Agreement - License Agmt for Special Olympics SPMTC

LICENSE AGREEMENT

This LICENSE AGREEMENT (“Agreement”) is made and entered into by and between
the City of Glendale, an Arizona Municipal Corporation (“City”) and Special Olympics Arizona,
an Arizona Nonprofit Charitable Organization (“Licensee”) (collectively “Parties”) to be
effective on the date it is fully executed by all Parties.

RECITALS

A. The City is the owner of certain real property located at the southwest corner of 91st
Avenue and Cardinals Way, Glendale, Arizona, (“License Area”) more fully described in
Exhibit A attached hereto and will be licensed for use pursuant to this Agreement.

B. Licensee and City desire for Licensee to use the License Area to provide motorcycle skills
practice and training in accordance with the terms set forth below.

C. Licensee and City desire to memorialize their agreement with this document.
AGREEMENT

In consideration of the mutual covenants and conditions set forth herein, and for good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree
as follows:

1. INCORPORATION OF RECITALS. The above recitals are true and correct and are
incorporated into and shall constitute a part of this Agreement.

2. LICENSE. The City hereby grants to Licensee the right to use the License Area only
for the purpose of providing motorcycle skills practice, training and competition, and
as otherwise described in § 2.3.d, below (“Permitted Use”) and no other use; and,
subject to the provisions and conditions of this Agreement:

2.1 Use. During the Term of this Agreement, Licensee will have non-exclusive access
to the License Area only as described in § 5, “Licensee’s Operations” for the
Permitted Use.

2.2 Project Manager. Upon execution of this Agreement, City and Licensee will each
designate a project manager to coordinate the parties’ performance under this
Agreement. Each project manager will devote such time and effort to the project
as may be necessary for timely, good faith and convenient coordination among all
persons involved with the project and compliance with this Agreement. The City’s
project manager will not be exclusively assigned to this Agreement or to work
related to the Licensee’s use.

2.3 Rights, Use Requirements, and Restrictions.

a. Licensee’s rights under this Agreement are subject to all covenants, restrictions,
easements, agreements, reservations and encumbrances upon, and all other
conditions of title to, the License Area.

b. Licensee’s rights under this Agreement are subject to all present and future
building restrictions, regulations, zoning laws, ordinances, resolutions and
orders of any local, state or federal agency, now or hereafter having
jurisdictions over the License Area or the Licensee’s use of the License Area.

c. Licensee may use the License Area only for the Permitted Use and no other use.

d. Licensee’s Permitted Use includes the following:
1. Motorcycle skills practice, training, and competition.

e. Except for enforcement authority vested in the Glendale Police Department or
other governmental authority, Licensee shall have the right to set and enforce
appropriate rules and guidelines for use of the License Area during the Term.

2.4 “AS-IS” Acceptance. Licensee warrants that it has studied and inspected the
License Area, obtained any information and professional advice the Licensee has
determined to be necessary related to this Agreement, and therefore accepts the
same “AS IS” without any express or implied warranties of any kind, other than
those warranties contained in § 12, including any warranties or representations by
the City as to its condition or fitness for any use. Licensee’s acceptance of the
License Area “as is” shall not include the acceptance of any latent dangerous or
hazardous condition that is not discoverable upon inspection.

2.5 Limitation on Grant. The Parties do not by this instrument intend to create a lease,
easement, or other real property interest or vest with Licensee any real property
interest in the Licensee Area and nothing express or implied in this Agreement
grants Licensee any right or authority to enter, occupy, or use any property that is
not solely owned by the City and fully described herein.

2.6 Rights Reserved.

a. Licensee acknowledges that its use of the License Area is subject and
subordinate to the City’s use of the License Area, including use of the License
Area for parking for events taking place at State Farm Stadium or other

activities approved by the City.

b. City may, at all times, enter upon the License Area for any lawful purpose.

c. Prior to using the License Area for any reason, Licensee must provide three (3)
weeks’ written notice to City, and City (through its project manager) must
consent in writing to such use. The City may, at any time and in its sole
discretion, refuse to allow Licensee to use the License Area.

3. TERM.

3.1 License Period. This Agreement shall commence at 08:00 a.m. on Wednesday,
April 6, 2022 (“Commencement Date”) and end at 04:00 p.m. on Monday, April
11, 2022 (“Term”), unless terminated earlier as provided in this Agreement. The
Effective Date of the License Agreement shall be the date it is fully executed by
all Parties.

3.2 Surrender of Possession.

a. Upon the expiration or termination of this Agreement, the Licensee’s right to
occupy the License Area and to exercise the privileges and rights granted by
this Agreement cease, and it must surrender and leave the License Area in as
good condition as it was provided to Licensee, including removal of personal
property from the License Area, and removal of any paper, litter or trash.

b. If Licensee fails to remove any of its property upon expiration or termination
of this Agreement, the City may remove the property, at the Licensee’s expense.

3.3 Hold-Over. In the event Licensee continues to occupy the License Area after the
expiration or termination of this Agreement, such hold-over does not constitute a
renewal or extension of this Agreement and in no case may the hold-over exceed
the term of this Agreement.

4, LICENSE FEES. For its right to use the License Area, the City accepts the following

consideration as fill renumeration for the Licensee’s use in accordance with the License
Agreement to be paid on or before the Commencement Date of this agreement:

4.1 Licensee shall pay a sum of zero dollars ($0.00) for use of the License Area.

4.2 The City reserves the right to waive any fees described in this License Agreement
when appropriate and in accordance with applicable law. The decision to waive
any such fees is in the City’s sole and absolute discretion.

4.3 Without waiving any other rights or obligations, the City hereby waives the

License Fee for interest of promoting and improving public safety.

5. LICENSEE’S OPERATIONS.

5.1 Generally.

Licensee must at all times have on-call and at the City’s access an active,
qualified and expericnced representative to supervise the Permitted Use and
who is authorized to act for the Licensee in matters pertaining to all emergencies
and the operation of the Permitted Use. Licensee will provide the City with the
name and 24-hour telephone number for the Licensee Project Manager.

. Licensee, at all times during the Term of this Agreement, must operate and

maintain the License Area in a clean and orderly condition and use
commercially reasonable care in the use of the License Area so as not to
constitute a nuisance, jeopardize the public safety, sell or distribute alcohol or
illegal drugs, permit nudity, or allow any other unlawful activity.

The Licensee is responsible for obtaining and paying for all utilities necessary
to support the Permitted Use of the License Area.

Licensee will procure, at its sole cost, any license, permit or approval of any
governmental agency having jurisdiction over the License Area necessary for
the Permitted Use of the License Area (“Governmental Approvals”).
Licensee’s obligations under this Agreement shall be subject to receipt of all
Governmental Approvals, and City will promptly execute all applications and
other documentation necessary for Licensee to obtain the Governmental
Approvals. Licensee shall reimburse City within ten (10) days for any penalties
or fines resulting from Licensee’s failure to comply with any Governmental
Approvals.

5.2 Improvements and Services.

a. Licensee’s Contractors.

Licensee may use contractors and suppliers in its reasonable discretion in the
performance of Improvements and Services. Licensee shall ensure that the
Licensee’s contractor/s performing work at the License Area maintain the
minimum insurance requirements identified in this License Agreement. The
insurance policies shall be endorsed to contain the City of Glendale, its
officers, officials, employees, and volunteers as an additional insured in
connection with its Permitted use and Improvements and any other work or
operations.

1. Licensee’s Improvements must be designed, and materials and labor
purchased at the Licensee’s sole expense. In the event Licensee or its
Contractors cause damage to City owned property, the Licensee is
responsible for reporting the claim to the applicable insurance
company.

2.

5.3 Insurance.

In no event is the City obligated to compensate Licensee or any
contractor or supplier in any manner for any of the Licensee’s
Improvements or other work performed by Licensee or any contractor
in connection with the Permitted Use or during or related to this
Agreement.

Licensee must timely pay for all labor, materials, and work, and all
professional and other services related to its operations within the
License Area, and will defend, indemnify and hold harmless the City
against all related claims caused, in whole or in part, by Licensee and
no liens against the License Area shall be permitted.

All work performed on the License Area by Licensee or any sub-
contractors must be performed in a work like manner, as reasonably
determined by the City, and will be diligently pursued to completion
and in conformance with all building codes and similar rules.

a. Licensee and any and all Contractors shall procure and maintain until all
obligations have been discharged the minimum insurance requirements as
outlined below in connection with its Permitted Use and Improvements and any
other work or operations in the License Area. The insurance requirements
contained herein are minimum requirements and in no way limit the indemnity
covenants contained in the License. The City in no way warrants that the
minimums are sufficient to protect Licensee or its Contractors as they are free
to purchase additional insurance as they deem necessary.

Minimum Insurance Requirements

The following are the minimum requirements unless otherwise authorized in
writing by the City’s Risk Manager and notated as an Exhibit to this
agreement.

1.

Workers’ Compensation Insurance as required by the State of Arizona
with Statutory Limits. This policy shall include Employer’s Liability
insurance with limits no less than $1,000,000 per accident for bodily
injury or disease.

Commercial General Liability Insurance on an occurrence basis that
includes property damage, fire damage legal liability, bodily injury,
personal and advertising injury, products and completed operations and
contractual liability with limits not less than $1,000,000 per occurrence,
$4,000,000 aggregate and $100,000 fire damage liability.

3. Automobile Liability Insurance that includes bodily injury and property
damage for any owned, hired and non-owned vehicles with a combined
single limit not less than $1,000,000.

. Insurance is to be placed with insurers duly licensed or authorized to do
business in the State of Arizona with an AM Best rating not less than A-, VII
by AM Best.

The General and Automobile liability policies shall contain or be endorsed to
contain the City of Glendale, its officers, officials, and employees as additional
insureds with respect to liability arising out of Licensee’s Permitted Use and
Improvements and any other work or operations in the License Area. To the
extent that City volunteers are utilized to perform work or operations in the
License Area, with the prior consent and agreement of Licensee, then Licensee
will name such volunteers as additional insured with respect to the General and
Automobile liability policies.

. Licensee’s insurance coverage shall be primary insurance with respect to the
City, its officers, officials, and employees. Any insurance or self-insurance
maintained by the City, its officers, officials, or employees shall be excess of
the Licensee’s insurance and shall not contribute with it.

As economically reasonable and at any time, City’s Risk Manager may alter the
requirements above or determine additional insurance is necessary for
Licensee’s operations.

Notice of Cancellation. Each insurance policy shall be endorsed to state that
coverage shall not be canceled except after thirty (30) days’ prior written notice
(10 days for non-payment) has been given to the City.

. Licensee and any and all Contractors shall furnish the City with original
certificates and amendatory endorsements or copies of the applicable policy
language providing the required insurance coverage. All certificates and
endorsements are to be received by the City before work commences. However,
failure to obtain the required documents prior to the work beginning shall not
waive the Licensee’s obligation to provide them. The City reserves the right to
require complete, certified copies of all required insurance policies, including
endorsements, required by these specifications, at any time.

. Waiver of Subrogation. Licensee hereby grants to City a waiver of any right to
subrogation which any insurer of said Licensee may acquire against the City by
virtue of the payment of any loss under such insurance. Licensee agrees to
make reasonable efforts to obtain any endorsement that may be necessary to
affect this waiver of subrogation, but this provision applies regardless of
whether or not the City has received a waiver of subrogation endorsement from
the insurer.

i. Notices to the City. The Licensee will provide the City, without request, copies
of any petition or application related to any filing by the Licensee of
bankruptcy, receivership or trusteeship and any notices received from
regulatory agencies pertaining to the operations.

6. DAMAGE OR DESTRUCTION. The City has no obligation to reimburse the
Licensee for the loss of or damage to fixtures, equipment or other personal property of
Licensee, except for such loss or damage as is caused by the sole negligence or fault of
the City or its officers, employees or agents.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY.

7.1 Licensee will defend, indemnify and hold harmless the City, its officers, officials,
and employees, and agents (collectively, the “City”) from and against any and all
losses, damages, claims, actions, liabilities for bodily injury or personal injury
(including death) or loss or damage to tangible or intangible property (collectively,
“Claims”) of whatever nature, including reasonable attorney’s fees, court costs,
expert witness fees, costs of litigation or expenses, costs of claim processing and
investigation, caused in whole or in part that arise out of any act or omission of
Licensee or its agents, employees and invitees (collectively, “Licensee”) in
connection with Licensee’s, or related to Licensee’s owners, officers, directors,
agents, or contractors, Permitted use and operations in the License Area and that
result directly or indirectly in any type of injury to or death of any person or the
damage to or loss of any property, or that arise out of Licensee’s use, activities or
operations, including the failure of the Licensee to comply with any provision of
this Agreement (collectively “Licensee’s Conduct”).

a. City will in all instances, except for loss, damages, or claims resulting from the
sole negligence or fault or gross negligence of City, be defended and
indemnified by Licensee against any and all Claims arising out of Licensee’s
Conduct. Licensee will be responsible for primary loss investigation, defense
and judgment costs where the indemnification is applicable. City will give the
Licensee to liability under this section, although timing of such notice will not
diminish Licensee’s duty to defend and indemnify unless such timing actually
prejudices Licensee’s ability to defend or Licensee’s legal rights and remedies
thereunder, and the Licensee will have the right to compromise and defend the
same to the extend of its own interest.

b. City shall cooperate with Licensee and its counsel in such defense.
c, City may, but does not have the duty to, participate in the defense of any Claim

with attorneys of the City’s selection and at the City’s sole cost without
relieving the Licensee of any obligations hereunder.

d. Licensee’s obligations under this Agreement survive any termination of this
Agreement of the Licensee’s use or activities in the License Area.

e. In consideration for the use of the premises, the Licensee agrees to waive all
Tights of subrogation against the City, its officers, officials, employees, and
agents arising from Licensee’s use, activities, operations or occupancy of the
premises.

7.2 Limitation of Liability. In no event is either party liable or obligated to the other
party or any third party for any special, incidental, exemplary, consequential,
punitive or indirect damages regardless of the form of action, whether under theory
of contract, tort (including negligence), strict liability or otherwise, even if
informed of the possibility of any such damages in advance. The foregoing
limitation on liability shall not apply to claims for which a party is obligated to
provide indemnity under this Agreement, claims arising from fraud, gross
negligence or willful misconduct of a party, claims for breach of confidentiality,
or claims of infringement of intellectual property rights.

7.3 The indemnity obligations in this section shall survive expiration or termination of
this Agreement.

8. TAXES AND LICENSES.

8.1 Licensee must pay any leasehold tax, possessory-interest tax, sales tax, personal
property tax, transaction privilege tax or other exaction assessed or assessable as a
result of its occupancy of the License Area under authority of this Agreement,
including such tax assessable on the City.

8.2 Licensee must, at its own cost, obtain and maintain in full force and effect during
the Term of this Agreement all licenses and permits required for all activities
authorized by this Agreement.

9. RULES AND REGULATIONS. Licensee must at all times comply with all federal,
state and local laws, ordinances, rules and regulations which are applicable to its use
and construction activity or operations on the License Area, including all laws,
ordinances, rules and regulations adopted after the Effective Date. Licensee must
display to the City, upon request, any permits, licenses or other evidence of compliance
with all laws.

10. TERMINATION.
10.1 For Cause.

a. Either party may terminate this Agreement in the event that the other party
breaches this Agreement and fails to promptly remedy such breach within forty-
eight (48) hours after receipt of notice from the other party. Notice must be
made to either party’s Project Manager, which notice may be verbal if provided
on-site at the License Area to the other party’s representative but must be

followed up with an email to the other party’s Project Manager documenting
the deficiency.

. In the event either party fails to perform any of its obligations under this
Agreement and such failure continues for forty-eight (48) hours and will impair
the Permitted Use of the License Area, either party shall, in addition to all other
rights and remedies available, have the right, but not the obligation, to perform
the obligations of the offending party and collect from such, or set-off against
amounts otherwise due, all sums actually expended to effect such cure.

. Licensee may terminate this Agreement in the event of any of the following
and, if such an event occurs, the City will process a refund for the amount of
the License Fee paid, but will not be liable for any other damages:

1. Prior to the use of the License Area Licensee reasonably determines
that the License Area is no longer technically compatible for its use or
that it does not intend to use the License Area for its intended purposes.

2. Issuance by a court of competent jurisdiction of an injunction in any
way preventing or restraining the Licensee’s use of any portion of the
License Area.

3. The License Area becomes unusable as a result of inclement weather
or other Act of God.

4. Licensee cannot obtain the required licenses or permits, or it becomes,
in Licensee’s sole and reasonable discretion, unduly burdensome or
cost prohibitive to obtain such licenses or permits.

d. The City may terminate this Agreement and seek damages in the event of any

of the following:

1. The failure of Licensee to perform any of its obligations under this
Agreement, provided that Licensee fails to remedy this failure within
forty-eight (48) hours of receiving written notice from the City of said
failure.

2. The filing of any lien against the License Area because of any act of
omission of the Licensee that is not discharged or fully bonded within
30 days of receipt of actual notice by the Licensee.

3. If the Licensee at any time and for any reason fails to maintain all
insurance coverage required by this Agreement, alternatively, and at its
sole discretion, the City may secure the required insurance at the
Licensee’s expense which will be immediately due and payable.

11. DEFAULT. Failure by a Party to take any authorized action upon default by the other
party of any of the other party’s breach of a term, covenant, condition or obligation of
this Agreement, or the failure to declare any default or breach immediately upon
occurrence thereof or delay in taking any action in connection therewith, shall not
waive such default or breach or such covenant, term, or condition or any subsequent
default or breach thereof.

12. REPRESENTATIONS AND WARRANTIES.

The City represents and warrants to the Licensee that:

12.1 It has the full right, power, and authority to execute this Agreement.

12.2 The City’s execution and performance of this Agreement will not violate any
laws, ordinances, covenants, mortgages, licenses or other agreements binding on
the City.

12.3 The City shall deliver the License Area to Licensee on the Commencement Date
free and clear of any equipment, personal property, trash, plant material and debris.

12.4 The City will not take any action inconsistent with Licensee’s use of the License
Area during the Term of this Agreement.

12.5 The City has not and will not contract with, authorize or permit any vendors,
merchants, lessees or third parties to have access to or make any use of the License
Area during the term of this Agreement.

12.6 Licensee represents and warrants to the City that Licensee is authorized to do
business and is in good standing in Arizona.

13. HAZARDOUS WASTE.

13.1 Licensee must not produce, dispose, transport, treat, use or store any hazardous
waste or toxic substance upon or about the License Area subject to regulation
under the Arizona Hazardous Waste Management Act, A.R.S. § 49-901 et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., the Toxic
Substances Control Act, 15 U.S.C. 2601et seq., or any other federal, state or local
law pertaining to hazardous waste or toxic substances.

13.2 Licensee must not use the License Area in a manner inconsistent with any
regulations, permits or approvals issued by the Arizona Department of Health

Services.

13.3 Licensee must defend, indemnify and hold the City harmless against any loss or
liability incurred by reason of any hazardous waste or toxic substance on or

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affecting the License Area attributable to or caused in any way by the Licensee,
and immediately notify the City of any hazardous waste or toxic substance at any
time discovered or existing upon the License Area.

13.4 Licensee must promptly and without a request by the City provide the City’s
Environmental Program Manager with copies of all written communications
between the Licensee and any governmental agency concerning environmental
inquiries, reports or problems on the License Area.

14. PARTIES’ PERSONNEL. Each party’s personnel are, and shall at times remain,
employees or contractors of such party, and each party shall exercise control over the
conduct of their personnel and shall wages, employee benefits and related expenses to
full extent required by law including, without limitation, all governmental employment
taxes and unemployment insurance.

15. INDEPENDENT CONTRACTOR. Nothing herein shall be deemed or construed to
create a partnership, joint venture or agency relationship between the parties. Licensee
is strictly an independent contractor subject to no control by City other than as
expressly provided herein.

16. NOTICES. Except as otherwise provided, all notices required or permitted to be given
under this Agreement may be personally delivered or mailed by certified mail, return
receipt requested, postage prepaid, to the following addresses:

To City: City of Glendale
Attn: Kevin R. Phelps, City Manager
5850 W. Glendale Avenue
Glendale, AZ 85301
Email: citymanager@glendaleaz.com

With Copy to: City of Glendale
Attn: Michael D. Bailey, City Attorney
5850 W. Glendale Avenue
Glendale, AZ 85301
Email: mbailey@glendaleaz.com

To Licensee: Special Olympics Arizona
2455 N Citrus Rd Bldg 64, Goodyear, AZ 85395
Attn: Jamie Heckerman, President & CEO
Special Olympics Arizona
Email: jamie@specialolympicsarizona.org

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17.

18.

With Copy to: Special Olympics Arizona
2455 N Citrus Rd Bldg 64
Goodyear, AZ 85395
Attn: Mike Burnett, Director of LETR
Email: mike@specialolympicsarizona.org

16.1 Either party may designate in writing a different address for notice purposes
pursuant to this section.

16.2 Any notice of other communication directed to a party to this Agreement shall
become effective upon the earliest of the following: (a) actual receipt by that party;
(b) delivery to the address of the party, addressed to the party; or (c) if given by
certified or registered U.S. Mail, return receipt requested, 72 hours after deposit
with the United States Postal Service, addressed to the party.

ASSIGNMENT. Neither Party may assign or sublease any of its interest, rights, or
obligations of this Agreement hereunder without the prior written consent of the other
Party. Any attempted assignment, delegation or transfer without the necessary consent
will be void.

SEVERABILITY. If any provision of this Agreement is declared invalid by a court of
competent jurisdiction, the remaining terms remain effective, provided that elimination
of the invalid provision does not materially prejudice either party with regard to its
respective rights and obligations; in the event of material prejudice, then the adversely
affected party may terminate this Agreement.

19. IMMIGRATION LAW COMPLIANCE.

19.1 Licensee, and on behalf of any subcontractor, warrants, to the extent applicable
under A.R.S. § 41-4401, compliance with all federal immigration laws and
regulations that relate to their employees as well as compliance with A.R.S. § 23-
214(A) which requires registration and participation with the E-Verify Program.

19.2 Any breach of warranty under this section above is considered a material breach
of this Agreement and is subject to penalties up to and including termination of
this Agreement.

19.3 City retains the legal right to inspect the papers of Licensee or subcontractor
employee who performs work under this Agreement to ensure that Licensee or any
subcontractor is compliant with the warranty under this section.

19.4 City may conduct random inspections, and upon request of the City, Licensee
must provide copies of papers and records demonstrating continued compliance
with the warranty under this section. Licensee agrees to keep papers and records
available for inspection by the City during normal business hours and will

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cooperate with City in exercise of its statutory duties and not deny access to its
business premises or applicable papers or records for the purposes of enforcement
of this section.

19.5 Licensee agrees to require any subcontractor to warrant their compliance with all
federal immigration laws and regulations that relate to their employees as well as
compliance with A.R.S. § 23-214(A) which requires registration and participation
with the E-Verify Program.

19.6 Licensee’s warranty and obligations under this section to the City is continuing
throughout the term of this Agreement or until such time as the City determines,
in its sole discretion, that Arizona law has been modified in that compliance with
this section is no longer a requirement.

19.7 The “E-Verify Program” above means the employment verification program
administered by the United States Department of Homeland Security, the Social
Security Administration, or any successor program.

20. CONFLICTS. This Agreement is subject to cancellation for conflicts of interest under

21.

the provisions of A.R.S. § 38-511.

GOVERNING LAW; CHOICE OF FORUM. This Agreement shall be deemed to
be made under, shall be construed in accordance with, and shall be governed by the
internal, substantive laws of the State of Arizona (without reference to conflict of law
principles). Any action brought to interpret, enforce or construe any provision of this
Agreement shall be commenced and maintained in the Superior Court of the State of
Arizona in and for the County of Maricopa (or, as may be appropriate, in the Justice
Courts of Maricopa County or in the United States District Court for the District of
Arizona, if, but only if, the Superior Court lacks or declines jurisdiction over such
action). The Parties irrevocably consent to jurisdiction and venue in such courts for
such purposes and agree not to seek transfer or removal of any action commenced in
accordance with the terms of this Section. If any litigation or arbitration between the
City and the Licensee arises under this Agreement, the successful party is entitled to
recover its reasonable attorney’s fees, expert witness fees and other costs incurred in
connection with the litigation or arbitration.

22. MISCELLANEOUS.

22.1 This Agreement, together with all exhibits hereto, constitutes the entire
agreement between the parties, and supersedes all representations, statements or
prior agreements and understandings both written and oral with respect to the
matters contained in this Agreement and exhibits hereto. No person has been
authorized to give any information or make any representation not contained in
this Agreement.

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23.

24.

25.

22.2 The parties have participated jointly in the drafting of this Agreement, and
agree that it shall be interpreted, applied, and enforced according to the fair
meaning of its terms and not be construed strictly in favor or against either party,
regardless of which party may have drafted any of its provisions. If any provision
of this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions shall nevertheless continue in full force
and effect.

22.3 No provision of this Agreement may be waived or modified except by a
written agreement signed by the party against whom such waiver or modification
is sought to be enforced. The terms of this Agreement shall be binding upon and
inure to the benefit of each party, and its successors and assigns.

COUNTERPARTS. This Agreement may be executed in any number of counterparts

and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which, taken together, shall constitute one
and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile (or other commonly used electronic means e.g., PDF) shall be
effective as delivery of a manually executed counterpart of this Agreement.

NON-DISCRIMINATION. Contractor must not discriminate against any employee
or applicant for employment on the basis of race, color, religion, sex, nation origin, age,
marital status, sexual orientation, gender identity or expression, genetic characteristics,
familial status, U.S. military veteran status or any disability. Contractor will require
any Sub-contractor to be bound to the same requirements as stated within this section.
Contractor, and on behalf of any subcontractors, warrants compliance with this section.

NO BOYCOTT OF ISRAEL. To the extent A.R.S.§35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in and agree
for the duration of the Agreement to not engage in, a boycott of goods or services from
Israel, as that term is defined in A.R.S § 35-393.

(Signatures on the following page)

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EXECUTED to be effective on the date the agreement is fully executed by all Parties.

ATTEST:

Julie K. Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

CITY OF GLENDALE, an Arizona
municipal corporation

By:

Kevin Phelps
City Manager

Date:

Special Olympics Arizona,

an Arizona Non-Profit corporation
By:

Name: ie Heckerman

Its: President & CEO

Date: I la |aca

EXHIBIT A
LICENSE AREA

Maricopa County Parcel No. 102-13-072 owned by the City of Glendale located spproximately at
the southwest comer of Cardinals Way and 91¢ Avenues as shown in red below.

10/24/2017