HomeMy WebLinkAboutC2021-056 - SW Slurry Seal2021-056
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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: Southwest Slurry Seal, Inc., an Arizona corporation
THIS LICENSE AGREEMENT (this "Agreement") is entered into and effective May
17, 2021, 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 A attached hereto and incorporated herein by this
reference (the "Property”).
B. The Grantee has requested, and Town has agreed to grant to the Grantee,
a nonexclusive license upon, over, across and through the Property to use as a staging
area for the 2021 Pavement Management Slurry seal project (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 May 17, 2021 until May 17, 2022 (the "Licensed Period"). This License
shall be for the benefit and use of the Grantee, its employees, subcontractors and assigns
(including without limitation employees, officers and agents) 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
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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, or to any agents, employees or invitees of the Town, ordinary wear and
tear excepted. Additionally, Grantee, at its sole expense, without reimbursement from
the Town, shall:
2.1 Property Protection. Ensure that all asphalt, curbing and sidewalks
on the Property are protected from damage by Grantee's vehicles entering or exiting the
Property. If Grantee's vehicles damage the asphalt, curbing or sidewalk, Grantee shall
repair or replace such damages to the satisfaction of the Town, at no cost to the Town.
Prior to first utilizing the Property, Grantee shall photographic evidence to the Town of
all existing damage to perimeter curbs, gutter, sidewalk and pavement, if any.
Photographs will clearly show the location of existing damage on the Property.
2.2 Dust Control. Prior to use of the Property, cover all areas of the
Property to be accessed by vehicles with ABC type material in sufficient quantities to
prevent the generation of dust. Grantee shall remove 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 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 License 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 License 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
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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 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 or its successors and assigns, as the case may be, to indemnify, defend
and to hold harmless the Town, its successors and assigns, for, from and against any and
all losses, claims, liabilities, costs and expenses which may be claimed or asserted against
the Town, its successors or assigns, or the Property to the extent arising the negligence
or willful misconduct of the Grantee, including, but without limitation, injury to any
person or property, any mechanics' or materialmen's liens or claims of lien which may be
asserted against the Town as a result of the Grantee's negligence or willful misconduct.
6. Insurance 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 and the Grantee’s insurance shall be listed as
primary, while the Town shall be listed as non-contributory; a waiver of subrogation shall
apply to all policies held by the Grantee.
7. Reservation of Rights. The Town reserves all such 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 herein specifically provided, no
right, privileges or immunities of any party hereto shall inure to the benefit of any third
party person, nor shall any third party person be deemed to be a beneficiary of any of
the provisions contained herein.
9. Counterparts. This Agreement may be executed in counterparts, all of
which are identical, each of which shall be deemed an original, and all of which
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counterparts, when executed, taken together 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. Early 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]
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EXHIBIT A
TO
LICENSE AGREEMENT
[Description of License Property]
A 40,000 SF area located at the northeast corner of Golden Eagle Boulevard and Bainbridge
Avenue; APN #176-17-300Y.
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
Grady E. Miller, Town Manager
ATTEST:
Elizabeth A. Klein, Town Clerk
APPROVED AS TO FORM:
Aaron D. Arnson, Town Attorney
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
Elizabeth A. Klein (May 27, 2021 16:26 PDT)
Elizabeth A. Klein
“Contractor”
____________________________________,
By:
Name:
Title:
Southwest Slurry Seal, Inc.
Richard Francis
President
TOWN OF FOUNTAIN HILLS SLURRY
SEAL
EXHIBIT "A"2021 Pavement Management Slurry Seal Project