ARIZ,REV.STAT.§ 38-511. 11. Farly Termination. The Town reserves the right to terminate this License at any time due to the Grantee's failure to meet any of the conditions of this Agreement. The Grantee shall remove all fencing,equipment,and non-native material,and return the Property to its original condition(as of the effective date of this License) within 48 hours of receipt of written notice that this License has been terminated. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first set forth above. "Town" TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation 13 ‘*7 (A Grady E. Mi To n Manager A IThST: Eli abeth . urke, Town C erk APPROVED AS TO FORM: Aaron D. Arnson, own Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) )ss. COUNTY OF MARICOPA ) On "Ma, , 2019, before me personally appeared Grady E. Miller, the Town Manager of th'TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation,whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be,and acknowledged that he signed the above document,on behalf of the Town of Fountain Hills. Nass"E'T,r Z RHONDA M. BRENNEMAN ......... I� Notary Public-State of Arizona ty'�?fi�R�' MARICOPA COUNTY My Commission Expires June 30,2019 Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] "Contractor" MR Tanner Development and Construction, Inc., an Arizona corporation By: `2i2----- / Name:JOC H SIc N N (� Title: 1Jr 'I (ACKNOWLEDGMENT) STATE OF ARIZONA ) )ss. COUNTY OF MARICOPA ) On ffe,L , , 2019, before me personally appeared J05 h- 31<`,'rt , the M"' M.R. Tanner Development and Construction, Inc., a(n) Arizona corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above document on behalf of the corporation. he (Affix notary seal here) .*�"`+, JUDY L.BRODIE 441 N�\ NOTARY PUBLIC MARICOPA COUNTY,Arizona COMMISSION#:548556 ��°�P '7 My Comm.Expires June 29,2022 EXHIBIT 1 TO LICENSE AGREEMENT [Description of Licensed Property] An approximately 40,000 sq. ft. area located at the northeast corner of Golden Eagle Blvd. and Bainbridge Ave. l '. Cif: r' tE_