CRF GRANT AGREEMENT WITH MARICOPA COUNTY-FINAL.PDF

CORONAVIRUS RELIEF FUND
GRANT AGREEMENT
THIS CORONAVIRUS RELIEF FUND GRANT AGREEMENT (“Agreement”) is executed to be
effective the day of , 2021 (“Effective Date”) by and between THE CITY OF MESA, an
Arizona municipal corporation (the “City”), and MARICOPA COUNTY, a political subdivision of the
State of Arizona (the County”). The City and the County may be referred to jointly as “Parties,” and
each separately may be referred to as a “Party.”
RECITALS
A. Section 601(a) of the Social Security Act, as added by section 5001 of the Coronavirus Aid, Relief,
and Economic Security Act (“CARES Act”), established the Coronavirus Relief Fund (the “Fund”),
appropriating $150 billion to the Fund to make payments for specified uses to certain units of government,
including qualifying local governments.
B. The City and the County, as qualified local governments, received Fund monies to be used in
accordance with the requirements of the CARES Act for necessary expenditures incurred due to the public
health emergency with respect to the Coronavirus Disease 2019 (““COVID-~19”).
C. The County established the Maricopa County Small Business Grant Program (“Grant Program”),
in which the County contracts with the Arizona Community Foundation (“ACF”), an Arizona non-profit
corporation, to provide Fund monies to small businesses and non-profits throughout Maricopa County to
respond to the effects of the COVID-19 emergency.
D. The City wishes to provide certain Fund monies to the County for use in the Grant Program;
specifically, the Fund monies provided by the City to the County for use in the Grant Program shall be
paid to only small businesses or non-profits meeting and complying with the qualifications and program
guidelines for the Grant Program, and that have a physical, commercial address in Mesa, Arizona.
AGREEMENT
NOW THEREFORE, in consideration of the reciprocal promises contained in this Agreement, and for
other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the
Parties agree to the following terms & conditions.
Section 1. Term
1.01 Term. The term of this Agreement is from the Effective Date through December 30, 2020
(“Term”). The Term of this Agreement will continue during any period in which the County maintains
control over any unspent CARES Act Funds provided to the County pursuant to this Agreement.
1.02 Unspent Grant Amount. Within fifteen (15) calendar days of the expiration or termination of this
Agreement, or by December 30, 2020, whichever is earlier, the County shall reimburse the City any
unspent or unused portion of the Grant Amount (as that term is defined in Section 2 below).

Section 2. Grant Amount
2.01 Grant Amount. In accordance with the requirements of the CARES Act and this Agreement, the
City will provide the County with a grant of Fund monies not to exceed $2,000,000.00 (“Grant
Amount”). The City will provide the County the Grant Amount as a one-time payment. The City is not
liable to the County for any purchases or contracts that the County enters into in anticipation of receiving
funds under this Agreement.
Section 3. Use of the Grant Amount
3.01 Permitted Use. The entirety of the Grant Amount must be used by the County for the Grant
Program and must be granted to small businesses or non-profits which: (i) meet and comply with the
qualifications and program guidelines for the Grant Program, attached as Exhibit A, and (ii) have a
physical, commercial address in Mesa, Arizona. The Grant Amount may only be spent on the direct costs
of the Grant Program. Use of the Grant Amount for any indirect costs of the Grant Program is strictly
prohibited which includes, by way of example, but not limitation, the County’s administrative costs,
employee salaries, general operating costs, or any other programs or services offered by the County.
3.02 CARES Act Requirements. The Grant Amount must be used by the County in accordance with
applicable law including, but not limited to, the following requirements of the CARES Act that the
expenditure of the Grant Amount by the County: (i) is necessary and incurred due to the public health
emergency with respect to COVID-19; (ii) was not accounted for in any funds the County otherwise
received from the City; and (iii) the costs were incurred during the period of March 1, 2020 through
December 30, 2020.
3.03 Reimbursement of Grant Funds. The County acknowledges and agrees that the failure of the
County to meet the requirements for the use of the Grant Amount in this Agreement, including granting
any portion of the Grant Amount to a business or non-profit not located within Mesa, Arizona, may result
in the City requiring, through any means allowed by law, the reimbursement and collection of any or all
of the Grant Amount from the County.
Section 4. Reporting Requirements; Audit
4.01 Reporting and Documentation Requirements. Within fifteen (15) calendar days following the
earlier of either (a) the County having expended the entirety of the Grant Amount, or (b) December 30,
2020, the County will submit to the City a report detailing the expenditure of the Grant Amount, including:
(i) the Grant Program applications of every small business and non-profit that received any portion of the
Grant Amount, and (ii) an accounting of every small business and non-profit that received any portion of
the Grant Amount, including the amount awarded, and additional identifying information of the small
business and non-profit. The form of said accounting will be on the spreadsheet provided by the City and
attached to this Agreement as Exhibit B. The County will provide the City with any additional
information or documentation reasonably requested by the City.
4.02 Records Retention. The County must preserve the records related to this Agreement for six (6)
years after completion of the Agreement. The records to be maintained include, but are not limited to,
records that reasonably enable the City to determine whether the County utilized the Grant Amount in
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accordance with this Agreement and applicable federal, state and local laws and regulations. The City or
its authorized agents reserve the right to inspect any relevant records related to the expenditure of the
Grant Amount or to the Agreement. The County will permit such inspections and audits during normal
business hours and upon reasonable notice by the City.
4.03 Audit. As a recipient of Fund money, the City is subject to audit and review to determine
compliance with applicable laws and regulations, including the CARES Act. As recipients of the Grant
Amount under this Agreement, the County and ACF, are also subject to audit and review. If any audit by
any governmental agency determines that the City should be reimbursed funds due to the County’s or
ACF’s performance of this Agreement, the City will immediately notify the County of the determination
and provide the County an opportunity to respond to the determination. The County will reimburse the
City within sixty (60) days of receipt of written notice of reimbursement from the City.
Section 5. Responsibilities of ACF
5.02 The County’s Agreement with ACF. The Parties understand and acknowledge that the County
has an agreement with ACF to operate the Grant Program, attached as Exhibit C, and that ACF is
responsible for distributing the Grant Program funds to small businesses and non-profits which meet and
comply with the qualifications and program guidelines for the Grant Program (Exhibit A).
5.02 ACF Compliance. The County shall ensure that ACF complies with all of the terms and conditions
of this Agreement and the County shall amend its current agreement with ACF to include the following
terms and conditions, if not already included in the agreement with ACF:
(A) The Grant Amount must be used by ACF in accordance with applicable law including, but
not limited to, the following requirements of the CARES Act that the expenditure of the Grant Amount
by ACF: (i) is necessary and incurred due to the public health emergency with respect to COVID-19; (ii)
was not accounted for in in any funds of ACF otherwise received from the City or the County; and (iii)
the costs were incurred during the period of March 1, 2020 through December 30, 2020.
(B) The Grant Amount must be distributed by ACF to small businesses or nonprofits meeting and
complying with the qualifications and program guidelines for the Grant Program, attached as Exhibit A,
and that have a physical, commercial address in Mesa, Arizona.
(C) ACF must preserve the records related to this Agreement for six (6) years after completion of
the Agreement. The records to be maintained include, but are not limited to, records that reasonably
enable the City and the County to determine whether ACF utilized the Grant Amount in accordance with
applicable federal, state and local laws and regulations and this Agreement. ACF shall permit the City
and the County to inspect, during normal business hours and upon reasonable notice by the City or the
County, any relevant records related to the expenditure of the Grant Amount or this Agreement.
(D) As a subrecipient of the Grant Amount, ACF is subject to audit and review as set forth in
Section 4.03 of this Agreement.
5.03 Disclosure of Agreement with ACF. The County shall provide to the City a copy of the agreement
between the County and ACF regarding the Grant Program, and the amendments required by Section 5.02,
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prior to the Effective Date of this Agreement, and such agreement with amendments will be attached to
this Agreement as Exhibit C.
Section 6. Indemnification
6.01 General. To the fullest extent permitted by law, the County will defend, indemnify and hold
harmless the City, its elected officials, officers, agents, employees, and volunteers (collectively, including
the City, “City Indemnified Parties”) from and against all losses, demands, expenses (including
reasonable attorneys’ fees and costs of litigation), damages, claims, suits, fines, judgments, or other
liabilities (collectively “Claims”) of any kind relating to, resulting from or arising out of this Agreement
or the County’s, or its officers, employees, agents or subcontractors (collectively, including the County
and ACF, “County Agents”), use, disbursement, or expenditure of the Grant Amount. The County’s
indemnification of the City covers any situation where liability is created based on the failure to comply
with this Agreement or with any applicable law, ordinance, or regulation. The City assumes no liability
for the County Agents’ actions and will not indemnify nor hold the County Agents harmless for any
Claims based on this Agreement, the Grant Program, or the use, disbursement, or expenditure of the Grant
Amount by the County Agents. During the course of any litigation, the County will update the City in a
timely manner as to any issues that may involve the City’s independent negligence that is not covered by
the indemnification. The indemnification, duty to defend and hold harmless set forth in this Subsection
6.01 shall apply to all Claims except Claims arising from the negligence or intentional acts of the City
Indemnified Parties.
6.02Audits and Reviews. The City is subject to audit and review to determine compliance with applicable
laws and regulations related to the Funds. As subrecipients of Fund monies awarded to the City, the
County and ACF are also subject to audit and review. The County’s duty to defend, indemnify and hold
harmless the City Indemnified Parties outlined in Subsection 6.01 above includes when an audit or review
by an agency of the federal, state, or local government results in a determination that the City must repay
any portion of the Grant Amount due to County Agents’ failure to follow the requirements of this
Agreement; the County will reimburse the City the cost of such repayment within thirty (30) days of
demand.
Section 7. Default; Remedies
7.01 Events of Default. A Party will be in default of the Agreement if that Party: (i) is or becomes
insolvent or is a party to any voluntary or not timely removed involuntary bankruptcy, receivership
proceeding, makes an assignment for a creditor, or there is any similar action affecting the capability to
perform under the Agreement; (ii) conducts business in an unethical manner, as set forth in the City
Procurement Rules Article 7, or in an illegal manner; or (iv) fails to carry out any term, promise, or
condition of the Agreement.
7.02 Notice and Opportunity to Cure. In the event a Party is in default then the other Party will provide
written notice to the defaulting Party who will have seven (7) calendar days to cure the default from the
date of receipt of the notice; the cure period may be extended by mutual agreement of the Parties. A default
notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and
extent of such default. Failure of the non-defaulting Party to provide notice of the default does not waive

any rights under the Agreement. Failure of the defaulting Party to cure the default will entitle the non-
defaulting Party to the election of remedies set forth in Subsection 7.04 below.
7.03 Anticipatory Repudiation. Whenever the City in good faith has reason to question the County’s
intent to perform, the City may demand that the County give the City a written assurance of its intent to
perform. If the County fails to give the City written assurance within ten (10) calendar days after receipt
of the demand, the City may treat this as a failure of the requirements of this Agreement and utilize the
remedies in Subsection 7.04.
7.04 Remedies. Following Notice and an Opportunity to Cure as set forth in Subsection 7.02 above,
each Party may exercise any and all available legal and equitable rights and remedies on account of any
breach or default of this Agreement including, without limitation, an action for specific performance of
this Agreement or the non-defaulting Party may terminate the Agreement and the termination will be
effective immediately upon notice to the defaulting Party. Neither Party will be liable for incidental,
special, or consequential damages in terminating this Agreement. The remedies set forth in this
Agreement are not exclusive; election of one remedy will not preclude the use of other remedies.
Section 8. General Terms and Conditions
8.01 Entire Agreement. This Agreement, along with the Recitals and Exhibits which are incorporated
herein by this reference, represents all the terms and conditions agreed on by the Parties with respect to
its subject matter. The Agreement replaces and supersedes any previous agreements, representations,
understandings, and negotiations of the Parties, oral or written, with respect to the subject matter of this
Agreement. This Agreement constitutes a binding obligation of each Party. Amendments will only be
done by a written instrument signed by both Parties.
8.02 Termination. The City or the County may suspend or terminate this Agreement if the County fails
to comply with any material term of the Agreement. If the City terminates the Agreement, the County
shall reimburse the City any unspent or unused portion of the Grant Amount, within thirty (30) calendar
days or receiving notice of such termination.
8.03 Relationship: Independent Entity. This Agreement will not be construed as creating a joint
venture, legal partnership, or any other cooperative or joint arrangement between the Parties. It is
expressly understood that the County is an independent entity from the City and all persons employed by
the County, either directly or indirectly, are County employees, not City employees. Accordingly, the
County and its employees are not entitled to any benefits provided to City employees and will not be
regarded as City employees or agents for any purpose, including the payment of unemployment or
workers’ compensation. If any County employee or subcontractor asserts a claim for wages or other
employment benefits against the City, the County will defend, indemnify, and hold harmless the City
Indemnified Parties from all such claims.
8.04 Compliance with Federal, State, and Local Law. The County will comply with and stay fully
informed of all current and future federal, state, and local laws and regulations applicable to the Agreement
a, including the specific laws enumerated in this Agreement and those related to CARES Act Funds, and
will comply with the same at its own expense. The County bears full responsibility for training, safety,
and providing necessary equipment to its employees to achieve compliance. Upon the City’s request, the
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County will demonstrate to the City’s reasonable satisfaction any programs, procedures, and other
activities used to ensure compliance.
(A) Nondiscrimination. The County understands and acknowledges that it is the policy of the
City to promote non-discrimination. As such, the County represents and warrants that it does not
discriminate against any employee or applicant for employment, or person to whom it provides services,
because of race, color, national origin, age, disability, religion, sex, sexual orientation, gender identity and
expression, veterans’ status, marital status, or genetic information, and represents and warrants that it
complies with all applicable federal, state, and local laws and executive orders regarding employment.
The County and its personnel will comply with applicable provisions of the following laws, as amended:
Title VII of the U.S. Civil Rights Act of 1964, section 504 of the Federal Rehabilitation Act, and the
Americans with Disabilities Act (42 U.S.C. § 12101 et seq.).
(B) Arizona Law. The Parties specifically acknowledge the following Arizona statutes that
may be applicable to this Agreement and terms required to be in this Agreement are deemed included
herein: A.R.S. § 38-511; A.R.S. § 42-17106; A.R.S. § 41-4401 and A.R.S. § 23-214(A); A.R.S. § 35-
392; A.R.S. § 35-393.01; A.R.S. § 38-504; and A.R.S. § 39-121 et seq..
(C) Drug-Free Workplace. The City of Mesa has adopted a policy establishing a drug-free
workplace for the City and those doing business with the City to ensure the safety and health of all persons
working on our contracts and projects. The County will require a drug-free workplace for all of its
employees and subcontractors, including ACF, working under this Agreement. Specifically, the County
will notify all of its employees and subcontractors, including ACF, working under this Agreement in
writing that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful
use of a controlled substance in the workplace. The County agrees to prohibit the use of intoxicating
substances by all of its employees and will ensure that its employees do not use or possess illegal drugs
while in the course of performing their duties.
8.05 Taxes. The County is responsible for payment of all applicable taxes arising out of its activities
under this Agreement, including without limitation, federal and state income tax withholding, Social
Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If
any taxing authority should deem the County or its employees an employee of the City, or should
otherwise claim the City is liable for the payment of taxes that are the County’s responsibility under this
Agreement, the County will indemnify the City for any tax liability, interest, and penalties imposed upon
the City. The City is exempt from paying certain Federal Excise Taxes and will furnish an exemption
certificate to the County upon request. The City is not exempt from state and local sales and use taxes.
8.06 Authority. The parties represent and warrant to each other that they each have full power and
authority to enter into and perform this Agreement in accordance with its terms and conditions, and that
the individual executing this Agreement is authorized to do so. This Agreement constitutes a binding
obligation of each party.
8.07 No Waiver. Any delay by the City or County or failure to exercise any right or option in this
Agreement does not constitute a waiver of the City’s or the County’s rights under this Agreement in any
way. The City’s or the County’s failure or delay to exercise a right does not release the City or the County
of any of the warranties or other obligations of the Agreement. No right of this Agreement can be waived
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unless done so in writing by the waiving party.
8.08 Notices. All notices to be given pursuant to this Agreement will be delivered to the addresses
listed in this Subsection 8.08 which may be amended in writing by a Party. Notice will be personally
delivered, sent via certified or registered mail (postage prepaid), sent via overnight courier, or via fax.
Receipt of any notice or communication under this Agreement means actual receipt, or two (2) business
days after the notice or communication is deposited with the U.S. Post Office for delivery to the
appropriate address, whichever occurs first.
To County:
Maricopa County
Attn: Deputy County Manager Lee Ann Bohn
301 West Jefferson, 9"* Floor
Phoenix, Arizona 85003
With a required copy to:
Maricopa County
Attn: Deputy County Attorney Randall Pennington
160 South 4" Avenue
Phoenix, Arizona 85003
To City: City of Mesa
Attn: City Manager
20 East Main Street
P.O. Box 1466 (USPS mail only)
Mesa, Arizona 85211
With a required copy to: City of Mesa
Attn: City Attorney
20 East Main Street
P.O. Box 1466 (USPS mail only)
Mesa, Arizona 85211
8.09 No Third-Party Beneficiaries. This Agreement is intended for the exclusive benefit of the Parties
and does not create any benefits, rights, or responsibilities in any third-party.
8.10 Force Majeure. Failure by either Party to perform its duties and obligations will be excused bya
Force Majeure Event. The Party whose performance is so affected will, within five (5) calendar days,
notify the other Party of all pertinent facts and identify the Force Majeure Event. The Party whose
performance is so affected will also take all reasonable steps, promptly and diligently, to prevent such
causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or performance
date will be extended for a period equal to the time lost by reason of delay, plus such additional time as
may be reasonably necessary to overcome the effect of the delay; provided, however, under no
circumstances will delays caused by a Force Majeure Event extend beyond the period in the CARES Act
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required for the expenditure of Funds. “Force Majeure Event” means any of the following: (a)
emergency situation (any situation arising from sudden and reasonably unforeseeable events beyond the
control of the source, including Acts of God); (b) the acts of labor unions resulting in labor difficulties or
strikes; (c) the acts or regulations of public authorities or agencies; (d) civil tumult or war; (e) interruption
or delay of transportation service; or (f) any cause beyond the reasonable control of the Parties. As the
funds in this Agreement are for the purpose of responding to COVID-19, a COVID-19 related emergency
shall not constitute a Force Majeure Event unless agreed to by the Parties.
8.11 Non-exclusivity. No exclusive rights are encompassed through this Agreement.
8.12 Surviving Provisions. Notwithstanding any completion, termination, or other expiration of this
Agreement, all provisions that, by the terms of reasonable interpretation thereof, set forth rights and
obligations that extend beyond completion, termination, or other expiration of this Agreement, will
survive and remain in full force and effect including, but not limited to, the indemnification provisions in
Section 6. Except as specifically provided in this Agreement, completion, termination, or other expiration
of this Agreement will not release any Party from any liability or obligation arising prior to the date of
termination.
8.14 Continuation During Disputes. During any dispute between the Parties, the County agrees to
continue to perform its obligations under this Agreement until the dispute is settled or the County is either
asked by the City or obligated to cease performance.
8.15 Further Documents and Acts. Each Party will execute all documents and perform all acts as
reasonably may be requested by the other Party to complete the activities described herein.
8.16 Provisions Required by Law. Any provision required by law to be in this Agreement is a part of
this Agreement as if fully stated in it.
8.17 Severability. If any term, provision, covenant or condition of this Agreement is held invalid,
unenforceable or void, the remainder of this Agreement will remain in full force and effect.
8.18 Governing Law. Any dispute with respect to this Agreement will be governed by the laws of the
State of Arizona and litigated in a court of competent jurisdiction in Maricopa County, Arizona. The
Parties agree that should a dispute created by this Agreement be governed by federal law, the issue will
be litigated in a federal court of competent jurisdiction in Maricopa County, Arizona. The Parties will not
raise, and hereby waive, any defenses based on venue, inconvenience of forum, or lack of personal
jurisdiction in any action or suit brought in accordance with this Agreement. The Parties acknowledge
that they have read and understand this clause and agree voluntarily to its terms.
8.19 Headings. All headings used in this Agreement are only for reference purposes and do not affect
the interpretation of the Agreement.
8.20 Subcontracting. The County may not subcontract any part of its performance under this
Agreement, to any other person or entity other than ACF, without the City’s express written permission.
It is agreed that all subcontractors performing work under this Agreement, including ACF, will comply
with its provisions. Further, all agreements between the County and its subcontractors, including ACF,
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will provide that the terms and conditions of this Agreement be incorporated therein.
8.21 Successors and Assignment. The County will not assign or otherwise transfer, in whole or in part,
this Agreement or any of its rights or duties under the Agreement without first obtaining the City’s written
consent. Any assignment or transfer of this Agreement by the County without the City’s consent will be
null and void. All attempts by the County to assign any part of this Agreement without the City’s consent
will give the City the right, at the City’s option, to terminate the Agreement. No granting of consent to
any assignment will relieve the County from any of the County’s obligations and liabilities under this
Agreement. The terms, covenants and conditions of this Agreement will inure to the benefit of, and be
binding upon, the parties hereto and their respective permitted successors and assigns.
8.22 Incorporation of Exhibits by Reference. All Exhibits to this Agreement are fully incorporated as
though set forth in the body of this Agreement.
By executing below, each Party acknowledges that it understands, approves, and accepts all the
terms of this Agreement.
Maricopa County, a subdivision of the State of Arizona
(Described as the “County” throughout the Agreement)
Signature:
Printed Name:
Title:
City of Mesa, an Arizona municipal corporation
(Described as the “City” throughout the Agreement)
Signature: Nh Lahn f A We
Printed Name: ( \wéh poled
Title: 3