LICENSE P-50321 RE SUBLEASE WITH AZCEND.PDF

P-50321
C-86-18-XXX-L-00
SUBCONTRACTOR USE AGREEMENT
This Subcontractor Use Agreement (“Use Agreement”) is made and entered into as of the
date last signed below by and between AZCEND, an Arizona non-profit organization
(“Contractor” or “AZCEND”) and Maricopa County, a political subdivision of the State of Arizona
(“User”), through its Public Health Department, Women, Infants, and Children (WIC) Program.
RECITALS:
A. Contractor has entered into the Operations Agreement and License, Contract No.
2017-5501-0708, dated September 21, 2017, with the Town of Gilbert (“Gilbert” or “Town”),
attached hereto as Exhibit “C” and incorporated herein by this reference; and
B. Contractor desires to sublicense to User and User desires to sublicense from
Contractor Property owned by Gilbert for the purpose of providing nutrition education and
breastfeeding support services, supplemental nutritious foods and referrals to health and social
services; and
C. Gilbert consents to this sublicense.
D Users of property owned by Gilbert are required to enter into Use Agreements
setting forth the terms and conditions of the use of Gilbert’s property;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
1. Property. Gilbert agrees to permit User to use, subject to the provisions set forth in
this Use Agreement, the property located at 132 W. Bruce Ave. (also known as 120 N. Oak St.),
Gilbert, Arizona (“Property”) for the purpose of providing nutrition education and breastfeeding
support services, supplemental nutritious foods and referrals to health and social services
(“Permitted Use”). The Property is depicted on Exhibit A.1, attached hereto and incorporated
herein by this reference. User will provide the Permitted Use at the premises (“Premises”) which
is located in an area within the Property as described and depicted on Exhibit A.2, attached hereto
and incorporated herein by this reference.
2. Term and Termination. This Use Agreement shall commence upon signature of
both parties and terminate on March 31, 2023. Unless a written extension of this Use Agreement
is mutually agreed upon, this Use Agreement terminates immediately upon the expiration date.
Either party may terminate this Use Agreement prior to the expiration date by providing at least
six (6) months prior written notice of termination to the other.
2.1 This Use Agreement may be terminated pursuant to the provisions of A.R.S. § 38-511,
the provisions of which are incorporated herein by this reference.
2.2 This Use Agreement may be terminated by County at the end of any fiscal year due to
non-appropriation of funds without penalty or liability to County. County and State fiscal
years end June 30, Federal fiscal year ends September 30. User and/or any of its employees,

agents, officers, directors, members, successors or assigns hereby waives any and all rights
to bring any claim against County or its employees, agents, officers, directors, members,
successors or assigns from or relating in any way to County’s termination of this Use
Agreement pursuant to these Sections 2.1 and 2.2.
3. Permitted Uses of the Property. The Property may be used by User only for the
“Permitted Use,” as the phrase “Permitted Use” is specifically defined above. In addition, User
shall comply with Section A. iv of Exhibit “A” to the OPERATIONS AGREEMENT AND
LICENSE dated September 21, 2017 between AZCEND and the Town of Gilbert which states
that Contractor shall NOT encourage, promote, discuss, provide, refer or recommend any
services related to abortion, contraception, sterilization, in-vitro fertilizations or
abortifacient. User shall comply with the terms and conditions in the OPERATIONS
AGREEMENT AND LICENSE regarding Work and the Permitted Use.
4. Consideration. In exchange for complete and satisfactory completion of Work
rendered by User, Contractor grants User a revocable, non-exclusive right to use the Property and
Premises at no rental cost for the Term of this Contract. Subcontractor Scope of Work and
responsibilities is set forth in Exhibit B, which is attached hereto and incorporated herein by this
reference (“Work”).
5. Hours of Operation. The Permitted Use shall only be conducted during the
following hours: Monday through Friday from 8 am to 5 pm, and the possibility of evening and
weekend hours with prior written approval of AZCEND.
6. Insurance.
Required Coverage:
6.1 Contractor acknowledges that User is self-insured. User shall provide a
Certificate of Insurance upon request.
7. Compliance with the Law. User shall not use the Property nor permit anything to
be done in or about the Property which will, in any way, conflict with any law, statute, ordinance
or governmental rule or regulation now in force or which may hereafter be enacted or promulgated.
8. Default. In the event User fails to fulfill or breaches any term, covenant, condition,
provision or agreement contained in this Use Agreement, then User shall be in default. In the
event of any such default by User, User shall have ten (10) days after receiving notice of default
to cure any such default.
9. Attorney’s Fees. If any action shall be brought to enforce or to interpret any of
the terms, covenants or conditions of this Use Agreement, or for the recovery of the possession
of the Property, the prevailing party shall be entitled to receive from the other party reasonable
attorney's fees in maintaining said action.
10. Liability of Parties; Indemnification. To the fullest extent permitted by law, the
User, and its officers, employees, agents, successors, assigns, and guarantors (“collectively
“Indemnitor”), shall pay, defend, indemnify and hold harmless AZCEND, Gilbert, and their
agents, officers, officials, and employees (collectively “Indemnitee”) from and against all
demands, claims, proceedings, suits, damages, claim adjustments, losses, and expenses

(including, but not limited to, attorney fees and court costs), relating to, arising out of, or
alleged to have resulted from acts, errors or omissions of Indemnitor in the performance of this
agreement. Such indemnity does not extend to Indemnitee’s negligence.
Indemnitor’s duty to defend, hold harmless and indemnify Indemnitee as provided herein
shall survive the termination or expiration of this agreement.
11. Merger/Modification. It is mutually agreed that this Use Agreement constitutes the
full and integrated agreement between the parties and that no representations, warranties,
covenants or agreements, express or implied, have been made other than as expressly set forth
herein. This Use Agreement may be modified in writing signed by the parties hereto. No oral
modification shall be effective.
12. Notices. All notices and demands which may be, or are required to be, given by
either party to the other hereunder shall be in writing and hand delivered with acknowledgement
or sent by United States Certified Mail, postage prepaid, addressed to the parties as set forth below:
Contractor: CEO
AZCEND, Inc.
P.O. Box 591
Chandler, AZ 85244
User: Maricopa County Public Health
Attn: WIC Director
4041 N. Central Avenue, Suite 700
Phoenix, AZ 85012
With a copy to: Maricopa County Real Estate Dept.
Attn: Director
2801 W. Durango Street
Phoenix, AZ 85009
13. Counterparts. This Use Agreement may be executed in any number of
counterparts.
14. Governing Law. This Use Agreement shall be governed by and construed or
enforced in accordance with the laws of the State of Arizona.
15. Recitals. Recitals are incorporated herein by this reference.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

P-50321
C-86-18-XXX-L-00
Contractor: User:
AZCEND, Inc. Maricopa County, a political subdivision of
an Arizona non-profit organization the State of Arizona
By:
Its: CEO Steve Chucri, Chairman of the Board
ATTEST:
____________________________________
Clerk of the Board Date
APPROVED as to FORM:
____________________________________
Deputy County Attorney Date
This agreement requires the approval and signature of the Town Manager of the Town of
Gilbert. In no way shall approval and signature by the Town Manager be interpreted to
mean that the Town of Gilbert has any obligations under this agreement:
TOWN OF GILBERT
_________________________________
Patrick Banger, Town Manager, Town of Gilbert

P-50321
C-86-18-XXX-L-00
EXHIBIT A.1
Property
Property is located at 132 W. Bruce Ave., Gilbert, AZ 85234

P-50321
C-86-18-XXX-L-00
EXHIBIT A.2
Premises
WIC will occupy the designated space which includes the three offices and a waiting area as
reflected on the above floorplan.
Also available is use of the multipurpose room, conference room, immunization/child care room
with prior approval from AZCEND.

P-50321
C-86-18-XXX-L-00
Exhibit B
SUBCONTRACTOR SCOPE OF WORK
A. Community Work: Subcontractor shall provide to low and moderate income Gilbert
residents resources and Community Development Block Grant (CDBG)-eligible activities to said
residents except as permitted by Town Manager or designee in writing.1
i. All subcontractors shall execute this use agreement prior to occupancy of Premises;
ii. Subcontractor Work shall include providing nutrition education and breastfeeding support
services, supplemental nutritious foods and referrals to health and social services at
Property;
iii. Subcontractor shall NOT encourage, promote, discuss, provide, refer or recommend
any services related to abortion, contraception, sterilization, in-vitro fertilizations or
abortifacient.
B. Administration: During the Term and at Subcontractor’s sole cost and expense,
Subcontractor shall:
i. Provide secure storage for confidential documents and digital files relating to clients and
personnel;
ii. Provide AZCEND with the User’s purpose, population served, program description, non-
discrimination policy, and confidentiality statement;
iii. If collected, provide compliance and verification documentation that Work provided under
this agreement meets CDBG eligibility requirements, including but not limited to,
providing documentation to show that 51% of people served are low to moderate income;
C. Facilities: During the Term and at Subcontractor’s sole cost and expense, Subcontractor
shall:
i. Maintain, clean and keep the interior of User’s designated space at Property, including
but without limitation, all parts of the improvements thereon, clean, painted and in good
condition and repair;
ii. Provide all furnishings for User’s designated space at Property. Common area furnishings
will be provided by AZCEND as received, and AZCEND and User may agree to share
the cost for additional amenities that are necessary and agreed upon;
iii. Comply with AZCEND to ensure with all applicable state and local zoning, fire,
environmental, health, and safety standards and regulations when operating;
iv. Comply with AZCEND to ensure that Property is safe and secure at all times;
1 Low- and moderate-income person is defined as a member of a family having an income equal to or less than the
Section 8 low-income limit established by HUD. Unrelated individuals will be considered as one-person families for
this purpose. Low-income household is defined as a household having an income equal to or less than the Section 8
very low-income limit established by HUD. Low-income person is defined as a member of a family that has an
income equal to or less than the Section 8 very low income limit established by HUD. Unrelated individuals shall be
considered as one-person families for this purpose. Moderate-income household means a household having an
income equal to or less than the Section 8 low-income limit and greater than the Section 8 very low-income limit,
established by HUD. Moderate-income person means a member of a family that has an income equal to or less than
the Section 8 low income limit and greater than the Section 8 very low-income limit, established by HUD. Unrelated
individuals shall be considered as one-person families for this purpose.

v. Maintain a fire safety plan that includes at least the following elements: Posted
evacuation plan for all clients and staff; Individualized evacuation plan for clients/staff
with disabilities; and Fire drills, conducted at least semi-annually;
vi. Ensure that appropriate training/access to first aid equipment and supplies are available in
case of a medical emergency; and
vii. Post emergency telephone numbers conspicuously near a telephone.
D. Case Records: During the Term and at Subcontractor’s sole cost and expense,
Subcontractor shall:
i. Maintain documents, if collected, that reflect client’s eligibility that describe, at a
minimum, the following: Total Number of Clients Served; Total Number of Clients who
are Female Heads of Households; Total Number of Clients who are Elderly (62+ years of
age); Total Number of Clients who reside in the area; Client Race; Client Ethnicity; and
Client Income level (based upon current HUD income guidelines – GILBERT will
provide); and
ii. Retain all records relevant to this agreement for the duration of this agreement.
E. Reports: During the Term and at its sole cost and expenses, Subcontractor shall provide
to Contractor the following written documents:
i. An Annual Work Report no later than August 1 that compiles the number of residents
served; Work rendered and estimated value of each service and total value of Work
rendered.
ii. Evidence that Subcontractor remain qualified 501(c)(3) non-profit organizations no later
than June 30.
iii. A quarterly report no later than October 10, January 10, April 10 and July 10
documenting demographics, persons served, and description of Work provided.

P-50321
C-86-18-XXX-L-00
Exhibit C
OPERATIONS AGREEMENT AND LICENSE