REVOCABLE LICENSE AGREEMENT WITH THE CITY OF SCOTTSDALE P-50303.PDF

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
REVOCABLE LICENSE AGREEMENT
This license agreement ("Agreement") is made and entered into this 1st day of July,
2017, by and between the City of Scottsdale, an Arizona municipal corporation ("City"), and
Maricopa County, a political subdivision of the State of Arizona ("Licensee"). The City and the
Licensee will individually and/or collectively be referred to in this Agreement as the “Party” or
"Parties."
RECITALS
A. The City is a municipal corporation organized under the constitution and laws of
the State of Arizona.
B. The City owns real property within its City limits including the Paiute
Neighborhood Center located at 6535 East Osborn Road (“Facility”), which offers various
services for the health, social needs and general welfare of the public (“Human Services”).
C. The Licensee has for the past twenty (20) years conducted the Head Start
Program, using City playground and classroom facilities.
D. The Licensee is ready, willing and able to provide Human Services of the kind
and character that the City wishes to provide for the public at the Facility and the City wishes the
Licensee to provide such services, programs or activities, subject to the terms and conditions
set forth in this Agreement.
E. Pursuant to Scottsdale Revised Code Section 2-221(c), the City desires to enter
into this Agreement with the Licensee to establish the terms by which the Licensee may use the
Facility.
NOW, THEREFORE, in consideration of the covenants and promises contained in this
Agreement and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties agree as follows:
TERMS
1.0 Recitals. The recitals which appear above are incorporated into this Agreement
by this reference.
2.0 Applicability. The terms and conditions of this Agreement shall apply to the
Licensee's use of the Facility. Unless otherwise required by the context, the use of "Facility" in
this Agreement shall include the plural as well as the singular.
3.0 Term. The term of the Agreement is for 3 years, commencing on July 1, 2017, and
ending on June 30, 2020 (“Term”), unless terminated as otherwise provided in this Agreement.
4.0 Use Area.
4.1 City provision of Use Area. The City agrees to provide Licensee with suitable
space in the Facility, subject to the terms and conditions contained in this Agreement, to enable
15674244v1 Page 1 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
the Licensee to render those services and conduct the programs and activities, as applicable,
as more specifically provided in section 5.1 below. The space designated for the Licensee to
provide Services (as defined in section 5.1 below) in the Facility shall be referred to in this
Agreement as the ”Use Area.” The existing Use Area consists of 3,090 square feet of
classroom space and a playground area and is depicted on Exhibit “A” attached hereto and
made a part hereof.
4.2 Determination of Use Area. The City, after conferring with the Licensee, shall have
the final authority and sole discretion to determine the size and location of the Use Area, and the
times at which it will be made available to the Licensee. The Licensee acknowledges by the
execution of this Agreement that it has examined the Use Area, which is shown on the diagram on
Exhibit “A”, and the Licensee agrees that it is appropriate and suitable for providing Services.
Unless otherwise provided in this Agreement, the Licensee accepts the Use Area in “as is”
condition.
4.2.1 Determination of public need. The Licensee understands and
acknowledges that the Human Services provided at the Facility are subject to continuous review
by the City to determine the needs of the persons using the Facility and how to best respond to
them. The nature of the service to be provided or activity to be conducted, the frequency of
need, scheduling and need to coordinate other Human Services providers are all considered in
determining a suitable and appropriate Use Area. The Parties agree to confer on these matters.
4.3 [Intentionally blank]
4.4 Parking. Unless otherwise specifically provided in this Agreement, no exclusive
parking will be provided to the Licensee. The Licensee may use parking spaces in the Facility
parking lot on a first-come, first-served basis.
4.5 Signage. The City shall furnish signage at the Facility to direct members of the
public to the Licensee’s Use Area. The City will confer with the Licensee concerning signage,
but the City shall have discretion to determine the signage, based upon the need for existing
signage at the Facility, the need for consistency and uniformity in signage, and other
considerations. The Licensee shall erect no additional signage upon the Facility or in the Use
Area without the prior written approval of the City Contract Administrator. The Licensee shall
erect no additional signage upon the Facility or in the Use Area without the prior written
approval of the City Contract Administrator.
5.0 Use of Facility; Services.
5.1 Services. The Licensee shall provide services in the Use Area (“Services”),
which are more specifically described as follows: The Licensee shall conduct Head Start and
Early Head Start Program pre-school classes for eligible children. Head Start is a
comprehensive early childhood development program designed to provide education, health
and social services to low income children, ages 3, 4 and 5, and their families. Early Head Start
serves children ages 1, 2 and 3.
The Licensee’s use of the Facility is limited to providing Services as set forth in this Agreement.
15674244v1 Page 2 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
5.2 Permitted Use of Use Area. The Use Area shall be used solely for the purposes
of rendering Services to eligible members of the community. The Licensee shall not use or
permit the use of the Use Area for any other purpose, without the prior written consent of the
City Contract Administrator.
5.3 Time restrictions. The Licensee may use the Use Area during the times
indicated herein.
5.3.1 The Building 6 “Head Start” room between the hours of 7:00 a.m. and
5:00 p.m. on weekdays (“Bldg. 6 Hours of Use”) during the Term of this Agreement. The City
reserves the right to use this area at times other than the Building 6 Hours of Use.
5.3.2 The Building 6 “Early Childhood Learning Center” room between the
hours of 7:00 a.m. and 5:00 p.m. on weekdays (“ECLC Hours of Use”) during the Term of this
Agreement. The City reserves the right to use this area at times other than the ECLC Hours of
Use.
5.3.3 The playground as depicted on Exhibit “A” between the hours of 7:00 a.m.
and 5:00 p.m. on weekdays (“Playground Hours of Use”). With the prior written approval of the
City Contract Administrator, the Licensee may grant to other childcare providers that are
providing childcare services at the Facility, the ability to use the playground during the
Playground Hours of Use. When necessary to meet Licensee’s or other childcare provider
licensing requirements, the Licensee may develop and implement a written schedule for such
purposes. If the Licensee allows such use, the other provider shall be treated as a
subcontractor of the Licensee to which the requirements of Section 14.6 shall apply. The City
reserves the right to use this area at times other than the Playground Hours of Use.
5.4 Background of Service Providers. The Licensee shall be responsible for
ensuring that the persons providing Services, including but not limited to, the Licensee’s
employees, agents and volunteers (“Service Providers”), have undergone Licensee’s required
background check, given the clients to whom Services are to be provided (e.g. minor children,
youth, elderly, disabled, etc.). The Licensee shall provide to the City, prior to its occupation and
use of any Use Area, its written policies and procedures regarding background investigation of
its Service Providers.
5.5 Discrimination; diversity; other applicable laws. The Licensee shall be
responsible for ensuring that its work environment is free from unlawful discrimination, as
provided by Title VII of the Civil Rights Act of 1964 and other state and federal laws. The
Licensee shall further ensure a commitment to respecting individual differences and valuing
diversity.
5.6 Licenses; permits. The Licensee shall ensure that the Service Providers have all
required and applicable licenses, permits and permissions required by federal, state, county and
city statutes, ordinances, laws, rules and regulations, prior to providing Services at the Facility.
All such licenses, permits and permissions must be current and in good standing.
5.7 Separation from the City. The Licensee, its officers, employees and agents shall
clearly identify that it is the Licensee, rather than the City of Scottsdale, that is providing
Services in the Use Area. Licensee shall not represent that it is a part of the City of Scottsdale
government, or that it is acting on behalf of the City. The Licensee shall not use the name of the
15674244v1 Page 3 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
City of Scottsdale, its seal, signs or logos in any advertising, promotional materials or for any
other purpose without the express, written prior approval of the City Contract Administrator.
5.8 Facility rules and regulations. The City reserves the right to adopt, amend and
enforce reasonable rules and regulations governing the operation of the Facility and the use of
the Use Area. Rules and regulations shall be consistent with the safety, security, public use and
utility of the Facility, as applicable. These rules and regulations shall apply to the Licensee, its
officers, employees and agents, including all Service Providers, and the Licensee agrees to
comply with them.
5.9 Representations in funding applications. The Licensee shall obtain the prior written
approval of the City before making any representation, in any application for a grant or other
funding, that it has or will secure the continuing use of the Use Area, or any other City property,
whether real, personal or financial, in connection with the application.
5.10 Additional terms and conditions. The terms and conditions attached as Exhibit "B",
if any, are incorporated by this reference and made a part of this Agreement. There is not an
Exhibit “B” to this Agreement.
6.0 Consideration; fees.
6.1 Consideration.
As and for consideration for rights and privileges which are the subject of this Agreement, the
Licensee agrees to pay the Use Fee and Utility Fee required herein and to provide the Services
described in section 5.0, the aggregate of which the City regards as serving a valuable public
purpose, providing direct assistance to those in need, and constituting fair and direct
consideration that is substantially equal to the City’s expenditure.
6.2 Use Fee and Utility Fee. For the Term of this Agreement, the Licensee shall pay
to the City, the following Use Fees and Utility Fees:
Term Fixed Use Fee Rate Use Fee Use and Utility Fee Annual
Quarterly Quarterly
Utility Fee
Months 1-12 $3,151.80 $5.00/s.f. $3,862.50 $28,057.20 plus rental tax
Months 13-24 $3,151.80 $6.00/s.f. $4,635.00 $31,147.20 plus rental tax
Months 25-36 $3,151.80 $7.00/s.f. $5,407.50 $34,237.20 plus rental tax
With respect to utilities, the City shall arrange and pay for gas, water, sewer, trash removal, and
local telephone service furnished to the Use Area for the Term of this Agreement. All long
distance and facsimile charges shall be at the expense of the Licensee. The Utility Fee herein
is based on $0.34 per square foot per month for electricity during the Term of this Agreement.
6.3 Payments. The Licensee shall pay the City in advance quarterly. Payments are
due within 30 days following the date of invoice. The Licensee shall pay any and all applicable
taxes on the payments. Any payment not made by the date it is due will be subject to a late fee
of $112.00 per day. Furthermore, any Use Fee that is not timely paid will accrue simple interest
15674244v1 Page 4 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
at the rate of 1 ½ percent per month from the date the amount first came due until paid. All
billing shall be sent to Licensee to the attention of the Operations Administrator at Maricopa
County Human Services Department 2150 S. Country Club Drive, Mesa, Arizona 85210.
6.4 “Holdover” Use Fee. In the event of “holding over” as described in section 12.5
below, the Use Fee shall be $112.00 per day, increased by an additional fifty percent (50%)
over the amount that would otherwise be payable under this Agreement. The licensee shall
continue providing Services. The obligations of Licensee with respect to this Section 6.4 shall
survive termination of this Agreement.
6.5 [Intentionally blank]
7.0 Licensee reports and statistics. The Licensee shall report to the City Contract
Administrator, monthly statistics regarding number of contacts and dollar value of Service
provided at the Facility. The City reserves the right to request additional reports and statistics
from time to time. The Licensee further agrees that it will meet with the City Contract
Administrator, or designee, every six (6) months this Agreement is in effect in order to discuss
matters of mutual concern and interest relating to the Services being provided at the Facility.
8.0 Maintenance.
8.1 Maintenance; janitorial service; inspection; repair. The City shall maintain the
structural elements, heating, cooling and other systems of the Facility, including the Use Area,
at its own expense and shall keep them in good repair. The Licensee shall provide janitorial
services and trash disposal services to the Use Area at its sole cost and expense. The Licensee
shall provide such other maintenance as may be required by this Agreement. Upon prior
reasonable notice to Licensee, the City reserves the right to enter the Use Area at any
reasonable times to inspect, survey and perform required maintenance and repairs.
8.2 Waste or damage of Facility. The Licensee shall not, during any Facility use,
commit or permit any waste, damage, or defacement of the Facility or its equipment, nor permit
any act or use that is prohibited by any law, ordinance, rule or regulation. The Licensee shall
use its best efforts to act to prevent the waste of any utilities provided by the City at the time of
any Facility use. The Licensee shall be solely responsible for any damage at/to the Facility
caused by the acts of the Licensee or its members, ordinary wear and tear excepted.
8.3 Licensee access; keys. The Licensee agrees to minimize the number of persons
authorized to have keys to the Use Area for the performance of this Agreement and shall
provide to the City Contract Administrator, in writing, the names of persons who are authorized
to have the keys. The Licensee shall report any changes, additions or deletions of persons
authorized to have keys to the City Contract Administrator, in writing, prior to the time that a
change, addition or deletion is made.
8.3.1 Reporting; replacement costs. The Licensee shall immediately report
lost, missing or stolen keys to the City Contract Administrator or designee. The Licensee shall
be responsible for all costs associated with replacing lost, missing or stolen keys, and for re-
keying locks when, in the sole discretion of the City, it is determined that re-keying is necessary.
15674244v1 Page 5 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
8.3.2 Risk of loss. The Licensee is not required to purchase property insurance
coverage pursuant to this Agreement. However, the Licensee agrees that it assumes the risk of
any loss to the Licensee’s equipment and property brought onto the premises.
9.0 Damage to or destruction of Use Area. If the Use Area is damaged by fire,
explosion, the elements, the public enemy, or other casualty through no fault of the Licensee,
then this Agreement shall terminate. In the event of fire, explosion, or other casualty caused by
Licensee, the Licensee shall restore the Use Area at the Licensee’s sole cost and expense.
10.0 Contract administrator.
10.1 City Contract Administrator. The Human Services Director for the City of
Scottsdale who at the time of execution of this Agreement is Greg Bestgen, or designee, shall
be the City contract administrator (“City Contract Administrator”), who will be responsible for
administering the terms of this Agreement for the City, and will be the contact between the City
and the Licensee.
10.2 Licensee’s Contract Administrator. Prior to the commencement of this
Agreement, the Licensee shall designate a contract administrator (“Licensee’s Contract
Administrator”), who will be responsible for administering this Agreement for the Licensee and
be the contact between the Licensee and the City. Prior to using the Facility, the Licensee
shall furnish to the City Contract Administrator and the City of Scottsdale Senior Real
Estate Manager, the contact information, including phone numbers, email addresses and
emergency contact information, for the Licensee’s Contract Administrator.
11.0 Notice. Any notice required or permitted to be given pursuant to this Agreement,
unless otherwise expressly provided herein, shall be given in writing, either personally to the
authorized representative of the other Party, or by United States Postal Service certified mail,
return receipt requested, as shown below or to such other street address(es) as may be
designated by the respective parties in writing from time to time. The notice shall be deemed
complete when received by the person receiving it or, when certified mail is used, five (5)
calendar days from the date of mailing, whichever occurs first.
City Licensee
City of Scottsdale Maricopa County Facilities Management
7447 East Indian School Road, Suite 300 2801 West Durango Street
Scottsdale, AZ 85251 Phoenix, AZ 85009
Attn: Community Services Office Manager Attn: Chief Real Estate Officer
12.0 Termination; cancellation.
12.1 Termination for cause or convenience. Either Party may terminate this Agreement
for cause or convenience by giving the other Party thirty (30) days’ written notice, as provided in
section 11.0 Notice.
15674244v1 Page 6 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
12.2 Termination for health or safety. The City shall have the right to terminate this
Agreement upon two (2) City working days’ prior written notice to the Licensee, if there is any threat
to public health or safety in the performance of this Agreement by the Licensee.
12.3 Conflict of interest. Pursuant to A.R.S. § 38-511, the City or Licensee may cancel
this Agreement, without penalty or further obligation, if any person significantly involved in initiating,
negotiating, securing, drafting or creating this Agreement on behalf of either Party is, at any time
while this Agreement is in effect, an employee of the other Party in any capacity, or a consultant to
the other Party with respect to the subject matter of this Agreement. The cancellation shall be
effective when written notice is received by either Party, unless the notice specifies a later time.
12.4 Availability of funds. This section will control despite any provision of this
Agreement or any exhibit or other agreement or document related to this Agreement. In the event
funds necessary to fulfill the City’s or Licensee’s obligations under this Agreement are not
appropriated by the Scottsdale City Council or the Board of Supervisors, the City or Licensee may
terminate this Agreement by giving notice to the other Party. The City and Licensee agree to use
their best efforts to give notice of such termination to the other Party at least fourteen (14) days
prior to the end of the City’s or Licensee’s then-current fiscal period. Termination in accordance
with this provision will not constitute a breach of this Agreement by the City or Licensee. No
person will be entitled to any compensation, damages or other remedy from the City or Licensee if
this Agreement is terminated pursuant to the terms of this section.
12.5 “Holding over.” In any circumstance whereby the Licensee would remain in
possession or occupancy of the Use Area after termination or expiration of this Agreement, such
“holding over” shall not be deemed to operate as a renewal or extension of this Agreement, but
shall only create a use right from day to day which may be terminated at any time by the City upon
one (1) day notice to the Licensee, or by the Licensee upon seven (7) days’ notice to the City.
Except as provided in this section 12.5, such use of the Use Area shall otherwise be subject to the
terms and conditions specified in this Agreement, so far as applicable. Nothing contained herein
shall be construed as the City’s permission for the Licensee to remain in the Use Area or as limiting
the City’s remedies as to such “holdover.” The obligations of Licensee with respect to “holding
over” shall survive termination of this Agreement.
12.6 Rights at termination. The following provisions shall apply upon expiration or
termination of this Agreement for any reason:
12.6.1 Delivery of possession. The Licensee shall, at the expiration of the Term or
upon any sooner termination of this Agreement, without demand, peaceably and quietly quit and
deliver up the Use Area to the City thoroughly cleaned, in good repair, maintained and in as good
order and condition, reasonable use and wear excepted, as the same now are or in such better
condition as the Use Area may hereafter be placed during the Term by the Licensee or the City.
12.6.2 Confirmation of Licensee’s obligations. Termination of this Agreement for
any reason does not terminate the Licensee’s obligations arising prior to or simultaneous with, or
attributable to, the termination.
12.6.3 Licensee’s personal property; re-entry. At the expiration of the Term or
upon any sooner termination of this Agreement, the Licensee shall remove all its property from the
Use Area. Upon termination or expiration of this Agreement, the City, at its election, may re-enter
15674244v1 Page 7 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
the portion of the Facility occupied by the Licensee pursuant to this Agreement and may
immediately demand that any property or personnel of the Licensee found therein be removed
by the Licensee. If such property is not removed within ten (10) business days, the City may
remove and store any such property in a public warehouse or at a place selected by the City at
the expense of the Licensee, and may dispose of it as it sees fit, subject only to the limitations of
state law.
13.0 Indemnification. Each Party (as "indemnitor") agrees to indemnify, defend, and
hold harmless the other Party (as "indemnitee") from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively
referred to as "claims") arising out of the negligent performance of this Agreement, 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.
13.1 Insurance provisions set forth in this Agreement are separate and independent
from the indemnity provisions of this paragraph and shall not be construed in any way to limit
the scope and magnitude of the indemnity provisions. The indemnity provisions of this
paragraph shall not be construed in any way to limit the scope and magnitude and applicability
of the insurance provisions.
14.0 Insurance representations and requirements.
14.1 General. The Licensee agrees to comply with all applicable City ordinances and
state and federal laws and regulations. Without limiting any obligations or liabilities of the
Licensee, the Licensee shall purchase and maintain, at its own expense, hereinafter stipulated
minimum insurance with insurance companies duly licensed by the State of Arizona (admitted
insurer) with an AM Best, Inc. rating of B ++ 6 or above or an equivalent qualified unlicensed
insurer by the State of Arizona (non-admitted insurer) with policies and forms satisfactory to the
City. Failure to maintain insurance as specified may result in termination of this Agreement at
the City’s option.
14.2 No representation of coverage adequacy. By requiring insurance herein, the City
does not represent that coverage and limits will be adequate to protect the Licensee. The City
reserves the right to review any and all of the insurance policies and/or endorsements cited in
this Agreement but has no obligation to do so. Failure to demand evidence of full compliance
with the insurance requirements stated in this Agreement or failure to identify any insurance
deficiency will not relieve the Licensee from, nor be construed or considered a waiver of, its
obligation to maintain the required insurance at all times during the performance of this
Agreement.
14.3 Coverage term. All insurance required by this Agreement shall be maintained in
full force and effect until all work or services required to be performed under the terms of this
Agreement are satisfactorily performed, completed and formally accepted by the City, unless
specified otherwise in this Agreement.
14.4 Claims made. In the event any insurance policies required by this Agreement
are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force
or purchasing an extended reporting option, for three (3) years past completion and acceptance
15674244v1 Page 8 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
of the work or services as evidenced by submission of annual Certificates of Insurance citing
applicable coverage is in force and contains the provisions as required herein for the three-year
period.
14.5 Policy deductibles and or self-insured retentions. The policy requirements may
provide coverage that contains deductibles or self-insured retention amounts. Such deductibles
or self-insured retention shall not be applicable with respect to the policy limits provided to the
City. The Licensee shall be solely responsible for any deductible or self-insured retention
amount. The City, at its option, may require the Licensee to secure payment of the deductible
or self-insured retention by a surety bond or irrevocable and unconditional Letter of Credit.
14.6 Use of subcontractors. If any work under this Agreement is subcontracted in any
way, the Licensee shall execute written agreements with its subcontractors containing the same
Indemnification Clause and Insurance Requirements as stated in this Agreement protecting the
City and the Licensee. The Licensee is responsible for executing the agreement with its
subcontractors and obtaining Certificates of Insurance verifying the insurance requirements.
14.7 Evidence of insurance.
14.7.1 Prior to using the Facility, the Licensee shall furnish the City with
Certificate(s) of Insurance, or formal endorsements as required by this Agreement, issued by
the Licensee’s insurer(s) as evidence that policies are placed with acceptable insurers as
specified in this Agreement and provide the required coverage, conditions, and limits of
coverage and that such coverage and provisions are in full force and effect. If a Certificate of
Insurance is submitted as verification of coverage, City shall reasonably rely upon the Certificate
of Insurance as evidence of coverage but such acceptance and reliance shall not waive or alter
in any way the insurance requirements or obligations of this Agreement. Such Certificates shall
identify the title of this Agreement, the date of this Agreement and the Parties’ names, and shall
be sent to the designated City Contract Administrator and the City of Scottsdale Senior Real
Estate Manager. Certificates of Insurance submitted without referencing the title of this
Agreement will be subject to rejection and may be returned or discarded. If any of the above-
cited policies expire during the life of this Agreement, it is the Licensee’s responsibility to
forward renewal Certificates within ten (10) days after the renewal date containing all the
aforementioned insurance provisions.
14.7.2 The City will accept Licensee’s self-insurance to satisfy this section so
long as the certificates contain the specific provisions below.
14.7.2.1 City of Scottsdale, its agents, representatives, officers,
directors, officials and employees is an Additional Insured under the following policies:
14.7.2.1.1 Commercial General Liability
14.7.2.1.2 Auto Liability
14.7.2.1.3 Excess Liability - Follow Form to underlying
insurance as required.
15674244v1 Page 9 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
14.7.2.2 The Licensee’s insurance shall be primary insurance as
respects performance of subject agreement.
14.7.2.3 All policies, except Professional Liability, if applicable, shall
waive rights of recovery (subrogation) against City of Scottsdale, its agents, representatives,
officers, directors, officials and employees for any claims arising out of work or services
performed by the Licensee under this Agreement.
14.7.2.4 If the Licensee receives notice that any of the required
policies of insurance are materially reduced or cancelled, it will be the Licensee’s responsibility
to provide prompt notice of same to the City, unless such coverage is immediately replaced with
similar policies.
14.7.3 Required coverage.
14.7.3.1 Commercial general liability. The Licensee shall maintain
“occurrence” form Commercial General Liability insurance with a limit of not less than
$1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual
Aggregate, and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising
from premises, operations, independent contractors, products-completed operations, personal
injury, advertising injury, bodily injury, property damage, and contractual liability. For any
Services that involve children or at-risk individuals, the commercial general liability must include
coverage for sexual abuse and molestation. If any Excess insurance is utilized to fulfill the
requirements of this paragraph, the Excess insurance shall be “follow form” equal or broader in
coverage scope than underlying insurance.
14.7.3.2 Professional liability. If the Licensee or any of the
Licensee’s employees or subcontractors are licensed professionals, the Licensee shall maintain
Professional Liability insurance covering errors and omissions arising out of the work or services
performed by the Licensee, or anyone employed by the Licensee, or anyone for whose acts,
mistakes, errors and omissions the Licensee is legally liable, with an unimpaired liability
insurance limit of $1,000,000 each claim and $2,000,000 all claims.
14.7.3.3 Automobile liability. If vehicles are used by the Licensee to
perform the Services, the Licensee shall maintain Business Automobile Liability insurance with
a limit of $1,000,000 each occurrence on the Licensee’s owned, hired, and non-owned vehicles
assigned to or used in the performance of the Services. If vehicles are not used by the
Licensee to perform the Services, this requirement for Automobile Liability may be waived. If
any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance shall be “follow form” equal or broader in coverage scope than underlying insurance.
14.7.3.4 Workers’ compensation insurance. If the Licensee has
employees, the Licensee shall maintain Workers’ Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction of the Licensee’s employees engaged
in the performance of work or Services under this Agreement and shall also maintain
Employers’ Liability Insurance of not less than $100,000 for each accident, $100,000 disease for
each employee and $500,000 disease policy limit.
15674244v1 Page 10 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
15.0 Non-assignability. The rights, privileges and responsibilities of the Licensee
under this Agreement are non-assignable.
16.0 Remedies.
16.1 Available remedies. If either Party breaches any provision of this Agreement, the
other Party will have all remedies that are available to it at law or in equity including, without
limitation, the remedy of specific performance.
16.2 No waiver. No provision in this Agreement shall be construed, expressly or by
implication, as waiver by either Party of any existing or future right and/or remedy available by
law in the event of any claim of default or breach of this Agreement. The failure of either Party
to insist upon the strict performance of any term or condition of this Agreement or to exercise or
delay the exercise of any right or remedy provided in this Agreement, or by law, or either Party’s
acceptance of Services, shall not release the Parties from any responsibilities or obligations
imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the
Parties to insist upon the strict performance of this Agreement.
17.0 Miscellaneous.
17.1 No real property interest. Notwithstanding any provision of this Agreement to the
contrary, and notwithstanding any negotiation, correspondence, course of performance or
dealing, or other statements or acts by or between the Parties, the Licensee’s rights are limited
to the Use Area and the Licensee’s rights in the Use Area are limited to the license rights
created by this Agreement, which creates only a revocable license in the Use Area. The City
and the Licensee do not by this instrument intend to create a lease, easement or other real
property interest. The Licensee shall have no real property interest in the Use Area. The
Licensee’s sole remedy for any breach or threatened breach of this Agreement by the City shall
be an action for damages. The Licensee’s rights hereunder are subject to all covenants,
restrictions easements, agreements, reservations and encumbrances upon, and all other
conditions of title to, the Use Area. Notwithstanding the preceding sentence, the City shall
provide to the Licensee during the term of this Agreement peaceable use and enjoyment of the
Use Area in accordance with the terms of this Agreement. It is the Licensee’s responsibility to
resolve any issues related to nearby property owners that pertain to Licensee’s use of the Use
Area. The Licensee’s rights hereunder are further subject to all present and future building
restrictions, regulations, zoning laws, ordinances, resolutions and orders of all bodies, bureaus,
commissions and bodies of any municipal, county, state or federal authority, now or hereafter
having jurisdiction over the Use Area or the Licensee’s use thereof.
17.2 Entire agreement. This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter hereof and supersedes any prior agreement,
understanding, negotiation or representation regarding the Facility, the Use Area or the Services
to be provided pursuant to this Agreement, unless such other agreement is referenced in
section 5.1 above.
17.3 Law governing; venue. This Agreement shall be governed by the laws of the
State of Arizona, and suit pertaining to this Agreement may be brought only in courts in
Maricopa County, Arizona.
15674244v1 Page 11 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
17.4 Compliance with law. Licensee shall perform its obligations under this
Agreement in accordance with all federal, state, county and local laws, ordinances, regulations
or other rules or policies as are now in effect or as may hereafter be adopted or amended.
17.5 In addition to the Use Fee, Licensee shall pay, when due, and as the same
become due and payable, all sales, transaction privilege and similar taxes arising solely from
the Licensee’s use of the Use Area.
17.6 Arizona Legal Workers Act. Under the provisions of A.R.S. § 41-4401, the
Licensee warrants to the City that the Licensee and all its subcontractors will comply with all
Federal Immigration laws and regulations that relate to their employees and that the Licensee
and all its subcontractors now comply with the E-Verify Program under A.R.S. § 23-214(A).
A breach of this warranty by the Licensee or any of its subcontractors will be considered a
material breach of this Agreement and may subject the Licensee or subcontractor to penalties
up to and including termination of this Agreement or any subcontract. The Licensee will take
appropriate steps to assure that all subcontractors comply with the requirements of the E-Verify
Program. The Licensee’s failure to assure compliance by all its subcontractors with the E-Verify
Program may be considered a material breach of this Agreement by the City.
The City retains the legal right to inspect the papers of any employee of the Licensee or any
subcontractor who works on this Agreement to ensure that the Licensee or any subcontractor is
complying with the warranty given above.
The City may conduct random verification of the employment records of the Licensee and any of
its subcontractors to ensure compliance with this warranty. The Licensee agrees to indemnify,
defend and hold the City harmless for, from and against all losses and liabilities arising from any
and all violations of these statutes.
17.7 Boycott of Israel. Licensee certifies that 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.
17.8 Survival of liability. All warranties and indemnities of the Licensee hereunder
shall survive termination of this Agreement for any reason.
17.9 Attorneys’ fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement, or on account of any breach or default
hereof, the prevailing Party shall be entitled to receive from the other Party reasonable
attorneys’ fees and reasonable costs and expenses, determined by the court, sitting without
jury, which shall be deemed to have accrued on the commencement of such action.
17.10 Non-exclusive contract. This Agreement is entered into with the understanding
and agreement that it is for the sole convenience of the City. The City reserves the right to
obtain like services from another source when necessary.
17.11 Severability. If any term or provision of this Agreement shall be found to be
illegal or unenforceable, then notwithstanding such illegality or unenforceability, this Agreement
shall remain in full force and effect and such term or provision shall be deemed to be deleted.
15674244v1 Page 12 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
17.12 Exhibits. All Exhibits referred to in this Agreement are hereby incorporated by
this reference.
IN WITNESS WHEREOF, the Parties have executed this document by signing their
signatures, as of the day and date first written above.
MARICOPA COUNTY,
A political subdivision of the State of Arizona
By: ________________________
Denny Barney, Chairman of the Board of Supervisors
ATTEST:
__________________________________________________
Clerk of the Board Date
APPROVED AS TO FORM:
__________________________________________________
Deputy County Attorney Date
15674244v1 Page 13 of 14

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
CITY OF SCOTTSDALE, an Arizona municipal corporation
______________________
W.J. “Jim” Lane, Mayor
ATTEST:
______________________
Carolyn Jagger, City Clerk
APPROVED AS TO FORM:
Bruce Washburn, City Attorney
By: Janis L. Bladine, Senior Assistant City Attorney
REVIEWED BY:
Katherine Callaway, Risk Management Director
William B. Murphy, Community Services Director
15674244v1 Page 14 of 14

Contract No. 2017-061-COS
TABLE OF EXHIBITS
Exhibit Title
A Diagram of Facility with Location(s) of Use Area(s)
B Additional Terms and Conditions [None]
15503997v4 Page 1 of 1

Contract No. 2017-061-COS
Exhibit “A”
DIAGRAM OF FACILITY WITH LOCATION(S) OF USE AREA(S)
15503997v4 Page 1 of 1

Contract No. 2017-061-COS
C-22-17-070-L-00
P-50303
Exhibit “B”
ADDITIONAL TERMS AND CONDITIONS
None for this Agreement
15503997v2 Page 1 of 1