COUNTY LICENSE WITH EQUUS P50400 FINAL.PDF

LICENSE USE AGREEMENT (P50400) BETWEEN
MARICOPA COUNTY AND ARBOR E&T, LLC DBA EQUUS WORKFORCE SOLUTIONS
1001 WEST SOUTHERN AVENUE, MESA, AZ
C-22-24-073-X-00
This License Use Agreement (License) is made and entered into as of the date last signed below by and
between Maricopa County, a political subdivision of the State of Arizona (County), and Arbor E&T, LLC
dba Equus Workforce Solutions, a Kentucky for-profit limited liability company (Licensee). County and
Licensee shall collectively be referred to herein as the “Parties” or individually as a “Party.”
RECITALS
WHEREAS, County leases 41,917 rentable square feet (RSF) of office and storage space (Premises) of
that certain real property known as the Mesa Corporate Center located at 1001 West Southern Avenue,
Mesa, AZ (Property) under that certain Lease Agreement with Shadow Ridge Estates, LP, California limited
partnership (Landlord) dated September 7, 2021, (Master Lease); and
WHEREAS, pursuant to the Master Lease, County may sublease or license a portion of the Premises to its
program partners and like agencies as solely determined by County, that provide other Human Services
activities, without Landlord consent; and
WHEREAS, County desires to license to Licensee, and Licensee desires to license from County, a portion
of the Premises for Licensee to provide other Human Services activities for the benefit of County’s Human
Services Department, Workforce Development Program as a program partner of County, subject to the
terms and conditions described herein and the applicable terms and conditions of the Master Lease; and
WHEREAS, Licensee shall be permitted to use that certain portion of the Premises known as cubicles 266
and 267 totaling 144 RSF (Facility) which is described on Exhibit “A,” attached hereto and incorporated
herein by this reference for the Permitted Use hereinafter defined. Licensee’s share of Common Space,
hereinafter defined, is 59 RSF. Licensee’s total space allocation is 203 RSF referenced in Exhibit "B,”
attached hereto and incorporated herein by this reference (Space Allocation).
AGREEMENT
NOW THEREFORE in consideration of the foregoing and other good and valuable consideration, receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. RECITALS
1.1. The Recitals, by this reference, are hereby incorporated herein and made a part of this License.
2. PERMITTED USE
2.1. Licensee shall have access to the Property and use of the Facility Monday through Friday
between the hours of 7:30 am to 5:00 pm excluding the holidays as follows: New Year’s Day,
MLK Civil Rights Day, President’s Day, Memorial Day, Independence Day, Labor Day,
Veteran’s Day, Thanksgiving Day, and Christmas Day (Permitted Use).
2.2. County may relocate Licensee to another location within the Premises at the sole discretion of
County with ten (10) days advance notice to Licensee.

2.3. Licensee shall have a non-exclusive right to use in common with Landlord, County, other
tenants and occupants, and other parties authorized by Landlord, their respective employees,
agents, contractors, customers and invitees, such parking areas, sidewalks, hallways, atrium,
restrooms and other common areas and facilities as Landlord shall from time to time designate
for common use (Common Space).
3. TERM/TERMINATION/TERM EXTENSION
3.1. The term of this License shall commence upon signature of both Parties and terminate on June
30, 2025, unless terminated earlier or extended as provided for in the License.
3.2. Licensee shall have the option to extend the term of the License for two (2) additional two-year
terms upon mutual agreement of the Parties. To exercise this option, Licensee shall provide
County with written notice of its intent to renew no later than ninety (90) days prior to the
expiration of the current term of the License or renewal, as the case may be.
3.3. Either Party may terminate this License with or without cause by giving thirty (30) days’ prior
written notice to the other Party.
3.4. This License may be canceled pursuant to the provisions of A.R.S. § 38-511 without any
penalty or liability to County.
4. CONSIDERATION
4.1. During the full term of the License, Licensee agrees to pay a monthly rent in the amount of
$401.77 per month (Rent). which is described on Exhibit “C,” attached hereto and incorporated
herein by this reference. Licensee agrees to pay Shared Operation Costs, hereinafter defined,
due for the February 1, 2024, through June 30, 2024, in an amount not to exceed $144.00. The
Shared Operation Costs for July 1, 2024, through June 30, 2025, shall not exceed $345.00.
Shared Operation Costs consist of the following: rental taxes, common area maintenance costs,
printer/copier charges (located in Common Areas), security services, janitorial services,
utilities, and repairs and maintenance (Shared Operation Costs).
4.2. Each quarter, County shall send Licensee an invoice electronically via email to Licensee point
of contact, Monica Schult, at the following email address: mschult@equusworks.com.
4.3. Licensee shall pay Rent and Shared Operation Costs (Use Fees) within 10 business days of
receipt of electronic invoice. The Use Fees payments shall be mailed to:
Maricopa County Human Services Department
234 North Central, 3rd Floor
Phoenix, AZ 85004
5. LICENSEE RESPONSIBILITIES
5.1. Licensee shall not access the Property, Premises and Facility outside of normal business hours
unless otherwise agreed to in writing with County.
5.2. Licensee is responsible for keeping areas it uses and utilized by its agents, employees, clients
within the Property, Premises, and Facility neat, clean and free of clutter. Licensee shall ensure
that all trash and recycling is placed in the proper receptacle(s).

5.3. Licensee and its agents shall not cause any damage to the Property, Premises or Facility.
Licensee is responsible for immediately notifying County of any damages to the Property,
Premises or Facility caused by Licensee, its officials, agents, employees, officers, vendors,
clients, or invitees. County shall repair or replace damaged property at Licensee’s sole cost,
and Licensee shall, upon demand by County, reimburse County.
5.4. Immediately upon the expiration or termination of this License, Licensee shall surrender and
restore the Facility to its original condition, clean and free of any debris, normal wear and tear
excepted. Any personal property of Licensee not removed by the end of the term shall be
deemed to have been abandoned by Licensee and may be disposed of or retained by County at
County’s sole discretion. There are no holdover provisions granted to Licensee in this License.
5.5. Licensee shall maintain all applicable permits and licenses for its business operations.
5.6. Licensee is an independent contractor in the performance of the work and the provision of
Permitted Use under this License and is not to be considered an officer, employee or agent of
Licensor.
6. SPACE & COSTS ALLOCATION
6.1. 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 Facility are allocated
among the One-Stop partners located in the Facility, including Licensee. The Parties agree that
the space allocation identified in this License 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 invoices. If necessary, an Amendment
to this License will be processed.
7. INDEMNIFICATION
7.1. To the fullest extent permitted by law and except for the negligence or willful misconduct of
County, Licensee shall indemnify, defend and hold harmless County and all of its officers,
employees and agents from and against any and all damages, claims, losses, liabilities, actions
or expenses (including, but not limited to attorneys’ fees, expert witness fees, court costs and
the cost of appellate proceedings) (collectively “Claims”) relating to or arising from (i) use of
the Property, Premises and/or Facility by Licensee, its agents, contractors, employees or
invitees; or (ii) the breach of this License by Licensee. Licensee’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 to bodily injury, sickness, or disease, including death, or to
injury to, impairment, or destruction of property, including but not limited to personal property
belonging to County and County’s employees, arising from or related to this License, including
claims resulting in whole or in part from the acts, errors, mistakes, omissions, work or services
of Licensee or anyone for whose acts Licensee may be legally liable. Licensee will be
responsible for primary loss investigation and defense and judgment costs where this
Indemnification applies. Licensee’s obligations under this section shall survive the expiration
or earlier termination of this License. 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.
8. RELEASE

8.1. In consideration of the granting of this License, Licensee voluntarily and knowingly releases
and discharges County and its agents, contractors, employees, members, officers 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 Licensee, or anyone claiming through or under Licensee may have or may claim
to have, which now exist or may hereafter arise resulting from the exercise of license granted
by this License.
9. INSURANCE
9.1. Licensee, and Licensee’s contractors, at Licensee’s or contractor’s expense, shall purchase and
maintain the herein stipulated minimum insurance from a company or companies authorized to
issue insurance by the State of Arizona and possessing a current A.M. Best, Inc. rating of A-
VII. All insurance required herein shall be maintained in full force and effect until the
expiration or termination of this License. Failure to do so may, at the sole discretion of County,
constitute a material breach of this License. The minimum insurance types and coverages are
as follows:
9.1.1. Commercial General Liability. Commercial General Liability insurance and, at
Licensee’s election, Umbrella insurance with a combined limit of not less than
$2,000,000 for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 and General Aggregate Limit. The policy shall include
coverage for premises liability, bodily injury, broad form property damage, personal
injury, products and completed operations and blanket contractual coverage, and shall
not contain any provision which would serve to limit third party action over claims.
This requirement may be met using a combination of primary and umbrella/excess
policies.
9.1.2. Workers’ Compensation. Workers’ Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction Licensee’s employees
engaged in the performance of the work or services associated with the use of the
Premises; and Employer’s Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit.
Licensee and its contractors waive all rights against Sublicensor and its agents, officers,
directors and employees for recovery or subrogation.
9.1.3. Property Insurance. Property insurance in an amount necessary to repair or replace
Sublicensor’s personal property in Licensee’s care, custody and control.
9.1.4. Sexual Molestation and Physical Abuse. The policy shall be endorsed to include
coverage for sexual molestation and physical abuse at limits not less than
$1,000,000.00 per occurrence and $2,000,000.00 aggregate. These limits may be
included within a General Liability policy, Professional Liability policy or provided
by separate endorsement with its own limits as required. Contractor must provide the
following statement on their Certificate(s) of Insurance: “Sexual molestation and
physical abuse coverage is included.” Policies/certificates stating that “Sexual
molestation and physical abuse coverage is not excluded” do not meet this requirement.
9.2. Prior to the commencement of this License, Licensee shall furnish County with Certificates of
Insurance in a form acceptable to County, or formal endorsements as required by County,
issued by Licensee’s insurer(s), as evidence that policies providing the required coverages,
conditions and limits required by this License are in full force and effect. Such certificates shall

identify this License number and title. In the event any insurance policies required by this
License are written on a “claims made” basis, coverage shall extend for two (2) years past
expiration or termination of this License as evidenced by annual Certificates of Insurance. If a
policy does expire during the term of the License, a renewal certificate must be sent to County
at least ten (10) business days after the expiration date. The Licensee shall not allow insurance
required herein to expire, be canceled, or materially changed without thirty (30) days prior
written notice to County unless it is replaced with same or broader coverage such that the
requirements are met.
10. BACKGROUND CHECKS
10.1. Licensee shall ensure that all program staff located in the Facility 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 Facility. 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 License and within 15 days of hiring of any new
staff. Confirmation shall be provided to the Maricopa County Human Services Department
Human Resources.
11. FINGERPRINTING
11.1. Licensee shall ensure that all program staff located in the Facility 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 Department Human Resources
the names of staff that perform work in the Facility and confirmation of fingerprint clearance
and confirmation of background check via email to HSDHR@Maricopa.gov.
12. DRUG-FREE WORKPLACE ACT
12.1. License shall comply with Drug-Free Workplace Act of 1988 (Public Law 100-690).
13. CERTIFICATION REGARDING ENVIRONMENTAL TOBACCO SMOKE
13.1. Licensee shall comply with Public Law 103-227, Part C.
14. NOTICES
14.1. All notices herein required shall be in writing and sent via certified mail or hand delivered
(including delivery by commercial delivery services) as follows:
County: Maricopa County Human Services Department
Attn: Workforce Development Assistant Director
234 North Central Avenue, 3rd Floor
Phoenix, AZ 85004
With a copy to: Maricopa County Real Estate Department
Attn: Director
2801 West Durango Street
Phoenix, AZ 85009
Licensee: Arbor E&T, LLC dba Equus Workforce Solutions
9510 Ormsby Station Rd

Suite 104
Louisville, KY 40223
15. LICENSE/AMENDMENT/ASSIGNMENT
15.1. This License shall be construed as a mere license between County and Licensee authorizing
Licensee access to the Property and Premises and use of the Facility. This License shall not be
construed as a lease, sublease, or rental agreement. It is understood and agreed that Licensee
has no interest or real property interest whatsoever in the Premises, Facility and/or Property.
15.2. Nothing contained in this License shall create any partnership, joint venture or other
arrangement between County and Licensee. Except as expressly provided herein, no term or
provision of this License 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.
15.3. This License and all obligations upon County or Licensee arising therefrom shall be subject to
any limitations of budget law or other applicable local law or regulation. The Parties hereto
shall comply with all applicable laws. The terms of this License shall be construed in
accordance with the laws of the State of Arizona and any action thereon shall be brought in the
appropriate court located in the state of Arizona.
15.4. The License may be amended or modified at any time by mutual written agreement signed by
the Parties.
15.5. Licensee may not assign this License or any right thereunder pursuant to the License without
the prior written approval of County. Any assignment or attempted assignment of this License
by Licensee without the prior written consent of County shall be void.
16. AUTHORITY TO EXECUTE AGREEMENT
16.1. Any individual executing this License on behalf of or as representative for Licensee represents
and warrants that he/she is duly authorized to execute and deliver this License on behalf of
Licensee and that this License is binding on said entity in accordance with its terms. No later
than the date of full execution of this License, any individual executing this License on behalf
of Licensee shall provide documentation that he/she is duly authorized to execute and deliver
this License on behalf of Licensee and that this License is binding on Licensee in accordance
with its terms.
17. ADMINISTRATION OF AGREEMENT
17.1. The Assistant County Manager for Maricopa County and/or the Real Estate Director for
Maricopa County shall administer this License, including executing documents necessary to
administer this License.
18. COUNTERPARTS; ELECTRONIC SIGNATURES
18.1. This License 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. Electronic
delivery of an executed counterpart shall be deemed due delivery of an original.
19. CERTIFICATION PURSUANT TO A.R.S. § 35-394

19.1. Licensee warrants and certifies that it does not currently, and agrees for the duration of License
that it will not, use:
1. the forced labor of ethnic Uyghurs in the People's Republic of China.
2. any goods or services produced by the forced labor of ethnic Uyghurs in the People's
Republic of China.
3. any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China. If Licensee becomes aware during the term of the License that the Licensee is
not in compliance with this paragraph, the Licensee shall notify the County within five
(5) business days after becoming aware of the noncompliance. Failure of Licensee to
provide a written certification that the Licensee has remedied the noncompliance
within one hundred eighty (180) days after notifying County of its noncompliance, this
License shall terminate unless the term of this License shall end prior to said one
hundred eighty (180) day period.
20. COMPLIANCE WITH APPLICABLE LAWS
20.1. 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.
20.2. 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.
20.3. 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.
20.4. 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.
20.5. 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 immigrant authorized to work in the United States, and participation in any
WIOA Title 1 financially assisted program or activity.

20.6. Licensee warrants compliance with A.R.S. § 41-4401 and further acknowledges that:
20.6.1. 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;
20.6.2. A breach of a warranty under sections listed above shall be deemed a material breach
of this License that is subject to penalties up to and including termination of the
License.
20.7. 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. CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND
VOLUNTARY EXCLUSION
21.1. Licensee certifies to the best of their knowledge and belief, that they and their directors,
officers, and agents:
21.1.1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any Federal department or
agency;
21.1.2. 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;
21.1.3. 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;
21.1.4. Have not within a three-year period had one or more public transactions (Federal,
State, or local) terminated for cause or default.
22. DISABILITY REQUIREMENTS
22.1. Licensee agrees that any electronic or information technology offered under this License 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.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the Parties enter into this License as of the last date below.
LICENSEE: Arbor E&T, LLC dba Equus Workforce Solutions, a Kentucky for-profit limited liability
company
Edward M. Douglass, CEO
Date

LICENSOR:
Maricopa County, a political subdivision of the State of Arizona
Chairman of the Board of Supervisors Date
ATTEST:
Juanita Garza, Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney Date

EXHIBIT “A”
Premises and Facility

EXHIBIT “B”
Space Allocation

EXHIBIT “C”
Use Fees