1. AGMT Outside Agency Agreement: GYEDC

OUTSIDE AGENCY AGREEMENT
BETWEEN THE CITY OF YUMA AND
GREATER YUMA ECONOMIC DEVELOPMENT CORPORATION
This Outside Agency Agreement (“Agreement”) is entered into by and between the City of
Yuma (“City”), an Arizona municipal corporation, and the Greater Yuma Economic
Development Corporation (“GYEDC”), a not-for-profit organization. The City and GYEDC are
referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the City recognizes that economic development is essential to achieving its
strategic goals by promoting private investment, business retention and expansion, workforce
development, job creation, and long-term community prosperity;
WHEREAS, GYEDC serves as the regional economic development organization for Yuma
County, supporting business attraction, retention, expansion, workforce partnerships, and
regional competitiveness;
WHEREAS, the City desires to partner with GYEDC to advance economic development
initiatives that strengthen the regional economy and benefit the residents and businesses of
the City of Yuma; and
WHEREAS, the City finds that supporting these activities serves a valid public purpose.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the Parties agree as follows:
I. GYEDC RESPONSIBILITIES
GYEDC shall perform regional economic development services that support business
attraction, retention, expansion, workforce development, and long-term economic
prosperity for the City of Yuma.
A. Economic Development Services
1. Conduct business recruitment, retention, and expansion activities.
2. Market the City of Yuma to prospective businesses, developers, and site selectors.
3. Coordinate site visits and assist prospective companies considering locating or
expanding in Yuma.
4. Support existing employers through business retention visits and problem-solving
efforts.
5. Maintain current demographic, workforce, and economic development data.
6. Coordinate with the Arizona Commerce Authority, regional partners, utilities,
educational institutions, and workforce organizations.
7. Administer and promote Foreign Trade Zone No. 219 and other economic
development programs.
8. Identify grants, incentives and funding opportunities that support existing
businesses and partner agencies within the City of Yuma.
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9. Provide presentations and updates to the City Council or City staff upon request.
GYEDC will provide a year-end annual report to council outlining its activities and
satisfaction of the contract objectives.
10. Conduct economic impact analysis along with metropolitan cost comparison
reports as requested by City staff.
11. Provide demographic and economic trend reports as needed to support City
staff economic development activities.
12. Partner with City staff on marketing and promotional campaigns that highlight the
City of Yuma for business attraction and foreign direct investment.
13. Maintain a current GIS database of industrial and commercial properties within
the City of Yuma for attraction and expansion interest.
14. Actively engage City staff on inbound and outbound trade missions with the
express purpose of promoting the City of Yuma’s community assets for new
investment.
15. Maintain a Foreign Direct Investment program that promotes City of Yuma
property sites, existing business supply chain resources and B2B networking.
B. Economic Development Resources
GYEDC shall maintain and make available resources supporting economic
development activities, including:
1. A primary point of contact through the GYEDC website for business recruitment,
relocation, and expansion inquiries.
2. Current demographic, GIS, economic impact, and site selection tools and data
necessary to support business recruitment and development.
3. Business contact databases and other information resources used to support
economic development efforts.
4. Cost analysis, demographic information, and other demographic and/or analytical
reports requested by the City or needed to support recruitment and retention
activities.
5. Grantee designation for Foreign Trade Zone No. 219.
6. Information and assistance related to Opportunity Zones, New Markets Tax Credits,
and other economic development financing tools.
C. Financial Accountability
GYEDC shall maintain accurate financial records for all City funds received under this
Agreement. City funds shall be separately accounted for in GYEDC's financial records
and maintained in accordance with generally accepted accounting principles (GAAP)
and applicable accounting standards for not-for-profit organizations.
D. Organizational Information
On or before July 1 of each year this Agreement is in effect, GYEDC shall provide the
City with its current officers, directors, bylaws, and articles of incorporation and shall
notify the City within thirty (30) days of any material changes.
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E. Reporting Requirements
Within fifteen (15) days following the end of each calendar quarter, GYEDC shall submit
to the City its quarterly report summarizing activities during the reporting period. At a
minimum, the report shall include:
1. A summary of activities, accomplishments, and measurable outcomes during the
reporting period.
2. A summary of significant economic development initiatives, including business
recruitment, retention, expansion, workforce development, partnerships, marketing
efforts, and other activities performed under this Agreement, as applicable.
3. Any additional information reasonably requested by the City to evaluate GYEDC's
performance under this Agreement.
II. CITY RESPONSIBILITIES
The City shall:
A. Monitor and evaluate GYEDC's performance based on the responsibilities and reporting
requirements set forth in this Agreement. GYEDC shall provide any additional information
reasonably requested by the City to assist in evaluating performance.
B. Subject to annual appropriation by the City Council and the terms of this Agreement,
provide funding to GYEDC in accordance with Articles III and IV.
III. FINANCIAL SUPPORT AND TERM OF AGREEMENT
A. This Agreement shall commence on July 1, 2026, and continue through June 30, 2029,
unless earlier terminated in accordance with this Agreement. Upon expiration of the
initial term, this Agreement may be renewed for up to two (2) additional one-year terms,
subject to the annual appropriation of funds by the City Council.
B. Subject to approval of the City's annual budget by the City Council, the City agrees to
provide GYEDC with $232,000 annually for the services described in this Agreement.
C. Funding under this Agreement is contingent upon annual appropriation by the City
Council through the City's annual budget process.
D. If GYEDC fails to substantially perform the services required under this Agreement, the
City Council may decline to renew this Agreement.
E. Nothing in this Agreement prevents the City and GYEDC from entering into separate
agreements for additional services upon mutually agreed terms and conditions.
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IV. METHOD OF PAYMENT
A. Subject to the terms and conditions of this Agreement, the City shall disburse funding to
GYEDC in four (4) equal quarterly payments of $58,000 each. Payments shall be made
in July, October, January, and April.
B. GYEDC shall submit a quarterly request for payment to the City together with the
quarterly report required under this Agreement.
C. Upon approval of the quarterly request, the City shall issue payment within fifteen (15)
days.
D. The City may withhold or delay payment, in whole or in part, if GYEDC:
1. Fails to substantially perform the services required under this Agreement;
2. Fails to provide required reports, records, or other information;
3. Fails to maintain the financial records required by this Agreement; or
4. Uses City funds for purposes inconsistent with this Agreement.
Except where immediate action is necessary to protect the City's interests, the City shall
provide written notice of any material deficiency and a reasonable opportunity to cure
before withholding or delaying future payments.
V. TERMINATION
The City may terminate this Agreement without cause upon thirty (30) days written notice,
for material breach after notice and opportunity to cure, or by mutual written consent of
the Parties.
VI. INDEMNIFICATION
To the fullest extent permitted by law, GYEDC shall defend, indemnify, and hold harmless
the City, its agents, representatives, officers, directors, officials, volunteers, and employees
from and against all claims, liabilities, demands, damages, losses, injuries to persons or
property (including death), and expenses, including attorney fees, litigation expenses, and
appellate costs (collectively, "Claims"), to the extent such Claims arise out of or result from
GYEDC's intentional, reckless, or negligent acts, errors, omissions, or other conduct in the
performance of this Agreement. This obligation includes the acts, errors, or omissions of
GYEDC's employees, agents, contractors, subcontractors, and any other person or entity
for whom GYEDC is legally responsible.
The insurance requirements set forth in this Agreement do not limit GYEDC's indemnification
obligations under this Section, nor do the indemnification obligations limit the insurance
requirements of this Agreement.
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VII. INSURANCE
A. General Insurance
1. Insurer Qualifications. Without limiting any obligations or liabilities of GYEDC under
this Agreement, GYEDC shall procure and maintain, at its sole expense, the
insurance coverages required herein. All insurance shall be issued by insurance
companies authorized to transact business in the State of Arizona pursuant to A.R.S.
§ 20-206, as amended, and rated A- or better by AM Best, Inc., unless otherwise
approved in writing by the City. All policies and endorsements shall be subject to
the City’s reasonable approval. Failure to maintain the required insurance may
result in termination of this Agreement at the City’s option.
2. No Representation of Coverage Adequacy. The City may review GYEDC’s insurance
policies, certificates, and endorsements; however, the City is not obligated to do so.
The City’s failure to request, review, or identify any deficiency in insurance coverage
shall not relieve GYEDC of its obligation to procure and maintain the insurance
required by this Agreement.
3. Additional Insured. Except for Workers’ Compensation and Professional Liability
insurance, all required insurance shall include the City, its agents, representatives,
officers, officials, and employees as additional insureds to the fullest extent permitted
by law for claims arising out of GYEDC’s performance of this Agreement.
4. Waiver of Subrogation. Except for Professional Liability insurance, all required
insurance policies shall include a waiver of the insurer’s rights of recovery or
subrogation against the City, its agents, representatives, officers, officials, and
employees for claims arising out of GYEDC’s performance of this Agreement. GYEDC
shall obtain written endorsements evidencing such waiver.
5. Coverage Term. All required insurance shall remain in effect throughout the term of
this Agreement and until completion and acceptance of all services required under
this Agreement, unless otherwise specified herein.
6. Primary and Non-Contributory Coverage. GYEDC’s insurance shall be endorsed to
provide primary and non-contributory coverage with respect to the City and any
insurance maintained by the City for claims arising out of GYEDC’s performance of
this Agreement.
7. Claims-Made Coverage. If any required insurance is written on a claims-made basis,
GYEDC shall maintain continuous coverage or obtain an extended reporting period
for a minimum of three (3) years following completion and acceptance of the
services. GYEDC shall provide evidence of such continuing coverage annually
during the extended reporting period.
8. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions
applicable to required insurance shall be the sole responsibility of GYEDC and shall
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not reduce or otherwise limit the coverage available to the City.
9. Subcontractors. If GYEDC uses subcontractors to perform any portion of the services
under this Agreement, GYEDC shall require each subcontractor to maintain
insurance meeting the requirements of this Agreement or shall include such
subcontractors under GYEDC’s insurance coverage. GYEDC shall remain
responsible for all work performed by subcontractors and shall provide evidence of
required insurance upon request by the City.
10. Evidence of Insurance. Before commencing work or receiving payment under this
Agreement, GYEDC shall provide the City with certificates of insurance, required
endorsements, and declaration pages evidencing the required coverage, limits,
and policy provisions. The City may rely upon such documents as evidence of
coverage; however, acceptance of such documents shall not waive or modify any
insurance obligation of GYEDC.
If any required policy expires during the term of this Agreement, GYEDC shall provide
renewal certificates and applicable endorsements to the City at least thirty (30) days
before expiration.
11. Certificates of insurance shall identify this Agreement and include, where applicable,
confirmation that:
a) The City, its agents, representatives, officers, officials, and employees are
additional insureds under Commercial General Liability coverage using ISO
Form CG 20 10 03 97, or an equivalent form;
b) GYEDC’s insurance is primary and non-contributory with respect to claims
arising out of GYEDC’s performance of this Agreement; and
c) Required policies include waiver of subrogation in favor of the City, except
Professional Liability insurance.
B. Required Insurance Coverage
1. Commercial General Liability. GYEDC shall maintain Commercial General Liability
insurance on an occurrence basis with limits of not less than:
• $1,000,000 each occurrence;
• $2,000,000 Products and Completed Operations Aggregate; and
• $2,000,000 General Aggregate.
Coverage shall include liability arising from premises, operations, independent
contractors, products-completed operations, personal injury, and advertising injury.
Coverage shall be at least as broad as ISO Form CG 00 01, or an equivalent form,
and shall include a separation of insureds provision.
The City shall be included as an additional insured under ISO Form CG 20 10 03 97,
or an equivalent endorsement, for claims arising out of GYEDC’s performance of
this Agreement.
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If excess or umbrella insurance is used to satisfy these requirements, such coverage
shall follow form and provide coverage equal to or broader than the underlying
insurance.
2. Professional Liability. If the services provided under this Agreement include
professional services, or if GYEDC performs professional services related to this
Agreement, GYEDC shall maintain Professional Liability insurance covering negligent
acts, errors, and omissions arising from such services. Professional Liability insurance
shall have limits of not less than:
• $2,000,000 each claim; and
• $2,000,000 annual aggregate.
C. Cancellation and Material Change Notice
GYEDC shall provide the City with written notice of cancellation, nonrenewal, or
material reduction in coverage within thirty (30) days of receiving notice from the
insurer, to the extent such notice is available under the applicable insurance policy.
D. Workers’ Compensation
GYEDC acknowledges that its employees, agents, contractors, volunteers, and
directors are not employees of the City and are not entitled to any benefits provided
by the City, including workers’ compensation benefits.
GYEDC is solely responsible for providing workers’ compensation coverage for its
employees and for any injuries or claims arising from the performance of this
Agreement.
VIII. GENERAL CONDITIONS
A. Non-Discrimination Laws. GYEDC shall not discriminate against any person on the basis
of race, religion, color, age, sex, disability, sexual identity, sexual orientation, gender or
national origin in the performance of this Agreement, and shall comply with the terms
and intent of Title VII of the Civil Rights Act of 1964, as amended, State Executive Order
2009-09, the Rehabilitation Act of 1973, as amended, which prohibits discrimination in
the employment or advancement in employment of qualified persons because of
physical or mental disability, and with the Americans with Disability Act of 1990. In
addition, GYEDC shall include similar requirements of subcontractors in any contracts
entered into for performance of GYEDC’s obligations under this Agreement.
B. Financial Review. GYEDC shall make its financial records available for inspection by the
City, or its designee, upon reasonable notice during normal business hours. GYEDC shall
provide the City with a copy of its independent financial audit upon completion if
conducted during the term of this Agreement. The City reserves the right to review or
audit the use of City funds under this Agreement upon reasonable notice, and GYEDC
shall cooperate with any such review or audit.
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C. Compliance with Laws. GYEDC shall comply with all federal, state, and local laws and
ordinances applicable to its performance under this Agreement. In addition, GYEDC
shall include similar requirements of subcontractors in any contracts entered into for
performance of GYEDC obligations under this Agreement.
D. Successors and Assigns. This Agreement is not assignable unless both Parties mutually
consent otherwise in writing and signed by both Parties. The requirements of this
Agreement are binding upon the heirs, executors, administrators, successors, and
assigns of both Parties.
E. Attorney Fees and Costs. In the event any action, suit or proceeding is brought for
failure to observe any of the terms, covenants, or provisions of this Agreement, the
prevailing party shall be entitled to recover as part of such action or proceeding, all
litigation, arbitration, and collection expenses, including, but not limited to, witness fees,
court costs, and reasonable attorney fees.
F. Laws Governing/Venue. This Agreement shall be governed by the laws of the State of
Arizona, as to validity, interpretation, and performance. Any and all suits for any and
every breach of this Agreement, or other judicial proceeding for the enforcement or
interpretation of this Agreement shall be instituted and maintained in Superior Court in
Yuma County, Arizona.
G. Non-Waiver. The failure or delay of either Party to insist upon strict performance of any
of the provisions of this Agreement, or to exercise any of the rights or remedies provided
by this Agreement, shall not release either Party from any of the responsibilities or
obligations imposed by law or by this Agreement, and shall not be deemed a waiver
of any right of either Party to insist upon strict performance of this Agreement.
H. Severability. If any part, term, or provision of this Agreement is by the courts held to be
illegal or in conflict with any law of the State of Arizona, the validity of the remaining
portions or provisions shall not be affected, and the rights and obligations of the parties
shall be construed and enforced as if the Agreement did not contain the particular
part, term, or provision held to be invalid.
I. Entire Agreement and Amendments. This instrument contains the entire Agreement
between the Parties, and no oral or written statement, promises, or inducements made
by either Party or agent of either Party that is not contained in this written Agreement,
or specifically referred to in this written Agreement shall be valid or binding; and this
Agreement may not be enlarged, modified, or altered except in writing signed by both
Parties.
J. Relationship of Parties. The Parties understand and expressly agree that GYEDC is an
independent contractor and is not an employee of the City. Nothing in this Agreement
constitutes a partnership or joint venture between the Parties and neither Party is the
principal or agent of the other.
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K. Rights/Obligations of Parties Only. The terms of this Agreement are intended only to
define the respective rights and obligations of the Parties. Nothing in this Agreement
shall create any rights or duties in favor of any potential third-party beneficiary or other
person, agency, or organization.
L. Time of the Essence. Time is of the essence in this Agreement. Unless otherwise
specifically provided in this Agreement, any consent to delay in the performance of
GYEDC of any obligation shall be applicable only to the particular transaction to which
it relates, and it shall not be applicable to any other obligation or transaction.
M. Dispute Resolution. The Parties agree that in the event of a dispute arising out of, or
relating to, this Agreement, they will make good faith efforts to resolve the dispute
without legal action. In the event the dispute cannot be resolved, the Parties may
pursue any action permitted by applicable law or the terms of this Agreement.
N. Conflict of Interest. This contract shall be subject to the Conflict-of-Interest provisions of
A.R.S. § 38-511, as amended.
O. Environmental Conditions. GYEDC shall take all steps necessary to ensure GYEDC
compliance with all applicable federal, state, and local environmental laws,
regulations and ordinances, and shall indemnify and hold the City harmless for any
remediation required and from and against any and all liabilities, losses, suits, claims,
judgments, fines or demands arising by reason of injury or death to any person or
damage to any property or the environment of any nature whatsoever arising out of
violations of such laws, regulations and ordinances.
P. E-verify Requirements. To the extent applicable under A.R.S. § 41-4401, GYEDC and its
subcontractors warrant compliance with all federal immigration laws and regulations
that relate to their employees and their compliance with the E-verify requirements
under A.R.S. § 23-214(A). GYEDC’s or its subcontractor’s failure to comply with such
warranty shall be deemed a material breach of this Agreement and may result in the
termination of this Agreement by the City.
The City retains the legal right to inspect the papers of any GYEDC contractor or
subcontractor employee who works on this Agreement to ensure that GYEDC or
subcontractor is complying with this warranty.
Q. Political Activities. Employees, directors, board members, officers, and volunteers of
GYEDC are prohibited from engaging in any political activity with respect to
candidates for political office beyond the private expression of personal opinion,
registering as a member of a political party, signing petitions, and voting in any special,
general, or primary election. No employee, director, board member, officer, or
volunteer shall solicit any contribution in cash or service from any GYEDC employee,
director, board member, officer, or volunteer to support any candidate for public
office. No employee, director, board member, officer, or volunteer shall use the name
of GYEDC, or use their affiliation with GYEDC, to engage in any political activity of any
kind or to solicit any contribution in cash or services to support any candidate for public
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office. If an employee, director, board member, officer, or volunteer should engage in
said activities, they shall make it clear that they are doing so in their personal and
private capacity and are not associated with GYEDC in any way while engaging in
said activity. Employees, directors, board members, officers, and volunteers will refrain
from engaging in any political activity while attending or participating in any GYEDC
function or event.
R. Boycott of Israel. Pursuant to A.R.S. § 35-393.01, GYEDC certifies that GYEDC is not
engaged in a boycott of Israel as of the effective date of this Agreement and agrees
for the duration of this Agreement to not engage in a boycott of Israel.
S. Notices. Unless otherwise provided in this Agreement, all notices, demands, requests,
consents, approvals, and other communications (collectively “Notices”) required or
permitted hereunder shall be in writing and delivered by registered or certified U.S. mail,
postage prepaid, or personally delivered, at the address shown below. Notices shall
be deemed received at the time of actual receipt, which shall be evidenced by a
copy of receipt (in the case of notices that are personally delivered), or as evidenced
by the United States Postal Service receipt, or ten (10) calendar days after mailing,
whichever comes first, in the case of notices that are mailed:
City of Yuma Greater Yuma Economic Development
Attention: City Administrator Corporation (GYEDC)
One City Plaza Attention: Greg LaVann, President & CEO
Yuma, AZ 85364 PO Box 369
Yuma, AZ 85364
T. Provisions Required by Law. Each and every provision of law and any clause required
by law to be in this Agreement will be read and enforced as though it were included
herein and, if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either Party, this Agreement will
promptly be physically amended to make such insertion or correction.
U. Authority of Parties. The persons executing this Agreement on behalf of the Parties
represent and guarantee they are authorized to do so, on behalf of themselves and
the entity they represent. Further representation is made that due diligence has
occurred, and that all necessary internal procedures and processes, including
compliance with the open meeting law where necessary, have been satisfied in order
to legally bind the entity to the terms of this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement this ______ day of ____________,
2026.
City of Yuma, an Arizona Municipal Corporation Greater Yuma Economic
Development Corporation, an Arizona
not-for-profit organization
_______________________________________ ____________________
Jay Simonton Greg LaVann
Acting City Administrator President & CEO
ATTEST:
______________________________
Janet Pierson
City Clerk
_______________________________
DATE
APPROVED AS TO FORM:
______________________________
Richard W. Files
City Attorney
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