LICENSE AGREEMENT P50395 WITH CITY OF SCOTTSDALE.PDF

Contract No. 2022-140-COS 
License No. P50395 
Page 1 of 14 
19867772v4 
 
 
REVOCABLE LICENSE AGREEMENT 
 
This license agreement (“Agreement”) is made and entered into this 25th day of October 
2022, by and between the City of Scottsdale, an Arizona municipal corporation (“City”), and Maricopa 
County, a political subdivision of the State of Arizona (“Licensee”). The City and the Licensee will be 
individually referred to in this Agreement as a “Party” and collectively be referred to in this Agreement 
as the “Parties” 
 
RECITALS 
 
A. 
The City is a municipal corporation organized under the constitution and laws of 
the State of Arizona. 
 
B. 
The City owns real property within its city limits including Paiute Neighborhood 
Center, located at 6535 East Osborn Road ("Facility"), which offers various services for the health, 
social needs and general welfare of the residents of the City of Scottsdale (“Human Services”). 
 
C. 
The Licensee is ready, willing and able to provide Human Services of the kind and 
character that the City wishes to provide for the public at the Facility, and the City wishes the 
Licensee to provide such services, programs or activities, subject to the terms and conditions set 
forth in this Agreement. 
 
D. 
Pursuant to Scottsdale Revised Code Section 2-221(c), the City desires to enter 
into this Agreement with the Licensee to establish the terms by which the Licensee may use the 
Facility. 
 
NOW, THEREFORE, in consideration of the covenants and promises contained in this 
Agreement and for other good and valuable consideration, the sufficiency of which is hereby 
acknowledged, the Parties agree as follows: 
 
TERMS 
 
1.0    Recitals.   The recitals which appear above are incorporated into this Agreement by 
this reference. 
 
2.0 Applicability. The terms and conditions of this Agreement shall apply to the Licensee’s 
use of the Facility. Unless otherwise required by the context, the use of “Facility” in this Agreement 
shall include the plural as well as the singular. 
 
3.0 Term. The initial term of this Agreement shall be for a period of three (3) years, 
commencing on November 1, 2022, and ending on October 31, 2025 (the “Initial Term”), unless 
terminated as otherwise provided in this Agreement.  After the  expiration  of  the Initial Term, this 
Agreement may be renewed for up to two (2) successive one-year terms (each, a “Renewal Term”)  
upon  mutual  written  agreement  by  the  City  Contract Administrator (as defined in Section 11.0 
below, Contract Administrator) and Licensee. The Initial Term and any Renewal Term(s) are 
collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this 
Agreement shall remain in full force and effect.

Contract No. 2022-140-COS 
License No. P50395 
Page 2 of 14 
19867772v4 
 
 
4.0 
Use Area. 
 
4.1 
City provision of Use Area. The City agrees to provide the Licensee with suitable 
space in the Facility, subject to the terms and conditions contained in this Agreement, to enable 
the Licensee to render those services and conduct the programs and activities as more 
specifically provided in Section 5.1 below.   The space designated for the Licensee to provide 
Services (as defined in Section 5.1 below) in the Facility shall be referred to in this Agreement as 
the “Use Area.” The Use Area consists of a portion of the Facility inside the Scottsdale Family 
Resource Center (Building 7) for the exclusive use of 130 square feet of enclosed office space 
and is depicted on Exhibit “A”. 
 
4.2 
Acceptance of Use Area. The Licensee acknowledges by the execution of this 
Agreement that it has examined the Use Area along with the times of use, which are shown on 
the diagram in Exhibit “A,” and the Licensee agrees that it is appropriate and suitable for providing 
Services.  Unless otherwise provided in this Agreement, the Licensee accepts the Use Area in 
“as is” condition. 
 
4.3 Changes in Use Area. If the Parties desire to change the Use Area or times of use 
(as set forth in Exhibit in Exhibit “A”) during the Term of this Agreement, the following procedure 
applies: 
 
4.3.1 For a change that does not increase the aggregate size of the Use Area or 
total hours of use, the Parties will prepare an Amended Exhibit “A” containing a diagram showing 
the new Use Area with associated times of use and signatures of both the City Contract 
Administrator and the Licensee’s Contract Administrator. The Amended Exhibit “A” will then be 
substituted for this Agreement’s Exhibit “A.” 
 
4.3.2 For a change that increases the aggregate size of the Use Area or total 
hours of use, an amendment to this Agreement is required, which is subject to Scottsdale City 
Council approval. 
 
4.4 
Parking. Unless otherwise specifically provided in this Agreement, no exclusive 
parking will be provided to the Licensee. The Licensee may use parking spaces in the Facility 
parking lot on a first-come, first-served basis. 
 
4.5 
Signage. The City shall furnish signage at the Facility to direct members of the 
public to the Licensee’s Use Area. The City will confer with the Licensee concerning signage, but 
the City shall have discretion to determine the signage, based upon the need for existing signage 
at the Facility, the need for consistency and uniformity in signage, and other considerations. The 
Licensee shall erect no additional signage upon the Facility or in the Use Area without the prior 
written approval of the City Contract Administrator. 
5.0 
Use of Facility; Services. 
5.1 
Services. The Licensee shall provide services in the Use Area (“Services”), which 
are more specifically described as follows: the Licensee shall conduct the WIC Program to assist 
qualified low-income women and children of nutritional risk including providing supplemental 
foods, nutrition education, other community referrals, and other preventative services including 
but not limited to oral health screenings for low income pregnant, postpartum women and for 
infants and children up to age five who are found to be at nutritional risk. 
 
The Licensee’s use of the Facility is limited to providing Services as set forth in this Agreement.

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License No. P50395 
19867772v4 
Page 3 of 15 
 
 
5.2 
Permitted Use of Use Area. The Use Area shall be used solely for the purposes of 
rendering Services to eligible members of the community/the general public. The Licensee shall 
not use or permit the use of the Use Area for any other purpose. 
 
5.3 
Time Restrictions. The Licensee may use the Use Area only during the times set 
forth in Exhibit “A.” 
 
5.4 
Background of Service Providers. The Licensee shall be responsible for ensuring 
that the persons providing Services, including but not limited to, the Licensee’s employees, agents, 
and volunteers (“Service Providers”), are of good character and suitable background to do so, 
given the clients to whom Services are to be provided (e.g. minor children, youth, elderly, disabled, 
etc.). The Licensee shall provide to the City, prior to its occupation and use of any Use Area, its 
written policies and procedures regarding background investigation and substance abuse testing 
of its Service Providers. 
 
5.5 
Discrimination; diversity; other applicable laws. The Licensee shall be responsible 
for ensuring that its work environment is free from unlawful discrimination, as provided by Title VII 
of the Civil Rights Act of 1964 and other state and federal laws. The Licensee shall further ensure 
a commitment to respecting individual differences and valuing diversity. 
 
5.6 
Licenses; permits. The Licensee shall ensure that the Service Providers have all 
required and applicable licenses, permits, and permissions required by federal, state, county, and 
city statutes, ordinances, laws, rules, and regulations, prior to providing Services at the Facility. 
All such licenses, permits, and permissions must be current and in good standing. 
 
5.7 
Separation from the City. The Licensee, its officers, employees, and agents shall 
clearly identify that it is the Licensee, rather than the City of Scottsdale, that is providing Services 
in the Use Area. The Licensee shall not represent that it is a part of the City of Scottsdale 
government, or that it is acting on behalf of the City. The Licensee shall not use the name of the 
City of Scottsdale, its seal, signs, or logos in any advertising, promotional materials, or for any other 
purpose without the express, written prior approval of the City Contract Administrator. 
 
5.8 
Facility rules and regulations. The City reserves the right to adopt, amend and 
enforce reasonable rules and regulations governing the operation of the Facility and the use of 
the Use Area. Rules and regulations shall be consistent with the safety, security, public use, and 
utility of the Facility, as applicable. These rules and regulations shall apply to the Licensee, its 
officers, employees, and agents, including all Service Providers, and the Licensee agrees to 
comply with them. 
 
5.9 
Representations in funding applications. The Licensee shall obtain the prior written 
approval of the City Contract Administrator before making any representation, in any application 
for a grant or other funding, that it has or will secure the continuing use of the Use Area, or any 
other City property, whether real, personal or financial, in connection with the application. 
 
5.10 
Additional terms and conditions. The terms and conditions attached as Exhibit “B,” 
if any, are incorporated by this reference and made a part of this Agreement. There is not an 
Exhibit “B” to this Agreement.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 4 of 15 
 
 
6.0 
Consideration; fees. 
 
6.1 
Consideration. As and for consideration for rights and privileges which are the 
subject of this Agreement, the Licensee agrees to pay the Use Fee and Utility Fee required herein 
and to provide the Services described in Section 5.0, the aggregate of which the City regards as 
serving a valuable public purpose, providing direct assistance to those in need, and constituting 
fair and direct consideration that is substantially equal to the City’s expenditure. 
 
6.2 
Use Fee. For each year of the Term, the Licensee shall pay the City the following 
for use of the Use Area (“Use Fee”): 
 
Term 
Use Fee Rate 
Per SF 
Use Fee Monthly 
Utility Fee Monthly 
(Fixed) 
Use & Utility Fee 
Annually 
Year 1 
$10.00 
$108.33 
$44.20 
$1,830.40 
plus rental tax 
Year 2 
$10.30 
$111.58 
$44.20 
$1,869.40 
plus rental tax 
Year 3 
$10.61 
$114.94 
$44.20 
$1,909.70 
plus rental tax 
Year 4 
Renewal Term 
$10.93 
$118.40 
$44.20 
$1,951.30 
plus rental tax 
Year 5 
Renewal Term 
$11.26 
$121.98 
$44.20 
$1,994.20 
plus rental tax 
 
 
The Use Fee shall be adjusted upward by 3% annually on November 1 for each of the rental years 
two (2) through five (5). The Utility Fee herein is based on $0.34 per square foot per month for 
electricity during the Initial Term of the Agreement. 
 
6.3 
Payments. The Licensee shall pay the City in advance monthly. Payments of the 
Use Fee are due within 30 days of invoice. The Licensee shall pay any and all applicable taxes 
on the payments. Any payment not made by the date it is due will be subject to a late fee equal 
to 10% of the amount due or one hundred dollars ($100), whichever is greater. Furthermore, any 
Use Fee or Adjusted Use Fee that is not timely paid will accrue simple interest at the rate of 1 ½ 
percent per month from the date the amount first came due until paid. All invoices shall be emailed 
to Licensee at the attention of the Maricopa County Public Health Department, Attn: WIC 
Accountant at wic@maricopa.gov. 
 
6.4 
“Holdover” Use Fee. In the event of “holding over” as described in Section 13.5 
below, “Holding over,” the Use Fee shall be $112 per day, increased by an additional fifty percent 
(50%) over the amount that would otherwise be payable under this Agreement. The Licensee 
shall continue providing Services. 
 
7.0   Utility Fee. The City shall arrange and pay for gas, water, sewer and local telephone 
and fax service furnished to the Use Area for the Term of this Agreement. The Licensee shall pay 
$44.20 per month for electricity (“Utility Fee”) during the Initial Term of this Agreement, which shall 
be remitted to the City within thirty (30) days after receipt of the invoice from the City. If Licensee 
chooses to exercise a Renewal Term, Licensor may review and adjust the Utility Fee, provided 
that, for any Renewal Term, Licensor shall, no later than sixty (60) days prior to any increase in 
the Utility Fee, provide notice to the Licensee of the Adjusted Utility Fee that will become due in 
advance of November 1 of a Renewal Term. All long distance and fax charges shall be at the 
expense of the Licensee.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 5 of 15 
 
 
8.0 Licensee reports and statistics. The Licensee shall report to the City Contract 
Administrator, monthly statistics regarding number of contacts and dollar value of the services 
provided at each Facility. The City reserves the right to request additional reports and statistics 
from time to time. The Licensee further agrees that it will meet with the City Contract Administrator, 
or designee, every six (6) months this Agreement is in effect in order to discuss matters of mutual 
concern and interest relating to the services being provided at the Facility. 
 
9.0 
Maintenance. 
 
9.1 
Maintenance; janitorial service; inspection; repair. The City shall maintain the 
structural elements, heating, cooling and other systems of the Facility, including the Use Area, at 
its own expense and shall keep them in good repair. The Licensee shall provide janitorial services 
and trash disposal services to the Use Area at its sole cost and expense. The Licensee shall 
provide such other maintenance as may be required by this Agreement. The City reserves the 
right to enter the Use Area at any reasonable times to inspect, investigate, survey and perform 
required maintenance and repairs. 
 
9.2 
Waste or damage of Facility. The Licensee shall not, during any Facility use, 
commit or permit any waste, damage, or defacement of the Facility or its equipment, nor permit 
any act or use that is prohibited by any law, ordinance, rule or regulation. The Licensee shall use 
its best efforts to act to prevent the waste of any utilities provided by the City at the time of any 
Facility use. The Licensee shall be solely responsible for any damage at/to the Facility caused by 
the acts of the Licensee, or its members, ordinary wear and tear excepted. 
 
9.3 
Licensee access; keys. The Licensee agrees to minimize the number of persons 
authorized to have keys to the Use Area for the performance of this Agreement and shall provide 
to the City Contract Administrator, in writing, the names of persons who are authorized to have 
the keys. The Licensee shall report any changes, additions or deletions of persons authorized to 
have keys to the City Contract Administrator, in writing, prior to the time that a change, addition 
or deletion is made. 
 
9.3.1 Reporting; replacement costs. The Licensee shall immediately report lost, 
missing or stolen keys to the City Contract Administrator, or designee. The Licensee shall be 
responsible for all costs associated with replacing lost, missing or stolen keys, and for re-keying 
locks when, in the sole discretion of the City, it is determined that re-keying is necessary. 
 
9.3.2 Licensee responsibility for damages. The Licensee agrees that it shall be 
solely financially responsible for any damage to City’s real or personal property that results from 
the Licensee’s failure to comply with the access/security provisions contained in this Agreement. 
 
9.3.3 Risk of loss. The Licensee is not required to purchase property insurance 
coverage pursuant to this Agreement. However, the Licensee agrees that it assumes the risk of 
any loss to the Licensee’s equipment and property brought onto the premises. 
 
10.0 Damage to or destruction of Use Area. If the Use Area is damaged by fire, explosion, 
the elements, the public enemy, or other casualty through no fault of the Licensee, then this 
Agreement shall terminate. If the Use Area is damaged by Licensee, its members or agents, or as a 
result of the Services, the Licensee shall provide funding to restore the Use Area at the Licensee’s 
sole cost and expense.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 6 of 15 
 
 
11.0 
Contract administrator. 
 
11.1 
City Contract Administrator. Assistant City Manager William B. Murphy or designee 
shall be the City contract administrator (“City Contract Administrator”), who will be responsible for 
administering the terms of this Agreement for the City and will be the contact between the City and 
the Licensee. 
 
11.2 
Licensee’s Contract Administrator. Prior to the commencement of this Agreement, the 
Licensee shall designate a contract administrator (“Licensee’s Contract Administrator”), who will be 
responsible for administering this Agreement for the Licensee and be the contact between the 
Licensee and the City. Prior to using the Facility, the Licensee shall furnish to the City Contract 
Administrator and the City of Scottsdale Real Estate Asset Manager the contact information, 
including phone numbers, email addresses and emergency contact information, for the 
Licensee’s Contract Administrator. 
 
12.0 Notice. Any notice required or permitted to be given pursuant to this Agreement, unless 
otherwise expressly provided herein, shall be given in writing, either personally to the authorized 
representative of the other party, or by United States Postal Service certified mail, return receipt 
requested, as shown below or to such other street address(es) as may be designated by the 
respective parties in writing from time to time. The notice shall be deemed complete when received 
by the person receiving it or, when certified mail is used, five (5) calendar days from the date of 
mailing, whichever occurs first. If a copy of the notice is also given to a party’s counsel or other 
recipient, the date on which a notice is deemed to have been received by a party shall mean and 
refer to the date on which the party, and not its counsel or other recipient to which a copy of the 
notice may be sent, is deemed to have received the notice. 
 
City 
Licensee 
 
City of Scottsdale 
Maricopa County Real Estate Department 
7447 East Indian School Road, Suite 300 
2801 W. Durango Street 
Scottsdale, AZ   85251 
Phoenix, AZ 85009 
 
ATTN:   Community Services Office 
ATTN: Director 
Manager 
 
Copy to: 
City Attorney 
3939 N. Drinkwater Blvd. 
Scottsdale, AZ 85251 
 
Copy to: 
City of Scottsdale 
7447 East Indian School Road, Suite 205 
Scottsdale, AZ 85251 
ATTN: Senior Real Estate Manager 
 
13.0 
Termination; cancellation. 
 
13.1 
Termination for cause or convenience. Either Party may terminate this Agreement for 
cause or convenience by giving the other Party thirty (30) days’ written notice, as provided in Section 
12.0 above, Notice.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 7 of 15 
 
 
13.2 
Termination for health or safety. The City shall have the right to terminate this 
Agreement upon two (2) City working days’ prior written notice to the Licensee, if there is any threat 
to public health or safety in the performance of this Agreement by the Licensee. 
 
13.3 
Conflict of interest. Pursuant to A.R.S. § 38-511, either Party may cancel this 
Agreement, without penalty or further obligation, if any person significantly involved in initiating, 
negotiating, securing, drafting or creating this Agreement on behalf of either party is, at any time while 
this Agreement is in effect, an employee of the other party in any capacity, or a consultant to the 
other party with respect to the subject matter of this Agreement. The cancellation shall be effective 
when written notice is received by the other Party, unless the notice specifies a later time. 
 
13.4 
Availability of funds. This Section will control despite any provision of this Agreement 
or any exhibit or other agreement or document related to this Agreement. In the event funds 
necessary to fulfill the City’s or Licensee’s obligations under this Agreement are not appropriated by 
the Scottsdale City Council or Maricopa County Board of Supervisors, the City or Licensee may 
terminate this Agreement by giving notice to the other Party. The City and Licensee agree to use their 
best efforts to give notice of such termination to the other Party at least fourteen (14) days prior to 
the end of the Party’s then-current fiscal period. Termination in accordance with this provision will not 
constitute a breach of this Agreement by the City or the Licensee. No person will be entitled to any 
compensation, damages or other remedy from the other Party if this Agreement is terminated 
pursuant to the terms of this Section. 
 
13.5 
“Holding over.” In any circumstance whereby the Licensee would remain in 
possession or occupancy of the Use Area after termination or expiration of this Agreement, such 
“holding over” shall not be deemed to operate as a renewal or extension of this Agreement, but shall 
only create a use right from day to day which may be terminated at any time by the City upon one 
(1) days’ notice to the Licensee, or by the Licensee upon seven (7) days’ notice to the City. Except 
as provided in this Section 13.5, such use of the Use Area shall otherwise be subject to the terms 
and conditions specified in this Agreement, so far as applicable. Nothing contained herein shall be 
construed as the City’s permission for the Licensee to remain in the Use Area or as limiting the City’s 
remedies as to such “holdover.” 
 
13.6 
Rights at termination. The following provisions shall apply upon expiration or 
termination of this Agreement for any reason: 
 
13.6.1 Delivery of possession. The Licensee shall, at the expiration of the Term or 
upon any sooner termination of this Agreement, without demand, peaceably and quietly quit and 
deliver up the Use Area to the City thoroughly cleaned, in good repair, maintained and repaired and 
in as good order and condition, reasonable use and wear excepted, as the same now are or in such 
better condition as the Use Area may hereafter be placed by the Licensee or the City. 
 
13.6.2  Confirmation of Licensee’s obligations. Termination of this Agreement for any 
reason does not terminate the Licensee’s obligations arising prior to or simultaneous with, or 
attributable to, the termination. 
 
13.6.3  Licensee’s personal property; re-entry. At the expiration of the Term or upon 
any sooner termination of this Agreement, the Licensee shall remove all its property from the Use 
Area. The City, at its election, may re-enter the portion of the Facility occupied by the Licensee 
pursuant to this Agreement and may immediately demand that any property or personnel of the 
Licensee found therein be removed by the Licensee. If such property is not removed within ten (10) 
City working days, the City may remove and store any such property in a public warehouse or at a

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 8 of 15 
 
 
place selected by the City at the expense of the Licensee, and may dispose of it as it sees fit, subject 
only to the limitations of state law. 
 
14.0 
Indemnification. To the fullest extent permitted by law, the Licensee, its successors, 
assigns and guarantors,  shall defend,  indemnify and hold harmless the City,  its  agents, 
representatives, officers, directors,  officials  and employees from and against all allegations, 
demands, proceedings, suits, actions, claims, damages, losses, expenses, including but not limited 
to, attorney fees, court costs, and the cost of appellate proceedings, related to, arising from or out of, 
or resulting from any acts, errors, mistakes or omissions or negligent, reckless or intentional actions 
caused in whole or in part by the Licensee relating to or arising from work or Services in the 
performance of this Agreement, including but not limited to, any subcontractor or anyone directly or 
indirectly employed by any of them or anyone for whose acts any of them may be liable and any 
injury or damages claimed by any of the Licensee’s or subcontractor’s agents or employees. The 
above defense indemnity and hold harmless obligations do not apply to claims resulting from the sole 
negligence of the City. 
 
14.1 
Insurance provisions set forth in this Agreement are separate and independent from 
the indemnity provisions of this paragraph and shall not be construed in any way to limit the scope 
and magnitude of the indemnity provisions. The indemnity provisions of this paragraph shall not be 
construed in any way to limit the scope and magnitude and applicability of the insurance provisions. 
 
15.0 
Insurance representations and requirements. 
 
15.1 
General. The Licensee agrees to comply with all applicable City ordinances and state 
and federal laws and regulations. Without limiting any obligations or liabilities of the Licensee, the 
Licensee shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance 
with insurance companies duly licensed by the State of Arizona (admitted insurer) with an AM Best, 
Inc. rating of B ++ 6 or above or an equivalent qualified unlicensed insurer by the State of Arizona 
(non-admitted insurer) with policies and forms satisfactory to the City. Failure to maintain insurance 
as specified may result in termination of this Agreement at the City’s option. 
 
15.2 
No representation of coverage adequacy. By requiring insurance herein, the City 
does not represent that coverage and limits will be adequate to protect the Licensee. The City 
reserves the right to review any and all of the insurance policies and/or endorsements cited in this 
Agreement but has no obligation to do so. Failure to demand evidence of full compliance with the 
insurance requirements stated in this Agreement or failure to identify any insurance deficiency will 
not relieve the Licensee from, nor be construed or considered a waiver of, its obligation to maintain 
the required insurance at all times during the performance of this Agreement. 
 
15.3 
Coverage term. All insurance required by this Agreement shall be maintained in full 
force and effect until all work or services required to be performed under the terms of this Agreement 
are satisfactorily performed, completed and formally accepted by the City, unless specified otherwise 
in this Agreement. 
 
15.4 
Claims made. In the event any insurance policies required by this Agreement are 
written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or 
purchasing an extended reporting option, for three (3) years past completion and acceptance of the 
work or services as evidenced by submission of annual Certificates of Insurance citing applicable 
coverage is in force and contains the provisions as required herein for the three-year period.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 9 of 15 
 
 
15.5 
Policy deductibles and or self-insured retentions. The policy requirements may 
provide coverage that contains deductibles or self-insured retention amounts. Such deductibles or 
self-insured retention shall not be applicable with respect to the policy limits provided to the City. The 
Licensee shall be solely responsible for any deductible or self-insured retention amount. The City, at 
its option, may require the Licensee to secure payment of the deductible or self-insured retention by 
a surety bond or irrevocable and unconditional Letter of Credit. 
 
15.6 
Use of subcontractors. If any work under this Agreement is subcontracted in any way, 
the Licensee shall execute written agreements with its subcontractors containing the same 
Indemnification Clause and Insurance Requirements as stated in this Agreement protecting the City 
and the Licensee. The Licensee is responsible for executing the agreement with its subcontractors 
and obtaining Certificates of Insurance verifying the insurance requirements. 
 
15.7 
Evidence of insurance. 
 
15.7.1 Prior to using the Facility and upon request , the Licensee shall furnish the 
City with Certificate(s)  of Insurance,  or formal endorsements as required by this Agreement, issued 
by the Licensee’s insurer(s) as evidence that policies are placed with acceptable insurers as specified 
in this Agreement and provide the required coverage, conditions, and limits of coverage and that such 
coverage and provisions are in full force and effect. If a Certificate of Insurance is submitted as 
verification of coverage, City shall reasonably rely upon the Certificate of Insurance as evidence of 
coverage but such acceptance and reliance shall not waive or alter in any way the insurance 
requirements or obligations of this Agreement. Such Certificates shall identify the contract 
number, the date of this Agreement and the Parties’ names and shall  be sent to the 
designated  City Contract  Administrator and to realestate@scottsdaleaz.gov. Certificates of 
Insurance  submitted without  referencing the appropriate contract number and reference to this 
Agreement will be subject to rejection and may be returned or discarded. If any of the above-cited 
policies expire during the life of this Agreement, it is the Licensee’s responsibility to forward renewal 
Certificates within ten (10) days after the renewal date containing all the aforementioned insurance 
provisions. 
 
15.7.2 Certificates shall contain the specific provisions that follow: 
 
15.7.2.1 
City of Scottsdale, its agents, representatives, officers, directors, 
officials and employees is an Additional Insured under the following policies: 
 
15.7.2.1.1 Commercial General Liability 
 
15.7.2.1.2 Auto Liability 
 
15.7.2.1.3 Excess Liability - Follow Form to underlying insurance as 
required. 
 
15.7.2.2 
The Licensee’s insurance shall be primary insurance as respects 
performance of subject agreement. 
 
15.7.2.3 
All policies, except Professional Liability, if applicable, shall waive 
rights of recovery (subrogation) against City of Scottsdale, its agents, representatives, officers, 
directors, officials and employees for any claims arising out of work or services performed by the 
Licensee under this Agreement.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 10 of 15 
 
 
15.7.2.4 
If the Licensee receives notice that any of the required policies of 
insurance are materially reduced or cancelled, it will be the Licensee’s responsibility to provide prompt 
notice of same to the City, unless such coverage is immediately replaced with similar policies. 
 
15.7.3 Required coverage. 
 
15.7.3.1 
Commercial 
general liability. The Licensee shall maintain 
“occurrence” form Commercial General Liability insurance with a limit of not less than $1,000,000 for 
each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate, and a 
$2,000,000 General Aggregate limit. The policy shall cover liability arising from premises, 
operations, independent contractors, products-completed operations, personal injury, advertising 
injury, bodily injury, property damage, and contractual liability. For any Service that involves children 
or at-risk individuals, the commercial general liability must include coverage for sexual abuse and 
molestation. If any Excess insurance is utilized to fulfill the requirements of this paragraph, the 
Excess insurance shall be “follow form” equal or broader in coverage and scope than underlying 
insurance. 
15.7.3.2 
Automobile liability. If vehicles are used by the Licensee to 
perform the Services, the Licensee shall maintain Business Automobile Liability insurance with a limit 
of $1,000,000 each occurrence on the Licensee’s owned, hired, and non-owned vehicles assigned 
to or used in the performance of the Services. If vehicles are not used by the Licensee to perform 
the Services, this requirement for Automobile Liability may be waived. If any Excess insurance is 
utilized to fulfill the requirements of this paragraph, the Excess insurance shall be “follow form” equal 
or broader in coverage scope than underlying insurance. 
 
15.7.3.3 
Workers’ 
compensation insurance. If the Licensee has 
employees, the Licensee shall maintain Workers’ Compensation insurance to cover obligations 
imposed by federal and state statutes having jurisdiction of the Licensee’s employees engaged in 
the performance of work or Services under this Agreement and shall also maintain Employers’ 
Liability Insurance of not less than $100,000 for each accident, $100,000 disease for each employee 
and $500,000 disease policy limit. 
 
15.7.3.4 
The Parties acknowledge that Licensee is self-insured as 
provided in A.R.S. §11-981 and that this self-insurance fully complies with the insurance 
requirements of this Agreement. 
 
16.0    Non-assignability.   The rights, privileges, and responsibilities of the Licensee under 
this Agreement are non-assignable. 
 
17.0 
City's remedies. 
 
17.1 
Available remedies. If the Licensee breaches any provision of this Agreement, the 
City will have all remedies that are available to it at law or in equity including, without limitation, the 
remedy of specific performance. 
 
17.2 
No waiver. No provision in this Agreement shall be construed, expressly or by 
implication, as waiver by the City of any existing or future right and/or remedy available by law in the 
event of any claim of default or breach of this Agreement. The failure of the City to insist upon the 
strict performance of any term or condition of this Agreement or to exercise or delay the exercise of 
any right or remedy provided in this Agreement, or by law, or the City’s acceptance of Services, shall 
not release the Licensee from any responsibilities or obligations imposed by this Agreement or by 
law, and shall not be deemed a waiver of any right of the City to insist upon the strict performance of

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 11 of 15 
 
 
this Agreement. 
 
18.0 
Miscellaneous. 
18.1 
No real property interest. Notwithstanding any provision of this Agreement to the 
contrary, and notwithstanding any negotiation, correspondence, course of performance or dealing, or 
other statements or acts by or between the Parties, the Licensee’s rights are limited to the Use Area 
and the Licensee’s rights in the Use Area are limited to the license rights created by this Agreement, 
which creates only a revocable license in the Use Area. The City and the Licensee do not by this 
instrument intend to create a lease, easement, or other real property interest. The Licensee shall 
have no real property interest in the Use Area. The Licensee’s sole remedy for any breach or 
threatened breach of this Agreement by the City shall be an action for damages. The Licensee’s 
rights hereunder are subject to all covenants, restrictions, easements, agreements, reservations, and 
encumbrances upon, and all other conditions of title to, the Use Area. Notwithstanding the preceding 
sentence, the City shall provide to the Licensee during the term of this Agreement peaceable use and 
enjoyment of the Use Area in accordance with the terms of this Agreement. It is the Licensee’s 
responsibility to resolve any issues related to nearby property owners. The Licensee’s rights 
hereunder are further subject to all present and future building restrictions, regulations, zoning laws, 
ordinances, resolutions, and orders of all bodies, bureaus, commissions, and bodies of any municipal, 
county, state, or federal authority, now or hereafter having jurisdiction over the Use Area or the 
Licensee’s use thereof. 
 
18.2 
Entire agreement. This Agreement constitutes the entire agreement between the 
Parties with respect to the subject matter hereof and supersedes any prior 
agreement, 
understanding, negotiation or representation regarding the Facility, the Use Area, or the Services to 
be provided pursuant to this Agreement unless such other agreement is referenced in Section 5.1 
above. 
 
18.3 
Law governing; venue. This Agreement shall be governed by the laws of the State 
of Arizona, and suit pertaining to this Agreement may be brought only in courts in Maricopa County, 
Arizona. 
 
18.4 
Compliance with law. The Licensee shall perform its obligations under this Agreement 
in accordance with all federal, state, county and local laws, ordinances, regulations or other rules or 
policies as are now in effect or as may hereafter be adopted or amended. 
 
18.5 
Taxes, liens and assessments. In addition to the Use Fee, Licensee shall pay, when 
due and as the same become due and payable, all taxes and general and special fees, charges and 
assessments of every description which during the Term of this Agreement may be levied upon or 
assessed against the Use Area, the operations conducted therein, any Use Fees paid or other 
performances under this Agreement by either party, and all possessory interest in the Use Area and 
improvements and other property thereon, whether belonging to the City or the Licensee; and the 
Licensee agrees to indemnify, defend and hold harmless City and the Use Area and such property 
and all interest therein and improvements thereon from any and all such taxes and assessments, 
including any interest, penalties and other expenses which may be imposed, and from any lien 
therefor or sale or other proceedings to enforce payment thereof. The Licensee shall have the right 
to contest, but not the right to refuse to timely pay, any taxes and assessments. The City shall have 
the right from time to time to require that all of the foregoing payments be made by the Licensee 
through the City. The Licensee shall pay all sales, transaction privilege and similar taxes. 
 
18.6 
Amendment; modification. This Agreement may be modified only by a written 
amendment signed by persons duly authorized to enter into contracts on behalf of the City and the 
Licensee.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 12 of 15 
 
 
18.7 
Arizona Legal Workers Act. Under the provisions of A.R.S. § 41-4401, the Licensee 
warrants to the City that the Licensee and all its subcontractors will comply with all Federal 
Immigration laws and regulations that relate to their employees and that the Licensee and all its 
subcontractors now comply with the E-Verify Program under A.R.S. § 23-214(A). 
 
A breach of this warranty by the Licensee or any of its subcontractors will be considered 
a material breach of this Agreement and may subject the Licensee or subcontractor to penalties 
up to and including termination of this Agreement or any subcontract. The Licensee will take 
appropriate steps to assure that all subcontractors comply with the requirements of the E-Verify 
Program. The Licensee’s failure to assure compliance by all its subcontractors with the E-Verify 
Program may be considered a material breach of this Agreement by the City. 
 
The City retains the legal right to inspect the papers of any employee of the Licensee or 
any subcontractor who works on this Agreement to ensure that the Licensee or any subcontractor 
is complying with the warranty given above. 
 
The City may conduct random verification of the employment records of the Licensee and 
any of its subcontractors to ensure compliance with this warranty. The Licensee agrees to 
indemnify, defend and hold the City harmless for, from and against all losses and liabilities arising 
from any and all violations of these statutes. 
 
18.8 
Boycott of Israel. By executing this Agreement, Licensee certifies that it is not currently 
engaged in and will not for the duration of this contract engage in boycott activity proscribed by A.R.S. 
§ 35-393 et seq. 
 
18.9 
Survival of liability. All obligations of the Licensee hereunder and all warranties and 
indemnities of the Licensee hereunder shall survive termination of this Agreement for any reason. 
 
18.10 Attorneys’ fees. In the event either party brings any action for any relief, declaratory 
or otherwise, arising out of this Agreement, or on account of any breach or default hereof, the 
prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and 
reasonable costs and expenses, determined by the court, sitting without jury, which shall be deemed 
to have accrued on the commencement of such action and shall be enforceable whether or not such 
action is prosecuted to judgment. 
 
18.11 Non-exclusive contract. This Agreement is entered into with the understanding and 
agreement that it is for the sole convenience of the City. The City reserves the right to obtain like 
services from another source when necessary. 
 
18.12 Severability. If any term or provision of this Agreement shall be found to be illegal or 
unenforceable, then notwithstanding such illegality or unenforceability, this Agreement shall remain 
in full force and effect and such term or provision shall be deemed to be deleted. In accordance with 
the provisions of A.R.S. § 41-194.01, should the Attorney General give notice to the City that any 
provisions of this Agreement violates state law or the Arizona Constitution, or that it may violate a 
state statute or the Arizona Constitution, and the Attorney General submits the offending provision 
to the Arizona Supreme Court, the offending provision(s) shall be immediately severed and struck 
from the Agreement, and the City and Licensee shall, within ten (10) calendar days after such notice, 
negotiate in good faith to resolve any issues related to the severed provision(s). If the Parties are 
unable to negotiate a resolution to any issues related to the severed provision(s), the City may 
terminate this Agreement immediately.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 13 of 15 
 
 
18.13 Exhibits. All Exhibits referred to in this Agreement are hereby incorporated by this 
reference. 
 
18.14 Counterparts.  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.   
 
18.15 Administration of Agreement. This Agreement shall be administered for the 
Licensee, including execution of documents, by the Maricopa County Assistant County Manager 
and/or the Director of the Maricopa County Real Estate Department. 
 
 
18.16 Authority. Each party warrants and represents that it has full power and authority to 
enter into and perform this Agreement, and that the person signing on behalf of each has been 
properly authorized and empowered to enter this Agreement. Each party further acknowledges that 
it has read this Agreement, understands it, and agrees to be bound by it. 
 
18.17 Uyghurs prohibition. By executing this Agreement, Licensee certifies that it is does 
not currently and will not for the duration of this Agreement support the forced labor of ethnic Uyghurs 
in the People’s Republic of China as proscribed by A.R.S. § 35-394. 
 
 
 
 
 
 
[Remainder of page intentionally blank]

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 14 of 15 
 
 
IN WITNESS WHEREOF, the Parties have executed this Agreement by signing their 
signatures, as of the day and date first written above. 
 
 
LICENSEE: Maricopa County, a political subdivision of the State of Arizona 
 
 
____________________________________ 
Bill Gates 
Chairman of the Board of Supervisors 
 
ATTEST: 
 
 
____________________________________ 
Clerk of the Board 
 
 
Date 
 
APPROVED as to FORM: 
 
 
____________________________________ 
Deputy County Attorney 
 
Date

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
Page 15 of 15 
 
 
CITY OF SCOTTSDALE, an Arizona 
municipal corporation 
 
 
 
 
David D. Ortega, Mayor 
ATTEST: 
 
 
 
Ben Lane, City Clerk 
 
APPROVED AS TO FORM: 
 
 
 
Sherry R. Scott, City Attorney 
By: Janis L. Bladine, Senior Assistant City Attorney 
REVIEWED BY: 
 
 
George Woods, Jr., Risk Management Director 
 
 
 
William B. Murphy, Assistant City Manager

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
i 
 
 
TABLE OF EXHIBITS 
 
 
 
Exhibit 
Title 
 
A 
Diagram of Facility with Location(s) of Use Area(s) and Times of Use 
 
B 
Additional Terms and Conditions 
None

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
EXHIBIT “A” 
Page 1 of 1 
 
 
 
Exhibit “A” 
 
DIAGRAM OF FACILITY WITH LOCATION(S) OF USE AREA(S) AND TIMES OF USE 
 
Use Area: Portion of the Facility inside the Scottsdale Family Resource Center (Building 7) for 
the exclusive use of 130 square feet of enclosed office space. 
 
Times of Use: The Licensee may use the Use Area from 7:00am to 7:00pm on Mondays 
through Thursdays and from 7:00am to 7:00pm on Fridays. The City reserves the right to use 
these areas at times other than at the Times of Use by the Licensee.

Contract No. 2022-140-COS 
License No. P50395 
19867772v4 
EXHIBIT “B” 
Page 1 of 1 
 
 
Exhibit “B” 
 
ADDITIONAL TERMS AND CONDITIONS 
None for this Agreement