PPP REVENUE AGREEMENT FINAL (NACO).DOCX

REVENUE SHARING AGREEMENT
 
This REVENUE SHARING AGREEMENT is made as of the   25th day of      January, 
2023, between Public Promise Procurement (“PPP”) and   Maricopa County     (“Lead Public 
Agency” or “LPA”).
 
Preamble
 
WHEREAS, Public Promise Procurement provides a cooperative purchasing program to 
counties and other public agencies; and
 
WHEREAS, Lead Public Agency has issued a contract available under the Public Promise 
Procurement cooperative purchasing program; and
WHEREAS, the contracted supplier(s) will report all sales under the contract to PPP.  
 
ACCORDINGLY, in consideration of the mutual covenants contained herein, and for other 
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties 
hereto agree to the following:
 
1.    Revenue Sharing.
 
(a)     PPP agrees to pay LPA 5% of the administrative fee collected by PPP in accordance 
with the Administration Agreement between the awarded supplier(s) and Public Promise 
Procurement.
(b)    PPP agrees to pay LPA within sixty (60) days after the end of each calendar quarter 
with respect to the revenues received by PPP in such quarter that are subject to the Revenue 
Share.  
 
(c)    LPA shall be entitled to its Revenue Share for so long as PPP continues to collect 
revenue based on sales under the LPA contract(s).
 
(e)    PPP shall have no obligations to make any further payments to LPA other than those 
set forth in Section 1(a).
 
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2.    Representations and Warranties of Company.    Company hereby represents and 
warrants to Purchaser that PPP is duly organized, validly existing and in good standing under the 
laws of the state of Delaware, and has the corporate power and authority to carry on its business 
as it is now being conducted and to enter into this Agreement and perform its obligations 
hereunder.
        3.    Governing Law and Arbitration.    This Agreement will be governed by and 
interpreted in accordance with the laws of the State of Arizona without regard to any 
conflict of laws principles. 
Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, 
termination, enforcement, interpretation or validity thereof, including the determination of 
the scope or applicability of this dispute resolution clause, shall be determined by arbitration 
in the State of Arizona, before one (1) arbitrator. The arbitration shall be administered by 
JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the 
award may be entered in any court having jurisdiction. This clause shall not preclude parties 
from seeking provisional remedies in aid of arbitration from a court of appropriate 
jurisdiction. 
The prevailing party will be entitled to recover its reasonable attorneys’ fees and arbitration 
costs from the other party. The arbitration award shall be final and binding. Each party 
commits that prior to commencement of arbitration proceedings, the parties shall submit the 
dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another 
in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the 
mediation proceedings. The parties covenant that they will participate in the mediation in 
good faith, and that they will share equally in its costs. The mediation will be conducted by 
each party designating a duly authorized officer or other representative to represent the party 
with the authority to bind the party, and that the parties agree to exchange informally such 
information as is reasonably necessary and relevant to the issues being mediated. All offers, 
promises, conduct, and statements, whether oral or written, made in the course of the 
mediation by any of the parties, their agents, employees, experts, and attorneys, and by the 
mediator or any JAMS employees, are confidential, privileged, and inadmissible for any 
purpose, including impeachment, in any arbitration or other proceeding involving the 
parties, provided that evidence that is otherwise admissible or discoverable shall not be 
rendered inadmissible or non­discoverable as a result of its use in the mediation. If the 
dispute is not resolved within thirty (30) days from the date of the submission of the dispute 
to mediation (or such later date as the parties may mutually agree in writing), the 
administration of the arbitration shall proceed. The mediation may continue, if the parties so 
agree, after the appointment of the arbitrator. 
Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as 
arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking 
provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the 
parties agree not to defend against any application for provisional relief on the ground that a 
mediation is pending.

4.
Statutory Right of Cancellation for Conflict of Interest.   Notice is given that, pursuant to 
A.R.S. § 38-511, the County may cancel any contract without penalty or further obligation within 
three years after execution of the contract, if any person significantly involved in initiating, 
negotiating, securing, drafting, or creating the contract on behalf of the County is at any time, 
while the contract is in effect, an employee or agent of any other party to the contract in any 
capacity or consultant to any other party of the contract with respect to the subject matter of the 
contract. 
5.    Entire Agreement.    This Agreement contains the entire understanding of the parties 
with respect to the subject matter hereof and supersedes all previous verbal and written 
agreements between the parties hereto with respect to such subject matter.
 
6.    Amendment.    This Agreement may only be amended by a written instrument executed 
by both of the parties hereto.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date 
first above written.
 
PUBLIC PROMISE PROCUREMENT 
_________________________________
Signature
_________________________________
Printed Name
LEAD PUBLIC AGENCY
CHAIRMAN, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE

APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE