Supporting Document (e836767b...)

Item 17
CITYCOUNCIl
REPORT
i
Meeting Date:
General Plan Element: 
General Plan Goal:
ACTION
June 9, 2026
Economic Vitality
Encourage high quality retail and entertainment
Authorize a new Revocable Outdoor Pining License Agreement. Adopt Resolution 13672 authorizing a new 
Revocable Outdoor Dining License Agreement with 5-^ Avenue Scottsdale LLC ("Licensee")Contract No. 2026- 
069-eoS, for an outdoor dining patio in City right of way.
BACKGROUND
The purpose of this action is to approve a new Revocable Outdoor Dining License Agreement ("Agreement") 
with 5*'’ Avenue Scottsdale LLC pn City property. The license area consists of two separate patio areas (on 
both the south and east sides of the business) totaling approximately 464 square feet. The new patio areas 
were approved through the City Planning & Development Department.
This outdoor dining license will not impact any on-street parking spaces or existing sidewalks. Historically, 
the City has supported outdoor dining activities to energize downtown areas.
ANALYSIS & ASSESSMENT
Recent Staff Action
The patio locations will not impact access to, or operation of, pedestrian movement along 5*'’ Avenue and 
Scottsdale Road. The terms of the License Agreement are similar to other outdoor dining license agreements 
within the downtown area, and include the following provisions:
A five-year license, with 2 additional 5-yr extensions options.
Either party may cancel the license with a 30-day written notice.
The base use fee will be $4537.92 a year with an annual 3% escalation each July thereafter beginning 
on July 1, 2027.
RESOURCE IMPACTS
Available funding
No City funding is required as a result of this action.
Staffing, Workload Impact
The Agreement will be administered by existing Transportation & Infrastructure Real Estate staff. The 
Licensee is responsible for all maintenance and operational costs of the outdoor dining areas.
Action Taken___________________________________________________
Blueink Bundle ID: a8xn665YBi

City Council Report | Revocable Outdoor Dining License Agreement with 5*^ Avenue Scottsdaie 
Maintenance Requirements
No significant maintenance requirements will result from this action. Minor upkeep of the adjacent 
landscaping and patio area is the responsibility of the property owner.
OPTIONS & STAFF RECOMMENDATION
Recommended Approach
Adopt Resolution 13672 authorizing Revocable Outdoor Dining License Agreement, city Contract No. 2026- 
069-COS for an outdoor dining patio.
Proposed Next Steps
If Council adopts Resolution 13672, Staff will finalize the agreement with Licensee and collect the first year's 
use fee.
Responsible Department(s)
Transportation & Infrastructure, Real Estate Services
STAFF CONTACTS (S)
Maria Muiser, Real Estate Asset Manager, (480) 312-7853 MMuiser@scottsdaleaz.gov
Alicia Gallardo, Real Estate Management Specialist, (480) 312-7692 AGallardoPscottsdaleaz.gov
APPROVED BY
Alison Tymkiw, Senior Director-City Engineer,
Transportation & Infrastructure
(480) 312-7760, atymkiw@scottsdaleaz.gov
5/22/26
Date
ATTACHMENTS
1. Resolution 13672
2. Location Map
3. Contract 2026-069-COS
Page 2 of 2
Blueink Bundle ID: a8xn665YBi

RESOLUTION NO. 13672
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE. 
MARICOPA COUNTY, ARIZONA AUTHORIZING A REVOCABLE 
OUTDOOR DINING LICENSE AGREEMENT ON CITY OWNED PROPERTY.
WHEREAS, Scottsdale's downtown is an important community asset providing 
significant economic, tourism and cultural amenities for Scottsdale's citizens, businesses and 
visitors.
WHEREAS, The City of Scottsdale ("City") is committed to maintaining and enhancing 
downtown to provide these important community benefits.
WHEREAS, Activating public spaces through outdoor dining patios and similar 
amenities increases the attractiveness of downtown to tourists and otherwise advances the 
prosperity of downtown and the broader community.
WHEREAS, Including such projects as part of downtown provides the potential for 
visitors to better experience the community and its amenities and heritage.
WHEREAS, City owns land interest or use rights surrounding the property located on 
the north side of 5“’ Avenue and the west Side of Scottsdale Road that is suitable for an outdoor 
dining patio (the “Use Area”)
WHEREAS, 5“’ Avenue Scottsdale, LLC, an Arizona limited liability company (the 
"Licensee"), is the owner of ah adjacent restaurant parcel at 7158 E. 5**’ Avenue (the "Licensee's 
Parcel").
BE IT RESOLVED by the Council of the City of Scottsdale as follows:
Section 1. The City Council hereby authorizes and directs the Mayor to 
execute on behalf of the City of Scottsdale, the Outdoor Dining License Agreement No. 2026- 
069-COS with 5“’ Avenue Scottsdale, LLC an Arizona limited liability company.
PASSED AND ADOPTED by the City Council of the City of Scottsdale this______
day of _________________ 2026.
ATTEST:
Ben Lane, City Clerk
CITY OF SCOTTSDALE, 
an Arizona municipal corporation
Lisa Borowsky, Mayor
19205503
Resolution 13672 
Page 1 of 2
Attachment 1

APPROVED AS TO FORM: 
OFFICE OF THEvCITY ATTORNEY
L\^E. Santaella, City Attorney 
By; Joe Padilla, Deputy City Attorney
19205503
Resolution 13672 
Page 2 of 2

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ATTACHMENT 2
PROJECT TITLE
LOCATION MAP
OEPT OF I DRAWN I DATE 
I SCALE
CPM I RAHI 04/261 NTS
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I 1 OF 1
CITY OF,.
SCOnSDALE

WHEN RECORDED RETURN TO:
CITY OF SCOTTSDALE
Attn: Real Estate Services
7447 East Indian School Road, Suite 205
Scottsdale, AZ 85251
City of Scottsdale Agreement No. 2026-069-COS
Resolution No. 13672 
Licensee’s Parcel Address: 7158 E. 5**^ Avenue
OUTDOOR DIMNG REVOCABLE LICENSE AGREEMENT
This OUTDOOR DINING REVOCABLE LICENSE AGREEMENT (the "Agreement") is made
and entered into this___ day of__________2026 (the “Effective Date”) by and between the
City of Scottsdale, an Arizona municipal corporation (the “City”), and 5*** Avenue Scottsdale, 
LLC, an Arizona limited liability company (“Licensee”). The City and the Licensee may each be 
referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
RECITALS
A. 
Pursuant to the Scottsdale City Charter, the Scottsdale Revised Code, and other 
state and federal laws, the City is empowered to regulate its streets, alleys, public easements, and 
other City-owned property and to grant, renew, deny, amend, and terminate licenses for, and 
otherwise regulate the installation of, outdoor patios located on property owned or controlled by 
the City.
B. 
City retains real property interests in certain real property comprising 
approximately Four Hundred Sixty-Four (464) square feet of land which is legally described and 
depicted on Exhibit A attached hereto (the "Use Area”).
C. 
Licensee owns a certain existing building (the “Licensee’s Building”) located upon 
certain land (the “Licensee’s Parcel”) which are described on Exhibit B attached hereto. The 
Licensee’s Parcel is located at 7158 E. 5* Avenue, Scottsdale, AZ and identifiable as of the 
Effective Date as APN 173-50-101B. Licensee warrants and represents that Licensee owns fee 
title to Licensee’s Parcel and Licensee’s Building.
D. 
Licensee desires to use the Use Area solely for service of food and beverages 
(including alcohol) that have been prepared in Licensee’s Building and will be immediately 
consumed by guests in and on the Use Area (the “Permitted Use”).
E. 
City desires to reserve rights to construct and use additional improvements upon 
the Use Area subject to the requirements of this Agreement.
NOW, THEREFORE, for and in consideration of the foregoing, the amounts hereinafter to be paid 
by Licensee, and the covena:nts and agreements contained herein to be kept and performed by 
Licensee, and other good and valuable consideration. City and Licensee agree as follows:
Page 1 of 28
Attachment 3
Contract No. 2026-069-COS

TERMS
ARTICLE 1. USE
1.1.
1.2.
1.3.
1.4.
Incorporation of Recitals. The Recitals above and any and all Exhibits referenced within 
are incorporated herein by reference.
Grant of License. City hereby grants to Licensee a non-exclusive, revocable license to use 
the Use Area for the Permitted Use conditioned upon Licensee's full, timely, complete, and 
faithful performance of all terms and conditions of this Agreement by Licensee, and 
Licensee hereby accepts the license and this Agreement.
Permitted Use. Licensee shall only use the Use Area for the service of food and beverages 
(including alcohol) that have been prepared in Licensee’s Building and that will 
immediately be consumed by guests in the Use Area. No other activity shall be conducted 
at or from the Use Area.
Use Restrictions. Licensee shall conform and shall cause its customers, employees, 
workers, and other persons using the Use Area pursuant to this Agreement to conforrh to 
the Permitted Use and any restrictions outlined herein. The Permitted Use is restricted as 
follows:
1.4.1. Cooking. No Cooking or food preparation is allowed in the Use Area.
1.4.2. Restaurant Operation Required. Licensee shall only use the Use Area in connection 
with and as an integral part of a full-service, sit-down restaurant within Licensee’s 
Building, with a menu and under a manager and/or operator of the Licensee’s 
Building. Licensee shall operate Licensee’s restaurant within Licensee’s Building 
as a restaurant and not as a bar or other type of establishment. For purposes of this 
Agreement, a restaurant is defined as an establishment that either offers only food 
and no alcohol without coiiditibns or offers both food and alcohol with the 
following conditions:
1.4.2.1. 
The restaurant has in-operation, on-site, full-service kitchen within the 
Licensee’s Building that is used to prepare and cook (and not just heat 
or warm) entrees ordered by individual customers.
1.4.2.2. 
When the kitchen is open, the restaurant’s main menu offers at least ten 
(10) different food entrees. Upon request by the City, Licensee shall 
provide a copy of the main menu.
1.4.3. Animals. Licensee shall allow in the Use Area service animals and emotional 
support animals as required by the American with Disabilities Act. Pets on leashes 
are also permitted if allowed by applicable laws and regulations.
1.4.4. Time Restrictions. All activities at the Use Area must start no earlier and conclude 
no later than allowed by law. Licensee shall hot use the Use Area outside the
Page 2 of 28
Contract No. 2026-069-COS

general operation hours permitted by law, special permit or any city imposed 
operating time restrictions.
1.4.5. Noise. Except as City may specifically allow from time to time under an approved 
Special Event or Conditional Use Permit, outdoor music and sound equipment, 
sources, and devices that intentionally emit sound (except for safety alarms) are 
prohibited at the Use Area.
1.5. 
Video Equipment. Licensee shall not use televisions, computer monitors, video screens, 
video displays, video projectors, or other equipment for displaying video images, signals, 
or patterns at the Use Area. City may elect to temporarily suspend this paragraph in whole 
or in part from time to time subject to such conditions or requirements as City may desire 
from time to time under an approved Special Event or Conditional Use Permit.
1.6. 
Liquor License. Any liquor license that Licensee holds at the Use Area shall be limited to 
the Use Area and the Licensee’s Building. This Agreement does not create in Licensee 
any rights with respect to alcohol service outside the Use Area. Upon termination of this 
Agreement for any reason. Licensee shall cause the Use Area to be removed from the scope 
of its liquor license. Licensee shall cause all alcohol served at the Use Area to be consumed 
inside the required barrier at the Use Area or inside Licensee’s Building.
1.7. 
Standards of Service. In entering into this Agreement, City and Licensee have foremost in 
mind providing the public food and beverage services and facilities of the highest quality. 
Without limitation. Licensee shall operate the Use Area in a first-rate manner.
1.8. 
Security. Except as City may specifically allow from time-to-time. Licensee shall require 
at least the following level of staffing and expertise for the Permitted Use at the Use Area:
1.8.1. If City requests, Licensee shall hire one or more security guards for the Use Area 
with such qualifications as City may reasonably request.
1.8.2. Licensee’s outdoor security efforts shall equal or exceed Licensee’s security efforts 
inside Licensee’s Building.
1.8.3. Licensee shall be responsible for all aspects of security and safety at the Use Area 
regardless of whether City influences or participates in Licensee’s security or safety 
programs.
1.9. 
Conduct at Use Area. Noisy, unruly, inebriated, disorderly, lewd, adult oriented behavior 
or other unlawful conduct of any description at the Use Area and Licensee’s Parcel is 
strictly prohibited.
1.10. 
Common Areas. Subject to current and future regulations and policies governing the use 
of, and access to, the Use Area, Licensee, its officers, employees, agents, patrons and 
invitees, and its suppliers of services and furnishers of materials shall have the right of 
ingress to and egress from the Use Area through such portions of the Adjacent City 
Property as are open to the public for that purpose from time to time. Such right is strictly 
limited to ingress and egress.
Page 3 of 28
Contract No. 2026-069-COS

1.11. 
Adjacent City Property Operations. Licensee acknowledges that Licensee's use of the Use 
Area shall be subject and subordinate to use of the Adjacent City Property. Licensee's use 
of the Use Area shall not be permitted by Licensee to in any way adversely affect City's 
use or operation of the Adjacent City Property.
1.11.1. Obstructing Traffic. Licensee and its customers shall not obstruct or interfere with 
the use of the Adjacent City Property including without limitation any walkways, 
sidewalks, driveways, vehicle lanes, or other areas adjacent to the Use Area and 
shall at all times maintain safe, convenient, and free pedestrian and vehicular access 
along the Adjacent City Property. City may require that such access includes 
pedestrian access passing through the Use Area.
1.12. 
Hazardous Materials. Licensee shall not produce, dispose, transport, treat, use or store any 
hazardous waste or materials or toxic substance upon or about the Use Area or any 
substance now or hereafter subject to regulation under any law. The preceding sentence 
does not prohibit use of ordinary janitorial supplies used to clean and maintain the Use 
Area. Licensee shall pay, indemnify, defend, and hold City harmless against any loss or 
liability incurred by reason of any Toxic Substance on or affecting the Use Area and the 
Adjacent City Property occurring after the date of this Agreement and shall immediately 
notify City of any Toxic Substance at any time discovered or existing upon the Use Area. 
Licensee understands the hazards presented to persons, property, and the environment by 
dealing with Toxic Substances. Licensee shall cause any on-site or off-site storage, 
treatment, transportation, disposal, or other handling of Toxic Substance by Licensee in 
connection with the Use Area to be performed by persons, equipment, facilities and other 
resources who are at all times properly and lawfully trained, authorized, licensed, and 
otherwise permitted to perform such services.
1.12.1. Name of Business. Licensee shall operate the Use Area and Licensee’s Building 
under the same name.
1.12.2. Prohibited Names. Licensee shall not use in connection with any operations at the 
Use Area any name that directly or indirectly refers to or contains any part of City's 
name or otherwise suggests a connection between City and Licensee or Licensee's 
activities. Licensee shall also not use in connection with its operations at the Use 
Area any name associated with products or purveyors of any sort of alcohol other 
than Licensee’s own name, if applicable, tobacco, adult entertainment, or gambling 
related products or services.
ARTICLE 2. TERM
2.1. 
Term. The original term of this Agreement shall be for a period of five (5) years 
commencing on the first day of July 1, 2026 (the “Commencement Date”) and ending on 
June 30, 2031 (the “Original Term”).
2.2. 
Renewals. The Original Term may be renewed for up to two (2) additional five (5) year 
periods, each a “Renewal Term”, upon mutual written agreement by Contract
Page 4 of 28
Contract No. 2026-069-COS

Administrator and Licensee. The Original Term and any Renewal Term are collectively 
referred to herein as the “Term.”
2.3. 
Holding Over. If Licensee remains in possession or occupancy of the Use Area after 
expiration of the Term, such holding over shall operate as a limited renewal or extension 
of this Agreement from month to month that may be terminated at any time by City upon 
thirty (30) days’ notice to Licensee or by Licensee upon sixty (60) days’ notice to City. 
Licensee may remain in holdover status up to six (6) months after which time this License 
will automatically terminate and may not be renewed.
2.4. 
Termination Rights. Either party shall have the unilateral right to terminate this Agreement 
for any reason whatsoever or for no reason at any time upon thirty (30) days’ written notice 
to the other party. If this Agreement is terminated prior to the end of the term, the City 
will reimburse Licensee a prorated Use Fee for the prepaid balance of the term based on a 
monthly proration.
ARTICLE 3. USE AREA
3.1. 
Condition of Use Area. Licensee has examined, studied and inspected the Use Area, the 
Adjacent City Property, and all other property associated with this Agreement and its 
environs. The Use Area is being made available in an "as is" condition without any express 
or implied warranties of any kind, including without limitation any warranties or 
representations as to their condition or fitness for any use. Licensee has obtained such 
information and professional advice as Licensee has determined to be necessary related to 
this Agreement, the Use Area, or this transaction.
3.2. 
Rights in Adjacent Property. Without limitation, in the event any public right-of-way or 
other public or private property at or adjacent to the Use Area is dedicated, abandoned, or 
otherwise acquired or disposed of by City, such property shall not accrue to this Agreement 
but shall be City's only.
3.3. 
No Real Property Interest. Notwithstanding any provision hereof to the contrary, and 
notwithstanding any negotiation, correspondence, course of performance or dealing, or 
other statements or acts by or between the parties. Licensee’s rights are limited to the Use 
Area and Licensee’s rights in the Use Area are limited to the specific limited license rights 
created by this Agreement, which creates only a revocable license in the Use Area. City 
and Licensee do not by this instrument intend to create a lease, easement, or other real 
property interest. Licensee shall have no real property interest in the Use Area or the 
Adjacent City Property.
3.4. 
Reservations. City specifically reserves to itself and excludes from this Agreement a non­
exclusive delegable right (the “Reserved Right”) over the entire Use Area (including any 
area that may otherwise be for Licensee’s exclusive use) as follows:
3.4.1. City may use and allow others to use the Use Area and any existing or future 
improvements upon the Use Area and to construct, open, repair, use, and otherwise 
deal with all manner of improvements at any location upon the Use Area to the 
extent such uses and improvements do not, in City's reasonable discretion,
Page 5 of 28
Contract No. 2026-069-COS

materially and substantially impair Licensee's ability to use the Use Area under the 
terms of this Agreement. For example, and without limitation, City may construct 
additional utilities upon the Use Area and may perform work related to traffic 
conditions; public health, safety or welfare; street abandonment; street or other 
utility or improvement construction or repair; change or establishment of street 
grade; and installation or other work relating to sewers, drains, water pipes, power 
lines, signal lines, transportation facilities, paveinent, sidewalks, drainage works, 
landscaping, utilities, tracks, or any other types of structure, work, or irnprovements 
of any description, whether or not included, within or related in any manner to any 
of the foregoing.
3.4.2. Neither City nor any agent, contractor or employee of City shall be liable to 
Licensee, its customers, or third parties for any service disruptioil or for any other 
harm caused them or their improvements or personalty due to City’ exercise of its 
rights under this Agreement.
3.4.3. City shall have the unilateral right to modify the entirety of the Use Area and 
Adjacent City Property from time to time during the Terrri. City may also 
unilaterally regulate, reroute, close, and otherwise alter pedestrian and vehicular 
traffic access to the Use Area and Adjacent City Property and travel within any area 
of the Use Area and Adjacent City Property without Licensee’s consent. The 
preceding sentence does not allow City to provide less access, if any, to the 
Licensee’s Parcel than City would be required to provide to the Licensee’s Parcel 
under applicable law if City and Licensee had not entered into this Agreement.,
3.4.4. Upon City's request to exercise its Reserved Right, Licensee at its expense shall 
protect, support, disconnect, relocate, and remove Licensee's property and 
improvements at its own expense upon ten (iO) days’ notice from City or such 
shorter notice (or no notice) as City may determine to be practical in the 
circumstances. Within thirty (30) days after City finishes exercising its Reserved 
Right, Licensee at Licensee’s ex;pense shall replace any item temporarily removed. 
City may perform any such work not performed by Licensee, and Licensee shall 
reimburse City for its actual costs of such work.
3.4.5. All new improvements or equipment constructed or installed by City shall be for 
City's exclusive, delegable use.
3.4.6. Licensee shall actively cooperate with City to facilitate City’s exercise of the 
Reserved Right.
3.4.7. Except in an emergency, entries by Cify, other public agencies, utility providers 
and other persons and entities shall be made only after reasonable notice to 
Licensee.
3.5. Prior Contracts and Condition of Title. City does not warrant title to the Use Area or
adjacent City property. Licensee is responsible to complete independent research it deems
necessary regarding condition of title. Licensee's rights hereunder are subject to all
Page 6 of 28
Contract No. 2026-069-GOS

covenants, conditions, restrictions, easements, agreements, liens, reservations, and 
eneumbrances upon, and all other reeorded or unrecorded matters or conditions of title to, 
regarding the Use Area.
ARTICLE 4. USE FEE
4.1. 
Use Fee. Licensee shall pay to City a fixed annual amount (the “Base Use Fee”) based on 
Licensee’s use of the Use Area. The Base Use Fee does not include rental tax or any other 
amounts or fees required by this Agreement or other local. State, or Federal jurisdictions. 
Licensee shall pay to City all other amounts required by this Agreement (together, the Base 
Use Fee and all other amounts are collectively deemed the “Use Fee”).
4.2. 
Base Use Fee Amount. The amount of the Base Use Fee per each calendar year shall be 
Four Thousand, Five Hundred Thirty-Seven Dollars and 92/100 Cents ($4,537.92).
4.2.1. Prorated First Year Base Use Fee Amount. The amount of the prorated Base Use
Fee for the Commencement Date through June 30, 20____ shall be
________ ^N/A_____________ ($________ ) plus applicable county & city rental
taxes.
4.2.2. Holdover Base Use Fee Amount. In the event of a holdover, Licensee shall pay 
City one-hundred fifty percent (150%) of the Base Use Fee amount that is in effect 
immediately prior to the holdover commencing.
4.2.3. Holdover Use Fee Payments. Licensee shall pay City one-twelfth (1/12) of the 
Holdover Base Use Fee Amount on the first day of the first month of the holding 
over and each month thereafter
4.3. 
Annual Adjustment. The Base Use Fee, including any holdover Base Use Fee, shall be 
adjusted upward on a fixed basis at a rate of three percent (3.0%) per annum on July of 
each year of this Agreement (the “Annual Adjustment”).
4.4. 
Use Fee Amounts Cumulative. All amounts payable by Licensee hereunder or under any 
tax, assessment, or other existing or future ordinance or other law of the City of Scottsdale 
or the State of Arizona shall be cumulative and payable in addition to each other payment 
required hereunder, and such amounts shall not be credited toward, substituted for, or set 
off against each other in any manner.
4.5. 
Use Fee Payment Schedule. Licensee shall pay City in advance and without demand the 
Use Fee in two semi-annual installments on or before each June 25'*’ and December 25'*’ of 
the Term, except as follows;
4.5.1. First Year Use Fee Payment. Licensee shall pay City the Use Fee for the first partial 
year of this Agreement no later than fifteen (15) calendar days after the 
Commencement Date.
Page 7 of 28
Contract No. 2026-069-COS

4.6. Construction Period Use Fee Credit. A credit (the “Construction Period Credit”) shall 
accrue during a Construction Period as defined in Article 8. The creditfor the Construction 
Period only applies if all the following are true:
4.6.1.1. 
Licensee has ceased its business operations within the Use Area and/or 
the Licensee Parcel during city approved construction activities. 
Licensee’s tables, chairs, and.other moveable items (such as umbrellas, 
planters, tools, supplies, and other items) are not permitted to be located 
ill the Use Area during the Construction Period
4.6.1.2. 
Construction of the improvements will take no less than 1 year and no 
more than 2 years to complete. Any extension of construction beyond 2 
years must be requested in writing by licensee and approved by City.
4.6.1.3. 
Licensee is responsible for providing a copy of the Construction Permit 
and final Permit approval as defined in 8.1.1,3, to the contract 
administrator to receive the Construction Period Credit.
4.6.2. The Construction Period Credit shall be calculated as follows:
4.6.2.1. 
The Base Use Fee amount that is in effect at the beginning of the: 
Installment Period in which the Construction Period begins; Divided by 
three-hundred and sixty-five (365); Divided by two (2). Multiply the 
result by the number Of full consecutive days in the Construction Period.
4.6.3. Construction Period Credit Example: Annual installment of $9,000.00 and a 
Construction Period of 450 days: $9,000 365 ^ 2 x 450 = $5,547.95.
4.6.4. Licensee shall qualify for the Construction Period credit upon final city approval of 
the construction. The Construction Period Credit shall be applied to Licensee’s 
Account.
4.7. Dark Period Use Fee Credit. A credit (the “Dark Period Credit”) against the Base Use
Fee shall accrue during certain periods when Licensee temporarily ceases using the Use
Area as follows:
4.7.1. A Dark Period occurs only if all of the following are true:
4.7.1.1. 
All business operations on the Use Area and/or Licensee’s Parcel 
completely cease for not less than sixty (60) consecutive calendar days 
and not more than three hundred and sixty-five (365) consecutive 
calendar days. Complete cessation of business operations means that 
no business of any Idnd is being conducted and that the Use Area is 
completely vacant of Licensee’s tables, chairs, and other moveable 
Items (such as umbrellas, planters, tools, supplies, and other items).
4.7.1.2. 
Any Dark Period heyond three hundred and sixty-five (365) days shall 
result in automatic termination of this Agreement, and Licensee shall be
Page 8 of 28
Contract No. 2026-069-COS

4.7.1.3.
required to remove all improvements and personal property in 
accordance with Article 11 of this Agreement.
Licensee gives City written notice of the beginning of a Dark Period a 
minimum of ten (10) days before the Dark Period begins and 
immediately upon the End of the Dark Period.
4.8.
4.7.2. Dark Period Credit amount shall be calculated as follows:
4.7.2.1. 
The Base Use Fee amount that is in effect at the beginning of the 
Installment Period in which the Dark Period begins; Divided by three- 
hundred and sixty-five (365); Divided by two (2). Multiply the result by 
the number of full consecutive days in the Dark Period.
4.7.2.2. 
Dark Period Credit Example: Annual installment of $5,000.00 with a 61
day dark period: $5,000 ^ 365 2x61= $417.81
4.7.3. A Dark Period Credit shall, be applied against the next installment payment of the 
Base Use Fee following the end of the Dark Period. If this Agreement ends or if 
all or any part of a Dark Period Credit for any other reason cannot be used in 
conformance with these provisions, then it is extinguished.
4.7.4. All terms and provisions of this Agreement (e.g. Licensee’s obligations to provide 
insurance (less workman’s comp provisions) and indemnification and to maintain 
the Use Area in a clean and safe condition) shall remain in full force during any 
Dark Period.
4.7.5. City is not responsible to track whether a Dark Period has begun or ended and is 
hot obligated to accept anything other than proper and timely notice of the 
beginning or end of a Dark Period. Without limitation, if Licensee does not give 
proper and timely notices of both the beginning and the end of a Dark Period, then 
no Dark Period shall be deemed to have occurred regardless of whether a Dark 
Period might otherwise haye occurred.
Method of Payment. Unless and until City gives notice otherwise. Licensee shall pay City
as follows:
4.8.1. Licensee may mail payments to: City of Scottsdale, Remittance Processor, 7447 
East Indian School Road, Suite 215, Scottsdale, Arizona 85251. To ensure timely 
processing of physical payments. Licensee’s payment must: a) include Licensee’s 
billing account number from the invoice, b) include the City contract number as 
shown on this Agreement, and c) be made in the exact amount due; or
4.8.2. Licensee may pay online by visiting the vyebsite 
https://eservices.scottsdaleaz.gov/olpp/Home/Pay, selecting “General Billing”, 
entering its email address, account number and pin number, and then selecting 
“Make a Payment.”
Page 9 of 28
Contract No. 2026-069-CGS

5.1.
4.8.3. Late Fees. Use Fee is deemed paid only when City actually receives good cash 
payment or a check that is honored when first presented by City for payment. 
Should City not receive any Use Fee on or before the date due, a late fee shall be 
added to the amount due in the amount of ten percent (10%) of the amount due. 
Any Use Fee that is not timely paid shall also accrue simple interest at the rate of 
one and one-half percent (1 Vi %) per month from the date the amount first came 
due until paid. Licensee expressly agrees that the foregoing represent fair and 
reasonable estimates by City and Licensee of City’s costs (such as accounting, 
administrative, legal, and processing costs, etc.) caused by a delay in payment of 
the Use Fee. City may allocate payments received from Licensee among Licensee’s 
obligations.
For any questions regarding payment processing, please contact City’s accounts 
receivables department at accountsreceivable@Scottsdaleaz.gov or (480) 312-2437.
ARTICLE 5. SECURITY DEPOSIT
Security Deposit. Upon execution ofthis Agreement, Licensee shall deposit with City, and 
maintain with City at all times during the Term, a cash security deposit in the amount of 
One Thousand and 0/100 dollars ($1,000.00) to guarantee the faithtol performance ofthis 
Agreement (the “Security Deposit”). City shall retain the Security Deposit until the 
expiration, cancellation, or termination of this Agreement. Any funds or property of 
Licensee held by or available to City or any issuer of a letter of credit, receiver, escrow 
agent, or other third party under or related to this Agreement may, in City’s sole discretion, 
serve as all or a portion of the Security Deposit guaranteeing Licensee’s faithful 
performance of this Agreement. Any portion of the Security Deposit to which Licensee 
may be entitled after expiration, termination, or cancellation of this Agreement, net of any 
setoff or other obligation of Licensee, shall be paid by City to Licensee without interest no 
later than sixty (60) days after such expiration, termination, or cancellation and completion 
of all of Licensee’s obligations under this Agreement.
ARTICLE 6. CONTRACT ADMINISTRATORS
6.1. City Contract Administrator. The contract administrator for the City is the Real Estate 
Manager or her successor of designee (the “City Contract Administrator”). The City 
Contract Administrator shall oversee the administration of this Agreement.
6.2. 
Licensee Contract Adfninistrator. The contract administrator for Licensee is Greg 
Donnally, greg@otgscottsdale.com. or his successor of designee (the “Licensee Contract 
Administrator”). Licensee Contract Administrator will serve as a point of contact for the 
City Contract Administrator in matters relating to this Agreement.
6.3. 
Change in Contract Administrators. The Parties shall notify each other should either desire 
to change its contract administrator or contact information within ten (10) days of such 
change.
Page 10 of 28
Contract No. 2026-069-COS

ARTICLE 7. IMPROVEMENTS BY CITY
7.1. 
Improvements by City. City has not promised, and is not obligated in any manner, to make 
any improvements or perform any other construction or other work at the Use Area or the 
Adjacent City Property.
ARTICLE 8. LICENSEE IMPROVEMENTS
8.1. 
Licensee installation of private improvements. Licensee shall complete any construction 
of private improvements within the Use Area in accordance with all requirements of this 
Agreement. Improvements plans must be submitted to and approved by the Scottsdale 
Planning and Development Department.
8.1.1. Licensee improvements generally. The following provisions govern all 
improvements, repairs, installation, removal, demolition, and other construction 
work of any description by Licensee whether or not specifically described herein 
(collectively "Licensee's Improvements") upon or related to the Use Area;
8.1.1.1. 
All work shall be done strictly at Licensee's expense and paid for by 
Licensee. In no event, including without limitation, termination of this 
Agreement for any reason, shall City be obligated to compensate 
Licensee in any manner for any of Licensee's Improvements or other 
work provided by Licensee during or related to this Agreement.
8.1.1.2. 
Construction. No construction can occur without a city issued Permit.
8.1.1.3. 
Construction Period: The construction period shall commence on the 
date the city issues the required permit(s) to licensee and shall end upon 
the date licensee receives final approval of the improvements by 
inspection services and/or a Certificate of Occupancy.
8.1.2. Encroachment Permit. If the Use Area are located in City’s public street right-of- 
way, this Agreement serves as an encroachment permit under Chapter 47 of the 
Scottsdale Revised Code to the extent of granting permission frorh City for 
Licensee's private improvements to exist on the Use Area. Licensee shall not be 
required to obtain any further encroachment permit for the Licensee’s 
Improvements for that narrow purpose. However, Licensee shall obtain additional 
encroachment permits at Licensee’s expense as follows:
8.1.2.1. 
Licensee shall not alter or perform any work on the Use Area or 
Adjacent City Property without first obtaining a permit from City.
8.1.2.2. 
Licensee shall not in any way obstruct pedestrian or vehicular traffic in 
the right-of-way without first obtaining a permit from City.
8.1.2 3. Licensee shall apply for such encroachment permits and pay 
encroachment permit fees pursuant to normal encroachment permit 
processes.
Page 11 of 28
Contract No. 2026-069-COS

8.2.
8.1.3. Time for Completion. Licensee shall diligently and expeditiously pursue to 
completion the construction of all approved Licensee's Improvements.
Alterations and Modifications. City agrees that Licensee may, from time to time, desire to 
alter Licensee’s Improvements, whether by addition or deletion (the “Alterations”), as 
may be necessary or desirable for the Use, provided however that:
8;2.1. If Licensee desires to make Alterations, Licensee shall first submit a written request 
to City with detailed plans. Licensee shall not make any Alterations at the Use 
Area without City’s prior written consent, which shall not be unreasonably 
withheld.
8.3.
8.2.2. City consent shall be conditioned upon Licensee’s: (i) acquiring all applicable 
governmental permits; (ii) furnishing City with copies of both the permits and the 
plans and specifications prior to commencement of the work; and (iii) compliance 
with all conditions of said permits and other laws, covenants, or restrictions of 
record, regulations, and ordina:nces in a prompt and exjpeditious manner.
8.2.3. Licensee shall complete any Alterations at Licensee’s sole expense.
8.2.4. Licensee shall complete any Alterations in a good and workihanlike manner and 
subject to the terms and conditions in this Agreement.
Improvements upon Termination. Upon expiration, termination, or cancellation of this
Agreement, City, ip its sole discretion, shall determine the following:
8.3.1. City may require Licensee to transfer title to Licensee’s Improvements, equipment, 
and personal property of every description attached or affixed to the Use Area. In 
this event, title to Licensee’s Improvements'shall automatically vest in City without 
requirement of any deed, conveyance, or bill of sale, However, if City shall request 
any documents in confirmation thereof. Licensee shall promptly execute, 
acknowledge, and deliver the same to City. Licensee shall provide and assign to 
City all operating manuals, warranties, and similar materials pertaining to 
Licensee’s Irnprovements, equipment, and personal property transferred to City. 
City shall have no obligation to reimburse Licensee for all or any portion of the cost 
or value of Licensee’s Improvements.
8.3.2. In the alternative. City may require Licensee (at Licensee’s sole expense) to remove 
Licensee’s Improvements, equipment, and personal property of every description 
attached or affixed to the Use Area. In this event. Licensee shall repair the Use 
Area and City Property to match the adjacent finishes, and Licensee shall restore 
the Use Area and City property to its same condition prior to the Commencement 
Date, including without limitation reconstructing street and landscaping 
improvements. Unless City directs otherwise, wiring, pipes, and conduits shall be 
left in a good and safe condition with each end properly labeled and enclosed in 
proper junction boxes.
Page 12 of 28
Contract No. 2026-069-COS

ARTICLE 9. MAINTENANCE AND UnUIlES
9.1. 
Maintenance by Licensee. Licensee shall at all times repair, maintain, and replace the Use 
Area and all improvements and personalty thereon at Licensee's sole expense in a first- 
class, sound, clean, and attractive manner:
9.1.1. Licensee shall:
9.1.1.1. Monitor the cleanliness of the Use Area and take all necessary actions 
to maintain the cleanliness and safe use of both.
9.1.1:2. Provide adequate and sanitary handling and disposal, away from the Use 
Area and Adjacent City Property, of all trash, garbage, and other refuse. 
Piling of boxes, cartons, barrels, debris, or other items outside the Use 
Area or in a manner visible from outside the Use Area or in a manner 
visible to areas open to the public is prohibited.
9.1.1.3. 
Keep gutters and other areas within the Use Area and Adjacent City
Property clear of obstructions, litter, and debris.
9.2. 
Maintenance by City. City has no maintenance responsibilities regarding the Use Area.
9.3. 
Utilities. Licensee shall contract for and pay a:ll charges, fees, deposits, and other amounts 
for all utilities at the rates applicable thereto. Utility circuits must not be connected to 
City’s systems.
ARTICLE 10. BREACH BY LICENSEE
10.1. 
Breach by Licensee. Licensee shall comply with, perform, and do each thing required of 
Licensee herein, and Licensee's failure to do so shall be a breach by Licensee of this 
Agreement.
10.2. 
Events of Default. This entire Agreement is made upon the condition that each and every 
one of the following events shall be deemed an "Event of Default" and a material breach 
by Licensee of Licensee's material obligations under this Agreement:
10.2.1. If Licensee shall be in arrears in the payment of Use Fee and shall not cure such 
arrearage within ten (10) days after City has notified Licensee in writing of such 
arrearage.
10.2.2. If Licensee shall fail to maintain any insurance required by this Agreement.
10.2.3. If Licensee shall abandon the Use Area.
10.2.4. If any environmental, health, or similar inspector issues any notice of investigation 
or violation of health, environmental, or similar regulations in connection with 
Licensee's use of the Use Area or determines during any two or more; consecutive 
inspections that the same violation has been repeated or that the overall operation
Page 13 of 28
Contract No. 2026-069-COS

10.3.
falls materially below standards for first-rate, well-operated, similar facilities in 
Scottsdale, AZ.
10.2.5. If any assignment of any of Licensee's property shall be made for the benefit of 
creditors.
10.2.6. If any representation or warranty made by Licensee in connection with this 
Agreement or the negotiations leading to this Agreement shall prove to have been 
false in any material respect when hiade.
10.2.7. If the issuer of any guaranty, letter of credit, bond, or similar instrument shall fail 
for any reason to timely and fully honor any request by City for funds or other 
performance under the instrument.
10.2.8. If Licensee shall fail to timely pay any taxes or other amounts herein required to be 
paid by Licensee to any third person.
10.2.9. If Licensee shall fail to obtain or maintain any licenses, permits, or other 
governmental approvals from City or any other governmental body with respect to 
this Agreement, the Use Area, or the Permitted Use.
10.2.10. 
If Licensee shall fail to or neglect to do or perform dr observe any other 
provisions contained herein on its part to be kept or performed and such failure or 
neglect to do or perform or observe any of such other provisions shall continue for 
a period of thirty (30) days after City has notified Licensee in writing of Licensee's 
default hereunder.
10.2.11. 
If Licensee shall engage in a pattern of repeated failure (or neglect) to do or 
perform or observe any provision contained herein.
City's Remedies. Upon the occurrence of any Event of Default or at any time thereafter.
City may, at its option and from time to time, without further demand or notice, exercise
any or all or any combination of the following remedies in any order and repetitively at
City's option:
10.3.1. Terminate this Agreement.
10.3.2. Enter into and upon the Use Area, or any part thereof, and expel Licensee and those 
claiming by, through, or under it, and remove their effects, if any, forcibly if 
necessary, without being deemed guilty of trespass and without prejudice to any 
other remedy.
10.3.3. Enforce a lien (which is hereby granted to City) upon Licensee's property now or 
at any time hereafter at the Use Area securing all of Licensee's obligations 
hereunder.
10.3.4. Cause a receiver to be appointed for the Use Area and for the continuing operation 
of Licensee's business thereon.
Page 14 of 28
Contract No. 2026-069-COS

10.3.5. Pay or perform, for Licensee's account and at Licensee's expense, any or all 
payments or performances required hereunder to be paid or performed by Licensee.
10.3.6. Abate at Licensee's expense any violation of this Agreement.
10.3.7. Pursue at Licensee's expense any and all other remedies, legal or equitable, to which 
City may be entitled.
10.3.8. Refuse without any liability to Licensee therefore to perform any obligation 
imposed on City by this Agreement.
10.3.9. Be excused from further performance under this Agreement.
10.3.10. 
Notwithstanding anything in this Agreement to the contrary, unilaterally and 
without Licensee’s or any other person’s consent or approval, dravv upon, 
withdraw, or otherwise realize upon or obtaiin the value of any letter of credit, 
escrowed funds, insurance policies, or other deposits, sureties, bonds, or other funds 
or security held by City or pledged or otherwise obligated to City by Licensee or 
by any third party (whether or not specifically mentioned herein) and use the 
proceeds for any remedy permitted by this Agreement.
10.3.11. 
Insist upon Licensee's full and faithfulperformance under this Agreement and 
upon Licensee's full and timely payment of all Use Fees during the Term.
10.3.12. 
Assert or exercise any other right or remedy permitted by law.
10.3.13. 
Notice of Breach. Licensee shall promptly give notice to City of any event or 
circumstance that is (or with the passing of time or the giving of notice or both will 
become) an Event of Default.
10.3.14. Non-waiver. Licensee acknowledges Licensee's unconditional obligation to 
comply with this Agreement. No failure by City to demand any performance 
required of Licensee under this Agreement, and no acceptance by City of any 
imperfect or partial performance under this Agreement, shall excuse such 
performance or impair in any way City's ability to insist, prospectively and 
retroactively, upon full compliance with this Agreement. No acceptance by City of 
Use Fee or other performances hereunder shall be deemed a compromise or 
settlement of any claiim City may have for additional or further payments or 
performances. Any waiver by City of any breach of condition or covenant herein 
contained to be kept and performed by Licensee shall not be deemed or considered 
as a continuing waiver and shall not operate to bar or otherwise prevent City from 
declaring a default for any breach or succeeding breach either of the same condition 
or covenant or otherwise. No statement, bill or notice by City concerning payments 
or other performances due hereunder shall excuse Licensee from compliance with 
this Agreement nor estop City (or otherwise impair City's ability) to at any time 
correct such notice or insist prospectively and retroactively upon full compliance 
with this Agreement. No waiver of any description (including any waiver of this 
sentence or paragraph) shall be effective against City unless made in writing by a
Page 15 of 28
Contract No. 2026-069-COS

11.1.
11.2.
11.3.
duly authorized representative of City specifically identifying the particular 
provision being waived and specifically stating the scope of the waiver. Licensee 
expressly disclaims and shall not rely on any supposed waiver or other change or 
modification, whether by word or conduct or otherwise, not conforming to this 
paragraph.
10.3.15. 
Reimbursement of City's Expenses. Licensee shall pay to City upon demand 
any and all amounts expended or incurred by City in performing Licensee's 
obligations.
10.3.16. 
Inspection. City shall have access to the Use Area at all times upon reasonable 
prior notice (and at all times and without notice if there is an emergency) for the 
purpose of examining, inspecting, evaluating, planning, repairing, designing, 
maintaining, or showing the Use Area or exercising City's other rights hereunder. 
Licensee shall promptly undertake appropriate action to rectify any deficiency 
(identified by City during such inspections or otherwise) in Licensee's compliance 
with this Agreement. This paragraph does not limit City’s other rights of access to 
the Use Area elsewhere in this Agreernent or otherwise.
10.3.17. 
Default by City. Notwithstanding anything in this Agreement to the contrary, if 
City at any time is required to pay to Licensee any amount or render any 
performance, such amount or performance is not due until thirty (30) days after 
notice by Licensee to City that the amount has become payable or that the 
performance is due. If a cure cannot be affected during that period. City shall not 
be in default so long as City commences cure during the period and diligently 
prosecutes the cure to completion provided such cure must be completed within 
sixty (60) days after it is due.
ARTICLE 11. TERMINATION
Delivery of Possession. Upon the expiration, cancellation, or termination of this 
Agreement, Licensee shall, without demand, peaceably and quietly quit and deliver up the 
Use Area to 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 Licensee or City.
Surviving Obligations. Licensee’s obligations existing or arising prior to or simultaneous 
with, or attributable to, die expiration, cancellation, or termination of this Agreements or 
events leading to or occurring before such expiration, cancellation, of termination shall 
survive and not terrninate.
Abandoned Property. Any personal property and improvements of Licensee or persons 
claiming through Licensee that may be located at the Use Area at the expiration, 
cancellation, or termination of this Agreement shall be deemed to be abandoned and shall 
automatically at City’s election become the property of City to dispose of at City’s 
discretion without accounting to Licensee or to others.
Page 16 of 28
Contract No. 2026-069-COS

ARTICLE 12. INDEMNITY AND INSURANCE
12.1. 
Indemnification. To the fullest extent permitted by law, Licensee, its officers, employees, 
contractors, agents and assigns, shall defend, indemnify, and hold harmless City, its agents, 
representatives, officers, directors, officials and employees (the “Additional Insureds”) 
for, from, and against any and all claims or harm related to the performance of Licensee’s 
obligations under this Agreement (the “Indemnity”). Without limitation, the Indemnity 
shall include and apply to any and all allegations, demands, judgments, assessments, taxes, 
impositions, expenses, proceedings, liabilities, obligations, suits, actions, claims (including 
without limitation claims of personal injury, bodily injury, sickness, disease, death, 
property damage, destruction, loss of use, or other impairment), damages, losses, expenses, 
penalties, fines, or other matters (together with all attorneys’ fees, court costs, and the cost 
of appellate proceedings) that may arise in any manner out of this Agreement including 
those resulting from any acts, errors, mistakes, omissions, or negligent, reckless or 
intentional actions caused in whole or in part by the Licensee relating to or arising from 
the Use, including any injury, damages, or cause of action claimed or caused by any of 
Licensee’s employees, contractors, subcontractors, agents, or other persons upon or using 
the Use Area, City Property, or surrounding areas, including without limitation claims, 
liability, harm, or damages caused in part by City or Additional Insureds or anyone for 
whose mistakes, errors, omissions, or negligence Licensee or City may be liable.
12.2. 
Insurance Policies and Coverages. Immediately following the Effective Date and at all 
times prior to the expiration, cancellation, or termination of this Agreement, Licensee and 
if applicable, their sublicensee or tenant, shall obtain and cause to be in force and effect 
certain insurance policies and coverages (collectively, the “Policy(ies)”) subject to certain 
requirements (i) unless the City specifically waives or reduces the coverage(s) in writing; 
as follows:
12.2.1. Commercial General Liability. Owner shall procure and maintain in force and 
effect commercial general liability insurance with a limit of five million and 0/100 
dollars ($5,000,000.00) for each occurrence, a limit of five million and 0/100 
dollars ($5,000,000.00) for products and completed operations annual aggregate, 
and a limit of five million and 0/100 dollars ($5,000,000.00) general aggregate limit 
per policy year (the “CGL Policy”). The CGL Policy shall cover liability arising 
from premises, operations, independent contractors, products, completed 
operations, personal injury, bodily injury, advertising injury, and liability assumed 
under an “insured contract" including this Agreement. The CGL Policy shall cover 
Licensee’s liability under the indemnity provisions of this Agreement. The CGL 
Policy shall contain a “separation of insureds" clause.
12.2.2. Liquor Liability. Liquor liability insurance in an amount not less than One Million 
Dollars ($1,000,000.00) for each claim and Two Million Dollars ($2,000,000.00) 
for all claims in the aggregate. This coverage is required at all times when alcohol 
is being consumed, sold, or served at the Use Area, or when Licensee holds any 
type of liquor license for the Use Area, or when any liquor license otherwise exists 
with respect to the Use Area.
Page 17 of 28
Contract No. 2026-069-COS

12.2.3. Automobile Liability. Licensee shall procure and maintain in force and effect 
business automobile liability insurance with a combined single limit of one million 
and 0/100 dollars ($1,000,000.00) for each occurrence covering any and all owned, 
hired, and non-owned vehicles assigned to or used in any way in connection with 
Licensee’s use of the City Property (the “Automobile Policy”), Without limitation, 
the Automobile Policy shall cover hazards of motor vehicle use for loading and 
unloading. If any excess insurance is utilized to fulfill the requirements of the 
Automobile Policy, the excess insurance shall be “follow form” equal or broader in 
coverage scope than underlying insurance.
12.2.4. Workers* Compensation. Licensee shall procure and maintain in force and effect 
such workers’ compensation and similar insurance as is required by law and 
employer's liability insurance with a minimum limit of one hundred thousand and 
0/100 dollars ($100^000.00) for each accident, one hundred thousand and O/lOO 
dollars ($100,000.00) diseaise for each employee, and five hundred thousand and 
0/100 dollars ($500,000.00) policy limit for disease. If Licensee has no employees, 
then Licensee shall provide a “sole proprietor waiver” signed by Licensee in form 
and content acceptable to City. All contractors and subcontractors must also 
provide this same insurance policy and coverages.
12.2.5. Professional Liability. Licensee shall procure and maintain in force and effect 
professional liability insurance covering errors and omissions arising out of the 
work or services performed by Licensee or anyone employed by Licensee with a 
liability insurance limit of two million and 00/100 dollars ($2,000,000.00) each 
claim and aggregate.
12.2.6. Other Insurance. Licensee shall procure and maintain in force and effect any other 
insurance City may reasonably require from time to time to protect City, the 
Additional Insureds, the City Property, surrounding property. Licensee, or the 
activities carried on or about the City Property.
12.2.7. Changes to Policies. City may increase the amount or type of any insurance to 
account for inflation, changes in risk, or any other factor that City reasonably 
determines to affect the prudent amount of insurance to be provided.
12.2.8. Additional Requirements of Policies. The Policies shall include the following:
12.2.8.1. 
Additional Insureds. City of Scottsdale, its agents, representatives, 
officers, directors, officials and employees shall be named an Additional 
Insureds under the CGL Policy, the Automobile Policy, and any other 
insurance City may require.
12.2.8.2. 
Insurance Primary. The Policies shall be priniary insurance with respect 
to this Agreement.
12.2.8.3. 
Waiver of Subrogation. The Policies, except Professional Liability, if 
applicable, shall waive rights of recovery (subrogation) against City, its 
agents, representa:tives, officers, directors, officials and employees for
Page 18 of 28
Contract No. 2026-069-GOS

any claims arising out of work or services performed by Licensee under 
this Agreement.
12.2.8.4. Coverage Term. The Policies shall be maintained in full force and effect 
until all work and services required by this Agreement are satisfactorily 
performed, completed, and formally accepted by City, except if any of 
the Policies 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 the expiration, cancellation, or 
termination of this Agreement, as evidenced by the submission of 
annual COIs (as defined below) citing applicable coverage is in force 
and contains provisions as required herein for the three-year period.
12.2.9. Acceptable Insurers. Licensee shall purchase and maintain the Policies, at its own 
expense, 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 City unless otherwise agreed upon in Avriting by the parties. 
Failure to maintain insurance as specified may result in termination of this 
Agreement in City’s sole discretion.
12.2.10. 
Policy Deductibles and Self-Insured Retentions. The Policies may contain 
deductibles or self-insured retention amounts. Such deductibles or self-insured 
retention shall not be applicable with respect to the policy limits provided to City. 
Licensee shall be solely responsible for any deductible or self-insured retention 
amount. City, in its discretion, may require Licensee to secure payment of the 
deductible or self-insured retention by a surety bond or irrevocable and 
unconditional Letter of Credit.
12.2.11. 
Evidence of Insurance. No later than thirty (30) days after the Effective Date 
and each year on the annual anniversary of the Commencement Date, Licensee shall 
furnish City with Certificate(s) of Insurance (the “COI(s)”) or formal endorsements 
issued by Licensee’s insurer(s) as evidence that the Policies are placed with 
acceptable insurers and provide the required coverage, conditions, and limits of 
coverage and that such coverage and provisions are in full force and effect. If a 
COI is submitted as verification of coverage. City shall reasonably rely upon the 
COI 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. Each 
COI shall identify the contract number, location, the date of this Agreement and the 
Parties’ names and shall be sent to the designated City Contract Administrator and 
to realestate(^scottsdaleaz.gov. COIs submitted without referencing the 
appropriate contract number, location, and reference to this Agreement may be 
rejected, returned, and discarded. If any of the Policies expire or are cancelled prior 
to the expiration, cancellation, or termination of this Agreement, Licensee shall 
forward new certificates within ten (10) days after the expiration or cancellation 
date.
Page 19 of 28
Contract No. 2026-069-CGS

12.3.
12.2.12. 
City’s Election,to Provide Insurance. City is not required to carry any insurance 
covering or affecting the City Property, Use Area, or the Use. If Licensee fails to 
acquire all or any part of the insurance required by this Agreernent, City may elect 
to provide such insurance (with or without any other real property City may own 
or control), and Licensee shall pay to City the costs of such insurance as reasonably 
determined by City. Licensee shall provide all required insurance not otherwise 
provided by City. Any insurance or self-insUrahce maintained by City shaU not 
contribute to Licensee’s insurance.
12.2.13. 
Insurance Proceeds. All property insurance proceeds (whether actually paid 
before or after the Term) shall be paid directly to City for City's use in compensating 
City for the loss; for protecting City, the City Property, and the public from every 
other loss or exposure suffered by City; and for rebuilding the City Property and 
satisfying and securing Licensee’s obligations hereunder. Any remaining proceeds 
shall be allocated among City and Licensee as their interests may appear.
12.2.14. 
Insurance to be Provided by Others. If Licensee contracts or otherwise 
delegates any work or use of the City Property Or Use Area under this Agreement, 
including the use of any contractors or subcontractors and other persons occupying, 
working on or about, or using the City Property or Use Area pursuant to this 
Agreement, Licensee shall cause said delegate to execute and provide to City a 
writing executed by the delegate evidencing the delegate agrees to provide at least 
the same indemitification and insurance provisions set forth herein. Licensee is 
responsible for obtaining COIs verifying that the insurance requirements have been 
obtained by the delegate.
12.2.15. 
No Representation of Coverage Adequacy. By requiring insurance herein, the 
City does not represent that coverage and lirnits will be adequate to protect 
Licensee, City, or others. City reserves the right to review any and all of the 
insurance policies and endorsements cited in this Agreement but has no obligation 
to dp 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 fi-om, nor be Construed or considered a 
waiver of, its obligation to maintain the required insurance at all times during the 
performance of this Agreement.
Indemnities and Insurance Cumulative. Licensee’s obligations to indemnify do not 
diminish in any way Licensee’s obligations to insure; and Licensee’s Obligations to insure 
do not diminish in any way Licensee’s obligations to indemnify. Licensee’s obligations to 
indemnify and provide insurance are in addition to, and do not limit, any and all other 
liabilities or obligations of Licensee under or connected with this Agreement. The amount 
and type of insurance policies and coverages required by this Agreement will in no way be 
construed as limiting the scope of the indemnities or other requirements of this Agreement.
Page 20 of 28
Contract No. 2026-069-COS

ARTICLE 13. CONDEMNATION
13.1. 
Condemnation. If any part of the Use Area shall be acquired or condemned by eminent 
domain for any public or quasi-public use or purpose, and if such taking or condemnation 
shall render the Use Area unsuitable for the Permitted Use in City’s opinion, then the Term 
shall cease and terminate as of the date of the condemnor taking possession in such 
proceeding and Licensee shall have no claim to any condemnation proceeds. If a partial 
taking or condemnation is not extensive enough to render the Use Area unsuitable for the 
Permitted Use, Licensee shall restore the Use Area to a condition comparable to its 
condition at the time of such condemnation less the portion lost in the taking and this 
Agreement shall continue in full force and effect, with condemnation proceeds being used 
to restore the Use Area and any excess being retained by City. Licensee acknowledges that 
City from time to time may have or acquire, and may use, the power to condemn the Use 
Area or any interests therein or rights thereto. Licensee on behalf of all persons claiming 
under this Agreement unconditionally and irrevocably waives any right to contest City’s 
power to take or the proper exercise of such power. This paragraph does not limit City’s 
power to terminate this Agreement as provided elsewhere in this Agreement.
ARTICLE 14. DAMAGE TO OR DESTRUCTION OF USE AREA
14.1. 
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 Licensee and the cost of 
repair exceeds Three Thousand Dollars ($3,000.00), Licensee may elect within thirty (30) 
days after the damage to give notice to City terminating this Agreement. Otherwise, 
Licensee shall restore the damage to the Use Area at Licensee’s sole cost and expense.
ARTICLE 15. COMPLIANCE WITH LAW
15.1. 
Compliance with Law. 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.
15.2. 
Applicability of Municipal Law. Without limitation, Licensee shall comply with municipal 
laws as follows:
15.2.1. Licensee acknowledges that this Agreement does not constitute, and City has not 
promised or offered, any type of waiver of or agreement to waive (or show any type 
of forbearance, priority, or favoritism to Licensee with regard to) any law, 
ordinance, power, regulation, tax, assessment, or other legal requirement now or 
hereafter imposed by the City of Scottsdale or any other governmental body upon 
or affecting Licensee, Use Area, Adjacent City Property, or Licensee's use of Use 
Area or Adjacent City Propeity.
15.2.2. In the case of an ordinance or other law of the City authorizing a credit, reduction 
in tax or amount charged or assessed, or any other benefit as a result of 
performances rendered under this Agreement, Licensee expressly waives, 
relinquishes, and repudiates all such benefits with respect to performances rendered 
under this Agreement.
Page 21 of 28
Contract No. 2026-069-COS

15.2.3. This Agreement does not impair City’s power to enact, apply, or enforce any laws 
or regulations or exercise any governmental powers affecting in any way Licensee, 
the Use Area, the Adjacent City Property, or the Licensee’s Parcel.
15.2.4. City's rights and remedies hereunder for Licensee’s failure to comply with all 
applicable laws supplement and are in addition to and do not replace otherwise 
existing powers of the City of Scottsdale or any other governmental body.
15.3. 
Food Laws. Licensee shall at all times comply with all applicable federal, state. City, 
county, and other lawfully promulgated health, food, and drug rules, regulations, standards, 
laws, and ordinances. Licensee shall at its own expense obtain and maintain all necessary 
licenses and permits permitting the sale of food and beverages at the Use Area.
15.4. 
Permits; Licensee shall obtain at its own expense all building or other permits in 
connection with any construction performed by Licensee and shall comply with all zoning, 
building safety, fire, and similar laws and procedures of every description.
15.5. 
Governmental Relations. Licensee shall conduct its activities at the Use Area in 
coordination with City as necessary to maintain good relations with all governmental 
entities having Jurisdiction over the Use Area and shall immediately give City notice of 
any actual or threatened dispute, violation, or other disagreement relating to the Use Area.
15.6. 
Public Safety. If City determines that any Licensee equipment, improvements, or activities 
present a hazard to the public or to City, to City’s equipment or facilities, or to City’s ability 
to safely and conveniently operate the Use Area, the adjoining Right-of-way, or other 
nearby public lands, or perform City’s utility, public safety, and other public, health, safety, 
and welfare fiinctions. Licensee shall immediately remedy the hazard, coniply with City’s 
requests to secui-e the Use Area, the adjoining Right-of-way, or other nearby public lands, 
and otherwise cooperate with City at no expense to City in performing any and all of such 
functions.
15.7. 
Security Requirements. Licensee shall participate in any public safety program 
promulgated from time to time by the City of Scottsdale Police Depaitment or other law 
enforcement agency selected by City. Licensee shall reasonably cooperate with City and 
the City of Scottsdale Police regarding concerns and countermeasures affecting security 
and related risks of business and other operations and activities at and near the Use Area.
15.8. 
Taxes. Liens and Assessments. In addition to all other Use Fees herein provided. 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 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 Licensee; and 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 that may be imposed, and from any lien therefor or sale or other proceedings to
Page 22 of 28
Contract No. 2026-069-COS

enforce payment thereof. Licensee may contest, but not the right to refuse to timely pay, 
any taxes and assessments. City may from time to time to require that all of the foregoing 
payments be made by Licensee through City. Licensee shall pay all sales, transaction 
privilege, and similar taxes.
ARTICLE 16. ASSIGNMENTS
16.1. 
Assignments Generally. Licensee shall not voluntarily or involuntarily assign, convey, or 
transfer the right to use the Use Area or any interest therein or any rights under this 
Agreement, in whole or in part, or allow others to use, occupy, manage. Control, or operate 
the Use Area, in whole or in part, without the prior written consent of City. If Licensee will 
have a tenant, upon notification of the identity of the tenant. City in its sole discretion may 
consent to Licensee’s tenant’s use of the Use Area solely for outdoor dining as set forth in 
this Agreement. The City may revoke its consent in its sole discretion in the event of a 
breach of any term of the Agreement by Licensee or its tenant.
16.1.1. Assignment Fee. If Licensee desires to assign this Agreement, Licensee shall pay 
to City the sum of One Thousand Dollars ($1,000.00) as a fee for legal and 
administrative expenses before making any request for consent to an assignment.
16.1.2. Form of Assigrunent. Any assignment shall be by agreernent in form and content 
acceptable to the City. Without limitation, any assignment shall specify and require 
that each assignee acquiring any interest under this Agreement shall assume, be 
bound by, and be obligated to perform the terms and conditions of this Agreement 
and that, if City terminates this Agreement because of default by Licensee, City at 
City's sole option may succeed to the position of Licensee as to any assignee of 
Licensee without liability for any prior breaches or performances by persons other 
than City.
16.1.3. Assignment Approvals. City has the absolute right for any reason or for no reason 
in its sole discretion to give or withhold consent to any assignment. City may elect 
to amend this Agreernent as a precondition to consenting to any assigrunent.
16.2. 
Prohibited Assigrunents. A prohibited assigrunent shall be void and vest no rights in the 
assignee. Notwithstanding the foregoing. City, may, in its sole discretion and iri addition 
to all other remedies available to City under this Agreement or otherwise, collect the Use 
Fee from an assignee and apply the net amount collected to the Use Fee required to be paid 
hereunder or void the assigrunent, all without prejudicing any other right or remedy of City 
under this Agreement. No cure or grace periods shall apply to prohibited assignments or 
to enforcement of this Agreement against an assignee who did not receive City^s prior 
written consent.
16.3. 
Liens Prohibited. Licensee shall not voluntarily or involuntarily pledge, lien, mortgage, 
grant a security interest or deed of trust, or allow any judgment, claim, demand, or lien 
(collectively hereinafter, “Liens”) to accrue against the Use Area.
16.4. 
Lien Payment. Licensee shall pay all Liens as the same become due, and in any event 
before any judicial or non-judicial action or proceeding is commenced to enforce a Lien.
Page 23 of 28
Contract No. 2026-069-COS

Licensee shall pay, indemnify, defend, and hold City and the Use Area free and harmless 
for, from, and against any and all Liens, together with all liability, costs, and expenses in 
connection therewith, including attorney's fees. City may at any time post and maintain on 
the Use Area such notices, pay such amounts, file or record such notices, or take such other 
actions as City may deem necessary to protect City and its property interests against all 
Liens.
16.5. Assignment of Licensee’s Parcel. No grant or other transfer of fee title to the Licensee’s 
Parcel shall occur without a corresponding assignment of Licensee’s rights under this 
Agreement to the same grantee. In addition to all of City's other remedies. City may 
unilaterally terminate this Agreement if this Agreement is not assigned to and assumed by 
any grantee of the Licensee’s Parcel, even if the assignment is prevented by City’s failure 
to consent to such assigiunent.
ARTICLE 17. MISCELLANEOUS
17.1. 
Amendments arid Assignments. This Agreement may only be amended or assigned by a 
formal writing executed by the licensee and contract administrator.
17.2. 
Limited Severability. If any term, condition, covenant, stipulation, agreement, or provision 
herein contained (a “Provision”) is held to be invalid or unenforceable for any reason, the 
invalidity of such Provision shall in no way affect any other Provision herein contained. 
Further, this Agreement shall be deemed automatically reformed to secure to City the legal, 
equitable, practical, and other benefits of the Provisions of this Agreement as written to the 
very maximum extent permitted by law.
17.3. 
Conflicts of Interest. No member, official, or employee of City shall have any direct or 
indirect interest in, nor participate in any decision relating to, this Agreement that is 
prohibited by law.
17.4. No Partnership. This Agreement and the transactions and performances contemplated 
hereby shall not create any partnership, joint venture, or similar relationship between the 
parties.
17.5. Nonliability of City Officials and Employees. No member, official, representative, or 
employee of City shall be personally liable or otherwise responsible to any party or to any 
successor in interest to any party for any default or breach by City or for any performance 
or amount that may become due to any party or successor or with respect to any obligation 
of City or otherwise under the terms of this Agreement or related to this Agreement.
17.6. 
Time of Essence. Time is of the essence of each and every provision of this Agreement.
17.7. 
Integration. 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 subject of this Agreement.
17.8. 
Construction. Whenever the context of this Agreement requires, the singular shall include 
the plural, and the masculine shall include the feminine. This Agreement shall be construed
Page 24 of 28
Contract No. 2026-069-COS

according to its plain meaning and neither for nor against any party hereto. Licensee 
acknowledges that the Use Fee payable hereunder was negotiated in light of the plain 
meaning of this Agreement, and this Agreement shall therefore be interpreted according to 
its plain meaning and without regard to rules of interpretation, if any, that might otherwise 
favor Licensee.
17.9. 
Paragraph Headings. The paragraph headings contained herein are for convenience in 
reference only and not intended to define or limit the scope of any provision of this 
Agreement.
17.10. No Third-Party Beneficiaries. Except for limited provisions, if any, expressly stated to be 
“for the benefit of’ a third party, no person or entity shall be a third-party beneficiary to 
this Agreement or shall have any right or cause of action hereunder. City shall have no 
liability to third parties for any approval of plans. Licensee’s construction of 
improvements. Licensee’s negligence. Licensee’s failure to comply with the provisions of 
this Agreerrient (including any absence or inadequacy of insurance required to be carried 
by Licensee), or otherwise because of the existence of this Agreement.
17.11. Attorneys' Fees. If any action, suit, or proceeding is brought by either party to enforce 
compliance with this Agreement or for failure to observe any of the terms of this 
Agreement or to vindicate or exercise my rights or remedies hereunder, the party which 
does not prevail shall pay all costs of such action or suit md all expenses of such action or 
suit together with such sum as the court may adjudge reasonable as attorneys' fees to be 
allowed in said suit, action, or proceeding.
17.12. Choice of Law. This Agreement shall be governed by the laws of the State of Arizona. 
Exclusive proper venue for any action regarding this Agreement shall be Maricopa County.
17.13. Approvals and Inspections. All approvals, reviews and inspections by City under this 
Agreement or otherwise are for City’s sole benefit and not for Licensee’s benefit.
17.14. Statutory Cancellation Right. In addition to its other rights hereunder. City shall have the 
rights specified in A.R.S. § 38^-511.
17.15. Notices. Notices hereunder shall be given in writing personally served upon the other party 
or mailed by registered or certified mail, return receipt requested, postage prepaid 
addressed to;
If to City : 
Real Estate Asset Manager
City of Scottsdale
7447 East Indian School Road, Suite 205 
Scottsdale, AZ 85251
Copies to: 
City Attorney
City of Scottsdale
3939 North Drinkwater Boulevard
Scottsdale, AZ 85251
Page 25 of 28
Contract No. 2026-069-COS

If to Licensee: 5^^ Avenue Scottsdale LLC 
Attn; Greg Donnally 
3417 N 43^“ St.
Phoenix, AZ 85018 
(602)418-1872
or to such other street address within Maricopa County, Arizona as may be designated 
by the respective parties in writing from tithe to time. Notices to Licensee may instead 
be hand delivered to Licensee’s Parcel. Service of notice by mail shall be deemed to 
be complete forty-eight (48) hours after the notice is deposited in the United States 
mail.
Should City create invoices, they may be sent to Licensee via email to:
aandrews@chopshopco.com & calarcon@,chopshopco.com
With a copy to:
Greg@otgscottsdale.com
17.16. Funding. Notwithstanding any provision of this Agreement, if funds necessary to fulfill 
City’s obligations under this Agreement are not appropriated by the Scottsdale City 
Council, City may terminate this Agreement by ten (10) days’ notice to Licensee. 
Termination in accordance with this provision shall not constitute a breach of this 
Agreement by City. No person will be entitled to any compensation, damages, or other 
remedy from City if this Agreement is terminated pursuant to the terms of this subsection.
17.17. Further Assurances. Licensee agrees to do such further acts and things and to execute arid 
deliver such additional agreements and instruments as City may reasonably require to 
consummate, evidence, confirm, and carry out the agreement contained herein.
17.18. Survival of Liability. All obligations of Licensee hereunder and all warranties and 
indemnities of Licensee hereunder shall survive termination of this Agreement for any
reason.
[signatures on following pages]
Page 26 of 28
Contract No. 2026-069-COS

EST WITNESS WHEREOF, the Parties have executed this Agreement by signing their signatures 
as of the day and date first written, above.
LICENSEE:
5th Ayenue Scottsdale, LLC 
an Arizona limited liability company
By: 
____________________________
Name: Greg Donnally 
Its: Sole Member
ACKNOWLEDGMENT
State of Arizona 
)
)ss
County of Maricopa)
The foregoing instrument was acknowledged before me this_____
by Greg Donnally, sole member of 5* Avenue Scottsdale, LLC.
My Comrnissibn Expires: 
_________________
day of
20
Notary Public
Page 27 of 28
Contract No. 2026-069-COS

ATTEST:
Ben Lane, City Clerk
CITY:
CITY OF SCOTTSDALE, 
an Arizona municipal corporation
Lisa Borowsky, Mayor
APPROVED AS TO FORM:
OFFICE OF THE CITY^TTORNEY
Luis'G^antaella, City Attorney 
By: Joe Padilla, Deputy City Attorney
Page 28 of 28
Contract No. 2026-069-COS

Exhibit A 
Use Area
SeOTTSDALE ROAD 
USEAREA
A portion of Scottsdale Road!Right-of-Way, lying within the southeast quarter of Section 22, 
Township 2 North, Range 4 East, of the Gila and Salt River Base and Meridian, Maricopa County, 
Arizona, more particularly described as follows;
Commencing at the southeast corner of Section 22, a City of Scottsdale Brass Cap in handhole, 
from which the east quarter corner of said Section 22^ a Maricopa County Brass Cap in handhole, 
bears North 00’’00 00" West, 2656.21 feet;
Thence along the east line of the southeast quarter of said Section 22, North QO’OO'OO" West, 
1328.32feet;
Thence leaving said east line. South 89°00‘35" West, 47.01 feet, to the westerly right-of-way line of 
Scottsdale Road;
Thence along said westeriy right-of-way iine. South OO'OO'OO" East, 6.81 feet, to the Point of 
Beginning;
Thence leaving said westeriy right-of-way line. North WOO’OO" East, 8.50 feet;
Thence South OO'OO'OO" West, 22.18 feet;
Thonco South 39'12'37'' West. 2:99 feet;
Thence North 90'00'00" West, 6.61 feet, to the westerty right-of-way line of Scottsdale Road; 
Thence along said westerly right-of-way line. North OO'OO'OO" West, 24.50 feet, to the Point of 
Beginning.
Containing 206 Square Feet or 0.005 Acres more or less.
I ft'A
PO BOX 2170, CHANDLER. AZ 85244 
PH:: (480) 244-7630 
darmijo@awlandsurvey.com
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Job: 23-033
SHEET 1 OF 2
Contract No. 2026-069-CGS
Page 1 of 4

SCOTTSDALE ROAD 
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Job: 23-033
SHEET 2 OF 2
Exhibit A
Contract No. 2026-069-COS
Page 2 of 4

5TH AVENUE 
USEAREA
A portion of 5th Avenue Right-of-Way, lying within the southeast quarter of Section 22,
Township 2 North, Range 4 East, of the Gila and Salt River Base and Meridian, Maricopa County, 
Arizona, more particularly described as follows;
Commencing at the southeast corner of Section 22, a City of Scottsdale Brass Cap in handhole, 
from which the east quarter corner of said Section 22, a Maricopa Courity Brass Cap in handhole, 
bears North 00°00’00" West, 2656.21 feet;
Thence along the east line of the southeast quarter of said Section 22, North 00°00'00" West, 
1238.30 feet, to the centerline of 5th Avenue;
Thence leaving said east line, along said centerline. South 89'’00'36'' West, 121.43 feet;
Thence leaving said centerline. North 00*59'24" West, 40.00 feet, to the northerly 
right-of-way line of 5lh Avenue;
Thence along said northerly right-of-way line. North 89°00‘36" East, 4.50 feet, to the Point of 
Beginning;
Thence continuing. North B9°00'36" East. 33.00 feet;
Thence leaving said northerly right-of-way line. South 00°59'24'' East, 7.83 feet;
Thence South 89’00'36" West, 33.00 feet;
Thence North 00"59'24 " West, 7.83 feet, to the Point of Beginning.
Containing 258 Square Feet or 0.006 Acres more or less.
PO BOX 2170, CHANDLER. AZ 85244 
PH: (480) 244-7630 
darmijo@awlandsufV8y.com
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SHEET 1 OF 2
Exhibit A
Contract No. 2026-069-COS
Page 3 of 4

5TH AVENUE 
USE AREA
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7160 E. 5TH AVENUE 
SCOTTSDALE, ARIZONA 
(APN; 173-50-1018)
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PO BOX 2i70, CHANDLER, AZ 85244 
PH: (480) 244-7630 
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Job: 23-033
SHEET 2 OF 2
Exhibit A
Contract No. 2026-069-COS
Page 4 of 4

i
Exhibits 
Licensee Parcel
7160 E. 5TH AVENUE 
SCOTTSDALE. ARIZONA
A portion of that certain parcel of land described in Document No. 2014-0231767. Maricopa 
County Records (MCR). lying within the southeast quarter of Section 22, Township 2 North,
Range 4 East; of the Gila and Salt River Base and Meridian, Maricopa County. Arizona, more 
particularly described as follows:
Commencing at the southeast corner of Section 22, a City of Scottsdale Brass Cap in handhole, 
from which the east quarter corner of said Section 22, a Maricopa County Brass Cap in handhole, 
bears North OO'OO'OO" West, 2656.21 feet;
Thence along the east line of the southeast quarter of said Section 22, North 00°00'00" West. 
1328.32 feet;
Thence leaving said east line. South 89’00'35'' West, 47.01 feet, to the westerly nght-of-way line of 
Scottsdale Road and to the Point of Beginning;
Thence along said westerly right-of-way line. South OO'OO'OO" East, 38.01 feet, to the beginning 
of a curve, concave northwesterty, having a radius of 12:21 feel;
Thence leaving said westerly right-of-way line, southwesterly along said curve, an arc length of 
18.97 feet, through a central angle of 89'00'36", to the northerly right-of-^ay line of 5th Avenue; 
Thence along said northerly right-of-way line. South 89'00'36" West, 63.12 feet, to the westeriy 
line of that certain parcel of land described in Document No. 2014-0231767, MCR;
Thence leaving said northerly right-of-way line, along said westerly lino. North 00'02’00" West, 
50.01 feet, to the northerly line of said parcel;
Thence leaving said westerly line, along said northerly line. North 89'00'35" East, 75.15 feet, 
to the Point of Boginnitig,
Containing 3,726 Square Feet or 0.086 Acres more or loss.
'lHljfclNCi.
PO BOX 2170, CHANDLER. AZ 85244 
PH: (480) 244-7630 
dafmijo@awlandsufvey.com______
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Job: 23-033
SHEET 1 OF 2
Exhibit B
Contract No. 2026-069-COS
Page 1 of 2

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SHEET 2 OF 2
Exhibit B
Contract No. 2026-069-COS
, Page 2 of 2