FACILITY USE RE SUMMER MEAL WITH ROOSEVELT SD.PDF

License No. P-50266
C-86-15-092-M-00
FACILITIES USE/REVOCABLE LICENSE AGREEMENT
Between
ROOSEVELT SCHOOL DISTRICT
And
MARICOPA COUNTY
This Facilities Use/Revocable License Agreement (the “Agreement”) is made and entered into
by and between Roosevelt School District, Child Nutrition Services, 1030 E Baseline Rd. Phoenix, AZ
85042 (“Contractor”), and MARICOPA COUNTY, a political subdivision of the State of Arizona,
whose current address is 301 W. Jefferson, Phoenix, Arizona 85003 (“County”). Contractor and
County shall collectively be referred to herein as the “Parties” or individually as a “Party.”
R E C I T A L S :
WHEREAS, Contractor proposes to provide free breakfast and lunch to youth under the age of
18 who participate in the Roosevelt School District Summer Meal Service Program (“Use”) and,
WHEREAS, Contractor desires to offer the services to all presenting youth under the age of 18
(“Recipients”) and,
WHEREAS, Contractor has selected the Maricopa County Public Health, Downtown Clinic,
1645 E Roosevelt St., Phoenix, AZ 85006, the South Phoenix Clinic, 438 E Southern Ave., Phoenix,
AZ 85040, and the Seventh Ave Clinic,1260 S 7th Ave., Phoenix, AZ 85007, (collectively “WIC
Clinics”) and,
WHEREAS, Contractor activities shall be restricted to within the lobby of the WIC Clinics
(the “Premises”) as indicated on Exhibit “A”, attached hereto and incorporated by reference herein and
will use their own equipment, and,
WHEREAS, County has determined that the Use is not commercial in nature, but rather a
benefit to the Recipients, and,
WHEREAS, County wants to support the efforts of the Contractor by offering the Premises
pursuant to the terms and conditions in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1

A G R E E M E N T:
Article 1. Recitals.
1.1 The Recitals, by this reference, are incorporated herein and made a part of this
Agreement.
Article 2. Contractor Responsibilities.
2.1 Contractor shall utilize the Premises portion of the Site as described on Exhibit “A”,
stating the date, time and location for the Use.
2.2 Contractor shall comply with all federal, state and local laws, statutes, rules,
regulations, ordinances, codes and executive orders whether now or hereafter in effect
including, but not limited to, the Health Insurance Portability and Accountability Act of
1996 (HIPAA) Compliance, as amended.
Additionally, Contractor affirms that it is and will continue to be compliant with all
parts of the Administrative Simplification Requirements of HIPAA, as amended,
including, but not limited to, the following four (4) sections:
1) Electronic Transactions and code sets
2) Security
3) Unique identifiers
4) Privacy
2.3 Contractor, at its sole cost and expense, shall keep the Premises in a clean, safe and
usable condition at all times.
2.4 Contractor, at Contractor’s sole cost and expense shall provide all equipment
(including, but not limited to, computers and cell phones) and supplies necessary for the
service.
2.5 Contractor shall be solely responsible for the payment of wages or salary of any type, if
any, to all employees, officers, directors, staff, contractors and agents of Contractor.
Article 3. Fees, Costs and Expenses.
3.1 Contractor agrees to conduct the service at no cost or expense to County. County agrees
to provide access to the Premises pursuant to the terms and conditions of this
Agreement without monetary remuneration.
Article 4. County Responsibilities.
4.1 The County agrees to provide the following to Contractor:
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a) Access to the Premises for the Use. Contractor shall not have access to the
Premises after normal business hours. The County shall provide sufficient
parking for Contractor’s agents and staff. Exhibit “A” notifies the County of the
specific dates, times and locations when parking shall be required. The County
shall supply tables and chairs as required.
b) Assist with communicating pertinent information to County employees in
advance of the Use.
4.2 County shall not be required to provide or requested by Contractor to provide
information about any Recipient that would violate any federal, state or local laws,
statutes, rules, regulations, ordinances, codes and executive orders whether now or
hereafter in effect including, but not limited to, the Health Insurance Portability and
Accountability Act of 1996 (HIPAA) Compliance, as amended. Such information shall
be obtained by Contractor directly pursuant to the terms and conditions of this
Agreement and all applicable laws. Furthermore, County shall not provide the contact
information of any Recipient to Contractor without County receiving informed written
consent from the Recipient.
4.3 The Public Health Director of Maricopa County, or their designee, is hereby given the
authority to execute an Exhibit “B” to change the specific dates, times and locations
when Use and Parking are required, provided there is no cost to the County as a result
of the change. Such change shall be at the sole discretion of the Public Health Director
which may be unreasonably withheld.
Article 5. Term and Termination of Agreement.
5.1 The term of this Agreement shall commence on May 27, 2015 (“Term”) and shall
expire on July 31, 2015. The Parties may extend the Term by mutual agreement in
writing. The Agreement may be terminated by either Party by giving the other Party at
least 30-day written notice. This Agreement shall terminate upon the failure of
Contractor to comply with the terms and conditions of this Agreement.
5.2 Notice of termination shall be hand-delivered to the Contractor at the address set forth
in the first paragraph of this Agreement. In addition, a copy shall be mailed to the Real
Estate Services Manager, Department of Finance, or sent by overnight courier to the
same address. Either party may change their respective notice address by providing the
other party with prior written notice of the change of address by certified mail, return
receipt requested.
Article 6. Non-Disclosure and Non-Use of Confidential Information.
6.1 Contractor agrees that all information communicated or provided to Contractor or its
agents with respect to the County or the County’s employees, is proprietary and
confidential information. Information gained by Contractor or its agents by reason of
association with the County or its agents, employees, or representatives, whether or not
that information was directly/intentionally or indirectly/ unintentionally communicated,
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is confidential and proprietary information of the County. Contractor agrees not to
disclose any such information to third parties. Contractor agrees to notify County in
writing of any actual or suspected loss, misuse or misappropriation of any information.
Contractor acknowledges and agrees that any violation of this paragraph, whether
intentional or not, will cause irreparable harm to County and its employees. Contractor
acknowledges that the County shall be entitled to obtain injunctive relief in connection
with such violation, in addition to any other legal rights and remedies. The provisions of
this Section 6.1 shall survive termination of this Agreement.
Article 7. Governing Law and Venue.
7.1 This Agreement shall be governed by and construed in accordance with the laws of the
State of Arizona, and is subject to A.R.S. § 38-511. The parties expressly consent to the
exclusive personal jurisdiction and venue of the state or federal courts sitting in
Phoenix, Arizona, for any lawsuit arising from or relating to this Agreement. The
prevailing party in any action is entitled to its reasonable attorneys’ fees and costs.
Article 8. Entire Agreement.
8.1 This Agreement and all Exhibits attached hereto sets forth all of the covenants,
promises, agreements, conditions and understandings between the Parties hereto and
there are no covenants, promises, agreements, conditions or understandings, either oral
or written, between the Parties other than as set forth herein, and those agreements
which are executed contemporaneously herewith. This Agreement shall be construed as
a whole and in accordance with its fair meaning and without regard to any presumption
or other rule requiring construction against the party drafting this Agreement. This
Agreement cannot be modified or changed except by a written instrument executed by
all of the Parties hereto. Each party has reviewed this Agreement and has had the
opportunity to have it reviewed by legal counsel.
Article 9. Severability.
9.1 If any of the provisions of this Agreement are found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions will nevertheless
continue in full force and effect without being impaired or invalidated in any way.
Article 10. Non-Waiver.
10.1 Waiver of any breach of any term, condition or covenant herein contained shall not be
deemed to be a waiver of any other term, condition or covenant herein, or of a
subsequent breach of any term, covenant or condition herein. County’s consent to, or
approval of, any subsequent or similar act shall not be deemed to render unnecessary
the obtaining of County’s consent to, or approval of, any subsequent or similar act by
Contractor, to be construed as the basis of an estoppel to enforce the provision or
provisions of this Agreement requiring such consent.
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Article 11. Indemnification.
11.1 To the fullest extent permitted by law, and except for the willful misconduct of County,
Contractor shall defend, hold harmless and indemnify County and all of its officers,
employees, agents, and volunteers from and against any and all damages, claims, losses,
liabilities, actions or expenses (including, but not limited to attorneys’ fees, expert
witness fees, court costs, and attorneys’ fees and costs of appellate proceedings)
(collectively “Claims”) relating to, arising out of or alleged to have resulted from this
Agreement. The Contractor’s duty to defend, hold harmless and indemnify County
pursuant to this section shall arise in connection with any claim, damage, loss or
expense that is attributable or alleged to be attributable to bodily injury, sickness,
disease, including death, or to injury to, impairment, or destruction of property,
including but not limited to personal property belonging to Contractor and Contractor’s
employees, arising from or related to this Agreement, including claims resulting in
whole or in part from the acts, errors, mistakes, omissions, work or services of the
Contractor or anyone for whose acts the Contractor may be legally liable. The
Contractor will be responsible for primary loss investigation and defense and judgment
costs where this Indemnification applies. Contractor’s obligations under this section
shall survive the expiration or earlier termination of this Agreement. The amount and
type of insurance coverage requirements set forth herein will in no way be construed as
limiting the scope of the indemnity in this paragraph.
Article 12. Release.
12.1 In consideration of the granting of this Agreement, Contractor voluntarily and
knowingly releases and discharges County and its agents, contractors, employees,
members, officials and partners, if any, from any and all liabilities, claims, obligations,
demands, causes of action, damages, costs, expenses, attorneys’ fees, and rights
whatsoever, in law or in equity, whether known or unknown, that Contractor, or anyone
claiming through or under Contractor may have or may claim to have, which now exist
or may hereafter arise resulting from the exercise of the license granted by this
Agreement.
Article 13. Insurance.
13.1 Contractor and its agents shall obtain and keep in force the following insurance to be
issued by insurance carriers with a minimum category rating in A.M. Best’s of B++ or
better, as set forth below:
a) Worker’s Compensation – Statutory Limit;
b) General Liability - $2,000,000;
c) Excess Liability - $4,000,000;
d) Automobile Liability - $1,000,000 (if applicable);
e) Professional Errors and Omissions Insurance - $1,000,000 each claim/
$3,000,000 Aggregate. Each professional or paraprofessional who is not an
employee of Contractor shall also carry Professional Malpractice Insurance.
This is in addition to the coverage required above.
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All Errors and Omissions coverage must be “occurrence coverage”, or Contractor must
provide “tail” coverage. This means that the coverage will cover claims that incurred
during the event but were not reported until a later time.
13.2 County, its officers, directors, agents and employees shall be named as Additional
Insured & Certificate Holders under the policies of insurance set forth in Subsection
13.1, for any and all purposes arising out of or connected to the services provided
pursuant to this Agreement.
13.3 County shall be a Certificate Holder for Subsection 13.1.
13.4 Before providing the services as defined above, Contractor shall furnish County with
certificates of insurance evidencing coverage required by this Article. The certificates
shall identify County as additional insured and shall be signed by a person authorized
by that insurer to bind coverage on its behalf.
13.5 All obligations for occurrence coverage shall survive termination of this Agreement.
Other insurance policies required hereby shall expressly provide that such policies shall
not be canceled, terminated or materially altered without thirty (30) days prior written
notice to County.
13.6 Contractor shall, and shall cause its agents to comply at all times with all applicable
municipal, county, state, federal or other governmental laws, statutes, codes, regulations
and other requirements, including, without limitation, environmental health safety and
police requirements and regulations respecting the Premises. This compliance shall be
at Contractor’s sole cost and expense. Contractor shall be solely responsible for any
and all chemical or toxic waste or other “hazardous material” disbursement or release of
any kind whatsoever, which is caused by Contractor and its agents, whether accidental
or intentional, and will be solely responsible for the actual “clean-up” should any
material be released on the County site. In addition, Contractor will be responsible for
any cost and expense associated with said clean-up. As used herein, the term
“hazardous materials” shall mean any materials identified as “hazardous materials” in
any municipal, county, state, federal or other governmental laws, statutes, codes and
regulations. This includes, but is not limited to, blood and bodily fluids.
13.7 All insurance obligations of this Article shall survive termination of this Agreement.
13.8 It is understood that the County is “Self-Insured” and a Certificate of Insurance shall be
provided by County upon approval of this Agreement by the Parties.
Article 14. Return of Premises.
14.1 Upon the expiration or earlier termination of this Agreement, Contractor shall restore
the Premises to its original condition, clean and free of any debris and in good operating
order. Contractor shall repair any damage to the Premises caused by its use of the
Premises. Any personal property of Contractor not removed by the end of the Term or
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earlier termination date shall be deemed to have been abandoned by Contractor and may
be disposed of or retained by County as County may desire.
Article 15. Personal Property.
15.1 County and Contractor acknowledge that all equipment of Contractor shall be deemed
personal property of Contractor. It is expressly understood and agreed that Contractor
retains title to all personal property Contractor brings onto the Premises. County shall
not be responsible for any damage to any personal property of Contractor and
Contractor and/or any of its employees, agents, officers, directors or members hereby
waive any and all rights to bring any claim against County from or relating in any way
to damage to the personal property of Contractor.
Article 16. Interruption of Service.
16.1 Notwithstanding the preceding, or anything to the contrary contained herein, the parties
acknowledge and agree that under no circumstances shall County be liable for damages,
costs or other losses incurred or suffered by Contractor as a result of acts of God, war,
national emergency, governmental restriction/request/ direction/delay, civil commotion,
strikes, fire or other catastrophe, force majeure, and all other causes or events which are
beyond the County’s control. This includes, but is not limited to, any inadequacy,
stoppage, surge, interruption or discontinuance of any telephone, electric or other utility
service.
Article 17. Authority to Execute Agreement/Counterparts.
17.1 Each party represents to the other that the person executing this Agreement on behalf of
the respective entity is authorized to execute this Agreement and the other party shall
have the right to rely on such representations or warranties.
17.2 This Agreement may be executed in one or more facsimile counterparts, each of which
shall be an original, and all of which taken together shall constitute a single instrument.
Article 18. No Partnership or Joint Venture.
18.1 Nothing contained in this Agreement shall create any partnership, joint venture or other
arrangement between Contractor and County. Except as expressly provided herein, no
term or provision of this Agreement is intended or shall be for the benefit of any person
or entity not a party hereto, and no such other person or entity shall have any right or
cause of action hereunder.
Article 19. Immigration Laws.
19.1 Contractor warrants that it is in compliance with A.R.S. §41-4401 and further
acknowledges:
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a. That the Contractor and its subcontractors, if any, warrant their compliance with
all federal immigration laws and regulations that relate to their employees and
their compliance with A.R.S. § 23-214, subsection A: after December 31, 2007,
every employer, after hiring an employee, shall verify the employment
eligibility of the employee through the e-verify program and shall keep a record
of the verification for the duration of the employee's employment or at least
three years, whichever is longer.;
b. That a breach of a warranty under section 19.1 above, shall be deemed a
material breach of this Agreement that is subject to penalties up to and including
termination of this Agreement;
c. That County retains the legal right to inspect the papers of any Contractor
employee, contractor employee or subcontractor employee who works at, on or
about the Premises to ensure that Contractor and its contractors and
subcontractors are complying with the warranty provided under subsection 19.1
above and that Contractor agrees to make all papers and employment records of
said employee(s) available during normal working hours in order to facilitate
such an inspection;
d. That nothing herein shall make Contractor or any of Contractor’s contractors or
subcontractors an agent or employee of County.
Article 20. Agreement as License.
20.1 The Parties intend and mutually agree that this Agreement shall be construed as a mere
license by County to Contractor to operate within the Property as described herein.
This Agreement shall not be construed as a lease, sublease, rental agreement or
easement. It is understood and mutually agreed that Contractor has no interest
whatsoever in the Property. Contractor understands and agrees that County may move
Contractor to different physical space within the Premises at any time at the discretion
of the County.
Article 21. Litter and Trash Removal.
21.1 All trash and debris on the Property that is generated by Contractor must be removed
from the site by Contractor and disposed of in an appropriate manner. No equipment or
materials shall be stored outside of any enclosure.
Article 22. Notices.
22.1 All notices which shall or may be given pursuant to this Agreement shall be in writing
and transmitted by registered mail, return receipt requested, addressed as follows and
shall be effective when received:
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Contractor: Roosevelt School District, Child Nutrition Services
Attn: Jennifer Gordon
1030 E Baseline Rd.
Phoenix, AZ 85042
Phone no.: (602) 243-4835
Email: jennifer.gordon@rsd.k12.az.us
County: Maricopa County,
Attn: WIC Program Manager
4041 N. Central Ave., Suite 700
Phoenix, AZ 85012
Phone-602-506-9339
With a copy to: Maricopa County Finance Dept.
Attn: Real Estate Manager
301 W Jefferson St., Suite 960
Phoenix, AZ 85003
Article 23. Headings.
23.1 Section and other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
Article 24. Time is of the Essence.
24.1 Time is of the essence of this Agreement. If the date for performance of any obligation
hereunder or the last day of any time period provided herein shall fall on a Saturday,
Sunday or legal holiday of the State of Arizona, then said date for performance or time
period shall expire on the first day thereafter which is not a Saturday, Sunday or a legal
holiday. Unless otherwise specifically indicated to the contrary, the word “days” as
used in this Agreement shall mean and refer to calendar days.
Article 25. Counterparts.
25.1 This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument. Faxed and copied signatures are acceptable as original signatures.
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License No. P-50266
C-86-15-092-M-00
IN WITNESS WHEREOF, this Agreement is made and entered into as of
May __________, 2015
CONTRACTOR: COUNTY:
ROOSEVELT SCHOOL DISTRICT MARICOPA COUNTY, a political
Subdivision of the State of Arizona
_____________________________________
________________________________ ___
Chairman of the Board of Supervisors
Date: ________________________________
ATTEST:
_______
Clerk of the Board Date
APPROVED AS TO FORM:
______
Deputy County Attorney Date
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License No. P-50266
C-86-15-092-M-00
EXHIBIT “A”
Premises
Roosevelt School District
1030 E. Baseline Rd.
Phoenix, AZ 85042
WIC SITE ADDRESS TIME (Weekly Basis)
Downtown 1645 E. Roosevelt St. Monday-Friday
Phoenix, AZ, 85006 8:00 am to 3:00 pm
12:00 pm – 1:30 pm
________________________________________________________________________
South Phoenix 438 E Southern Avenue Monday-Friday
Phoenix, AZ 85040 7:30 am to 3:00 pm
12:00 pm – 1:30 pm
________________________________________________________________________
Seventh Ave 1260 S. 7th Ave. Monday-Friday
Phoenix, AZ 85007 8:30 am to 3:00 pm
12:00 pm – 1:30 pm
________________________________________________________________________
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License No. P-50266
C-86-15-092-M-00
Exhibit “B”
The Site, Address and weekly time is changed as follows:
Site Address Time (Weekly Basis)____________
For Maricopa County: Contractor:
______________________________________ ____________________________________
Name, Director Date Printed Name, Title
____________________________________
Date
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