LICENSE AND FEE AGREEMENT P-50281.PDF

P-50281
ATTACHMENT A
LICENSE AND FEE AGREEMENT
FOR
USE OF REAL PROPERTY
P-50281
THIS LICENSE AGREEMENT (the “License”) is entered into on this _______ day of
_______________, 2016 by and between Maricopa County, a political subdivision of the State of
Arizona, hereinafter referred to as “Licensor” and MAXIMUS Human Services, Inc., hereinafter referred
to as “Licensee”. Licensor and Licensee shall collectively be referred to as the “Parties” and individually
as “Party.”
RECITALS
WHEREAS, Licensor operates the Arizona@Work Maricopa County One-Stop Career Centers: West
Valley One-Stop Career Center (“Facility 1”) located at 1840 N. 95th Ave #160 Phoenix, AZ 85037 and
East Valley One-Stop Career Center (“Facility 2”) located at 735 North Gilbert Road, Suite 134, Gilbert,
Arizona 85234 (“Facility 1” and “Facility 2” shall collectively be referred to herein as the “Facility” or
the “Facilities”); and
WHEREAS, Licensee has been using the Facilities since July 1, 2015 and now desires to formalize the
arrangement; and
WHEREAS, Licensee is requesting access to the Facilities and use of the Premises as hereafter defined.
Licensee shall utilize the Premises to provide case management services to Licensee’s clients. The
“Premises” shall include staff work occupied space, work areas, break rooms, restrooms, meeting rooms
with pre-scheduled arrangements and other common areas; and
WHEREAS, Licensee shall share in the operations costs of facilities by paying for Licensees’ work
occupied space and common space in the Facilities in an amount not to exceed $25,000.00 per year; and
WHEREAS, Licensee shall pay on a monthly basis, in arears, an amount based on actual costs associated
with the operation of the Facilities as further described herein. The costs are associated with work
occupied space and a percentage of common space as described herein; and
WHEREAS, the Parties desire to enter into the License authorizing Licensee to enter into the Facilities
and use the Premises as further described herein; and
WHEREAS, Licensee shall abide by the recitals attached to this License.
NOW, THEREFORE, in consideration of the following mutual covenants, the sufficiency and adequacy
of which is hereby acknowledged, the Parties agree as follows:
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LICENSE AGREEMENT
1. Recitals. The Recitals, by this reference, are hereby incorporated into this License.
2. Facilities. The Arizona@Work Maricopa County One-Stop Career Centers provide employment-
related services to job-seekers, youth and employers in Maricopa County, in accordance with the
Workforce Innovations and Opportunity Act (WIOA) Public Law No: 113-128 (07/22/2014). The
Facilities house several partner agencies that help to facilitate an integrated one-stop service
delivery system for Maricopa County residents.
Facility 1 – West Valley One-Stop Career Center total space is 32,710 sq ft of which 15,809 sq ft
is utilized for work occupied space by staff and 16,901 sq ft is designated as common space.
Facility 2 – East Valley One-Stop Career Center total space is 23,535 sq ft of which 14,960 sq ft
is utilized for work occupied space by staff and 8,575 is designated as common space.
3. License. Licensor hereby grants to Licensee a revocable license to enter the Facilities and use the
Premises for the purpose previously stated during normal business hours:-Monday through Friday
(excluding Holidays as listed in Exhibit 2) 7:30 AM to 5:00 PM.
4. Term. The term of this License shall be for two (2) years, retroactive to July 1, 2015 and shall
expire June 30, 2017.
5. Renewal Term. The Parties have the option to renew the term of this License two (2) times for a
period of one (1) year each, provided, however, that Licensee is in full compliance with all terms
and conditions of this License. Licensee shall provide written notification to Licensor at least
sixty (60) days prior to the expiration of the License of its desire to renew the License. The
License shall be renewed upon mutual agreement by the Parties in writing. Any renewal of this
License shall be on the same terms, covenants and conditions contained in this License unless the
Parties otherwise agree in writing.
6. Amendments or Modifications. This License may be amended or modified at any time by mutual
written agreement. No agent, employee or other representative of either Party is empowered to
alter any of the terms of the License, unless done in writing, formally approved by the Maricopa
County Board of Supervisors and signed by the authorized representative of the respective
Parties.
7. Termination & Revocation.
A. Pursuant to A.R.S. §38-511 either Party may terminate this agreement at any time by
giving the other Party at least thirty (30) calendar days prior notice in writing (unless
terminated by the Board of Supervisors under the Availability of Funds provision). The
notice shall be given by personal delivery or by registered or certified mail, postage prepaid
and return receipt requested, to the persons at the addresses set forth in this Agreement.
B. This Agreement may be terminated by mutual written agreement of the Parties specifying
the termination date therein.
C. In the event of termination or suspension of the License by either Party, such termination
or suspension shall not affect the obligation of the Parties to indemnify the other Party or
the terminating Party arising from the other Party’s performance of this License and for
which the other Party would otherwise be liable under this License. To the extent such
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indemnification is excluded by A.R.S. §41-621, et seq. or an obligation is unauthorized
under A.R.S. §35-154, the provisions of this paragraph shall not apply.
D. The Licensor may terminate this License if Licensee fails to pay any charge when due or
fails to perform or observe any other material term or condition of the License, and such
failure continues for more than ten (10) days after receipt of written notice of such failure
from Licensor, or if the Licensee becomes insolvent or generally fails to pay its debts as
they become due.
E. Notice is given that pursuant to A.R.S. §38-511 the Licensor may cancel this License
without penalty or further obligation within three years after execution of the License, if
any person significantly involved in initiating, negotiating, securing, drafting or creating
the License on behalf of the Licensor is at any time while the Agreement or any extension
of the License is in effect, an employee or agent of any other party to the License in any
capacity or consultant to any other party of the License with respect to the subject matter
of the License. Additionally, pursuant to A.R.S §38-511 the Licensor may recoup any
fee or commission paid or due to any person significantly involved in initiating,
negotiating, securing, drafting or creating the License on behalf of the Licensor from any
other party to the License arising as the result of the License.
8. Severability. Any provision of this License which is determined to be invalid, void or illegal shall in
no way affect, impair or invalidate any other provision hereof, and remaining provisions shall
remain in full force and effect.
9. Non-Availability of Funds. If funds are not available for the continuance of this License, this
License may be terminated by either Party at the end of the period for which funds are available.
Licensee shall be obligated or liable for any payments due prior to notification of License
termination.
10. Separate Operations. The Parties to this License agree to share operation expenses associated with
the Facilities as set forth herein, thereby reducing their respective overhead and to coordinate
their job training and employment services to provide the public with the convenience of a one-
stop center for such services. Nothing in this License shall be construed to establish an
employment, agency, partnership, joint venture or other relationship between the Parties. Neither
Party shall be liable or responsible for the acts, errors or omissions of the other Party. Neither
Party shall have authority to bind the other Party to any contract, debt or liability. Neither Party
shall be liable for the separate debts, liabilities, or obligations incurred by the other Party, except
as otherwise provided in this License.
11. Licensee Responsibilities. Licensee is responsible for keeping areas utilized by its agents,
employees, clients within the Facilities and Premises neat, clean, free of clutter and of a
professional appearance. Licensee shall ensure that all trash and recycling is placed in the proper
receptacle(s). Licensee shall ensure that all clients/participants adhere to these rules. Licensee
shall leave the Facilities and Premises in as good condition as when received. Licensee is
responsible for repairing or replacing damages to the Facilities and Premises caused by Licensee,
its officials, agents, employees, officers, vendors or invitees. Repairs or replacement is to be
accomplished within sixty (60) days after Licensee receives notice from Licensor. If Licensee
fails to make repairs or to replace damaged property, Licensor may, at its option, make such
repair or replace damaged property and Licensee shall, upon demand by Licensor, reimburse
Licensor for Licensor’s reasonable costs and expenses connected therewith. Immediately upon
the completion or termination of this License, Licensee shall remove its personal property from
the Facilities and Premises unless previous arrangements have been made with Licensor.
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Licensee hereby acknowledges that Licensor shall not be responsible for Licensee’s personal
property that remains on the Facilities and Premises after the completion or termination of this
License and that Licensor may dispose of said personal property at its discretion.
All Licensees’ staff shall, at all times, be members in good standing with all required licensing
bodies. They shall possess full, complete and current professional credentials as may be lawfully
required to perform the services and duties required by Licensee. Licensee shall comply with any
and all federal, state and local laws, statutes, ordinances, codes, rules and/or regulations that
apply to the operation of its business and its use of the Facilities and Premises.
Licensee’s staff shall not access the Facilities and Premises outside of normal business hours
unless otherwise agreed to in writing with Licensor.
12. Licensor Responsibilities. Licensor is responsible for ensuring interior janitorial services, exterior
ground maintenance are performed and that the heating and air conditioning equipment and the
plumbing and electrical systems are maintained and in good working order. Licensor shall
provide heating, ventilation, air conditioning (HVAC), electricity, water for reasonable and
normal drinking and lavatory use. Licensor has the right to determine what equipment or personal
property may be brought onto the Facilities and Premises. All or any equipment or personal
property of Licensee shall be removed with at least thirty (30) business days’ notice from the
Facilities and Premises at the direction of Licensor. Licensor is not responsible for any property
of Licensee or of any other individual or entity on the Facilities or Premises in connection with
this License. Licensor has no liability for the destruction, theft, vandalism, or other loss or
damage of any such property.
13. Space & Space Allocation. The Parties agree that the costs associated with the operation of the
Facilities are shared among the strategic partners and agencies that are co-located in the Facilities.
Work space where Licensor, partner agencies and Licensee’s staff conduct their work assigned
responsibilities shall be referred to as “Work Occupied Space”. Areas such as any entrances,
passages, lobby, reception areas, common restrooms, stairways, vestibules, public corridors and
halls are referred to as “Common Space”.
14. Licensee’s Work Occupied Space and Common Space.
A. The Facilities space is:
i. Facility 1 - 15,809 sq ft designated Work Space and 16,901 sq ft designated Common
Space for a total space of 32,710 sq ft.
ii. Facility 2 - 14,960 sq ft designated Work Space and 8,575 sq ft designated Common
Space for a total space of 23,535 sq ft.
B. Licensee work space and common space allocation in Facility 1 is:
i. During July 1, 2015 to December 2015 Licensee utilized 839 sq ft or 5.31% of work
space, and 897 sq ft or 5.31% of common space in the Facility. Licensee’s space
allocation is outlined below:
Facility 1
4 office x 128 sq ft (Offices: 109, 110, 111, 112) 512 sq ft
4 cubicles x 62 sq ft (Cubicles: 01, 02, 03, 04) 248 sq ft
Reception Desk (ST101D) 79 sq ft
Common Space 897 sq ft
Total sq ft 1,736 sq ft
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ii. Space allocated to Licensee from January 1, 2016 is reduced due to staffing. Licensee
utilized 236 sq ft or 1.49% of work space, and 252 sq ft or 1.49% of common space
in the Facility. Licensee’s space allocation is outlined below:
Facility 1
2 cubicles x 64 sq ft (Cubicle 19, 20) 128 sq ft
Training Room 108 sq ft (Room 164) 108 sq ft
Common Space 252 sq ft
Total sq ft 488 sq ft
C. Licensee work space and common space allocation in Facility 2 is:
i. Licensee utilized 313 sq ft or 2.09% of work space, and 179 sq ft or 2.04% of
common space in the Facility. Licensee’s space is outlined below:
Facility 2
1 Office (O4) 132 sq ft
1 Cube (C17) 91 sq ft
1 Cube (C18) 90 sq ft
Common Space 179 sq ft
Total sq ft 492 ft
15. Shared Facilities Operation Costs. Shared Operation costs include the following items:
i. Facilities Rent;
ii. Pro Rata Share items are subject to fluctuate on a monthly basis and may increase or
decrease depending on use:
i. Taxes
i. Common Area Maintenance Costs
ii. Printer/Copier charges (located in Common Areas)
iii. Security Services
iv. Copier/Printer Paper for copiers and printers located in Common Areas
v. Janitorial Services
vi. Utilities
vii. Repairs & Maintenance
16. Exception to Space Allocation Costs in Facility 1
Licensee is an Arizona Department of Economic Security (ADES) contractor in the provision of
service delivery for the JOBS Program. ADES pays for the costs for space allocation attributed to
Licensee. Licensee shall not pay for the shared costs for space utilized in Facility 1.
17. Payment Requirements. Invoices shall be sent to Licensee’s point of contact as listed in “Notice”
section of this License by the 5th day of the month following the end of the previous month.
Licensee shall prepare and issue payment within 10 days of receipt of the invoice. The payment
shall be submitted to Licensor’s point of contact as listed in the “Notice” section of this License.
18. Indemnification
A. To the fullest extent permitted by law, and to the extent that claims, damages, losses or
expenses are not covered and paid by insurance purchased by the Licensee, Licensee
shall defend indemnify and hold harmless the Licensor, its agents, representatives,
agents, officers, directors, officials, and employees from and against all claims, damages,
losses, and expenses (including, but not limited to attorneys' fees, court costs, expert
witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or
alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to
the performance of this Agreement.
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B. Licensee’ duty to defend, indemnify, and hold harmless the Licensor, its agents,
representatives, agents, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily injury,
sickness, disease, death or injury to, impairment of, or destruction of tangible property,
including loss of use resulting there from, caused by negligent acts, errors, omissions, or
mistakes in the performance of this Agreement, but only to the extent caused by the
negligent acts or omissions of Licensee, a subcontractor, any one directly or indirectly
employed by them, or anyone for whose acts they may be liable, regardless of whether or
not such claim, damage, loss, or expense is caused in part by a party indemnified
hereunder.
C. 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.
D. The scope of this indemnification does not extend to the sole negligence of Licensor.
E. When services involve working with these groups of individuals, the insurance
requirements in the contract need to be revised to include coverage for "sexual
molestation and physical abuse".
F. Coverage for this type of claim, or allegation, is excluded from standard general liability
policies. Therefore, staff whose services include working with and/or caring for
children/elderly and disabled persons should have their policies specifically endorsed to
include this coverage.
G. Commercial General Liability – Occurrence Form
i. Policy shall include bodily injury, property damage and broad form contractual
liability coverage.
ii. The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.
iii. The policy shall be endorsed to include the following additional insured language:
"(Maricopa County), its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and
volunteers shall be named as additional insureds with respect to liability arising out
of the activities performed by, or on behalf of Licensee".
19. Insurance
A. Licensee shall purchase and maintain the herein stipulated minimum insurance from a
company or companies duly licensed by the State of Arizona and possessing a current
A.M. Best, Inc. rating of B++6. In lieu of State of Arizona licensing, the stipulated
insurance may be purchased from a company or companies who are authorized to do
business in the State of Arizona, provided that said insurance companies meet the
approval of Licensor. The form of any insurance policies and forms must be acceptable to
Licensor.
B. All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Agreement is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of Licensor,
constitute a material breach of this Agreement.
C. Licensee’ insurance shall be primary insurance as respects Licensor, and any insurance or
self-insurance maintained by Licensor shall not contribute to it.
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D. Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect coverage afforded under the
insurance policies to protect Licensor.
E. The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to Licensor under such policies. Licensee shall be solely
responsible for the deductible and/or self-insured retention and Licensor, at its option,
may require Licensee to secure payment of such deductibles or self-insured retentions by
a surety bond or an irrevocable and unconditional letter of credit.
F. Licensor reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. Licensor shall not be
obligated to review policies and/or endorsements or to advise Licensee of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Licensee from, or be deemed a waiver of Licensor’s right to insist on strict fulfillment of
Licensee’ obligations under this Agreement.
G. The insurance policies required by this Agreement, except Workers’ Compensation, shall
name Licensor, its agents, representatives, officers, directors, officials and employees as
Additional Insured’s.
H. The policies required hereunder, except Workers’ Compensation, shall contain a waiver
of transfer of rights of recovery (subrogation) against Licensor, its agents,
representatives, officers, directors, officials and employees for any claims arising out of
Licensee’ work or service.
I. Licensee’ policies shall stipulate that the insurance afforded Licensee shall be primary
insurance and that any insurance carried by the Licensor, its agents, officials, employees
or the State of Arizona shall be excess and not contributory insurance, as provided by
A.R.S. § 41-621 (E).
J. Coverage provided by the Licensee shall not be limited to the liability assumed under the
indemnification provisions of this Agreement.
K. Commercial General Liability:
i. Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 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 provisions which would serve
to limit third party action over claims. There shall be no endorsement or
modifications of the CGL limiting the scope of coverage for liability arising from
explosion, collapse, or underground property damage.
L. Workers’ Compensation:
i. Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Licensee’ employees engaged in the performance of
the work or services under this Contract; 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.
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ii. Licensee waives all rights against Licensor and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered by the
Workers’ Compensation and Employer’s Liability or commercial umbrella liability
insurance obtained by Licensee pursuant to this Contract.
M. Sexual Molestation And Physical Abuse:
i. When services involve working with these groups of individuals, the insurance
requirements in the contract need to be revised to include coverage for "sexual
molestation and physical abuse". Coverage for this type of claim, or allegation, is
excluded from standard general liability policies. Therefore, contractors whose
services include working with and/or caring for children/elderly and disabled persons
should have their policies specifically endorsed to include this coverage.
N. Commercial General Liability – Occurrence Form:
i. Policy shall include bodily injury, property damage and broad form contractual
liability coverage.
ii. The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.
iii. The policy shall be endorsed to include the following additional insured language:
"(Maricopa County), its subsidiary, parent, associated and/or affiliated entities,
successors, or assigns, its elected officials, trustees, employees, agents, and
volunteers shall be named as additional insureds with respect to liability arising out
of the activities performed by, or on behalf of the Licensee".
O. Minimum Limits:
General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Sexual Abuse/Molestation $2,000,000
Professional Insurance $2,000,000
P. Certificates of Insurance:
i. Upon Agreement execution, Licensee shall furnish the Licensor with valid and
complete certificates of insurance or formal endorsements as required by the
Agreement, issued by Licensee’ insurer(s), as evidence that policies providing
the required coverage, conditions and limits required by this Agreement are in
full force and effect. Such certificates shall identify this Contract number and
title.
ii. Prior to commencing work or services under this Agreement, Licensee shall have
insurance in effect as required by the Agreement in the form provided by the
Licensor, issued by Licensee’ insurer(s), as evidence that policies providing the
required coverage, conditions and limits required by this Agreement are in full
force and effect. Such certificates shall be made available to the Licensor upon
ten (10) business days. By signing the Agreement page the Licensee agrees to
this requirement and failure to meet this requirement will result in cancellation of
agreement.
iii. In the event any insurance policy (ies) required by this contract is (are) written on
a “claims made” basis, coverage shall extend for two years past completion and
acceptance of Licensee’ work or services and as evidenced by annual Certificates
of Insurance.
iv. If a policy does expire during the life of the Contract, a renewal certificate must
be sent to Licensor fifteen (15) days prior to the expiration date.
Q. Cancellation and Expiration Notice:
i. Insurance required herein shall not be permitted to expire, be canceled, or
materially changed without thirty (30) days prior written notice to the Licensor.
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R. If Licensee provides professional or semi-professional personal services under this
Agreement for which malpractice or professional liability coverage is available, such as
medical, psychiatric, or legal services, Licensee shall carry minimum liability coverage of
$2,000,000 each occurrence and provide the Licensor with proof of coverage.
20. Background Checks. Licensee shall ensure that all program staff located in the Facilities, obtain a
state and federal criminal records check pursuant to section A.R.S. § 41-1750 and Public Law 92-
544, before being assigned to work in the Facilities. Licensee shall provide written confirmation
that all program staff have completed the criminal records check. Written confirmation shall be
provided within 15 days of execution of this License. Confirmation shall be provided to the
MWC Regional Manager(s).
West Valley Regional Manager 602-372-4220
East Valley Regional Manager 602-372-9748
21. Fingerprinting. Licensee shall ensure that all program staff located in the Facilities obtain
fingerprint clearance cards. Licensee shall confirm that all program staff have completed the
fingerprint clearance. Licensee shall provide to the MWC Regional Manager(s) the names of staff
that perform work in the facilities and confirmation of fingerprint clearance.
22. Permits. Licensee shall maintain all applicable permits and licenses for its business operations.
Licensee shall further comply with all Federal, state and local laws, regulations, rules and
ordinances in the operation of its business.
Licensee is an independent contractor in the performance of the work and the provision of
services under this License and is not to be considered an officer, employee or agent of Licensor.
23. Compliance with Applicable Laws. Licensee shall comply with all applicable laws, ordinances,
Executive Orders, rules, regulations, standards, and codes of the Federal, State, and Local
governments whether or not specifically referenced herein. Specifically, the following apply:
A. 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. 99-4, which
mandates that all persons, regardless of race, color, religion, sex, age, national origin, or
political affiliation, shall have equal access to employment opportunities. Both Parties
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.
B. 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.
C. Licensee shall not discriminate upon the basis of race, color, creed, religion, ancestry,
national origin, sex, gender, sexual orientation, gender identity, disability, age, marital
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status or status with regard to the benefits of, or participation in, or use of the programs,
services, and activities.
D. Licensee shall comply with Section 188 of the Workforce Innovation and Opportunity
Act (WIOA), which prohibits discrimination against all individuals in the United States
on the basis of, religion, sex, national origin, age, disability, political affiliation, or belief,
and against beneficiaries on the basis of either citizenship/status as a lawfully admitted
immigrant authorized to work in the United States or participation in any WIOA Title I B
financially assisted program or activity;
E. Licensee warrants that it is in compliance with A.R.S. § 41-4401 and further
acknowledges that:
i. 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;
ii. 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;
iii. The Licensor retains the legal right to inspect the papers of any Licensee’s employee
who works on this License to ensure that the Licensee is complying with the
warranty provided under subsections listed above and that the Licensee agrees to
make all papers and employment records of said employee(s) available during normal
working hours in order to facilitate such an inspection.
24. Certification Regarding Debarment, Suspension Ineligibility and Voluntary Exclusion.
Licensee certifies to the best of its knowledge and belief, that it and its directors, officers and
agents:
A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;
B. 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;
C. 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;
D. Have not within a three-year period had one or more public transactions (Federal, State,
or local) terminated for cause or default;
E. Shall immediately notify the Maricopa County Human Services Department if, at any
time during the term of this License, it is debarred, suspended, declared ineligible, or
voluntarily excluded from participation. Licensor may pursue available remedies in the
event of such occurrence, including immediate termination of this License; and
F. Shall not enter into a subcontract or sub-recipient agreement with a person or
organization that is debarred, suspended, declared ineligible, or voluntarily excluded
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from participation. Licensor may pursue available remedies in the event of such
occurrence, including immediate termination of this License.
25. Disability Requirements. 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.
26. Lobbying. Lobbying activities are strictly prohibited in the Facilities.
27. Religious Activities. Religious activities are strictly prohibited in the Facilities.
28. Political Activity Prohibited. Political activities are strictly prohibited in the Facilities.
29. Clean Air Act & Clean Water Act. Licensee must comply with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of
the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental Protection
Agency regulations (40 CFR part 15). Drug-Free Workplace Act. Licensee shall comply with the
Drug-Free Workplace Act of 1988 (Public Law 100-690).
30. Certification Regarding Environmental Tobacco Smoke. Licensee shall comply with Public Law
103-227, Part C.
31. No Lease. This License shall be construed as a mere license between Licensor and Licensee
authorizing Licensee access to the Facilities and use of the Premises. This License shall not be
construed as a lease, sublease or rental agreement. It is understood and agreed that Licensee has
no interest whatsoever in the Premises or the Facilities. Licensor may move Licensee within the
Premises to another location within the Facilities at the sole discretion of Licensor.
32. No Assignment. This License is personal to Licensee, and Licensee may not assign this License
or any right thereunder nor give any security interest therein or in any rights thereunder nor may
this License be assigned by operation of law. Any assignment of this License or rights thereunder
by Licensee or by operation of law or the giving of any security interest therein shall at
Licensor’s option constitute a breach of this License and this License shall be void.
33. Binding License. This License shall be binding upon and inure to the benefit of the respective
Parties, their successors, personal representatives and assigns, and shall be governed by and
constructed under the laws of the State of Arizona.
34. Entire License. This License, together with any supplemental provisions attached hereto,
constitutes the entire License between the Parties and sets forth all of the covenants, promises,
agreements, conditions and understandings between Licensor and Licensee, and there are no
covenants promises, agreements, conditions or understandings, either oral or written, between
Licensor and Licensee other than as set forth herein, and those agreements that are executed
contemporaneously herewith. This License 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 License. This License cannot be modified or changed except by a
written instrument executed by Licensor and Licensee. Licensor and Licensee have reviewed this
License and have had the opportunity to have it reviewed by legal counsel.
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P-50281
35. Employment Disclaimer. This License is not intended to constitute, create, give rise to, or
otherwise recognize a joint venture License, partnership or other formal business association or
organization of any kind, and the rights and obligations of the Parties shall be only those expressly
set forth in this License. Licensee acknowledges that no individual performing work in the
Facilities, under this License on behalf of Licensee is to be considered a Licensor employee, and
that no rights of Licensor civil service, Licensor retirement, or Licensor personnel rules shall
accrue to such individual. Licensee shall have total responsibility for all salaries, wages, bonuses,
retirement, withholdings, workman's compensation, occupational disease compensation,
unemployment compensation, other employee benefits, and all taxes and premiums appurtenant
thereto concerning such individuals and shall save and hold the Licensor harmless with respect
thereto.
36. No Partnership. Nothing contained in this License shall create any partnership, joint venture or
other arrangement between Licensor and Licensee. Except and 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.
35 Arizona Law. The proper venue for any proceeding at law or in equity or under the provisions for
arbitration shall be Maricopa County, Arizona.
32. No Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall not
be deemed to be a waiver of any subsequent breach of any term, covenant or condition herein.
33. Authorization. Any individual executing this License on behalf of or as representative for a
corporation or other person, firm, partnership or entity represents and warrants that he/she is duly
authorized to execute and deliver this License on behalf of said corporation, person, firm,
partnership or other entity and that this License is binding on said entity in accordance with its
terms.
34. Invalidity. If any term, covenant, condition or provision of this License is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or
invalidated.
35. References. Sections and other headings contained in this License are for reference purposes only
and shall not affect in any way the meaning or interpretation of this License.
36. Default. In the event Licensor or Licensee resort to legal proceedings to enforce any right under
this License or to obtain relief for any default by the other Party, the Party prevailing in such
proceedings shall be entitled to recover from the defaulting Party the costs thereof, including
reasonable attorneys’ fees and costs.
37. Notices. All notices to shall be in writing and sent by certified mail to:
To County:
Maricopa County Human Services Department
Workforce Development Division
Attention: Patricia Wallace, Assistant Director
234 N. Central, Suite 300
Phoenix, AZ 85004
602-506-4146
WALLACEP001@mail.maricopa.gov
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With a copy to:
Maricopa County Facilities Management
Attn: Chief Real Estate Officer
2801 W. Durango Street
Phoenix, AZ 85009
To MAXIMUS:
MAXIMUS Human Services, Inc.
Attention: Bonnie Thoi
1140 E. Washington Street #203
Phoenix, AZ 85034
480.305.2900 Office
480.305.2897 Fax
bonniethoi@maximus.com
(This section intentionally left Blank)
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IN WITNESS WHEREOF, the Parties have hereunder set their signatures on the day and year first
written above.
LICENSOR: LICENSEE:
MARICOPA COUNTY MAXIMUS HUMAN SERVICES, INC.
BY: _______________________________ BY: _______________________________
Chairman of the Board
Title: ________________________________
Date: _____________________________ Date: _____________________________
Attested to:_________________________
Clerk of the Board
APPROVED AS TO FORM:
__________________________________
Deputy County Attorney
Date: _____________________________
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Exhibit 1
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Exhibit 2
Arizona@Work Maricopa County
One-Stop Career Centers
Holidays
January
New Year’s Day
MLK Civil Rights Day
February
President’s Day
May
Memorial Day
July
Independence Day
September
Labor Day
November
Veteran’s Day
Thanksgiving Day
County Holiday
December
Christmas Day
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Exhibit 3
Arizona@Work Maricopa County
One-Stop Career Centers
Base Rent Costs
Licensor Facility 1 Base Rent
Work Space 158,809 sq. ft.
Common Space 16,901 sq. ft.
Total Space 32,710 sq. ft.
Year Months From To Base rent per Base Rent/ Base Rent/
Sq Ft/Year Month Year
1 12 7/1/2015 6/30/2016 $20.05 s.f. $54,652.96 $655,835.50
2 12 7/1/2016 6/30/2017 $20.55 s.f. $56,015.88 $672,190.50
Licensor Facility 2 Base Year Rent
Work Space 14,960 sq. ft.
Common Space 8,575 sq. ft.
Total Space 23,535 sq. ft.
Year Months From To Base rent per Base Rent/ Base Rent/
Sq Ft/Year Month Year
1 12 7/1/2015 6/30/2016 $11.55 s.f. $22,618.75 $271,425.00
2 12 7/1/2016 6/30/2017 $11.90 s.f. $23,304.17 $279,650.00
Licensees’ Facility 1
Percentage of total space 5.31%
used
July 1, 2015 to December 31, 2015
Work Space 839 sq. ft.
Common Space 897 sq. ft.
Total Space 1,736 sq. ft.
Licensees’ Facility 1
Percentage of total space 1.49%
used
January 1, 2016 to June 30, 2016
Work Space 236 sq. ft.
Common Space 252 sq. ft.
Total Space 488 sq. ft.
Licensees’ Facility 2
Percentage of total space 2.09%
used
Work Space 313 sq. ft.
Common Space 179 sq. ft.
Total Space 492 sq. ft.
Licensees’ Base rent costs
Year Months From To Licensee rent per Licensee Base Licensee Base
Sq Ft/ Year Rent/Month Rent/Year
1 12 7/1/2015 6/30/2016 $11.55 s.f. $473.55 $5,682.60
2 12 7/1/2016 6/30/2017 $11.90 s.f. $487.90 $5,854.80
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Exhibit 4
Licensee Space Allocation
Per Facility
Facility 1
Licensee’ Allocated Space July 1, 2015 to December 31, 2015 equaled 1,736 sq ft or 5.31%
4 Cubicles (CB) @ 62 sq ft each (CB 01, 02, 03, 04,) 248 sq ft
4 Rooms @ 128 sq ft each (RM 109, 110, 111, 112) 512 sq ft
1 Desk at reception Area @ 79 sq ft (ST101D) 79 sq ft
Work Space total 839 sq ft
Common Space total 897 sq ft
Employment Services Total 1,736 sq
ft
Licensee Allocated Space January 1, 2016 equals 488 sq ft or 1.49%
2 Cubicles (CB) @ 64 sq ft each (CB 019, 020) 128 sq ft
1 Room @ 108 sq ft each (RM 164) 108 sq ft
Work Space total 236 sq ft
Common Space total 252 sq ft
Employment Services Total 488 sq ft
Facility 2
Licensee Allocated Space equals 492 sq ft or 2.09%
1 Cubicles (CB) @ 90 sq ft (CB 017) 90 sq ft
1 Cubicles @ 91 sq ft (CB 018) 91 sq ft
1 Office @ 132 sq ft (Office 04) 132 sq ft
Work Space total 313 sq ft
Common Space total 179 sq ft
Employment Services Total 492 sq ft
19