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P-50327 DM19-004048 LICENSE AGREEMENT FOR USE OF REAL PROPERTY BETWEEN MARICOPA COUNTY AND ARIZONA DEPARTMENT OF ECONOMIC SECURITY THIS LICENSE AGREEMENT, hereinafter referred to as “Agreement” is made and effective as of the last date signed below, by and between Arizona Department of Economic Security, with an address of 1789 W Jefferson St., Phoenix, AZ 85007, hereafter is referred to as “Licensee” and Maricopa County, a political subdivision of the State of Arizona, with an address of 301 W. Jefferson Street, 10th Floor, Phoenix, AZ 85003, hereinafter referred to as “Licensor”. Licensee and Licensor shall collectively be referred to as the “Parties” and individually as “Party”. RECITALS WHEREAS, Licensor operates two comprehensive One-Stop Career Centers: West Valley One Stop Career Center located at 1840 N. 95th Ave #160 Phoenix, AZ 85037 (“Facility 1”) and East Valley One Stop Career Center located at 735 North Gilbert Road, Suite 134, Gilbert, Arizona 85234 (“Facility 2”). “Facility 1” and “Facility 2” shall collectively be referred to herein as the “Facility” or the “Facilities”); and WHEREAS, Licensee is requesting access to the Facilities and use of 4,530 square feet of allocated space in Facility 1, as depicted on Exhibit 1A, attached hereto and made a part hereof, and 2,302 square feet of allocated space in Facility 2, as depicted on Exhibit 1B, attached hereto and made a part hereof (collectively, the “Premises”). Licensee shall utilize the Premises to provide case management services to Licensee’s clients (the “Permitted Use”). The Licensee shall have access to the Premises as defined on Exhibits 1A and 1B, break rooms, restrooms, meeting rooms with pre-scheduled arrangements and other common areas (the “Common Area”); and WHEREAS, Licensee shall reimburse Licensor for base rent (“Base Rent”) and pro-rata operations costs of the Facilities (“Shared Facility Operation Costs”) by paying for Licensee’s Premises and Common Area, as hereinafter defined; and WHEREAS, Licensee shall pay on a monthly basis, in arrears, the Base Rent and the Shared Facility Operation Costs.; and WHEREAS, the Parties desire to enter into this Agreement authorizing Licensee to enter into the Facilities and use the Premises; NOW, THEREFORE, in consideration of the following mutual covenants and other good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows: Page 1 of 16 LICENSE AGREEMENT 1.0 Recitals. The Recitals, by this reference, are hereby incorporated into this Agreement. 2.0 Facilities. The Maricopa County One-Stop Career Centers provide employment-related services to job-seekers, youth and employers in Maricopa County. The Facilities house several partner agencies that help to facilitate an integrated one-stop service delivery system for Maricopa County residents. 2.1 Facility 1 – West Valley One-Stop Career Center total space is 32,710 sq. ft. of which 14,417 sq. ft. is utilized for work space by staff and 18,293 sq. ft. is designated as Common Area, as depicted on Exhibit 3, attached hereto and made a part of. 2.2 Facility 2 – East Valley One-Stop Career Center total space is 23,500 sq. ft. of which 12,986 sq. ft. is utilized for work space by staff and 10,514 sq. ft. is designated as Common Area, as depicted on Exhibit 3, attached hereto and made a part of. 3.0 License. Licensor hereby grants to Licensee a revocable license to enter the Facilities and use the Premises for the purpose previously stated during normal business hours; Monday through Friday (excluding Holidays as listed in Exhibit 2) 7:30 AM to 5:00 PM. 4.0 Term. After executed by both Parties, this term of this Agreement will commence retroactively from July 1, 2018 and end on June 30, 2019. The Agreement may be extended for five (5) additional one (1) year terms. 4.1 The Parties have the option to renew the term of this Agreement, provided that Licensee is in full compliance with all terms and conditions of this Agreement. Licensee shall provide written notification to Licensor at least sixty (60) days prior to the expiration of the Agreement of its desire to renew the Agreement. 4.2 The Agreement shall be renewed upon mutual agreement by both Parties in writing. Any renewal of this Agreement shall be on the same terms, covenants and conditions contained in this Agreement unless the Parties otherwise agree in writing. 5.0 Amendments or Modifications. This Agreement may be amended or modified at any time by mutual written agreement of the Parties. 6.0 Termination & Revocation. 6.1 Either Party may terminate this Agreement at any time by giving the other Party at least thirty (30) calendar days, prior notice in writing. The notice shall be given by personal delivery or by certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in this Agreement. 6.2 This Agreement may be terminated by either Party at the end of any fiscal year for non-availability of funds. County and State fiscal year end June 30, Federal fiscal year ends September 30. 6.3 This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. Page 2 of 16 6.4 In the event of termination of the Agreement by either Party, such termination shall not affect the obligation of the Parties to indemnify the other Party or the terminating Party arising from the other Party’s performance of this Agreement and for which the other Party would otherwise be liable under this Agreement. To the extent such indemnification is excluded by A.R.S. §41-621, et seq. or an obligation is unauthorized under A.R.S. §35-154, the provisions of this paragraph shall not apply. 6.5 The Licensor may terminate this Agreement if Licensee fails to pay any charge when due or fails to perform or observe any other material term or condition of the Agreement, and such failure continues for more than ten (10) days after receipt of written notice of such failure from Licensor, or if the Licensee becomes insolvent or generally fails to pay its debts as they become due. 6.6 Notice is given that pursuant to A.R.S. §38-511, either Party may cancel this Agreement without penalty or further obligation within three years after execution of the Agreement, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the Party is at any time while the Agreement or any extension of the Agreement is in effect, an employee or agent of the other Party to the Agreement in any capacity or consultant to the other Party of the Agreement with respect to the subject matter of the Agreement. Additionally, pursuant to A.R.S §38-511 the Licensor may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the Licensor from any other party to the Agreement arising as the result of the Agreement. 7.0 Severability. Any provision of this Agreement which is determined to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof, and remaining provisions shall remain in full force and effect. 8.0 Separate Operations. Nothing in this Agreement shall be construed to establish an employment, agency, partnership, joint venture or other relationship between the Parties. Neither Party shall be liable or responsible for the acts, errors or omissions of the other Party. Neither Party shall have authority to bind the other Party to any contract, debt or liability. Neither Party shall be liable for the separate debts, liabilities, nor obligations incurred by the other Party, except as otherwise provided in this Agreement. 9.0 Licensee Responsibilities. Licensee is responsible for keeping areas utilized by its agents, employees, clients within the Facilities and Premises neat, clean, free of clutter and of a professional appearance. 9.1 Licensee shall ensure that all trash and recycling is placed in the proper receptacle(s). 9.2 Licensee shall ensure that all clients/participants adhere to these rules. 9.3 Licensee shall leave the Facilities and Premises in as good condition as when received. 9.4 Licensee is responsible for notifying Licensor of any damages to the Facility and Premises caused by Licensee, its officials, agents, employees, officers, vendors, clients or invitees within five (5) days. Licensor will make arrangements to make such repair or replace damaged property at Licensee’s cost, and Licensee shall, upon demand by Licensor, reimburse Licensor for Licensor’s reasonable costs and expenses connected therewith. Page 3 of 16 9.5 Immediately upon the completion or termination of this Agreement, Licensee shall remove its personal property from the Facilities and Premises unless previous arrangements have been made with Licensor. Licensee hereby acknowledges that Licensor shall not be responsible for Licensee’s personal property that remains on the Facilities and Premises after the completion or termination of this Agreement and that Licensor may dispose of said personal property at its discretion. 9.6 All Licensees’ staff shall, at all times, be members in good standing with all required licensing bodies. They shall possess full, complete and current professional credentials as may be lawfully required to perform the Permitted Use and duties required by Licensor. Licensee shall comply with any and all federal, state and local laws, statutes, ordinances, codes, rules and/or regulations that apply to the operation of its business and its use of the Facilities and Premises. 9.7 Licensee’s staff shall not access the Facilities and Premises outside of normal business hours unless otherwise agreed to in writing with Licensor. 10.0 Licensor Responsibilities. Licensor is responsible for ensuring interior janitorial services and exterior ground maintenance are performed and that the heating and air conditioning equipment and the plumbing and electrical systems are maintained and in good working order. Licensor shall provide heating, ventilation, air conditioning (HVAC), electricity, water for reasonable and normal drinking and lavatory use. Licensor has the right to determine what equipment or personal property may be brought onto the Facilities and Premises. All or any equipment or personal property of Licensee shall be removed with at least thirty (30) business days’ notice from the Facilities and Premises at the direction of Licensor. Licensor is not responsible for any property of Licensee or of any other individual or entity on the Facilities or Premises in connection with this Agreement. Licensor has no liability for the destruction, theft, vandalism, or other loss or damage of any such property. 11.0 Space & Costs Allocation. In accordance with the Workforce Innovation and Opportunity Act (WIOA) 29 U.S.C. §3101 et seq., the Parties agree that the costs associated with the operation of the Facilities are allocated among the One-Stop partners located in the Facilities, including Licensee. The Parties agree that the space allocation identified in this Agreement will be reviewed no less than every quarter to ensure accuracy of associated costs. If changes to cost allocations are found during such review processes, the appropriate adjustments will be made to monthly invoices. If necessary, an Amendment to this Agreement will be processed as identified in section 5.0 of this Agreement 12.0 Facility Work Space and Common Area. The Facilities spaces are: 12.1 Licensor Facility 1 – total space of 32,710 sq. ft. 12.1.1 Work Space area is 14,417 sq. ft. and 12.1.2 Common Area space is 18,293 sq. ft. 12.2 Licensor Facility 2 – total space of 23,500 sq. ft. 12.2.1 Work Space area is 12,986 sq. ft. and 12.2.2 Common Area space is 10,514 sq. ft. 12.3 Licensee Facility 1 – total space of 4,530 sq. ft. 12.3.1 Premises area is 1,997 sq. ft. and 12.3.2 Licensee Common Area space is 2,533 sq. ft. or 13.85% of Facility 1 space as detailed in Exhibit 3. 12.4 Licensee Facility 2 – total space of 2,302 sq. ft. Page 4 of 16 12.4.1 Premises area is 1,272 sq. ft. and 12.4.2 Licensee Common Area space is 1,030 sq. ft. or 9.80 % of Facility 2 space as detailed in Exhibit 3. 13.0 Shared Facilities Operation Costs. Operation costs include the following items as depicted on Exhibit 3, attached hereto and made a part hereof: 13.1 Facilities Base Rent; 13.2 Pro Rata Shared Facility Operation Costs are subject to fluctuate on a monthly basis and may increase or decrease depending on use: 13.2.1 Rental Taxes 13.2.2 Common Area Maintenance Costs 13.2.3 Printer/Copier charges (located in Common Areas) 13.2.4 Security Services 13.2.5 Copier/Printer Paper for copiers and printers located in Common Areas 13.2.6 Janitorial Services 13.2.7 Utilities 13.2.8 Repairs & Maintenance 14.0 Payment Requirements. Licensee shall pay Licensor on a monthly basis Base Rent and pro-rata Shared Facility Operation Costs. 14.1 Invoices shall be sent to Licensee’s point of contact as listed in “Notice” section of this Agreement by the 5th day of the month following the end of the previous month. 14.2 Licensee shall remit payment within 10 calendar days of receipt of invoices. With the exception of the June 2019 payment, Licensee shall issue payment by the 10th calendar day. The payment shall be submitted to Licensor’s point of contact as listed in the “Notice” section of this Agreement. 15.0 Indemnification. Each party (as "Indemnitor") agrees to defend, indemnify, and hold harmless the other party (as "Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorneys’ 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 which result in vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. 16.0 Insurance. Licensor and Licensee acknowledge that each party is self-insured. Licensee agrees to maintain in full force and effect during the term of this Agreement and any extension thereof, commercial general liability insurance, or self-insurance, with limits of not less than $2,000,000 single limit coverage per occurrence for bodily injury, personal injury and property damage. The State of Arizona, Department of Economic Security is self-insured per A.R.S. 41-621 and will provide Licensor with a certificate of self-insurance within ten (10) days of full execution of this Agreement 17.0 Background Checks. Licensee shall ensure that all program staff located in the Facilities, obtain a state and federal criminal records check pursuant to section A.R.S. § 41-1750 and Public Law 92-544, before being assigned to work in the Facilities. Licensee shall provide written confirmation that all program staff have completed the criminal records check. Written confirmation shall be provided within 15 days of execution of this Agreement and within 15 days of hiring of any new staff. Confirmation shall be provided Page 5 of 16 to the Maricopa County Human Services Department Workforce Development Division Contract Unit. 18.0 Fingerprinting. Licensee shall ensure that all program staff located in the Facilities obtain fingerprint clearance cards. Licensee shall confirm that all program staff have completed the fingerprint clearance. Licensee shall provide to the Maricopa County Human Services Workforce Development Division Contract Unit the names of staff that perform work in the Facilities and confirmation of fingerprint clearance and confirmation of background check as provided for in Section 17.0 above, via email, to the following email address: HSDContracts@Maricopa.gov 19.0 Permits. Licensee shall maintain all applicable permits and licenses for its business operations. Licensee shall further comply with all Federal, state and local laws, regulations, rules and ordinances in the operation of its business. Licensee is an independent contractor in the performance of the work and the provision of Permitted Use under this Agreement and is not to be considered an officer, employee or agent of Licensor. 20.0 Compliance with Applicable Laws. Licensee shall comply with all applicable laws, ordinances, Executive Orders, rules, regulations, standards, and codes of the Federal, State, and Local governments whether or not specifically referenced herein. Specifically, the following apply: 20.1 Unless exempt under Federal law, Licensee shall comply with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and State Executive Order No. 75-5, as updated in State Executive Order No. 2009- 09, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities. Licensee shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment of qualified persons because of physical or mental disability. Licensee shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. 20.2 Licensee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits of, or participation in, contract services on the basis of race, color, or national origin. Licensee shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of disability, in delivering contract services; and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the basis of physical or mental disabilities in the provision of contract programs, services, and activities. 20.3 Licensee shall not discriminate upon the basis of race, color, creed, religion, ancestry, national origin, sex, gender, sexual orientation, gender identity, disability, age, marital status or status with regard to the benefits of, or participation in, or use of the programs, services, and activities. 20.4 Licensee shall comply with Section 188 and 29 CFR Part 38 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination on the basis of race, color, religion, sex (including pregnancy, child birth or related medical condition, sex stereotyping, transgender status (gender expression and gender identity)), national origin (including Limited English Proficiency (LEP), age, disability, political affiliation or belief, citizenship/status as a lawfully admitted Page 6 of 16 immigrant authorized to work in the United States, and participation in any WIOA Title 1 financially assisted program or activity; 20.5 Licensee warrants compliance with A.R.S. § 41-4401 and further acknowledges that: 20.5.1 Its subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A; 20.5.2 A breach of a warranty under sections listed above shall be deemed a material breach of this Agreement that is subject to penalties up to and including termination of the Agreement. 20.6 Licensee shall comply with the Buy-American – as stated in sec, 502 of WIOA. All funds authorized in Title 1 of WIOA and Wagner-Peyser Act must be expended in compliance with Sections 8301 through 8301-8305 of the Buy American Act (41 U.S.C. 8301-83050). 21.0 Certification Regarding Debarment, Suspension Ineligibility and Voluntary Exclusion. Licensee certifies to the best of their knowledge and belief, that they and their directors, officers and agents: 21.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 21.2 Have not within a three-year period been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 21.3 Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in the paragraphs above; 21.4 Have not within a three-year period had one or more public transactions (Federal, State, or local) terminated for cause or default. 22.0 Disability Requirements. Licensee agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 23.0 Clean Air Act & Clean Water Act. Licensee must comply with all applicable standards, orders, and requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Page 7 of 16 24.0 Drug-Free Workplace Act. Licensee shall comply with the Drug-Free Workplace Act of 1988 (Public Law 100-690). 25.0 Certification Regarding Environmental Tobacco Smoke. Licensee shall comply with Public Law 103-227, Part C. 26.0 Agreement as License. This Agreement shall be construed as a mere license between Licensor and Licensee authorizing Licensee access to the Facilities and use of the Premises. This Agreement shall not be construed as a lease, sublease or rental agreement. It is understood and agreed that Licensee has no interest whatsoever in the Premises or the Facilities. Licensor may move Licensee within the Premises to another location within the Facilities at the sole discretion of Licensor with 30 days advance notice to Licensee. 27.0 No Assignment. This Agreement is personal to Licensee and Licensee may not assign this Agreement or any right thereunder nor give any security interest therein or in any rights thereunder nor may this Agreement be assigned by operation of law. Any assignment of this Agreement or rights thereunder by Agreement or by operation of law or the giving of any security interest therein shall at Licensor’s option constitute a breach of this Agreement and this Agreement shall be void. 28.0 Binding License. This Agreement shall be binding upon and inure to the benefit of the respective Parties, their successors, personal representatives and assigns, and shall be governed by and constructed under the laws of the State of Arizona. 29.0 Entire License. This Agreement, together with any supplemental provisions attached hereto, constitutes the entire Agreement between the Parties and sets forth all of the covenants, promises, agreements, conditions and understandings between Licensor and Licensee, and there are no covenants promises, agreements, conditions or understandings, either oral or written, between Licensor and Licensee other than as set forth herein, and those agreements that are executed contemporaneously herewith. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the Party drafting this Agreement. This Agreement cannot be modified or changed except by a written instrument executed by Licensor and Licensee. Licensor and Licensee have reviewed this Agreement and have had the opportunity to have it reviewed by legal counsel. 30.0 Employment Disclaimer. This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture Agreement, partnership or other formal business association or organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. Licensee acknowledges that no individual performing work in the Facilities, under this Agreement on behalf of Licensee is to be considered a Licensor employee, and that no rights of Licensor civil service, Licensor retirement, or Licensor personnel rules shall accrue to such individual. Licensee shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall save and hold the Licensor harmless with respect thereto. 31.0 No Partnership. Nothing contained in this Agreement shall create any partnership, joint venture or other arrangement between Licensor and Licensee. Except and 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. Page 8 of 16 32.0 Arizona Law. The proper venue for any proceeding at law or in equity or under the provisions for arbitration shall be Maricopa County, Arizona. This Agreement shall be construed under the laws of Arizona. 33.0 No Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall not be deemed to be a waiver of any subsequent breach of any term, covenant or condition herein. 34.0 Authorization. Any corporation or other person, firm, partnership or entity represents and warrants that that the person executing this Agreement is duly authorized to execute and deliver this Agreement on behalf of said corporation, person, firm, partnership or other entity and that this Agreement is binding on said entity in accordance with its terms. 35.0 Invalidity. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 36.0 References. Sections and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 37.0 Arbitration: The Parties to this agreement agree to resolve all disputes arising out of or relating to this agreement through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S.§§ 12-1518(B) and 12-133, except as may be required by other applicable statutes. 38.0 Audit: All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Parties shall produce the original of any or all such records. 39.0 Non-Availability of Funds: In accordance with A.R.S. § 35-154, every payment obligation of the State under the agreement is conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds are not allocated and available for the continuance of this agreement, this agreement may be terminated by the State at the end of the period for which funds are available. No liability shall accrue to the State in the event this provision is exercised, and the State shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 40.0 Notices. All notices shall be in writing and hand delivered or sent via US Certified Mail, return receipt requested to: Licensor: Maricopa County Human Services Department Workforce Development Division Attention: Thomas Colombo, Assistant Director 234 N. Central Avenue, Suite 3000 Phoenix, AZ 85004 602-372-2733 With a copy to: Maricopa County Real Estate Dept. Attention: Director 2801 W. Durango Street Phoenix, AZ 85009 Page 9 of 16 Licensee: Arizona Department of Economic Security Division of Employment and Rehabilitation Services Finance & Budget Unit, Contract Specialist 1789 W. Jefferson St. 2nd Floor, NE (Mail Drop57C1) Phoenix, Arizona 85007 mmonroe@azdes.gov Payments shall be submitted to: Maricopa County Human Services Attention: Finance Division 234 N Central Avenue Suite 3000 Phoenix, AZ 85004. P-50327 _______________ IN WITNESS WHEREOF, the Parties enter into this Agreement. LICENSOR: LICENSEE: Maricopa County Arizona Department of Economic Security ____________________________________ ___________________________________ Bill Gates, Chairman of the Board Patty Clark, Chief Procurement Officer ATTEST: Date: ______________________________ _____________________________________ Clerk of the Board Date APPROVED as to FORM: _____________________________________ Deputy County Attorney Date Page 10 of 16 EXHIBIT 1A WEST VALLEY CAREER CENTER Page 11 of 16 Exhibit 1B East Valley Career Center Page 12 of 16 EXHIBIT 2 Maricopa County One-Stop Career Centers Holiday Schedule January New Year’s Day MLK Civil Rights Day February President’s Day May Memorial Day July Independence Day September Labor Day November Veteran’s Day Thanksgiving Day Day after Thanksgiving December Christmas Day Page 13 of 16 EXHIBIT 3 Maricopa County One-Stop Career Centers Rent and Shared Facility Operations Costs Licensor Facility 1 West Valley Work Space 14,417 sq. ft. Common Space 18,293 sq. ft. Total Space 32,710 sq. ft. License Period Base Rent Year Months From To Base rent Base Rent/ Base Rent/ per Sq. Month Year Ft./Year FY 19 12 7/1/2018 6/30/2019 $21.45 sq. ft. $58,469.13 $701,629.50 Licensor Facility 2 East Valley Work Space 12,986 sq. ft. Common Space 10,514 sq. ft. Total Space 23,500 sq. ft. License Period Base Rent Year Months From To Base rent Base Rent/ Base Rent/ per Sq. Month Year Ft./Year FY 19 12 7/1/2018 6/30/2019 $12.44 sq. ft. $24,361.67 $292,340.00 Licensee Facility 1 West Valley Percentage of total space used 13.85% Work Space 1,997 sq. ft. Common Space 2,533 sq. ft. Total Space 4,530 sq. ft. License Period Base Rent Year Months From To Base rent per Base Licensee Sq. Ft./Year Rent/Month Base Rent/Year FY 19 12 7/1/2018 6/30/2019 $21.45 sq. ft. $8,097.38 $97,168.50 Licensee Facility 2 East Valley Percentage of total space used 9.80% Work Space 1,272 sq. ft. Common Space 1,030 sq. ft. Total Space 2,302 sq. ft. License Period Base Rent Year Months From To Base rent Base Licensee per Rent/Month Base Sq. Ft./ Year Rent/Year FY 19 12 7/1/2018 6/30/2019 $12.44 sq. ft. $2,386.41 $28,636.88 Licensee Shared Facility Operation Costs Licensee shall pay the monthly Base Rent and pro-rata Shared Facility Operation Costs in monthly payments. The percentage of total space used will be 26.77% of actual Shared Facility Operation Costs. Page 14 of 16 EXHIBIT 4 DES SPACE ALLOCATION (per Program/per Facility) Facility 1 West Valley One-Stop Career Center Employment Services 7 Cubicles (CB) @ 64 sq. ft. each (CB: 020, 025, 026, 027, 028, 032, 036) 448 sq. ft. 1 Printer Cubicles @ 64 sq. ft. (CB 041) 64 sq. ft. 1 DVOP Copier/Resource Rack @ 8 sq. ft. (CB 08) 8 sq. ft. 1 Office (RM) @ 135 sq. ft. (Rm 135) 135 sq. ft. 2 Offices @ 136 sq. ft. (Rm 136, Rm 138) 272 sq. ft. 1 Orientation Room 391 sq. ft. (Rm 107) 391 sq. ft. 1 Rotating Station @ 79 sq. ft. (ST101E) 79 sq. ft. 1 File Storage Room @ 80 sq. ft. (Rm 133) 80 sq. ft. Total Work Space 1,477 sq. ft. Total Common Space 1,874 sq. ft. Employment Services Total Space 3,351 sq. ft. Trade Adjustment Assistance 2 Cubicles @ 64 sq. ft. (CB 018 and CB 029) Total Work Space 128 sq. ft. Total Common Space 162 sq. ft. Trade Adjustment Assistance Total Space 290 sq. ft. Business Services 2 Cubicles @ 64 sq. ft. (CB 030 and CB 031) Total Work Space 128 sq. ft. Total Common Space 162 sq. ft. Business Services Total Space 290 sq. ft. Veterans Services 3 Cubicles @ 66 sq. ft. (CB 06 CB 07, and CB 09) Total Work Space 198 sq. ft. Total Common Space 251 sq. ft. Veterans Services Total Space 449 sq. ft. Vocational Rehabilitation 1 Cubicle @ 66 sq. ft. (CB 05) Total Work Space 66 sq. ft. Total Common Space 84 sq. ft. Vocational Services Total Space 150 sq. ft. Total Work Space 1,997 sq. ft. Total Common Space 2,533 sq. ft. DES Programs Total Space 4,530 sq. ft. Page 15 of 16 Continuation: Facility 2 East Valley One-Stop Career Center Employment Services 1 Cubicles @ 90 sq. ft. (CB 001) 90 sq. ft. 1 Cubicles @ 85 sq. ft. (CB 014) 85 sq. ft. 1 Cubicles @ 105 sq. ft. (CB 006) 105 sq. ft. 1 Cubicles @ 91 sq. ft. (CB 17) 91 sq. ft. 1 Cubicles @ 90 sq. ft. (CB 18) 90 sq. ft. 1 REA Office @ 500 sq. ft. (RM 028) 500 sq. ft. 1 Office @ 100 sq. ft. (RM 019) 100 sq. ft. 1 MIS Storage Room @ 26 sq. ft. 26 sq. ft. Total Work Space 1,087 sq. ft. Total Common Space 880 sq. ft. Employment Services Total Space 1,967 sq. ft. Veteran Services 1 Cubicle @ 85 sq. ft. (CB 012) Total Work Space 85 sq. ft. Total Common Space 69 sq. ft. Veterans Services Total Space 154 sq. ft. Vocational Rehabilitation 1 Office @ 100 sq. ft. (RM 020) Total Work Space 100 sq. ft. Total Common Space 81 sq. ft. Vocational Rehabilitation Total Space 181 sq. ft. Total Work Space 1,272 sq. ft. Total Common Space 1,030 sq. ft. DES Programs Total Space 2,302 sq. ft. Page 16 of 16