2023-01-31 - CORTE BELLA COUNTRY CLUB ASSOCIATION, INC. SUPPORT SERVICES AGREEMENT.PDF
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1 AGREEMENT BETWEEN MARICOPA COUNTY AND CORTE BELLA COUNTRY CLUB ASSOCIATION. INC. FOR SUPPORT SERVICES PROVIDED WITHIN MARICOPA COUNTY RIGHT-OF-WAY (C-64-23- -X-00) This Agreement (Agreement) is between the County of Maricopa, a political subdivision of the State of Arizona (County), and Corte Bella Country Club Association, Inc., an Arizona nonprofit corporation (Corte Bella). The County and Corte Bella are collectively referred to as the Parties or individually as a Party. STATUTORY AUTHORIZATION 1. A.R.S. Section 11-251 and Sections 28-6701 et. Seq. authorizes the County to lay out, maintain, control and manage public roads within the County. BACKGROUND 2. The County recognizes that the work performed by Corte Bella results in savings for the County, and the County wants to continue supporting the efforts and work of Corte Bella through this Agreement. PURPOSE OF THE AGREEMENT 3. The purpose of this Agreement is to identify the support services provided by the County and Corte Bella on Deer Valley Road. TERMS OF THE AGREEMENT 4. The Parties shall: 4.1. Meet at least annually to discuss current operations and address any changes to the level of support services provided in this Agreement through an Annual Work Plan signed by the Transportation Department Director and the Corte Bella Board of Directors of its designee. DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 2 4.2. Give notification of not less than thirty (30) days before initiating any changes to the current level of service being provided. 5. The County shall: 5.1. Designate one point of contact with the County for Corte Bella to coordinate services provided for in this Agreement. 5.2. Maintain all concrete sidewalks within the County right-of-way. 5.3. Maintain all concrete golf cart pathways within the County right-of-way. 5.4. Restore decomposed granite (Sedona Red) as needed within the County right-of-way. 5.5. Trim landscape vegetation in areas within the County right-of-way (once per quarter - 4 times a year) and trim Palm trees at least annually. 5.6. Issue no-cost permits (if required) to Corte Bella for any work performed by it within County right-of-way. 6. Corte Bella shall: 6.1. Designate one point of contact with Corte Bella for County to coordinate services provided for in this Agreement. 6.2. Replace dead landscape items within the County right-of-way. 6.3. Maintain the irrigation system and pay for water and electricity for landscaping within the County right-of-way. 6.4. Apply for no-cost permits (if required) before working in the County right- of- way. 6.5. Require any contractors hired by Corte Bella to perform work the within County right-of-way to be licensed, bonded, and insured. GENERAL TERMS AND CONDITIONS 7. To the extent permitted by law, each Party will indemnify, defend and save the other Party harmless, including any of the Party’s departments, agencies, officers, employees, elected officials or agents, from and against all liability, loss, expense, damage or claim of any nature whatsoever which is caused by any activity, condition or event arising out of the performance or nonperformance by DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 3 the indemnifying Party of any of the provisions of this Agreement, including but not limited to injuries or death of persons or damages to or destruction of property. In the event of an action, the damages which are the subject of this indemnity shall include costs, expenses of litigation and reasonable attorney’s fees. 8. This Agreement shall become effective as of the date it is executed by all the governing bodies of the Parties and shall remain in full force and effect until all stipulations previously indicated have been satisfied. The Agreement shall renew automatically on January 1 of each year beginning January 1, 2024, unless terminated or amended. Notwithstanding Paragraph 15, either party may terminate for any reason and at any time on 90 days’ notice. 9. This Agreement may be amended only upon written Agreement by all Parties. 10. This Agreement is subject to the provisions of A.R.S. § 38-511. 11. The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further acknowledge that: 11.1. Any contractor or subcontractor who is contracted by a Party to perform work on the Project shall warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214(A) and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer. 11.2. Any breach of the warranty shall be deemed a material breach of this agreement of which breaching party may be liable for penalties including termination of the agreement. 11.3. The Parties retain the legal right to inspect the papers of any contractor or subcontractor employee who works on the Project to ensure that the contractor or subcontractor is complying with the warranty above and that the contractor agrees to make all papers and employment records of said employee available during normal working hours in order to facilitate such an inspection. 11.4. Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 12. Any contractor or subcontractor who engages in for-profit activity and has 10 or more employees, if the value of the contract is a minimum of $1,000,000, certify it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 4 apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 13. Each Party to this Agreement warrants that neither it nor any contractor or vendor under contract with the Party to provide goods or services toward the accomplishment of the objectives of this Agreement is suspended or debarred by any federal agency which has provided funding that will be used in the Project described in this Agreement. 14. Corte Bella warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use: a. the forced labor of ethnic Uyghurs in the People's Republic of China. b. any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. c. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Corte Bella becomes aware during the term of the Agreement that the Company is not in compliance with this paragraph, it shall notify the County within five business days after becoming aware of the noncompliance. Failure of Corte Bella to provide a written certification that it has remedied the noncompliance within one hundred eighty (180) days after notifying the public entity of its noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. 15. It shall be a material breach of this Agreement for a Party to fail to observe or perform any of the material covenants, conditions or provisions of this Agreement, where such failure shall continue for a period of thirty (30) days after the non- defaulting Party provides the defaulting Party with written notice of such failure; provided, however, that such failure shall not be a Default if the defaulting Party has commenced to cure the Default within such thirty (30) day period and thereafter is diligently pursuing such cure to completion. The total aggregate cure period shall not exceed ninety (90) days unless the Parties otherwise agree in writing. In the event of Default, the non-defaulting Party, at its option, may terminate this Agreement without waiving any available remedies at law or in equity. DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 5 16. All notices required under this agreement to be given in writing shall be sent to: County: Maricopa County Department of Transportation Attn: Intergovernmental Relations Branch 2901 W. Durango Street Phoenix, Arizona 85009 Corte Bella: Corte Bella Country Club Association, Inc. Attn: Property Manager 22155 N Mission Drove Sun City West, AZ 85375 Either Party may by written notice to the other specify a different address for notice. All notices required or permitted by this Agreement or applicable law shall be in writing and may be delivered in person (by hand or courier) or may be sent by regular or certified mail or U.S. Postal Service Express Mail, with postage prepaid, or by commercial delivery service performed with receipt. Any notice sent by certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail, the notice shall be deemed given 72 hours after the notice is addressed as required in this paragraph and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight delivery service that guarantees next-day delivery shall be deemed given 24 hours after delivery of the notice to the Postal Service or courier for delivery. 17. Any funding provided for in this Agreement, other than in the current fiscal year, is contingent upon being budgeted and appropriated by the governing bodies of the Parties in such fiscal year. 18. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the party drafting this Agreement. 19. The waiver by any Party of any right granted to it under this Agreement is not a waiver of any other right granted under this Agreement, nor may any waiver be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived. 20. Except as otherwise provided in this Agreement, all covenants, agreements, representations and warranties set forth in this Agreement or in any certificate or instrument executed or delivered pursuant to this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one (1) year. DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 6 21. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Electric signatures are acceptable as original signatures. 22. The Parties will execute and/or deliver to each other such other instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be performed by such Party pursuant to this Agreement. 23. The venue for any claim arising out of or in any way related to this Agreement shall be Maricopa County, Arizona. 24. This Agreement shall be governed by the laws of the State of Arizona. End of Agreement - Signature Pages Follow DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 7 IN WITNESS WHEREOF, the Parties have executed this Agreement. Corte Bella Country Club Association, Inc. Approved and Accepted by: Diane Smith Date Governing Board President Evie Hansen, Secretary Date APPROVAL OF CORTE BELLA’S ATTORNEY The foregoing Agreement has been reviewed by undersigned Counsel, who has determined that it is in proper form and within the powers and authority granted to the Corte Bella Country Club Association, Inc. under the laws of the State of Arizona. Penny L. Koepke, Date Maxwell & Morgan, Attorney DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 1/29/2023 1/31/2023 1/31/2023 8 IN WITNESS WHEREOF, the Parties have executed this Agreement. MARICOPA COUNTY Recommended by: Jesse Gutierrez, P.E Date Interim Transportation Director Approved and Accepted by: Chairman Date Board of Supervisors Attest by: Clerk of the Board Date APPROVAL OF DEPUTY COUNTY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by the undersigned Deputy County Attorney, who has determined that it is in proper form and within the powers and authority granted to the Board of Supervisors under the laws of the State of Arizona. Deputy County Attorney Date DocuSign Envelope ID: 07405CC2-6723-44A8-862D-E3DEA39BAB7C 1/27/2023 1/27/2023