FURL P-50324 RE SUMMER MEALS WITH ST MARY FBA.PDF

P-50324
C-86-18-XXX-L-00
FACILITIES USE/REVOCABLE LICENSE AGREEMENT
Between
ST. MARY’S FOOD BANK ALLIANCE
And
MARICOPA COUNTY
This Facilities Use/Revocable License Agreement (the “Agreement”) is made and entered into
by and between St. Mary’s Food Bank Alliance, an Arizona non-profit corporation, whose current
address is 2831 N. 31st Ave, Phoenix, AZ 85009 (“Contractor”), and Maricopa County, a political
subdivision of the State of Arizona, whose current address is 301 W. Jefferson, Phoenix, Arizona
85003 (“County”). Contractor and County shall collectively be referred to herein as the “Parties” or
individually as a “Party.”
R E C I T A L S :
WHEREAS, Contractor proposes to provide free breakfast and lunch to youth under the age of
18 (“Recipients”) who participate in the St. Mary’s Food Bank Alliance Summer Meal Service Program
(“Use”); and
WHEREAS, Contractor desires to offer the services to all Recipients; and,
WHEREAS, Contractor has selected eleven (11) Maricopa County Public Health WIC Clinics
for the Use as follows:
1. Broadway Clinic, 635 E. Broadway Rd., Mesa, AZ, 85204,
2. Downtown Clinic, 1645 E. Roosevelt St., Phoenix, AZ 85006,
3. Glendale Clinic, 5141 W Lamar Rd., Glendale, AZ 85301,
4. Maryvale Clinic, 6850 W Indian School Rd., Phoenix, AZ 85033,
5. Mesa Clinic, 430 N. Dobson Rd, Mesa, AZ 85201,
6. St. Mary’s Clinic, 3003 W. Thomas Rd., Phoenix, AZ 85017,
7. Sunnyslope Clinic, 8828 N. Central Ave., Phoenix, AZ 85020,
8. 48th Street Clinic, 2737 W Southern Ave., Suite 10, Tempe, AZ 85282,
9. Thunderbird Clinic, 5422 W Thunderbird Rd., Suite 6, Glendale, AZ 85306,
10. Baywood Clinic, 6641 E. Baywood Ave., C1 & C2, Mesa, AZ 85206,
11. Chandler Clinic, 3002 N. Arizona Ave., #13, Chandler, AZ 85225
(collectively “WIC Clinics”); and,
WHEREAS, Contractor activities shall be restricted to within the lobby of the WIC Clinics (the
“Premises”) as indicated in Exhibit “A”, attached hereto and incorporated by reference herein and
Contractor will use their own equipment; and,
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WHEREAS, County has determined that the Use is not commercial in nature, but rather a benefit
to the Recipients; and,
WHEREAS, County wants to support the efforts of the Contractor by offering the Premises
pursuant to the terms and conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
A G R E E M E N T:
Article 1. Recitals.
1.1 The Recitals, by this reference, are incorporated herein and made a part of this
Agreement.
Article 2. Contractor Responsibilities.
2.1 Contractor shall utilize the Premises as described on Exhibit A, which states the day, time
and location for the Use.
2.2 Contractor shall comply with all federal, state and local laws, statutes, rules, regulations,
ordinances, codes and executive orders whether now or hereafter in effect including, but
not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA)
Compliance, as amended.
Additionally, Contractor affirms that it is and will continue to be compliant with all parts
of the Administrative Simplification Requirements of HIPAA, as amended, including,
but not limited to, the following four (4) sections:
1) Electronic Transactions and code sets
2) Security
3) Unique identifiers
4) Privacy
2.3 Contractor, at its sole cost and expense, shall keep the Premises in a clean, safe and usable
condition at all times.
2.4 Contractor, at Contractor’s sole cost and expense, shall provide all equipment (including,
but not limited to, computers and cell phones) and supplies necessary for the Use.
2.5 Contractor shall be solely responsible for the payment of wages or salary of any type, if
any, to all employees, officers, directors, staff, contractors and agents of Contractor.
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Article 3. Fees, Costs and Expenses.
3.1 Contractor agrees to conduct the Use at no cost or expense to County. County agrees to
provide access to the Premises pursuant to the terms and conditions of this Agreement
without monetary remuneration.
Article 4. County Responsibilities.
4.1 The County agrees to provide the following to Contractor:
a) Access to the Premises for the Use. Contractor shall not have access to the
Premises after normal business hours. The County shall provide sufficient parking
for Contractor’s agents and staff. Exhibit “A” notifies the County of the specific
days, times and locations when parking shall be required. The County shall
supply tables and chairs as required.
b) Assist with communicating pertinent information to County employees in
advance of the Use.
4.2 County shall not be required to provide or requested by Contractor to provide information
about any Recipient that would violate any federal, state or local laws, statutes, rules,
regulations, ordinances, codes and executive orders whether now or hereafter in effect
including, but not limited to, the Health Insurance Portability and Accountability Act of
1996 (HIPAA) Compliance, as amended. Such information shall be obtained by
Contractor directly pursuant to the terms and conditions of this Agreement and all
applicable laws. Furthermore, County shall not provide the contact information of any
Recipient to Contractor without County receiving informed written consent from the
Recipient.
4.3 The Public Health Director of Maricopa County, or their designee, is hereby given the
authority to execute a revised Exhibit “B”, a form of which is attached hereto and by this
reference made a part hereof, to change the specific days, times and locations of the Use
and parking, provided there is no cost to the County as a result of the change and the
location is one of the WIC Clinics approved herein. Such change shall be at the sole
discretion of the Public Health Director.
Article 5. Term and Termination of Agreement.
5.1 The term of this Agreement shall commence on June 4, 2018 and shall expire on July 31,
2018, (the “Term”). The Parties may extend the Term by mutual agreement in writing.
The Agreement may be terminated by either Party by giving the other Party at least 30-
days’ written notice. This Agreement shall terminate upon the failure of Contractor to
comply with the terms and conditions of this Agreement.
5.2 Notice of termination shall be delivered to the non-terminating Party at the address set
forth in Article 22 of this Agreement.
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Article 6. Non-Disclosure and Non-Use of Confidential Information.
6.1 Contractor agrees that all information communicated or provided to Contractor or its
agents with respect to Recipients, is proprietary and confidential information.
Information gained by Contractor or its agents by reason of association with the County
or its agents, employees, or representatives, whether or not that information was
directly/intentionally or indirectly/ unintentionally communicated, is confidential and
proprietary information of the County. Contractor agrees not to disclose any such
information to third parties. Contractor agrees to notify County in writing of any actual
or suspected loss, misuse or misappropriation of any information. Contractor
acknowledges and agrees that any violation of this paragraph, whether intentional or not,
will cause irreparable harm to County and its employees. Contractor acknowledges that
the County shall be entitled to obtain injunctive relief in connection with such violation,
in addition to any other legal rights and remedies. The provisions of this Section 6.1 shall
survive termination of this Agreement.
Article 7. Governing Law and Venue.
7.1 This Agreement shall be governed by and construed in accordance with the laws of the
State of Arizona, and is subject to A.R.S. §38-511, the provisions of which are
incorporated herein by this reference. The Parties expressly consent to the exclusive
personal jurisdiction and venue of the state or federal courts sitting in Phoenix, Arizona,
for any lawsuit arising from or relating to this Agreement. The prevailing Party in any
action is entitled to its reasonable attorneys’ fees and costs.
Article 8. Entire Agreement.
8.1 This Agreement and all Exhibits attached hereto set forth all of the covenants, promises,
agreements, conditions and understandings between the Parties hereto and there are no
covenants, promises, agreements, conditions or understandings, either oral or written,
between the Parties other than as set forth herein, and those agreements which 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 all of the Parties
hereto. Each Party has reviewed this Agreement and has had the opportunity to have it
reviewed by legal counsel.
Article 9. Severability.
9.1 If any of the provisions of this Agreement are found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions will nevertheless
continue in full force and effect without being impaired or invalidated in any way.
Article 10. Non-Waiver.
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10.1 Waiver of any breach of any term, condition or covenant herein contained shall not be
deemed to be a waiver of any other term, condition or covenant herein, or of a subsequent
breach of any term, covenant or condition herein. County’s consent to, or approval of,
any subsequent or similar act shall not be deemed to render unnecessary the obtaining of
County’s consent to, or approval of, any subsequent or similar act by Contractor, to be
construed as the basis of an estoppel to enforce the provision or provisions of this
Agreement requiring such consent.
Article 11. Indemnification.
11.1 To the fullest extent permitted by law, and except for the willful misconduct of County,
Contractor shall defend, hold harmless and indemnify County and all of its officers,
employees, agents, and volunteers from and against any and all damages, claims, losses,
liabilities, actions or expenses (including, but not limited to expert witness fees, court
costs, and attorneys’ fees and costs of appellate proceedings) (collectively, “Claims”)
relating to, arising out of or alleged to have resulted from this Agreement. The
Contractor’s duty to defend, hold harmless and indemnify County pursuant to this section
shall arise in connection with any claim, damage, loss or expense that is attributable or
alleged to be attributable to bodily injury, sickness, disease, including death, or to injury
to, impairment, or destruction of property, including but not limited to personal property
belonging to Contractor and Contractor’s employees, arising from or related to this
Agreement, including claims resulting in whole or in part from the acts, errors, mistakes,
omissions, work or services of the Contractor or anyone for whose acts the Contractor
may be legally liable. The Contractor will be responsible for primary loss investigation
and defense and judgment costs where this Indemnification applies. Contractor’s
obligations under this section shall survive the expiration or earlier termination of this
Agreement. The amount and type of insurance coverage requirements set forth herein will
in no way be construed as limiting the scope of the indemnity in this paragraph.
Article 12. Release.
12.1 In consideration of the granting of this Agreement, Contractor voluntarily and knowingly
releases and discharges County and its agents, contractors, employees, members, officials
and partners, if any, from any and all liabilities, claims, obligations, demands, causes of
action, damages, costs, expenses, attorneys’ fees, and rights whatsoever, in law or in
equity, whether known or unknown, that Contractor, or anyone claiming through or under
Contractor may have or may claim to have, which now exist or may hereafter arise
resulting from the exercise of the license granted by this Agreement.
Article 13. Insurance.
13.1 Contractor and its agents shall obtain and keep in force the following insurance to be
issued by insurance carriers with a minimum category rating in A.M. Best’s of B++ or
better, as set forth below:
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a) Worker’s Compensation – Statutory Limit;
b) General Liability - $2,000,000;
c) Excess Liability - $4,000,000;
d) Automobile Liability - $1,000,000 (if applicable);
e) Professional Errors and Omissions Insurance - $1,000,000 each claim/ $3,000,000
Aggregate. Each professional or paraprofessional who is not an employee of
Contractor shall also carry Professional Malpractice Insurance. This is in addition
to the coverage required above.
All Errors and Omissions coverage must be “occurrence coverage”, or Contractor must
provide “tail” coverage. This means that the coverage will cover claims that incurred
during the event but were not reported until a later time.
13.2 County, its officers, directors, agents and employees shall be named as Additional Insured
& Certificate Holders under the policies of insurance set forth in Subsection 13.1, for any
and all purposes arising out of or connected to the services provided pursuant to this
Agreement.
13.3 County shall be a Certificate Holder for Subsection 13.1.
13.4 Before providing the Use as defined above, Contractor shall furnish County with
certificates of insurance evidencing coverage required by this Article. The certificates
shall identify County as additional insured and shall be signed by a person authorized by
that insurer to bind coverage on its behalf.
13.5 All obligations for occurrence coverage shall survive termination of this Agreement.
Other insurance policies required hereby shall expressly provide that such policies shall
not be canceled, terminated or materially altered without thirty (30) days prior written
notice to County.
13.6 Contractor shall, and shall cause its agents to comply at all times with all applicable
municipal, county, state, federal or other governmental laws, statutes, codes, regulations
and other requirements, including, without limitation, environmental health safety and
police requirements and regulations respecting the Premises. This compliance shall be at
Contractor’s sole cost and expense. Contractor shall be solely responsible for any and all
chemical or toxic waste or other “hazardous material” disbursement or release of any kind
whatsoever, which is caused by Contractor and its agents, whether accidental or
intentional, and will be solely responsible for the actual “clean-up” should any material
be released on the County site. In addition, Contractor will be responsible for any cost
and expense associated with said clean-up. As used herein, the term “hazardous
materials” shall mean any materials identified as “hazardous materials” in any municipal,
county, state, federal or other governmental laws, statutes, codes and regulations. This
includes, but is not limited to, blood and bodily fluids.
13.7 All insurance obligations of this Article shall survive termination of this Agreement.
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Article 14. Return of Premises.
14.1 Upon the expiration or earlier termination of this Agreement, Contractor shall restore the
Premises to its original condition, clean and free of any debris and in good operating
order. Contractor shall repair any damage to the Premises caused by its use of the
Premises. Any personal property of Contractor not removed by the end of the Term or
earlier termination date shall be deemed to have been abandoned by Contractor and may
be disposed of or retained by County as County may desire.
Article 15. Personal Property.
15.1 County and Contractor acknowledge that all equipment of Contractor shall be deemed
personal property of Contractor. It is expressly understood and agreed that Contractor
retains title to all personal property Contractor brings onto the Premises. County shall not
be responsible for any damage to any personal property of Contractor and Contractor
and/or any of its employees, agents, officers, directors or members hereby waive any and
all rights to bring any claim against County from or relating in any way to damage to the
personal property of Contractor.
Article 16. Interruption of Service.
16.1 Notwithstanding the preceding, or anything to the contrary contained herein, the Parties
acknowledge and agree that under no circumstances shall County be liable for damages,
costs or other losses incurred or suffered by Contractor as a result of acts of God, war,
national emergency, governmental restriction/request/ direction/delay, civil commotion,
strikes, fire or other catastrophe, force majeure, and all other causes or events which are
beyond the County’s control. This includes, but is not limited to, any inadequacy,
stoppage, surge, interruption or discontinuance of any telephone, electric or other utility
service.
Article 17. Authority to Execute Agreement/Counterparts.
17.1 Each Party represents to the other that the person executing this Agreement on behalf of
the respective entity is authorized to execute this Agreement and the other Party shall
have the right to rely on such representations or warranties.
17.2 This Agreement may be executed in one or more facsimile counterparts, each of which
shall be an original, and all of which taken together shall constitute a single instrument.
Article 18. No Partnership or Joint Venture.
18.1 Nothing contained in this Agreement shall create any partnership, joint venture or other
arrangement between Contractor and County. 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.
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Article 19. Immigration Laws.
19.1 Contractor warrants that it is in compliance with A.R.S. §41-4401 and further
acknowledges:
a. That the Contractor and 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: after December 31, 2007,
every employer, after hiring an employee, shall verify the employment eligibility
of the employee through the e-verify program and shall keep a record of the
verification for the duration of the employee's employment or at least three years,
whichever is longer.;
b. That a breach of a warranty under section 19.1 above, shall be deemed a material
breach of this Agreement that is subject to penalties up to and including
termination of this Agreement;
c. That County retains the legal right to inspect the papers of any Contractor
employee, contractor employee or subcontractor employee who works at, on or
about the Premises to ensure that Contractor and its contractors and subcontractors
are complying with the warranty provided under subsection 19.1 above and that
Contractor agrees to make all papers and employment records of said employee(s)
available during normal working hours in order to facilitate such an inspection;
d. That nothing herein shall make Contractor or any of Contractor’s contractors or
subcontractors an agent or employee of County.
Article 20. Agreement as License.
20.1 The Parties intend and mutually agree that this Agreement shall be construed as a mere
license by County to Contractor to operate within the Premises as described herein. This
Agreement shall not be construed as a lease, sublease, rental agreement or easement. It
is understood and mutually agreed that Contractor has no interest whatsoever in the
Premises. Contractor understands and agrees that County may move Contractor to
different physical space within the WIC Clinic at any time at the discretion of the County.
Article 21. Litter and Trash Removal.
21.1 All trash and debris on the Premises that is generated by Contractor must be removed
from the site by Contractor and disposed of in an appropriate manner. No equipment or
materials shall be stored outside of any enclosure.
Article 22. Notices.
22.1 All notices which shall or may be given pursuant to this Agreement shall be in writing
and transmitted by certified mail, return receipt requested; overnight delivery or hand delivered,
and shall be considered delivered the date of receipt or five (5) days after the date sent, whichever
is earlier. Either Party may change their respective notice address by providing the other Party
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with prior written notice of the change of address by certified mail, return receipt requested;
overnight delivery or hand delivered. Notices shall be addressed as follows:
Contractor: St. Mary’s Food Bank Alliance
Attn: Terra Masias
2831 N 31st Ave, Phoenix, AZ 85009
Phoenix, AZ 85009
Phone no.: (602) 343-3124
Cell No.: (602) 695-5925
Fax no.: (480) 287-8598
County: Maricopa County,
Attn: WIC Program Manager
4041 N. Central Ave., Suite 700
Phoenix, AZ 85012
Phone-602-506-9339
With a copy to: Maricopa County Real Estate Dept.
Attn: Real Estate Director
2801 West Durango Street
Phoenix, AZ 85009
Article 23. Headings.
23.1 Section 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.
Article 24. Time is of the Essence.
24.1 Time is of the essence of this Agreement. If the date for performance of any obligation
hereunder or the last day of any time period provided herein shall fall on a Saturday,
Sunday or legal holiday of the State of Arizona, then said date for performance or time
period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal
holiday. Unless otherwise specifically indicated to the contrary, the word “days” as used
in this Agreement shall mean and refer to calendar days.
Article 25. Boycott of Israel.
25.1 To the extent applicable under A.R.S. § 35-393.01, Contractor certifies it is not currently
engaged in, and for the duration of this Agreement agrees not to engage in, a boycott of
Israel as defined in A.R.S. § 35-393.
Article 26. Counterparts.
26.1 This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Faxed and copied signatures are acceptable as original signatures.
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P-50324
C-86-18- -L-00
IN WITNESS WHEREOF, this Agreement is made and entered into as of
_________________________, 2018
CONTRACTOR: COUNTY:
ST. MARY’S FOOD BANK ALLIANCE MARICOPA COUNTY, a political subdivision
of the State of Arizona
___________________________________ _______________________________________
Terra Masias Steve Chucri, Chairman, Board of Supervisors
Food and Nutrition Program Manager
ATTEST:
Date: ______________________________
_____________________
Clerk of the Board Date
APPROVED AS TO FORM:
__________________________________________
Deputy County Attorney Date
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P-50324
C-86-18-XXX-L-00
EXHIBIT “A”
Premises
LOBBY IN
WIC CLINICS ADDRESS TIME (Weekly Basis)
Broadway 635 E Broadway Rd. Monday – Thursday
Mesa, AZ 85204 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
________________________________________________________________________
Downtown 1645 E Roosevelt St. Monday – Thursday
Phoenix, AZ 85006 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
________________________________________________________________________
Glendale 5141 W Lamar Rd. Monday - Thursday
Glendale, AZ 85301 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
________________________________________________________________________
Maryvale 6850 W Indian School Rd. Monday – Thursday
Phoenix, AZ 85033 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
________________________________________________________________________
Mesa 430 N. Dobson Rd., #111 Tuesday - Thursday
Mesa, AZ 85201 8:30 am to 4:30 pm
________________________________________________________________________
St. Mary’s 3003 W. Thomas Rd. Monday - Thursday
Phoenix, AZ 85017 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
________________________________________________________________________
Sunnyslope 8828 N Central Ave., #100 Monday – Thursday
Phoenix, AZ 85020 8:00 am – 4:30 pm
Friday: 8:00-12:00 pm
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P-50324
C-86-18-XXX-L-00
Premises, continued
48th Street 2737 W Southern Ave., Ste. 10 Monday-Thursday
Tempe, AZ 85282 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
Thunderbird 5422 W Thunderbird Rd, #6 Monday-Thursday
Glendale, AZ 85306 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
__________________________________________________________________________________
Baywood 6641 E. Baywood Ave., C1 & C2 Monday-Thursday
Mesa, AZ 85206 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
__________________________________________________________________________________
Chandler 3002 N. Arizona Ave., #13 Monday-Thursday
Chandler, AZ 85225 8:00 am to 4:30 pm
Friday: 8:00-12:00 pm
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P-50324
C-86-18-XXX-L-00
Exhibit “B”
The WIC Clinic/Premises, Address, and/or weekly time is changed as follows:
WIC Clinic Address Time (Weekly Basis)
1.
2.
For Maricopa County: Contractor:
______________________________________ ____________________________________
Director, or Designee Date Printed Name, Title
______________________________________ ____________________________________
Printed Name, Title Date
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