Supporting Document (10878797...)

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Item 13
CITY COUNCIl
REPORT
♦
♦
s
Meeting Date:
General Plan Element: 
General Plan Goal:
July 1, 2026
Community Well-Being
Develop quality recreation facilities
ACTION
Paradise & Pacific Railroad Revocable License Agreement. Adopt Resolution No. 13736 to approve 
Contract No. 2026-126-COS, a revocable license agreement with Paradise & Pacific Railroad, an 
Arizona non-profit corporation, to use space in the McCormick-Stillman Railroad Park's Model 
Railroad Building to operate an "0" scale model train layout; and authorizing and directing the City 
Manager or designee to take such other actions necessary to carry out the intent of this Resolution.
BACKGROUND
Paradise & Pacific Railroad is an Arizona non-profit corporation, which has provided an "0" 
scale model railroad operation at the McCormick-Stillman Railroad Park (Park) since 1975 and 
has been in continuous operation since that date. During that time Paradise & Pacific Railroad 
has operated a model train layout for the general public and maintained, repaired and 
expanded an "0" scale layout. Paradise & Pacific Railroad moved its layout from the Park's 
Bunkhouse to the new Model Railroad Building in 2010. Paradise & Pacific Railroad currently 
constructs and maintains a model train layout that features animals, mountains, superheroes 
and many examples of real Arizona cities and industries. Paradise & Pacific Railroad provides 
operating model trains that run during the public hours of operation of the Model Railroad 
Building. This layout is one of four unique layouts held within the Park's Model Railroad 
Building and provides the public with an interactive, entertaining and educational experience 
while visiting the Park.
Previously, Paradise & Pacific Railroad used the space pursuant to a three-year license 
agreement that may be renewed for up to two successive one-year terms which expired June 
30,2026. This Revocable License Agreement allows Paradise & Pacific Railroad to continue 
using the space in the Park to operate the layout for a three-year term, with up to two 
successive one-year renewals. The operation of the model train layout provides a service to the 
public, which is of value to the Park and the City. Paradise & Pacific Railroad is required to 
provide an operational exhibit during all operating hours of the Parks' Model Railroad Building 
and to provide at least 731 hours of member service. Accordingly, no license fee will be charged 
for Paradise & Pacific Railroads use of the space
' Action Taken .
Blueink Bundle ID: mFyHZrUswB

City Council Report | Paradise & Pacific Railroad License Agreement No. 2026-126-COS
Impact analysis
Parks and Recreation staff have built a strong relationship with Paradise & Pacific Railroad and 
believe that the continued agreement benefits the City, Paradise & Pacific Railroad, the Park 
and the public. Paradise & Pacific Railroad has been housed at McGormick-Stillman Railroad 
Park since 1975 and it hopes to continue the strong relationship with the Park and the public 
for the years to come. Contract No. 2026-126-COS would authorize Paradise & Pacific Railroad 
to use space in the Model Railroad Building as well as continue to maintain, upgrade, and utilize 
the layout that has been constructed.
Policy Implications
Contract No. 2026-126-COS allows Paradise & Pacific Railroad to continue to operate its model 
train layout within the Park's Model.Railroad Building. This provides a beloved attraction to the 
public and is an asset to the Park. Community Involvement The continued agreement between 
the City and Paradise & Pacific Railroad will be advantageous to the City and the public due to 
the historical and ongoing support and enhancement of the Park.
OPTIONS & STAFF RECOMMENDATION 
Recommended Approach
Adopt Resolution No. 13736 to apprbve Contract No. 2026-126-GOS, a revocable license agreement 
with Paradise & Pacific Railroad, an Arizona non-profit corporation, to use space in the McCormick^ 
Stillman Railroad Park's Model Railroad Building to operate an "0" scale model train layout; 
authorizing and directing the City Manager or designee to take such other actions necessary to carry 
out the intent of this Resolution.
.Description of Option B
Do not approve Resolution No. 13736 approving Contract No. 2026-126-COS, a revocable license 
agreement with Paradise & Pacific Railroad, an Arizona non-profit corporation, to use space at 
MeCormick-Stillman Railroad Park to operate an "0" scale model train layout at the Park's Model 
Railroad Building. This option would eliminate the utilization of space at the Park's Model Railroad 
Building to provide an "O" scale model train layout for the Park!s visitors.
RESPONSIBLE DEPARTMENTCS)
Parks and Recreation Department, McCormick-Stillman Railroad Park
STAFF CONTACTS (S)
Stephanie Tippett, Parks and Recreation Manager 
stipDett@scottsdaleaz.gov. 480-312-2731
Blueink Bundle ID; mFyHZrUswB
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City Cpuncil Report | Paradise & pacific Railroad License Agreement No. 2026-126-GOS
Nick.lyiolinari. Parks and Recreation Manager 
nmolinari(S)scottsdaleaz.gov. 480-312-1011
APPROVED BY
Nick Molinari, Senior Director, Parks & Recreation and Preserve Date 
nmolinari(S)scottsdaleaz.eov. 480-312-1011
Judy Doyle, Deputy City Manager 
idovle@scottsdaleaz.gov. 480-312-2691
Date
ATTACHMENTS
1. Resolution No. 13736
2. Contract No. 2026-126-COS
Blueink Bundle ID; mFyHZrUswB
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RESOLUTION NO. 13736
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE,
MARICOPA COUNPr, ARIZONA, APPROVING CONTRACT NO. 2026- 
126-COS, REVOCABLE LICENSE AGREEMENT WITH PARADISE AND 
PACIFIC RAILROAD TO USE SPACE AND PROVIDE A MODEL 
RAILROAD EXHIBIT TO THE PUBLIC AT THE MCCORMICK-STILLMAN 
RAILROAD PARK; AND AUTHORIZING AND DIRECTING THE CITY 
MANAGER OR DESIGNEE TO TAKE SUCH OTHER ACTIONS 
NECESSARY TO CARRY OUT THE INTENT OF THIS RESOLUTION.
WHEREAS, subject to certain requirements, Scottsdale Revised Code Section 2-221 (c) 
provides that the City of Scottsdale (“City”) may enter into temporary licenses or similar 
agreements for the use of city-owned property, including but not limited to, land, buildings, office 
space, rooms, and other interior and exterior space;
WHEREAS, the City owns and operates certain real property known as McCormick- 
Stillman Railroad Park, a public park located at 7301 East Indian Bend Road, Scottsdale, Arizona, 
85250 (“Facility”), which has a railroad theme and offers many recreational opportunities to City 
residents and visitors, including railroad-related rides, exhibits, and events;
WHEREAS, Paradise and Pacific Railroad is ready, willing, and able to provide sen/ices, 
programs, or activities of the kind and character that the City wishes to provide for the public at 
the Facility, including an “O” gauge model railroad exhibit, and the City wishes to continue to 
license certain space in the Model Railroad Building of the Facility (“Use Area”) for Paradise and 
Pacific Railroad to continue to provide such services, programs, or activities, subject to the terms 
and conditions set forth in Contract No. 2026-i26-COS, Revocable License Agreement 
(“Agreement”);
WHEREAS, under the terms of the Agreement and given the services, programs, and 
activities provided by Paradise and Pacific Railroad, there will be no license fee to the City for 
Paradise and Pacific Railroad to use the Use Area;
WHEREAS, the City Council has considered any City expenditure authorized by the 
Agreement, the direct consideration that the City will receive, and the services provided by 
Paradise and Pacific Railroad, and finds that there is a clearly identified public purpose for the 
City’s expenditure, if any, and that the City will receive direct consideration substantially equal to 
its expenditure; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Scottsdale, Maricopa 
County, Arizona, as follows:
Section 1. The recitals above are hereby incorporated as if fully set forth herein.
Section 2. The City Council hereby authorizes, approves, and directs the Mayor to 
execute, on behalf of the City, Contract No. 2026-126-COS, Revocable License Agreement 
between the City and Paradise and Pacific Railroad, for Paradise and Pacific Railroad to use the 
Use Area to provide an “O” gauge model railroad exhibit to the public.
19275655
Resolution No. 13736 
Page 1 of 2
ATTACHMENT 1

Section 3. The City Council also hereby authorizes, approves, and directs the City 
Manager or designee to execute any other documents and take such other actions necessary to 
carry out the intent of this Resolution.
PASSED AND ADOPTED by the Council of the City of Scottsdale, Maricopa County,
Arizona this
day of.
_, 2026.
ATTEST:
CITY OF SCOTTSDALE, an Arizona 
municipal corporation
Lisa Borowsky, Mayor
Ben Lane, City Clerk 
APPROVED AS TO FORM:
Luis E. Santaella, City Attorney
By: Lindsay Hampshire, Assistant City Attorney
I
19275655 
.
Resolution No. 13736 
Page 2 of 2

Contract No. 2026-126-COS
REVOCABLE LICENSE AGREEMENT
This license agreement (“Agreement”) is entered into this 1st day of July, 2026, by and 
between the City of Scottsdale, an Arizona municipal corporation (“City”), and Paradise and 
Pacific Railroad, an Arizona non-profit corporation (“Licensee"). The City and the Licensee will 
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.
i
B. 
The City owns and operates real property within its city limits including McCormick- 
Stillman Railroad Park, a public park located at 7301 East Indian Bend Road, Scottsdale, Arizona 
85250 (“Facility”), which has a railroad theme and offers many recreational opportunities to City 
residents and visitors, including railroad-related rides, exhibits, and events.
C. 
The Licensee has provided an “O” gauge model railroad exhibit at the Facility since 
1975 and has been in continuous operation since the Facility opened. The Licensee operated its 
scale layout in the Facility’s bunkhouse until the Model Railroad Building (“Model Railroad 
Building”) was built at the Facility in 2010, at which time the Licensee’s layout was moved into 
that location. The Licensee currently constructs, maintains, and improves a model train layout 
that also includes animals, mountains, and other examples of real Arizona industries.
D. 
The Licensee is ready, willing, and able to provide services, programs, or activities 
of the kind and character that the City wishes to provide fpr 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.
, E. 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 rnay 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. 
Recitals. The recitals which appear above are incorporated into this Agreement by this 
reference.
2. 
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. 
Term. The initial term of this Agreement shall commence on July 1, 2026, and end on June 
30, 2029 (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 
and Licensee’s Contract Administrator (each as defined in Section 11 below. Contract administrator).
19281835
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ATTACHMENT 2

Contract No. 2026-126-COS
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.
4.
Use Area.
4.1 
City Provision of Use Area. The City agrees to provide the Licensee with the space 
in the Model Railroad Building designated in Exhibit “A” (the “Use Area”), 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 applicable, as more specifically provided in Section 5.1 
below.
4.2 
Acceptance of Use Area. The Licensee acknowledges by the execution of this 
Agreement that it has examined the Use Area (which includes a wall display unit next to the work 
room) along with the times of use, which are shown in the diagram on Exhibit “A” and provided in 
Section 5.3 below, and the Licensee agrees that it is appropriate and suitable for providing Services. 
Unless othenwise 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 the times of 
use that are set forth 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.
Use of Facilitv/Use Area: Services.
5.1 Services. The Licensee shall provide services in the Use Area (“Services”), which 
are more specifically described as follows; The Licensee shall construct, maintain, improve, and 
operate an "O” gauge model railroad exhibit (“Exhibit”) in the Use Area that will be viewed by the 
general public. It is preferred, but not required, that the Exhibit depict railroads of Arizona. All 
bench work, rails, scenery, track, and wiring used in the Exhibit will be permanent and not 
removable at the termination or expiration of this Agreement.
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Contract No. 2026-126-COS
5.1.1 
Definitions. For purposes of this Section 5.1, “operate” means to make the 
model railroad exhibit available for Facility visitors to view and to have the model trains functional 
and able to move along the track, either with the assistance of Licensee’s dues-paying Members 
(“Members") or on an automated system. For purposes of this Agreement, “scenery” includes 
permanent elements of the Exhibit, including, but not limited to mountains, rock formations, trees, 
and other foliage, roads, rivers, and other elements that are not easily removed. “Scenery” does 
not include structures (e.g., buildings), bridges, model people, animals, vehicles, and all model 
rolling stock (i.e., locomotives, passenger, and freight cars), which may be removed from the 
Exhibit by the Licensee at the termination of this Agreement. In addition, for purposes of this 
Section 5.1, “wiring” refers to basic permanent wiring that is necessary to make the Exhibit operate 
when connected to the appropriate power packs and/or control systems. Power packs, DCC 
systems, DCS systems, Lionel TMCC and Legacy, electronic control boards, computers, and 
other elements connected to the basic permanent wiring, however, shall not be considered 
“wiring” and may be removed from the Exhibit by the Licensee upon termination or expiration of 
this Agreement.
5.1.2 
Work Room. A room for working on the model railroad exhibit is located 
within the Use Area. The Licensee is responsible for upkeep, cleanliness and safety in the work
room.
The Licensee is responsible for ensuring safe
5.1.3 
Operating Conditions, 
operating conditions at all time.
5.1.4 
Exhibit Open to Public. The Exhibit is required to be constructed in a 
manner that will enable Facility visitors to view operating model trains in the Exhibit whenever the 
Model Railroad Building is open to the public, including times when Members are not present. 
The Licensee shall provide Services (as defined in Section 5.1) to the general public during all 
times that the Model Railroad Building is open to the public, currently Monday through Sunday, 
and as set forth in a published schedule posted by the City at appropriate locations in the Facility 
and at the Use Area (“Operating Hours”). The Licensee will not deviate from providing Services 
during the Operating Hours without the prior written approval of the City Contract Administrator, 
except during times of repair or improvement. Such approval shall not be unreasonably withheld. 
Additionally, the Licensee shall provide at least seven hundred thirty-one (731) total Member 
hours per year of service toward the Exhibit during Operating Hours and working on the Exhibit 
outside of Operating Hours. Such approval shall not be unreasonably withheld. Members of the 
general public will not be permitted to enter the Use Area, except in the limited area made 
accessible to the public by the City. When working in the Use Area, during designated hours or 
other work hours, Members will communicate in a respectful manner.
5.2 
Permitted Use of Use Area. The Use Area shall be used solely for the purposes 
of rendering Services to the general public and Members; provided, however, that the Licensee 
may use the Use Area and building lobby to conduct activities relating to the Exhibit such as club 
meetings (“Other Activities”). Any other use requires the prior written approval of the City Contract 
Administrator. Such Other Activities may be attended by Members, prospective Licensee 
members, and members of other railroad clubs, at the invitation of the Licensee. Other Activities 
are limited to a maximum of forty (40) hours per week unless approved by the City Contract 
Administrator. 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 (i) to provide Services to 
the general public during the Operating Hours, (ii) to conduct the Other Activities only during the 
times authorized by the City Contract Administrator as set forth in Section 5.2 above, and (iii) for
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Contract No. 2026-126-COS
Licensee and its Members to operate the Exhibit for Licensee use and to perform work, 
maintenance, repair, and improvement of the Exhibit only during the times set forth in Exhibit “A”; 
provided, however, that the City may restrict Licensee’s access to the Use Area if the City 
determines there is a threat to public health or safety.
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 Members, 
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.). Additionally, the Licensee shall provide the City With sufficient 
information so the City can verify that each Service Provider is not on the national sex offender 
registry before Licensee permits a Service Provider within the Use Area.
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, regulations, and City Code 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 apd made a part of this Agreement. There is an 
Exhibit “B” to this Agreement.
6.
Consideration: Fees.
6.1 Consideration. As and for consideration for rights and privileges which are the 
subject of this Agreement, the Licensee agrees to provide the Services described in Section 5
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Contract No. 2026-126-COS
above, which the City regards as serving a valuable public purpose and constituting fair and direct 
consideration that is substantially equal to the City’s expenditure. There shall be no license fees.
6.2 “Holdover” Use Fee. In the event of “holding over" as described in Section 13.5 
below, “Holding over,” the Licensee shall pay the City $10.00 per day, which is due on the first 
City working day of the month for the usage during the previous month.
7. 
Utilities. The City shall arrange and pay for all utilities furnished to the Use Area, including 
electricity, gas, water, sewer, and fire and public safety services, for the Term of this Agreement. 
There shall be no additional charges to the Licensee for these services.
8. 
Meetings with City. The Licensee agrees that it will meet with the City Contract 
Administrator upon request throughout the Term to discuss matters of mutual concern and interest 
relating to the services being provided at the Facility.
9.
Maintenance.
9.1 
Maintenance: Janitorial Service: Inspection: Repair. The City shall maintain the 
structural elements, heating, cooling, lighting, 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 City is to 
provide janitorial and maintenance services in the Facility outside of the Use Area and in the 
overhead. 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 limit 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. Members with keys are not permitted to allow others to use their keys. The Licensee 
shall report any changes, or additions of persons authorized to have keys to the City Contract 
Administrator, in writing, within ten (10) calendar days of the time that a change or addition is 
made. For security purposes, the Licensee shall report any deletions of persons authorized to 
have keys, including Members leaving the organization, to the City Contract Administrator, in 
writing, no later than the time that the person’s access is no longer required or is terminated by 
Licensee (e.g., when a Member leaves the organization).
9.3.1 Reporting: Replacement Costs. The Licensee shall immediately report 
lost, missing, or stolen keys to the City Contract Administrator. 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.
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Contract No. 2026-126-COS
9.3.2 
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. 
Nothing in the preceding sentence shall be deemed to prevent Licensee from recovering from a 
third party the costs of any such damage to the extent the damage was caused by a third party.
9.3.3 
Risk of Loss. The Licensee is not required to purchase property insurance 
coverage for its own property 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. 
Nothing in the preceding sentence shall be deemed to prevent Licensee from recovering from a 
third party the costs of any such loss to the extent the loss was caused by a third party.
10. 
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 the Licensee, its members, or agents 
or as a result of the Services, the Licensee shall, at its sole cost and expense, (i) provide funds 
to the City to restore the City’s real or personal property and (ii) restore the Licensee’s property, 
as applicable.
11. 
Contract Administrator.
11.1 
City Contract Administrator. Parks and Recreation Manager Stephanie Tippett 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 and by June 30 of each year of the 
Term, the Licensee shall furnish to the City Contract Administrator the contact information, 
including phone numbers, email addresses, and emergency contact information, for the 
Licensee’s Contract Administrator.
12. 
Notice. Any notice required or permitted to be given pursuant to this Agreement, unless 
othenwise 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
City of Scottsdale
8055 East Camelback Road
Scottsdale, AZ 85251
ATTN; Senior Director Parks and Recreation
Licensee
Paradise and Pacific Railroad 
7330 East Greenway Street 
Mesa, AZ 85207 
ATTN: Dana Price, President
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Contract No. 2026-126-COS
Copy to: 
City Attorney 
Copy to; Paradise and Pacific Railroad
3939 North Drinkwater Blvd 
16132 Andrew Drive
Scottsdale, AZ 85251 
Fountain Hills, AZ 85268
ATTN; Guy Ferranti, Treasurer
Paradise and Pacific Railroad 
7231 East Portobello Avenue 
Mesa, AZ 85212 
ATTN; Wayne Rowe, Secretary
13. Termination: Cancellation. The City Contract Administrator is authorized to exercise the 
termination provisions set forth in this Agreement on behalf of the City.
13.1 
Termination for Cause or Convenience. The City may terminate this Agreement for 
cause or convenience by giving the Licensee thirty (30) days’ written notice, as provided in Section 
12 above. Notice. The Licensee may terminate this Agreement for cause or convenience by giving 
the City thirty (30) days’ written notice as provided in Section 12 above. Notice.
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, the City 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 Licensee, 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 obligations under this Agreement are not appropriated by the Scottsdale 
City Council, the City may terminate this Agreement by giving notice to the Licensee. The City agrees 
to use its best efforts to give notice of such termination to the Licensee at least fourteen (14) days 
prior to the end of the City’s then-current fiscal period. Termination in accordance with this provision 
will not constitute a breach of this Agreement by the City. No person will be entitled to any 
compensation, damages, or other remedy from the City 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) day’s 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;
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Contract No. 2026-126-COS
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 frorn 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 thirty (30) City working days, the City, may remove and store any such property in 
a public warehouse or at a 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. 
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 contractor, 
independent contractor, subcontractor, volunteer, employee, 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, contrafetor’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. 
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.
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Contract No. 2026-126-COS
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.
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.
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 on or before the annual anniversary date of 
this Agreement, 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 and the 
Parties’ names, and shall be sent to the designated City Contract Administrator - currently, 
the McCormick Railroad Park Manager, at 7301 East Indian Bend Road, Scottsdale, Arizona 
85250 or stippett@scottsdaleaz.gov and the City of Scottsdale Senior Real Estate Manager, 
at City of Scottsdale, Real Estate, 7447 East Indian School Road, Suite 205, Scottsdale, 
Arizona 85251 or 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 fonward renewal Certificates within ten 
(10) days after the renewal date containing all the aforementioned insurance provisions.
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Contract No. 2026-126-COS
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 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 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.
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. 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.
15.7.3.2 
[Intentionally omitted.]
15.7.3.3 
[Intentionally omitted.]
15.7.3.4 
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.
16. 
Non-Assignability. The rights, privileges, and responsibilities of the Licensee under this 
Agreement are non-assignable.
17. 
City's Remedies.
17.1 Available Remedies. If either party breaches any provision of this Agreement, the 
other party will have all remedies that are available to it at law or in equity including, without 
limitation, the remedy of specific performance.
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Contract No. 2026-126-COS
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 this Agreement.
18. 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 
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. 
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 
Force Maieure. Neither party will be responsible for delays or failures in 
performance resulting from acts beyond its control. These acts include, but are not limited to, acts 
of God, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, 
communication line failures, or power failures.
18.6 
Taxes. Liens, and Assessments. 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, other performances under this 
Agreement by either party, and all possessory interest in the Use Area and improvements and
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Contract No. 2026-126-COS
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 assessed or 
imposed on the Licensee’s specific activities, and not for any general Facility tickets or fees.
18.7 
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.
18.8 
Arizona Leoal 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 statutes relating to employees.
18.9 
Boycott of Israel. By executing this Agreement, Licensee certifies that it is not 
currently engaged in, and for the duration of this Agreement agrees not to engage in, boycott 
activities proscribed by A.R.S. §§ 35-393 et seq.
18.10 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.
18.11 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.
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Contract No. 2026-126-COS
18.12 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^
18.13 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.
18.14 Exhibits. All Exhibits referred to in this Agreement are hereby incorporated by this 
reference.
18.15 Counterparts. This Agreement may be executed in any number of counterparts, 
all such counterparts shall be deemed to constitute one and the same instrument and each of 
said counterparts shall be deemed original hereof.
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.
IN WITNESS WHEREOF, the Parties have executed this Agreement by signing their 
signatures, as of the day and date first written above.
PARADISE AND PACIFIC RAILROAD, 
an Arizona non-profit corporation
Dana Price 
President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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Contract No. 2026-126-COS
ATTEST:
Ben Lane, City Clerk
APPROVED AS TO FORM:
Luis E. Santaella, City Attorney
By: Lindsay Hampshire, Asst. City Attorney
REVIEWED BY:
CITY OF SCOTTSDALE, an Arizona 
municipal corporation
Lisa Borowsky, Mayor
George Woods Jr.
Risk Management Director
Nick Molinari
Senior Director, Parks & Recreation and Preserve
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Contract No. 2026-126-COS
TABLE OF EXHIBITS
Exhibit 
Title
A 
Diagram of Use Area and Times of Use
B 
Additional Terms and Conditions
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1

Contract No. 2026-126-COS
Exhibit “A”
DIAGRAM OF USE AREA AND TIMES OF USE 
Model Railroad Building at McCormick-Stillman Raijroad Park
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1250
o
SJW.R.H .5 Workroom
fTl
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Sun N Sand Workroom
m
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P a P Workroom 
299Sqft
Scottsdale Model Railroad 
HistoricalSode^ 
Layout: 
1280Sqft.
Sun N Sand 
Model Railroad Club 
Layout: 
1280Sqft.
Paradise & Pacific 
Railroad 
Layout:
1280 Sq ft.
“Vjh
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Z-Scale
J
ZGuys
Model Railroad Club 
Layout:
72 Sq ft.
* The Use Area includes a wall display unit next to the work room. Licensee and its Members may use the Use Area to operate the 
Exhibit for Licensee use and to perform work, repair, and maintenance on the Exhibit daily from 5:00 a.m. to 11:59 p.m. Other time 
restrictions for the Use Area are as set forth in Section 5.3 of the Agreement.
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EXHIBIT “A” 
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Contract No. 2026-126-COS
Exhibit “B”
ADDITIONAL TERMS AND CONDITIONS
The following additional terms and conditions shall apply to the Agreement between the Parties:
I. 
Revenues and Financial Records.
(a) 
Donations. The Licerisee may solicit and accept donations from the public 
to help offset costs incurred in providing Services. All donations received during the term of this 
Agreement are required to be used for the operation, maintenance, and improvements of the 
Licensee’s activities in the Use Area. Merchandise donations will be used on the Exhibit, or 
donated to other clubs at the Facility, or may be sold with the proceeds used for the upkeep and/or 
improvement of the Exhibit.
(b) 
Storage Fees. The Licensee may charge its Members storage fees in the 
Use Area to help offset costs incurred in providing Services, pursuant to this Agreement. All such 
storage fees are required to be used for the operation, maintenance, and improvements of the 
Licensee’s activities in the Use Area.
(c) 
Fundraising Activities. The Licensee may conduct fundraising activities, 
only with the prior written approval of the City Contract Administrator, which shall not be 
unreasonably withheld, to help offset costs incurred in providing Services, pursuant to this 
Agreement. All revenue from such fundraising activities is required to be used for the operation, 
maintenance, and improvements of the Licensee’s activities in the Use Area.
II. 
Membership. The Services, which are the subject of this Agreement, will be 
offered to the general public. The City recognizes, however, that membership is available in 
Licensee’s organization and that the Licensee may charge dues for such membership, which may 
be used at the discretion of the Licensee. Membership in Licensee’s organization shall be offered 
to anyone, regardless of race, color, religion, sex, age, national origin, or disability.
III. 
Documentation. The Licensee will provide copies of its written policies, bylaws, 
membership requirements and restrictions, current proof of non-profit status, and a current 
membership roster to the City Contract Administrator, at the time of commencement of this 
Agreement, and as may be requested by the City Contract Administrator thereafter.
IV. 
Access: Security. In addition to the provisions of Section 9.3 of this Agreement, 
the Licensee agrees to the following:
(a) 
Locking Doors. It is the responsibility of the Licensee and its Members to 
lock all doors to/in the Use Area when they leave if it is after or outside of public/staffed hours. 
Members are not permitted to allow members of the public into the portion of the Use Area where 
the Exhibit is located.
(b) 
Terminating Access. At its sole discretion, with or without cause, either the 
City or the Licensee may terminate the access privileges of any Member.
(c) 
Unused Keys. The Licensee shall return to City any unused keys or key 
cards as soon as possible.
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Contract No. 2026-126-COS
(d) 
Cost for Replacing Keys. The cost of the replacement of lost, missing or 
stolen key cards, at the time of this Agreement, is $9.70 per key card, which is subject to change 
at any time at the sole discretion of the City.
(e) 
Electrical Access. Members will not access breaker boxes, or do any 
electrical work within the Use Area, other than the wiring necessary for the Exhibit. Small power 
tools may be used in the Exhibit area provided they do not create a safety issue or create dust 
detrimental to the Model Railroad Building operations.
V. 
Improvements to Use Area. The City has not promised to and is hot obligated in 
any manner to make any improvements or alterations to the Use Area. The Licensee shall not 
make improvements or alterations to the Use Area without the prior written approval of the City 
Contract Administrator. Changes that do not result in a betterment of the Use Area wiil not be 
approved. Upon the termination or cancellation of this Agreement, for any reason, or its 
expiration, any and all improvements made to the Use Area by the Licensee, including, but not 
limited to bench work, rails, scenery, track, and wiring (as defined in Section 5.1.1 of the 
Agreement), shall become the property of the City.
VI. 
Chemicals. Any and all chemicals used by the Licensee in providing Services, 
pursuant to this Agreement, will be kept in an Occupational Safety and Health Administration 
(“OSHA”) approved chemical cabinet in the Use Area. Licensee shall be responsible for 
purchasing the chemical cabinet. All chemicals are required to have a material safety data sheet 
or regulatory equivalent (“MSDS”), which will be placed together in a notebook by the Licensee 
and located in an area where it can be easily located and accessed. No chemicals, or cleaning 
of tools, are permitted in the public restrooms or showers.
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EXHIBIT “B” 
Page 2 of 2