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LICENSE No. P-50119 Page 1 of 9 LICENSE AND FEE AGREEMENT (P50119) FOR USE OF REAL PROPERTY DONOR NETWORK OF ARIZONA THIS LICENSE A N D F E E AGREEMENT (the "License") is entered into this _______ day of ______, 2025, by and between the Maricopa County Board of Supervisors, a political subdivision of the State of Arizona, (Licensor) and Donor Network of Arizona, an Arizona not for profit organization (Licensee), collectively, the "Parties". The License is for non-exclusive use of space. RECITALS WHEREAS, Licensee operates an Eye Recovery Agency and a Tissue Recovery Agency, and WHEREAS, Licensee operates a system for the procurement of human eyes and tissues specified by the donor, donor's family, or responsible party, or for which consent has been given and the need exists, and WHEREAS, Licensor owns and operates the Maricopa County Office of the Medical Examiner located at 701 West Jefferson Street, Phoenix, Arizona 85007 (the "Facility"), and WHEREAS, Licensee has requested access to, and use of, an area consisting of approximately 400 square feet within the Facility known as the Tissue Recovery Room (the "Premises") on an "as needed" basis for the potential recovery of donor tissue including but not limited to corneas, whole eyes, skin, connective tissues, bone, cartilage, saphenous veins and other blood vessels, heart valve and pericardium from non-heart beating cadaver donors (“Tissue”); and WHEREAS, the Parties desire to enter into this License that authorizes Licensee to enter upon the Facility and use the Premises as further described herein. AGREEMENT NOW, THEREFORE, in consideration of the following mutual covenants, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The accuracy of the foregoing is confirmed, and the Recitals by this reference are incorporated into the License. 2. Licensor hereby grants to Licensee a revocable license to enter the Facility LICENSE No. P-50119 Page 2 of 9 and use the Premises described above for the purpose of attempting to recover Tissue from consenting donors. 3. Licensee shall not assign the License without the written consent of the Licensor, which consent may be withheld at the sole discretion of the Licensor. 4. Licensee shall indemnify and hold harmless Licensor its successors in interest and assigns, from any liability, damages, expenses, costs or attorney fees incurred by Licensor arising from Licensee's access to the Facility and use of the Premises or as a result of any negligent act or omission by Licensee or of its agents, employees, or invitees. Licensee shall maintain liability and professional insurance with a company licensed to conduct business in the State of Arizona to cover the acts of Licensee's employees in an amount not less than $1,000,000 per occurrence and agrees to name Licensor as additionally insured and provide Licensor with any requested certificates of insurance in this regard. Licensor shall indemnify and hold harmless Licensee, similar to the Licensee's indemnification requirements as noted above, except that all parties understand that Licensor is self-insured. 5. Licensee agrees that the License is subject to the Operational Procedures - Shared Use of Premises and the Fee Schedule as described in Exhibit "A" attached hereto and by this reference incorporated into the License. 6. All Notices to Licensor and Licensee shall be in writing and sent by certified mail to: Maricopa County Office of the Medical Examiner Attention: Administrative Director 701 W. Jefferson Street Phoenix, AZ 85009 With a copy to: Maricopa County Real Estate Attention: Director of Real Estate 2801 W. Durango Street Phoenix, AZ 85009 Donor Network of Arizona Attention: Katherine Mills, President and CEO 2010 W. Rio Salado Parkway Tempe, AZ 85281 LICENSE No. P-50119 Page 3 of 9 7. The License is for Tissue recovery only and does not apply to organ recovery procedures or fees for those procedures. 8. The term of the License shall be for five (5) years commencing on July 1, 2025, and expiring June 30, 2030. This License is subject to termination pursuant to the provisions of A.R.S. § 38-511, the provisions of which are incorporated herein by this reference. Licensor may terminate the License with or without cause upon 90 days’ written notice. Licensee and / or any of its employees, agents, officers, directors, members, successors, or assigns hereby waives any and all rights to bring any claim against Licensor or its employees, agents, officers, directors, members, successors, or assigns from or relating in any way to Licensor’s termination of this License. Licensee may terminate the License with or without cause upon 90 days’ written notice provided to Licensor. 9. Licensee agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this License as if set forth in full herein. During the term of this License, Licensor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf) 10. If either Party initiates a lawsuit to enforce the terms of this License, the prevailing party is entitled to reasonable attorney's fees and costs. 11. This License shall be construed as a mere license by Licensor to Licensee to operate within the Premises. This License shall not be construed as a lease, sublease, or rental agreement. It is understood and agreed that the Licensee has no interest whatsoever in the Facility or the Premises. 12. This License, together with any supplemental Exhibits, constitutes the entire agreement between the Parties. LICENSE No. P-50119 Page 4 of 9 IN WITNESS WHEREOF, Licensor and Licensee have caused this License to be executed by each party's duly authorized representative effective as of the last date written below. COUNTY: Maricopa County, a political subdivision of the State of Arizona By: __________________________________ Chairman of the Board of Supervisors Date: ____________________________ ATTEST: __________________________________ Clerk of the Board Date APPROVED AS TO FORM and within the powers and authority granted under the laws of the State of Arizona. ______________________________________________ Deputy County Attorney Date LICENSE No. P-50119 Page 5 of 9 LICENSEE: Donor Network of Arizona __________________________________ Katherine Mills, President & CEO __________________________________ Date LICENSE No. P-50119 Page 6 of 9 EXHIBIT “A” Operational Procedures - Shared Use of Premises: 1. On a monthly basis, Licensor will provide Licensee a listing of donor recovery activity at the Facility, for both successful and unsuccessful cases, and include the following information: i. Licensee's case number for donor ii. Licensor's case number iii. Date the Tissue recovery was attempted or completed iv. Time recovery team entered the Tissue Recovery Room v. Time recovery team exited the Tissue Recovery Room vi. List of Licensee's recovery team members vii. List of specific Tissues procured per case viii. List of donor cases resulting in unsuccessful Tissue recovery ix. List of specimens (blood, vitreous, etc.) obtained per case 2. The Parties understand that tissue recovery will be performed by Licensee's personnel. Licensee's personnel will prepare the decedent in the Tissue Recovery Room. The Licensee will provide supplies or equipment. Licensee may utilize Licensor's bio-medical waste disposal system only for the disposal of bio-medical waste that results from the Licensee's tissue recovery activity at the Facility. 3. The Parties agree that, following the Licensee’s tissue recovery efforts, Licensee’s staff shall be responsible for cleaning the Tissue Recovery Room and returning the Tissue Recovery Room to ready status. Donor Network of Arizona (DNA) Responsibilities – Shall: 1. Maintain accreditation with the American Association of Tissue Banks, Eye Bank Association of America and / or provide recovered ocular tissue to an EBAA-accredited Eye Bank and provide documentation of such accreditation documents as requested by Maricopa County. 2. Assure all DNA staff wear identification badges while at the Maricopa County Office of the Medical Examiner (OME) Facility and on the Premises. 3. Provide recovery documents, including, but not limited to, evaluation forms of donors, medical records, signed consent forms, policies and procedures for donor evaluation and LICENSE No. P-50119 Page 7 of 9 management, and recovery procedure records and transport procedures for tissue and eye donation. 4. Adhere to Maricopa County and Office of the Medical Examiner (OME) administrative, medical, and staff policies at all times and work cooperatively with all OME staff. 5. Designate a staff member to be assigned to OME to serve as a liaison. 6. Conduct professional education programs for OME employees. At OME's request to the DNA operations director, and subject to DNA availability, DNA staff will participate in OME's community education programs related to DNA activities. 7. Assure trained personnel are available on a 24-hour basis to travel or telephonically respond to the OME to provide donor management and support when appropriate. Such support will include, without limitation, explaining tissue and eye donation to families; obtaining Medical Examiner authorization as required by Arizona law; and performing the excision and preservation of tissues, whole eyes, and corneas as appropriate. 8. Facilitate and coordinate the recovery of tissues, whole eyes, and corneas (including musculoskeletal, cardiovascular, and skin) by performing the following activities: a) Arrange for tissue donation in a manner that ensures that the needs of the family or legal decision maker, Medical Examiner, Justice of the Peace, and funeral home are met; b) Schedule the tissue recovery to occur in the OME Tissue Recovery Room when available or alternate site so that OME procedures can continue as scheduled without disruption; c) Provide staff, equipment, and supplies needed for tissue recovery; d) Provide complete documentation of the tissues recovered for filing in the donor's medical record; e) Restore the donor to anatomical configuration; f) Notify the designated OME staff of the completion of the tissue recovery; and, g) Clean the recovery area, short of terminal cleaning. Dispose of waste per OME instructions; 9. Maintain and, upon OME's request, provide a log of all referrals either directly or indirectly received from OME. LICENSE No. P-50119 Page 8 of 9 10. Maintain the confidentiality of all information obtained during the evaluation and completion of the tissue donation. No medical information shall be released except as authorized by the donor's legal representative or by law. 11. Coordinate appropriate follow-up and support for donors' families. 12. .Ensure cardiovascular tissue processors provide the OME with cardiac pathology reports complete with glass slides of representative tissue(s) examined within 30 days of recovery and make retained cardiac tissue available to OME until the Medical Examiner Report is finalized. 13. Upon request, forward information on potential donors that have been ruled out for transplant to eligible medical research and education organizations. Maricopa County Office of the Medical Examiner Responsibilities – Shall: 1. Directly or indirectly refer all potential eye and tissue donors to DNA. Grant DNA the right of first refusal to procure all potential eye and tissue donors. The parties to this agreement understand that DNA will comply with family requests for referral of eyes and tissue donation to other procurement agencies. 2. Directly or indirectly notify DNA of potential eye and tissue donors if DNA provides OME with a written request to do so. 3. Work cooperatively with DNA in reviewing OME records and providing education to OME staff on donation issues. 4. Grant DNA staff entry privileges to the premises of OME. 5. When appropriate and available, allow DNA access to an autopsy suite or alternative location (e.g., special procedure room) for the coordination and recovery of tissue, whole eyes, and corneas. LICENSE No. P-50119 Page 9 of 9 Fee Schedule: 1. Licensee agrees to reimburse Licensor for use of the Tissue Recovery Room at a rate of Five Hundred Dollars ($500.00) per individual donor case, plus all applicable taxes, regardless of the outcome or the success or the failure of the Licensee's efforts to recover Tissue from any individual donor. 2. The Fee Schedule may be adjusted based on costs to operate the Facility. Changes to the Fee Schedule will be mutually agreed upon by both parties in writing, and Licensor will communicate price changes to Licensee with a 60-day notice of the effective date for the price change.