VALLEY METRO IGA 215-22-2022-00 8.4.21.PDF

AGREEMENT
FOR
EXECUTIVE RECRUITMENT SERVICES
By and Between
Valley Metro Rail Inc. / Regional Public Transportation Authority
Contract # 215-22-2022-00
And
Maricopa County
C#____________________
Pursuant to A.R.S. Sections 11-952, this Non-Financial Agreement (“Agreement”) is entered into as of the
4th day of August, 2021 by and between VALLEY METRO RAIL INC. a public non-profit corporation duly organized
and existing under the laws of the State of Arizona, REGIONAL PUBLIC TRANSPORTATION AUTHORITY,
a public agency duly organized and existing under the laws of the State of Arizona, (collectively referred to as
"Valley Metro"), and MARICOPA COUNTY, a political subdivision, duly organized and existing under the laws of
the State of Arizona (hereinafter referred to as the "County"). Valley Metro and County are also referred to individually
as "Party" or collectively, as "Parties."
WHEREAS, Valley Metro’s, respective Boards of Directors desire to perform, by the most efficient and
effective means possible, the search, recruitment, hiring, and employment of a new Valley Metro Chief Executive
Officer; and
WHEREAS, the County is a political subdivision, which employs a satisfactory number of personnel who
possess the required knowledge and experience to complete the services required.
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference,
the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
SECTION 1. PURPOSE
The purpose of this Agreement is to define the responsibilities of the Parties as it relates to the search,
recruitment, hiring and employment of a new Chief Executive Officer for Valley Metro.
SECTION 2. SCOPE OF WORK
The Parties will work cooperatively to recruit a competent and qualified Chief Executive Officer for Valley
Metro.
A. VALLEY METRO’S RESPONSIBILITIES:
By and through its Boards of Directors and Ad-hoc Committees and in cooperation with the County,
Valley Metro will perform all duties outlined in the Scope of Work attached as Exhibit A, which is
incorporated herein by this reference, by the time periods specified therein, including without
limitation:
a. Pay for the services of a qualified executive search; and
b. Schedule, notice and conduct all meetings of the Boards of Directors, Ad-hoc Committees and
stakeholders in compliance with applicable laws; and
c. Participate in interviews of candidates; and
d. Select a desired candidate and negotiate terms and conditions of an employment contract.
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B. COUNTY RESPONSIBILITIES:
In cooperation with Valley Metro, its Boards of Directors, Ad-hoc Committees, Executive Search
Firm and stakeholders, the County will perform all duties outlined in the Scope of Work attached as
Exhibit A, which is incorporated herein by this reference, by the time periods specified therein,
including without limitation:
a. Procure for the services of a qualified executive search firm to recruit, assess, and evaluate
candidates for Valley Metro; and
b. Coordinate with the selected firm to develop a job description and recruitment brochure to
ensure details are reflective of current needs and responsibilities, including candidate
attributes; and
c. Coordinate with the selected firm to develop advertising, application, and screening process;
and
d. Assist with evaluation of the applicant pool; and
e. Assist with the evaluation, identification, and coordination of interviews of the most highly
qualified candidates; and
f. Coordinate with the selected firm to provide notification to unsuccessful candidates; and
g. Coordinate with the selected firm to assist with reference and/or background checks; and
h. Assist with contract negotiation with the successful candidate.
SECTION 3. TERM OF AGREEMENT
This Agreement shall be for a nine (9) month period commencing August 4, 2021. This Agreement may be
renewed for an additional period not to exceed nine (9) months upon written agreement executed by the
parties.
SECTION 4. EFFECTIVE DATE
This Agreement shall take effect upon full execution by Parties and retroactive to the commencement date
first set forth above.
SECTION 5. TERMINATION
County and Valley Metro hereby agree to full performance of the covenants and obligations contained herein,
except that each reserves the right, at its option and sole discretion, to terminate or abandon the service
provided for in this Agreement, or any portion thereof. Termination of this Agreement may be at any time
and for any reason, with or without cause, upon providing ten (10) calendar days prior written notice to the
other Party. Termination shall be effected by delivery of a Notice of Termination specifying the extent to
which performance of work under the Agreement is terminated, and the date upon which such termination
becomes effective.
SECTION 6. INDEMNIFICATION
1. Except for claims arising solely and exclusively from: 1) the negligent or willful acts or omissions of County,
its officers, officials, agents or employees (hereinafter referred to as “Indemnitee”), and 2) work wholly
performed by indemnitee, Valley Metro shall indemnify, defend, save and hold the Indemnitee harmless from
and against any and all claims, actions, liabilities, damages, losses, expenses and costs (including court costs,
attorneys’ fees and costs of claim processing, primary loss investigation, administrative charges and
litigation) (hereinafter referred to as “Claims”) for failure to hire, bodily injury or personal injury (including
death), loss or damage to tangible property: (1) arising under this Agreement, or (2) caused, or alleged to be
caused, in whole or in part, by the negligent or willful acts or omissions of Valley Metro or any of its owners,
officers, directors, agents, contractor or employees, including employees from the County assigned to work
under this Agreement, part time or full time, for Valley Metro and under the direction of Valley Metro. This
indemnification remains in effect for any work performed by the County under this Agreement up to an
including the date of Termination if exercised by the County.
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SECTION 7. AVAILABILITY OF FUNDS
The provisions of this Agreement are non-financial, however if any action is taken by any Arizona State
governmental agency, federal department or any other agency or instrumentality to suspend, decrease or
terminate its fiscal obligation under, or in connection with this Agreement, the Parties may amend, suspend,
decrease or terminate its obligations under or in connection with this Agreement. In the event of termination,
the Parties shall be liable for payment only for services rendered prior to the effective date of the termination,
provided that such services performed are in accordance with the provisions of this Agreement. The Parties
shall give written notice of the effective date of any suspension, amendment, or termination under this section
at least ten (10) calendar days in advance.
SECTION 8. NOTICE
Any notice, consent or other communication (“Notice”) required or permitted under this Agreement shall be
in writing and either delivered in person, sent by email as PDF or a facsimile transmission, deposited in the
United States mail, postage paid, registered or certified mail, return receipt requested, or deposited with any
commercial air courier or express service addresses as follows:
If intended for Valley Metro:
Valley Metro
Attention: General Counsel and Chief Procurement Officer
101 N. 1st Avenue, Suite 1400
Phoenix, AZ 85003
If intended for County:
[To be filled in]
Notice shall be deemed received at the time it is personally served or, on the day it is sent by facsimile
transmission, on the second day after its deposit with any commercial air courier or express service, if mailed,
ten (10) days after the notice is deposited in the United States mail as provided. Any time period stated in a
Notice shall be computed from the time the Notice is deemed received. Either Party may change its mailing
address, FAX number or the person to receive notice by notifying the other Party as provided in this Section.
Notice sent by facsimile transmission shall also be sent by regular mail to the recipient at the above address.
The requirement for duplicate notice is not intended to change the effective date of the Notice sent by
facsimile transmission.
SECTION 9. AMENDMENT
This Agreement may be modified or amended only by a written document executed by both Parties.
SECTION 10. SEVERABILITY
Any provision of this Agreement that is prohibited or unenforceable under the laws of the State of Arizona
shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof.
SECTION 11. SURVIVAL
The indemnifications and limitations on liability provided in this Agreement shall have full force and effect
notwithstanding any other provisions of this Agreement and shall survive any termination or expiration
thereof.
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SECTION 12. CONFLICTS OF INTEREST
The statutory language of A.R.S. §38-511 applies to this agreement and is incorporated herein by reference.
SECTION 13. COMPLIANCE WITH ARIZONA LAW
Each Party warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that:
A. Its subcontractors, if any, warrant their compliance with all federal immigration laws and
regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection
A; and
B. A breach of a warranty under sections listed above, shall be deemed a material breach of this
Agreement that is subject to penalties up to and including termination of the Agreement; and
C. Each Party retains the legal right to inspect the papers of other Party’s employee or contractors
who work on this Agreement to ensure that the Parties are complying with the warranty
provided under subsections available during normal working hours in order to facilitate such
an inspection.
SECTION 14. COMPLIANCE WITH APPLICABLE LAW
The Parties shall comply with all applicable laws, ordinances, Executive Orders, rules, regulations, standards,
and codes of the Federal, State, and Local governments whether or not specifically referenced herein.
Specifically, the following apply:
A. Unless exempt under Federal law, the Parties shall comply with Title VII of the Civil Rights
Act of 1964, as amended, the Age Discrimination in Employment Act, and State Executive
Order No. 75-5, as updated in State Executive Order No. 99-4, which mandates that all persons,
regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have
equal access to employment opportunities.
B. The Parties shall comply with the Rehabilitation Act of 1973, as amended, which prohibits
discrimination in the employment of qualified persons because of physical or mental disability.
C. The Parties shall comply with the requirements of the Fair Labor Standards Act of 1938, as
amended.
D. The Parties shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the
denial of benefits of, or participation in, contract services on the basis of race, color, or national
origin.
E. The Parties shall comply with the requirements of Section 504 of the Rehabilitation Act of
1973, as amended, which prohibits discrimination on the basis of disability, in delivering
contract services; and with Title II of the Americans with Disabilities Act, and the Arizona
Disability Act, which prohibits discrimination on the basis of physical or mental disabilities in
the provision of contract programs, services, and activities.
F. The Parties shall not discriminate upon the basis of race, color, creed, religion, ancestry,
national origin, sex, gender, sexual orientation, gender identity, disability, age, marital status or
status with regard to the benefits of, or participation in, or use of the programs, services, and
activities.
SECTION 15. EMPLOYMENT DISCLAIMER
Each Party acknowledges that no individual performing work under this Agreement on behalf of a Party is
to be considered an employee of the other. No rights of civil service, retirement, or personnel rules of the
other Party shall accrue to such individual. Each Party shall have total responsibility for all salaries, wages,
bonuses, retirement, withholdings, workman's compensation, occupational disease compensation,
unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto
concerning such individuals it employs and shall save and hold the other Party harmless with respect thereto.
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SECTION 16. NO PARTNERSHIP
Nothing contained in this Agreement shall create any partnership, joint venture or other arrangement between
Parties. Except and expressly provided herein, no term or provision of this Agreement is intended or shall be
for the benefit of any person or entity not a Party hereto, and no such other person or entity shall have any
right or cause of action hereunder.
SECTION 17. VENUE
The proper venue for any proceeding at law or in equity shall be Maricopa County, Arizona.
SECTION 18. NO WAIVER
Waiver of any breach of any term, conditions or covenant herein contained shall not be deemed to be a waiver
of any subsequent breach of any term, covenant or condition herein.
SECTION 19. AUTHORIZATION
Any individual executing this Agreement on behalf of or as representative for a corporation or other person,
firm, partnership or entity represents and warrants that he/she is duly authorized to execute and deliver this
Agreement on behalf of said corporation, person, firm, partnership or other entity and that this Agreement is
binding on said entity in accordance with its terms.
(Intentionally left blank, signatures to follow)
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IN WITNESS WHEREOF, the Parties have each executed this Agreement as of the date first set forth above.
Valley Metro
By: _______________________________________
Scott W. Smith
Chief Executive Officer
APPROVED AS TO FORM:
By: ________________________________
Michael J. Minnaugh
General Counsel
Maricopa County
By: __________________________________
Jack Sellers, Chairman
Maricopa County Board of Supervisors
ATTESTED TO:
By: ______________________
Juanita Garza
Maricopa County Clerk of the Board
APPROVED AS TO FORM:
By: _______________________
Randall B. Pennington
Deputy County Attorney
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