Supporting Document (41791018...)

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REPORf
Item 10
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Meeting Date: 
April 28, 2026
General Rian Element: 
Community Involvement
General Plan Goal: 
Foster comrhunity partnerships to formufate collaborative solutions
ACTION
HohorHealth & NOAH Collaboration Agreenient. Adopt Resolution No. 13647 authorizing the City 
to enter into Contract No. 2026-058-QOS, a collaborative agreement with HohorHealth and 
Neighborhood Outreach Access to Health (NOAH), to collaborate on community health and wellness 
programs and activities.
BACKGROUND
Oh December 1, 2020, the City Council approved Contract No. 2020-202-COS, which is a cbllaborate 
agreement betvyeen the City of Scottsdale ('Xity"), HonorHealth and NOAH to work collaboratively 
to benefit the health of the community.
The agreement specified the City will:
• 
Provide facilities such as parks, libraries, community centers and sehibr centers for 
performance of activities.
• 
Provide City staff, as available, to assist HonorHealth and/pr NOAH in furtherance of 
activities.
• 
Provide expertise and assistance to ensure activities in City facilities run smoothly.
• 
Collaborate on marketing materials for Joint activities.
• 
Provide access to participants in City programs for data gathering, surveys, etc., provided 
that appropriate confidentiality documentation and permissions are obtained by 
HonorHealth and NOAH.
• 
Waive customary facility use fees when facilities are used by HonorHealth and NOAH to 
conduct activities pursuant to the Agreement.
The agreement specified Honor Health will:
• 
Provide health and medical expertise, education, personnel and equipment for joint 
activities.
Action TA
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City Council Report j HbnorHealth and NOAH Collaboration Agreement
• Be responsible for selecting, qualifying, training and supervising employees, personnel, and 
subcontractors to administer activities.
Involve City residents in information gathering to gauge collaborative programming 
effectiveness and share results with the City.
Collaborate on marketing materials for joint activities.
Obtain all appropriate and legal permissions, releases, etc. for surveying and data gathering 
of City program participants priof to any study.
• 
Be responsible for ensuring HIPPA compliance.
The agreement specified that NOAH will;
• 
Provide health and medical expertise (including dental and health risk screenings), 
personnel, equipment, and educational resources for joint activities.
• 
Be responsible for selecting, qualifying, training and supervising employees, personnel, and 
subcontractors to administer activities.
• 
Involve City residents in informatioh gathering to gauge collabprative progranriming 
effectiveness and share results with the City.
Collaborate on marketing materials for joint activities.
• Obtain all appropriate and legal permissions, releases, etc. for surveying and data gathering 
of City program participants prior to any study.
Be responsible for ensuring HIPAA cornpliance.
Contract No. 2020-202-COS was for a term of one-year with the ability to be extended for four 
additional one-year periods upon mutual agreement of the Parties. The contract was extended for 
each of the subsequent one-year terrris and expired on December 1, 2025.
The City of Scottsdale, HohorHealth and NOAH wish to re-establish the agreement for an additional 
possible five-year term (one year with four possible one-year renewals), which requires the 
execution of a new contract. In the new contract. Contract No. 2026-058-COS, the parties agree to 
work cooperatively and collaboratively on programs, events, public education, resources and other 
activities that promote healthy living, health education, wellbeing, safety, and Improved quality of 
life for City residents, including without limitation, dental and health risk screenings and 
immunization activities at such events, programs, or activities. This Agreement does not apply to 
fitness activities or any services or programs that involve providing health education, clinical 
expertise, personnel, equipment, or educational resources to the City.
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City Council Report | HonorHealth and NOAH Collaboration Agreement
APPLICANTS PROPOSAL
The 2020 Agreement between the City, HonorHealth and NOAH expired as of December 1, 2025. 
The City, HonorHealth, and NOAH wish to re-establish their collaborative efforts in a new 
Collaboration Agreement, No. 2026-058-COS, to promote community health-related educational 
activities, services and resources for the City residents, which is in the best interest of the 
community and the health of City residents. It has been determined that the City will receive direct 
benefits substantially equal to its expenditures during the term of this agreement.
HonorHealth and/or NOAH agree to pay any, and all out-of-pocket costs incurred by the City in 
conducting Activities during the term of this agreement.
IMPACT ANALYSIS
Staffing, Workload Impact
No staffing impact to the City of Scottsdale.
OPTIONS & STAFF RECOMMENDATION 
Recommended Approach
Adopt Resolution No. 13647 authorizing the City to enter Contract No. 2026-058-COS, a 
collaboration agreement with HonorHealth and Neighborhood Outreach Access to Health (NOAH), 
to collaborate on community health and wellness programs and activities.
Description of Option B
Do not adopt Resolution No. 13647 authorizing the City to enter Contract No. 2026-058-COS, a 
collaboration agreement with HonorHealth and Neighborhood Outreach Access to Health (NOAH), 
which would result in no longer providing the collaborative resources.
RESPONSIBLE DEPARTMENT(S)
Parks 8t Recreation Department
STAFF CONTACTS (S)
Valerie Budnick, Parks & Recreation Manager, vbudnick@scottsdaleaz.gov
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City Council Report | HonorHealth and NOAH Collaboration Agreement 
APPROVED BY
Nicholas Molinari, Senior Director - Parks & Recreation and Preserve 
480-312-1011, nmolinar@scottsdaleaz.gov
4/10/26 12:34 MST
Date
ATTACHMENTS
1. Resolution No. 13647
2. Contract No. 2026-058-COS
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RESOLUTION NO. 13647
A RESOLUTION OF THE COUNCIL OF THE CITY OF SCOTTSDALE,
MARICOPA COUNTY, ARIZONA, AUTHORIZING THE CITY TO ENTER 
INTO CONTRACT NO. 2026-058-COS, A COLLABORATION 
AGREEMENT WITH HONORHEALTH AND NEIGHBORHOOD 
OUTREACH ACCESS TO HEALTH, TO COLLABORATE ON 
COMMUNITY HEALTH AND WELLNESS PROGRAMS AND 
ACTIVITIES.
WHEREAS, the City of Scottsdale (the “City”) and HonorHealth (“HH”), an Arizona non­
profit corporation, have worked together collaboratively on a variety of community health and 
wellness-related projects and activities over many years, including under Contract No. 2020-202- 
COS (“2020 Agreement”), Which established a framework for joint community health initiatives;
WHEREAS, Neighborhood Outreach Access to Health (“NOAH”) is a federally qualified 
community health center and Arizona non-profit corporation that provides, or arranges for the 
provision of, high-quality, cost-effective, community-based care and related services to residents 
of its medically underserved service area in Scottsdale;
WHEREAS, the City has recreation facilities and program expertise, and HH and NOAH 
have the medical and healthcare expertise to make measurable improvements to the health and 
wellness of City residents;
WHEREAS, the 2020 Agreement between the City, HH, and NOAH has expired, and the 
parties desire to continue their collaborative efforts through a new Collaboration Agreement, 
Contract No. 2026-058-COS, to promote community health-related educational activities, 
services, and resources for City residents, which is in the best interests of the community and the 
health of City residents;
WHEREAS, the City Couricil has considered any City expenditure authorized by Contract 
No. 2026-058-COS, the services provided by HH and NOAH, and finds that there is a clearly 
identified public purpose for the City’s expenditure 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 and directs the Mayor to execute, on behalf 
of the City, Contract No. 2026-058-COS, Collaboration Agreement between the City, HH, and 
NOAH, pursuant to which the City, HH, and NOAH will work together cooperatively and 
collaboratively on various programs, events, public education, resources, and other activities to 
promote healthy living, health education, wellbeing, safety, and improved quality of life for 
Scottsdale residents, including without limitation dental and health risk screenings and 
immunization activities at such events, programs, or activities.
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Resolution No. 13647 
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PASSED AND ADOPTED by the Council of the City of Scottsdale, Maricopa County, 
Arizona this___ day of April, 2026.
ATTEST-
CITY OF SCOTTSDALE, an Arizona 
municipal corporation
Ben Lane, City Clerk 
APPROVED AS TO FORM;
, Intei^ City Attorney 
land^. Assistant City >
Lisa Borowsky, Mayor
ME. Santaella,
By: 'Jennifer Femandd^, Assistant City Attorney
.,'i
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Resolution No. 13647 
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Contract No. 2026-058-COS
COLLABORATION AGREEMENT 
FOR COMMUNITY HEALTH INITIATIVES IN SCOTTSDALE, ARIZONA
This Collaboration Agreement (“Agreement") is made and entered into this___day of
____ , 2026 (“Effective Date"), by and between the City of Scottsdale, an Arizona municipal
corporation (“City”). HonorHealth, an Arizona non-profit corporation (“HH”), and Neighborhood 
Outreach Access to Health, an Arizona non-profit corporation and federally qualified health center 
(“FQHC") designated under Section 330 of the Public Health Service Act (“NOAH”). The City. HH. 
and NOAH are referred to individually as a “Party” and collectively as the "Parties."
RECITALS
A. 
In 2014, Scottsdale Healthcare Hospitals and John C. Lincoln Health Network 
merged to form Scottsdale Lincoln Health Network, which is now known as HonorHealth. HH is a 
non-profit integrated health system that operates six hospitals, an extensive medical group, 
outpatient surgery centers, a cancer care network, clinical research, medical education, and 
community programs serving Scottsdale and Phoenix. HH is committed to meeting the healthcare 
needs of the community and provides a number of community health improvement services and 
community building activities that promote wellness, access to care and address the social 
determinants of health.
B. 
NOAH is a non-profit federally qualified community health center that provides, or 
arranges for the provision of, high quality, cost-effective, community-based care and related 
services to residents of its medically underserved service areas in Scottsdale and Phoenix.
C. 
NOAH and HH desire to support the mission of both organizations to improve the 
health and wellness of the community and routinely collaborate to serve their surrounding 
communities with health-related services and resources.
D. 
The City has worked collaboratively with HH and NOAH in numerous community 
health-related activities and programs for City residents over a period of many years, and the parties 
have previously entered into City Contract No. 2020-202-COS, Collaboration Agreement dated 
December 1,2020 (the “2020 Agreement"), regarding their collaborative efforts in community health 
programming.
E. 
The 2020 Agreement between the City and HH expired as of December 1, 2025. 
The City, HH, and NOAH wish to continue their collaborative efforts to promote community health- 
related educational activities, services, and resources for City residents, and believe that the 
collaborative relationship is in the best interests of the community and the health of City residents.
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 foregoing recitals are incorporated into this Agreement and are hereby 
made a part of this Agreement as if fully set forth herein.
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2. 
Purpose. The Parties agree to work cooperatively and collaboratively to promote health 
improvement and wellness within the community. This Agreement establishes general terms to 
facilitate and enhance cooperative efforts among the Parties.
3. 
Term. The term of this Agreement shall be for a period of one year, commencing on the 
Effective Date (“Initial Term”), unless sooner terminated as provided by the terms of this Agreement. 
This Agreement may be extended for up to four additional one-year periods (each, a “Renewal 
Term”) upon the mutual written agreement of the Parties. 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. Any such extensions will be set forth in writing, signed 
by the Contract Administrators (as defined in Section 12.8 below), and filed with the Scottsdale City 
Clerk. Upon the Effective Date of this Agreement, the 2020 Agreement is terminated in its entirety 
and superseded by this Agreement and shall have no further force or effect.
4.
Activities and Events.
4.1 
Activities. The Parties agree to collaborate in the planning and implementation of 
programs, events, public education initiatives, resource distribution, and other activities that 
promote healthy living, health education, well-being, safety, and an improved quality of life for City 
residents. These may include, without limitation: dental screenings, health risk assessments, 
immunization clinics, public health education sessions, and individual consultation and assistance 
with accessing government programs such as the Arizona Health Care Cost Containment System 
(AHCCCS) and the Supplemental Nutrition Assistance Program (SNAP). Each such program, event, or 
initiative is referred to individually as "Activity” and collectively as “Activities.” A tentative list of 
Activities is included in Exhibit A and may be updated by mutual agreement of the Parties. Fitness 
activities (e.g., exercise classes, wellness coaching) and other services not directly related to 
public health education, clinical screenings, or government program access are expressly 
excluded from this Agreement and shall be governed by separate written agreements if the 
Parties choose to engage in such activities.
4.2 
Tentative Calendar Year 2026 Activities. At the time of the execution of this 
Agreement, tentative Activities for calendar year 2026 consist of those shown on Exhibit “A” to 
this Agreement, which is attached hereto and incorporated herein by reference.
4.3 
Future Lists of Activities. By January 1 of each calendar year during the Term of 
this Agreement, the Parties shall meet to prepare and approve a list of cooperative Activities for 
the upcoming year. The list shall substantially conform to the format set forth in Exhibit “A” and 
must be approved in writing by the Contract Administrators. Once signed by all Parties, the list 
shall be incorporated into this Agreement and governed by its terms and conditions. A fully 
executed copy of the list shall be filed with the Scottsdale City Clerk’s Office.
4.4 
Additional Activities. The Parties, by mutual agreement, in a writing signed by the 
Contract Administrators, may from time to time add additional Activities and events (“Additional 
Activities”), consistent with the purpose and intent of this Agreement. Any Additional Activities 
shall be subject to the terms and conditions of this Agreement, unless otherwise provided in 
writing.
5. City Responsibilities. For the Term of this Agreement, unless otherwise expressly 
provided herein, the City will do the following with respect to Activities:
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5.1 
Provide facilities, incltiding, but not limited to, City parks, community centers, 
libraries, senior centers, arid other City facilities (collectively, “City Facilities”), to facilitate the 
proper performance of the Activities.
5.2
Activities.
Provide City staff, as available, to assist HH and/or NOAH in furtherance of
5.3 
Prpvide expertise and assistance, as available, to ensure that Activities conducted 
in or on City Facilities operate smoothly.
5.4 
Collaborate with HH and/or NOAH on all marketing materials for joint programs 
related to the Activities, and review and approve all advertising materials related to the Activities, 
before printing and distribution to the public.
5.5 
provide access to participants in City programs for data gathering, medical 
measurementSi surveys, and joint program advertising, provided that appropriate confidentiality 
documentation and permissions are subject to the prior written approval of the City
5.6 
Waive customary facility use fees when City Facilities are used by HH arid/or 
NOAH to conduct Activities directly managed, operated, and initiated by HH and/or NOAH, 
pursuant to this Agreement.
6. HH Responsibilities. For the Term of this Agreement, unless otherwise expressly provided 
herein, HH wiil do the following with respect to Activities:
6.1 
Provide health and medical expertise (including without limitation for dental and 
health risk screenings and immunization activities), personnel, equipment, and educational 
resources to the City when engaged in the Activities.
6.2 
Be responsible for selecting, qualifying, training, and supervising employees, 
personnel, and subcontractors to administer the Activities, ensuring that all such individuals are 
properly licensed and credentialed where applicable and as required by Arizona law, and be 
responsible for any professional liability created therefrom as well as any equipment malfunction.
6.3 
Involve City residents in information gathering to gauge collaborative programming 
effectiveness and share results with the City.
6.4 
Collaborate with the City and NOAH (if applicable) on all marketing materials fOr 
Joint programs, and review and approve all advertising materials, before printing and distribution 
to the public.
6.5 
Obtain all appropriate and legal permissions, releases, etc. for surveying and data 
gathering of City program participants, prior to any study, and provide such documents to the City 
upon request.
6.6 
Be responsible for erisuring compliance with the Health Insurance Portability and 
Accountability Act of 1996, Public Law 104-191 (HjPAA Privacy Rule) and any confidentiality 
requirements arising from the Activities.
6.7 
If HH is unable to solely provide requested health-related educational activities, 
services, and resources or if it is in the best interest of all Parties and the surrounding community.
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HH shall collaborate with NOAH in facilitating such health-related educational activities, services, 
and resources.
7. NOAH Responsibilities. For the Term of this Agreement, unless othenvise expressly 
provided herein, NOAH will do the following with respect to Activities;
7.1 
Provide health education and clinical expertise (including without limitation for 
dental and health risk screenings), personnel, equipment, and educational resources to the City 
when engaged in the Activities.
7.2 
Be responsible for selecting, qualifying, training, and supervising employees, 
personnel, and subcontractors to administer the Activities, ensuring that all such individuals are 
properly licensed and credentialed where applicable and as required by Arizona law, and shall be 
responsible for any professional liability created therefrom as well as any equipment malfunction.
7.3 
Collaborate with the City and HH (if applicable) on all marketing materials for joint 
programs, and review and approve all advertising materials, before printing and distribution to the 
public.
7.4 
Be responsible for ensuring compliance with the Health Insurance Portability and 
Accountability Act of 1996, Public Law 104-191 (HIPAA Privacy Rule) and any confidentiality 
requirements arising from the Activities.
7.5 
If NOAH is unable to solely provide requested health-related educational activities, 
services, and resources or if it is in the best interest of all Parties and the surrounding community, 
NOAH shall collaborate with HH in facilitating such health-related educational activities, services, 
and resources.
8.
Consideration: Fees and Costs.
8.1 
Consideration. The City regards the services, promises, and obligations contained 
in this Agreement as serving clearly identified and valuable public purposes and constituting fair 
and direct consideration that is substantially equal to the City’s expenditure under this Agreement.
8.2 
Out-of-Pocket Costs. Notwithstanding Section 8.1, HH and/or NOAH shall 
reimburse the City for any and all out-of-pocket costs incurred in connection with the conducting 
of Activities. “Out-of-pocket costs" refer to any additional direct costs, fees, or expenses actually 
incurred by the City as a direct result of an Activity conducted at a City Facility that would not 
otherwise be incurred in the City's normal operations, excluding the City’s general overhead, 
administrative costs, or employee salaries for regular staff.
All out-of-pocket costs shall be mutually agreed upon by the Parties prior to each Activity and 
documented in writing. This written agreement shall be signed by the Contract Administrators and 
include an itemized list of anticipated costs, the terms and schedule of payment, and the method 
of invoicing. HH and/or NOAH shall have the right to review and approve all invoices before 
payment, and payment shall be due within thirty (30) days of receipt of an approved invoice.
To facilitate coordination and address any matters of mutual concern, the Contract Administrators 
shall meet annually to review the requirements for upcoming Activities. These meetings may 
include designees and other staff members from the Parties, as necessary and appropriate.
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8.3 
Additional Terms for Specific Activities. Any Party, at any time, may request that 
additional specific terms or conditions, including those relating to insurance and indemnification, 
be made applicable to a specific Activity or Activities, to protect their specific interests, or those 
of the public. Such additional specific terms are subject to the mutual agreement of the Parties 
and, upon agreement, shall be set forth in a written document, signed by the Contract 
Administrators,
8.4 
Additional Terms: Cancellation of Specific Activities. If the Parties are unable to 
reach mutual agreement on specific additional terms relating to an Activity or Activities as 
described in Section 8.3 above, any Party may cancel the affected Activity or Activities by 
providing written notice to the other Parties, in accordance with Section 11. Written notice of 
cancellation of an Activity or Activities shall be given not less than thirty (30) days prior to the 
scheduled Activity or Activities. Cancellation of a specific Activity or Activities pursuant to this 
section shall not constitute a termination of this Agreement.
8.5 
Advertising; Publicity. The Parties will confer on advertising and publicity relating 
to a specific Activity. Any such advertising and publicity shall be subject to the written approval 
of the Contract Administrators.
9.
Indemnification and Insurance.
9.1 
Mutual Indemnification. To the fullest extent permitted by law, each Party shall 
indemnify, defend, and hold harmless the other Party or Parties, as applicable, and 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 indemnifying Party relating to work or services 
in the performance of this Agreement, including, but not limited to, any subcontractor or anyone 
directly or indirectly employed by any of them or anyone for whose acts any of them may be liable 
and any injury or damages claimed by any of the Party’s or its subcontractor’s employees.
9.1.1 
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 subsection shall not be construed in any way to limit the scope and magnitude and 
applicability of the insurance provisions.
9.1.2 
NOAH is a Federally Qualified Health Center under 42 USC 254b whose 
professional liability insurance is provided under the Federal Tort Claims Act (“FTCA”). Under 
related terms of FTCA coverage, NOAH is not permitted to indemnify third party entities. To this 
extent, none of the Parties indemnifies the other from any demands, suits, loss, liability, damage, 
claim claims and expenses (including reasonable attorney fees) arising from the negligence of 
any employee, director, officer, volunteer, agent office, agent or independent contractor of either 
party. Each Party is independently responsible for claims arising from services or events resulting 
from the collaboration described herein.
9.2 
Required Insurance Coverage. Each Party will obtain such public liability 
insurance as is reasonably necessary to protect against claims, losses, or judgments that might 
be occasioned by the negligent acts or omissions of the Party, their employees, and agents, 
during the time that the respective Party is performing acts pursuant to this Agreement. The
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minimum amount of such coverage shall be in the amount of $2,000,000 and any or all Parties 
may be self-insured.
9.3 Workers' Compensation. Each Party shall provide workers’ compensation benefits 
for its own employees and subcontractors and are not entitled to workers’ compensation benefits 
from the other Parties. Notwithstanding the indemnity provisions in Section 9.1 above, none of 
the Parties may seek to recover from the other Parties any yyorkers’ compensation benefits paid 
to its own employees.
10.
Tentiination: Cancellation.
lO.I Terrhination. Any Party shall have the right to terminate this Agreement, with or 
without cause, upon giving the other Parties not less than 30 days’ notice, in writing, of intent to 
terminate. Any such termination shall be signed by the HH Agent, the NOAH Agent, or City 
Contract Administrator, as applicable. Notice of intent to terminate shall be given as provided in 
Section 11 below.
10.2 Cancellation for 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 the Agreement on behalf of any Party is, at 
any time while the Agreement is in effect, an employee of another Party in any capacity, or a 
consultant to another Party with respect to the subject matter of the Agreement. The cancellation 
shall be effective when written notice is received by HH arid NOAH unless the notice specifies a 
later time.
11. Notices. Any notice required or permitted to be given pursuant to this Agreement, unless 
otherwise expressly provided herein, shall be giveri 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 tjme to time. The notice shall be deemed complete when 
received by the person receiving it or, when certified mail is used, five days from the date of 
mailing, whichever occurs first.
If to City-
Copy to:
IftoHH:
If to NOAH:
City of Scottsdale Senior Director - Parte & Recreation and: Presence 
8055 E. Camelback Road 
Scottsdale, Arizona 85251
City of Scottsdale 
3939 North Drinkwater Boulevard 
Scottsdale, Arizona 85251 
ATTN: CityAttomey
Michelle Pabis
Government & Cornrhunity Affairs 
8125 North Hayden Road 
Scottsdale, Arizona 85258
Wendy Armendariz
Chief Executive Officer
7500 N. Dreamy Draw Dr., Suite 145
Phoenix, A2 85020
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12. Misceiianeous.
12.1 
Paragraph Headings. The paragraph headings contained herein are for 
cohyehience in reference and not intended to define or limit the scope of any provision of this 
Agreement.
12.2 
Attorneys’ Fees. In the event any 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 nOn-prevailing Party or Parties reasonable 
attorneys’ fees and reasonable costs and expenses, determined by the court, 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.
12-3 No Third-Party Beneficiaries. No person or entity shall be a third-partv beneficiary 
to this Agreement.
12.4 Integration. This Agreement, including all exhibits attached hereto, constitutes the 
entire agreement between the Parties with respect to the subject matter hereof and supersedes 
any prior agreement, understanding, negotiation, of representation, whether written or oral, 
regarding the Activities.
12;5 Further Assurances. The Parties agree to do such further acts and things and to 
execute and deliver such additional Agreements and instruments as any Party may reasonably 
require to consummate, evidence, confirm, or carry out the Agreement contained herein.
12.6 
HH Agent. The agent for HH shall be Vice President of Government & COmrnunity 
Affairs, who at the time of execution of this Agreement is Michelle Pabis or such other designee 
as HH may identify in writing to the City (“HH Agent”). The HH Agent will be responsible for 
communicating and coordinating with the City Contract Administrator, iridicated in Section 12.8, 
below, on matters relating to the Agreement.
12.7 
NOAH Agent. The agent for NOAH shall be Chief Executive Officer, who at the 
time of execution of this Agreement is Wendy Armendariz or sUch other designee as NOAH may 
identify in writing to the City ("NOAH Agent”). The NOAH Agent will be responsible for 
communicating and Coordinating with the City Contract Adrhinistrator, indicated in Section 12/8, 
below, on matters relating to the Agreement.
12.8 
City Contract Administrator. The contract administrator for the City (“City Contract 
Administrator” and, together with the “HH Ageiit” and the “NOAH Agent,” the “Contract 
Administrators”) shall be the Parks and Recreation Director, who at the time of execution of this 
Agreement is Nick Molinari, or designee. The City Contract Administrator shall also act as the 
City's liaison with HH and NOAH.
12.9 
Law Governing; Venue. This Agreement shall be governed by the laws of the State 
of Arizona without regard to its conflicts Of law principles, and suit pertaining to this Agreement 
may be brought only in courts located in Maricopa County, Arizona,
12.10 Non-asSignabilitv. This Agreement is not assignable by any Party,
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12.11 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 Parties shall, within ten 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.
12.12 Arizona Legal Workers Act. Under the provisions of A.R.S. § 41-4401, HH and 
NOAH each warrant to the City that HH and NOAH, respectively, and all of their respective 
subcontractors will comply with all Federal Immigration laws and regulations that relate to their 
employees and that HH and NOAH and all of their respective subcontractors now comply with the 
E-Verify Program under A.R.S. § 23-214(A).
12.12.1 
A breach of this warranty by HH, NOAH, or any of their respective 
subcontractors will be considered a material breach of this Agreement and may subject the 
breaching party or its subcontractor to penalties up to and including termination of this Agreement 
or any subcontract,. HH and NOAH will each take appropriate steps to assure that all of their 
respective subcontractors comply with the requirements of the E-Verify Program. HH’s or 
NOAH’S failure to assure compliance by all of its respective subcontractors with the E-Verify 
Program may be considered a material breach of this Agreement by the City,.
12.12.2 
The City retains the legal right to inspect the papers of any employee of 
HH, NOAH, or any subcontractor who works on this Agreement to ensure that HH, NOAH, or any 
subcontractor is complying with the warranty given above.
12.12.3 
The City may conduct random verification of the employment records of 
HH, NOAH, and any of their respective subcontractors to ensure compliance with this 
warranty,. HH and NOAH each agree to indemnify, defend, and hold the City harmless for, from, 
and against all losses and liabilities arising from any and all violations of these statutes by such 
party or its respective subcontractors.
12.13 Boycott of Israel. HH and NOAH each certify 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.
12.14 Availability of Funds. This subsection 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 HH and NOAH. 
City agrees to use its best efforts to give notice of such termination to HH and NOAH at least 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 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.
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Contract No. 2026-058-COS
12.15 Force Maieure. None of the Parties will be responsible for delays or failures in 
performance resulting from acts beyond their reasonable control. These acts include, but are not 
limited to. acts of God. riots, acts of war, epidemics, pandemics, governmental regulations 
imposed after the fact. fire, communication line failures, or power failures. The affected Party must 
provide prompt written notice to the other Parties of the force majeure event and use commercially 
reasonable efforts to mitigate its effects and resume performance as soon as practicable.
12.16 Independent Contractor. HH and NOAH each acknowledge and agree that the 
services provided by HH and NOAH, respectively, related to the Activities are being provided as 
independent contradors, not as employees or agents of City. City does not have the authority to 
supervise or control the actual work of HH or NOAH, its employees or subcontractors. HH and 
NOAH are each responsible for all taxes, insurance, and employment-related obligations for their 
respective personnel. HH and NOAH, and not City, shall each determine the time of its 
performance of the services provided under this Agreement so long as HH and NOAH meet their 
respective obligations set forth in Sections 6 and 7 above. HH, NOAH and City do not intend to 
nor will they combine business operations under this Agreement. Nothing in this Agreement shall 
be construed to create a partnership, joint venture, or employer-employee relationship.
12.17 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.
12.18 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 acknowledges that it is 
not relying on any representations other than those expressly stated in the 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 date first written above.
HONORHEALTH, an Arizona 
non-profrt corporation
^(icAEi&. 7^a£ts
By: ____________________
Its: Vice President. Government & Community Affairs
NOAH, an Arizona 
non-prpfit corporation
By:
Its:
Chief Executive Officer
[Signatures continue on the following page.]
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Contract No. 2026-058-COS
ATTEST:
CITY OF SCOTTSDALE, 
an Arizona municipal corporation
Lisa Borowsky 
Mayor
Ben Lane 
City Clerk
APPROVED AS TO FORM;
L(ii^^.'^SanSe)la, Int^rii^ tity Attorney
By: Jennifer Fernande^ Assistant City Attorney
REVIEWED BY:
George Woods Jr.
Director of Safety & Risk Management
Greg Caton 
City Manager
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Gontract No, 2026^58-003;
Exhibit A
HONORHEALTH, NOAH. AND CITY OF SCOTTSDALE TENTATIVE -LIST OF AGTIVITIES 2Q26
Events Calendar 2026
Calendar is illustrative only, and the PartieSiWill meet regularly to add/edit events.
Date
January 21. 2026
February 11, 2026
February 18, 2026
February 27,2026
March2026;
March 18. 2026:
April 4. 2026
April 15, 2026
May 2026
May 2026
May 20. 2026
June 2026
JUne17. 2026
Ju!y2026
July.22,2026
August 19. 2026^
September 16, 2026
September 19, 2026
October 17; 2026
October 21. 2026
October 2026
Event Time
9 a;rh. -12 p.m.
HonorHealth, NOAH 
pr
CiW Event
Location
9 am. -1 p.m:
Application Assistance
9 a.m. - 12 p:m.
Senior Expo
Faiute Neighbbrtiood Center
5:30 - 8 pm.
Application Assistance
Scottsdale Center for the Arts
TBD;
Emo Picnic
Paiute Neighborhood Gehter
9;a.m. -12 p:m:
Spring Festival
GiVicCenter
9;a.m.-12 p.m.
Application Assistance
Paiute Neighborhood Center
9 a.m.-12 p.m.
Bunnanza
Paiute Neighborhood Gehter
TBD
Application Assistance
Civic Center
TBD
Glow on the Wash
Paiute Neighborhood Center
Dive-in Movie
Eldorado Park
9 a.m.-12 p.m.
TBD
Application Assistance
Eldorado Aquatic Center
9 a m. - 12 p.m.
Glow Up Event
Paiute Neighborhood Center’
TBD
Application Assistance
McDowell Mountain Ranch (MMR)
9 am; -12 pm.
Back to School
Paiute Neighborhood Center
9 am. -12 p.m.
Application Assistance
TBD
9 a m. -12 p.m.
Application Assistance
Paiute Neighborhood Center
TBD
Application Assistance;
Paiute Neighborhood Center
Parks and Rec Rewind
Paiute Neighborhood Center
TBD
9 a.m. -12 p.m.
Fall Festival
Civic Center
TBD
Application Assistance
TBD
DUnkinTor Pumpkins
Paiute Neighborhood Center
McDowell Mountain Ranch (MMR)
19038397
Exhibit“A” 
Pa^ i df 2

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Contract No. 2026-058-COS
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November 18. 2026
December 16, 2026
9 a.m. - 12 p.m.
December2026
9 a.m. - 12 p.m.
Application Assistance
TBD
Application Assistance
Paiute Neighborhood Center
Ultimate Play Date
Paiute Neighborhood Center
Civic Center Library
19038397
"
Exhibit “A" 
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