18-198219 IGA MARICOPA COUNTY AQD FINAL 051818.DOCX

GOVERNMENT SERVICES CONTRACT (GSC)
ARIZONA DEPARTMENT Page 1 of 7
OF Contract No.: ADEQ18-198219
ENVIRONMENTAL QUALITY Effective Date: Upon ADEQ
Director’s signature
Termination Date: June 30, 2019
Agreement Title: GSC Maricopa County AQD Travel Reduction Program (TRP)
COUNTY/GRANTEE CONTRACT ADMINISTRATOR
MARICOPA COUNTY AIR QUALITY DEPARTMENT Arizona Department of Environmental Quality
1001 N. CENTRAL AVE., SUITE 125 Contracts and Procurement Section
PHOENIX, AZ 85004 1110 West Washington Street
Phoenix, AZ 85007-2935
`` Name: Philip A. McNeely Chief Procurement Officer: Teena Ziegler
Title: Director
Maricopa County Air Quality Department Procurement Officer: Susan Holt
Phone: 602-506-6443
Email: PhilMcNeely@mail.maricopa.gov Phone/Email 602-771-4256 holt.susan@azdeq.gov
`
THIS AGREEMENT, is between the STATE OF ARIZONA DEPARTMENT OF ENVIRONMENTAL QUALITY [hereinafter
referred to as the “Department” or “ADEQ”], established and authorized to contract pursuant to A.R.S. § 49-104, and MARICOPA
COUNTY AIR QUALITY DEPARTMENT [hereinafter referred to as the “Grantee” or “the County”].
The purpose of this Agreement is to provide funding for the Maricopa County Travel Reduction Program (TRP) required by A.R.S. §§ 49-
581 through 49-593.
Maricopa County will administer the program, in accordance with the attached Workplan.
This Agreement, including Agreement Terms, Workplan, Attachments, Amendments, and any modifications approved in accordance
herewith, shall constitute the entire Agreement between the parties and supersede all other understandings, oral or written.
This Agreement contains the following documents:
1. Agreement Terms
2. Workplan
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above and hereto agree to carry
out the terms of this Agreement.
MARICOPA COUNTY, a political subdivision of the State of Arizona
By:
MARICOPA COUNTY ARIZONA DEPARTMENT OF
ENVIRONMENTAL QUALITY
Signature Signature
STEVE CHUCRI TIMOTHY FRANQUIST
Printed Name Printed Name
CHAIRMAN, Maricopa County Board of Supervisors DIRECTOR, AIR QUALITY DIVISION
Title Title
The above referenced Contract is hereby executed this __________
Date Day of _________________________, 2018.

Approved as to Form:
______________________________
Deputy County Attorney
ATTEST:
By:
Clerk of the Maricopa County Board of Supervisors
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this ____ day of __________, 2018, before me personally appeared _____________________, the Chairman
of Maricopa County Board of Supervisors, for and on behalf of MARICOPA COUNTY, a political subdivision of the
State of Arizona, whose identity was proven to me on the basis of satisfactory evidence to be the person who he or she
Claims to be, and acknowledged that he or she signed the above/attached document.
By: ________________________________________________
Notary Public
My Commission Expires: _______________________________
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ADEQ18-198219
AGREEMENT TERMS
1. Recitals: The purpose of this Agreement is to provide funding for the Maricopa County Travel Reduction
Program (TRP) required by A.R.S. §§ 49-581 through 49-593.
1.1 ADEQ will provide funding to the Program.
1.2 The County will execute the attached Workplan.
1.3 The Parties agree to expeditiously initiate and complete the attached Workplan under this Agreement. The
Parties warrant, represent and agree that they, their employees and representatives will comply with all
applicable provisions provided herein.
2. Definitions: The following definitions shall apply to the terms used in this Agreement, except where the
context necessarily requires otherwise.
2.1 “§” means Section.
2.2 “A.A.C.” means Arizona Administrative Code.
2.3 “A.R.S.” means Arizona Revised Statutes.
2.4 “Agreement” means this written document between ADEQ and MARICOPA COUNTY AIR QUALITY
DEPARTMENT.
2.5 “County” means MARICOPA COUNTY AIR QUALITY DEPARTMENT.
2.6 “Department” or “ADEQ” means the Arizona Department of Environmental Quality.
2.7 "Parties" means ADEQ and MARICOPA COUNTY AIR QUALITY DEPARTMENT.
2.8 “State” means the State of Arizona.
2.9 “Program” means Maricopa County Travel Reduction Program (TRP).
3. Access to Information: Subject to statutory confidentiality requirements of the County and ADEQ, both
parties to this Agreement shall have full, complete and equal access to data and information prepared under
this Agreement on a no-charge basis.
4. Amendment: This Agreement may be modified only by written Contract Amendment signed by the Director
or designee, of ADEQ and the person duly authorized to act on behalf of the County. Contract Amendments
shall be executed with the same formalities as this Agreement. Executed copies of any Amendment shall be
provided to both parties.
5. Amount of Agreement: ADEQ will provide County with up to $872,692 to execute the Workplan. Any
changes or modifications to any part of this Agreement shall be modified only by written Contract
Amendment.
6. Governing Law:
6.1 This Contract shall be governed by and construed in accordance with the laws of the State of Arizona and
the Arizona Procurement Code. In the event of any judicial proceeding related to this Agreement, the parties
agree that venue shall be proper in Maricopa County, Arizona.
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6.2 Implied Consent Terms: Each provision of law and any terms required by law to be in this Agreement are
a part of this Agreement as if fully stated in it.
7. Assignment: Neither Party may assign any rights hereunder without the express, written, prior consent of
the other Party.
8. Audit of Records: Pursuant to Arizona Revised Statutes (“A.R.S.”) Section (“§”) 35-214 and § 35-215, the
County shall retain all data, books and other records (“records”) relating to this Agreement for a period of
five years after completion of the Agreement, any litigation, claim, negotiation, audit, cost recovery, or action
involving the records has been completed. All records shall be subject to inspection and audit by the State at
reasonable times. Upon request, the County shall produce the original of any or all such records.
9. Cancellation of State Contracts for Conflict of Interest: Both parties may cancel this Agreement, without
penalty of further obligation, pursuant to A.R.S. §38-511.
10. Agreement Term: The initial term of this Agreement shall be from the execution of signatures by both
parties through June 30, 2019. The Agreement may be renegotiated for additional periods, by formal Contract
Amendment, subject to the requirements and/or limitations by Federal or State regulations.
11. Effective Date: This Agreement shall become effective upon signature by the Director of ADEQ, or
Designee, after execution of the agreement by the County.
12. Non-Availability of Funds: Every payment obligation of ADEQ under this Contract is conditioned upon
the availability of funds appropriated or allocated for the payment of such obligation. If funds are not
allocated and available for the continuance of this Agreement, this Agreement may be terminated by either
party at the end of the period for which funds are available. No liability shall accrue to either party in the
event this provision is exercised, and the parties shall not be obligated or liable for any future payments or
for any damages as a result of termination under this paragraph.
13. Notices, Correspondence, Reports and Invoices:
13.1 All notices and correspondence from the County except correspondence described in 13.2 below shall be sent
to:
Arizona Department of Environmental Quality
Air Quality Division
Lisa Tomczak, Project Manager
1110 West Washington Street
Phoenix, AZ 85007-2935
tomczak.lisa@azdeq.gov
13.2 All correspondence relating to the execution of the Contract, clarification of this Contract, and Contract
Amendments shall be sent to:
For ADEQ: For Maricopa County:
Arizona Department of Environmental Quality Maricopa County Air Quality Department
Contracts and Procurement Section Maria Cody, Travel Reduction & Outreach Div. Mgr.
Susan Holt, Sr. Procurement Specialist 1001 N. Central Ave., Suite 125
1110 West Washington Street Phoenix, AZ 85004
Phoenix, AZ 85007-2935
holt.susan@azdeq.gov MariaCody@mail.maricopa.gov
602-771-4256 602-506-6936
13.3 All invoices and reports relating to the Contract shall be sent to:
AccountsPayable@azdeq.gov
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13.4 Either party to this Agreement may designate a new contact by filing a notice with the other party in
accordance with these notice requirements.
13.5 Monthly reports and invoices shall be submitted within 25 days following the last day of the prior month.
Quarterly reports shall be submitted within 45 days following the conclusion of each prior quarter. An annual
report shall be submitted within 105 days following the last day of the fiscal year.
14. Ownership of Information: Both parties retain title to all documents, reports, data, and other materials
prepared as a part of the Program. ADEQ and Maricopa County shall have full and complete rights to
reproduce, duplicate, disclose, perform and otherwise use all information prepared under this Agreement.
15. Payment:
15.1 All requests for reimbursement shall be accompanied by reasonable assurance that the goods and services for
which reimbursement is requested were actually received and performed, and payments were made during
the period for which reimbursement is requested.
15.2 The County shall submit a monthly invoice of charges as identified in Section 13.3 of this agreement within
ten business days after the last day of the month covered by the invoice. Each payment for the contract will
be made Net 30 Days after approval of the Project Manager. Payments to the County shall be made in
accordance with the requirements of the Scope of Work of this Agreement.
15.3 The Contractor shall submit an invoice of expenditures which shall include the following:
Title of Project
County Name
Contract Number
Time Period covered
Whether an interim or final report
Total expense to date
Total reimbursement due
Summary of work conducted
Itemized expenses
The final report shall state any unexpected funds
16. Reporting: Reporting shall be in accordance with the Workplan attached to this Agreement.
17. Printing Credit: Promotional materials, such as brochures, advertisements, videos, maps, technical reports,
etc. developed for the Program, shall show credit to the producing party. All promotional materials shall be
printed to the extent possible on recycled paper with the statement “Printed on Recycled Paper” printed on
the cover sheet.
18. Program Review:
18.1 It is the responsibility of the County to coordinate with ADEQ regarding the progress of the Program. ADEQ
may request, at its discretion, progress updates.
18.2 It is the responsibility of ADEQ to review and confirm the progress of this Program. Therefore, ADEQ
reserves the right to meet with the Contractor or its subcontractors at reasonable intervals for purposes of
review of the work and the progress of the Program.
18.3 ADEQ reserves the right to review and approve any and all forms, questionnaires, brochures, and other
special purpose documents developed by the Contractor or its subcontractors for use in the Project.
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19. Severability: The provisions of this Agreement are severable to the extent that any provision or application
deemed to be invalid shall not affect any other provision or application of the Agreement, which shall remain
in effect without the invalid provision or application.
20. Termination:
20.1 ADEQ or the County may terminate this Agreement at any time, with or without cause, after giving 30 days
written notice of termination to the County or ADEQ, as appropriate. The notice shall specify the effective
date of termination.
20.2 In the event the Agreement is terminated, with or without cause, County shall deliver all finished or
unfinished documents, data, and reports prepared as a result of this Agreement to ADEQ within thirty
business days after the effective date of termination.
21. Indemnification: Each party (as "Indemnitor") agrees to defend, indemnify, and hold harmless the other
party (as "Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as "Claims") arising out of bodily injury of
any person (including death) or property damage, but only to the extent that such Claims which result in
vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or
other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. The State of Arizona,
(State Agency) is self-insured per A.R.S. § 41-621.
In addition, should the County utilize a contractor(s) and subcontractor(s), the indemnification clause
between the County and its contractor(s) and subcontractor(s) shall include the following:
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the County and
the State of Arizona, and any jurisdiction or agency issuing any permits for any work arising out of this
Agreement, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and
employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities,
damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing,
investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury
(including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in
whole or in part, by the negligent or willful acts or omissions of the contractor or any of the directors, officers,
agents, or employees or subcontractors of such contractor. This indemnity includes any claim or amount
arising out of or recovered under the Workers’ Compensation Law or arising out of the failure of such
contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It
is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising
solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by such contractor
from and against any and all claims. It is agreed that such contractor will be responsible for primary loss
investigation, defense and judgment costs where this indemnification is applicable. Additionally on all
applicable insurance policies, contractor and its subcontractors shall name the State of Arizona, and its
departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as an
additional insured and also include a waiver of subrogation in favor of the State.
22. E-Verify: To comply with A.R.S. § 41-4401(A), each party hereby warrants its compliance with all federal
immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A). If either party uses
any subcontractors in performance of this Agreement, subcontractors shall warrant their compliance with all
federal immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A). A breach of
this warranty shall be deemed a material breach of the Agreement subject to penalties up to and including
termination of this Agreement. Each party retains the legal right to inspect the papers of any contractor or
subcontractor employee who works on the Agreement to ensure that the contractor or subcontractor is
complying with this warranty.
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23. Conflict Resolution Procedures:
23.1 This Contract shall be governed by and construed in accordance with the laws of the State of Arizona and
the Arizona Procurement Code.
23.2 In the event of any judicial proceeding related to this Agreement or any unauthorized Subcontract the Parties
agree that venue shall be proper in Maricopa County, Arizona. See A.R.S. §§ 12-123 and 12-401(17).
23.3 If a dispute that arises out of this Delegation Agreement is based upon an Administrative Order issued by the
Director of ADEQ under A.R.S. § 49-321 et seq., any and all appeals from such an Order are subject to
hearing at the Arizona Office of Administrative Hearing, and any and all such appeals shall be determined
pursuant to hearing as prescribed by A.R.S. § 41-1092 et seq.
23.4 This Agreement is subject to mandatory arbitration pursuant to A.R.S. § 12-1518, A.R.S. § 12-133, and rules
adopted pursuant to those statutes. If a dispute arises out of this Agreement or any subcontract thereto, and
the amount in controversy does not exceed the statutory amount as set forth by statute, the matter shall be,
upon filing the matter with Maricopa County Superior Court, submitted to and decided by an arbitrator or
arbitrators in accordance with the provisions of Az.R.Civ.Pro.72-76. . Each party shall bear its own arbitration
fees, attorney fees and costs. The decision of the arbitrator is final and binding upon the Parties. If a dispute
arises out of this delegation agreement or any subcontract thereto, and the amount in controversy exceeds the
statutory amount, the matter shall be filed in Maricopa County Superior Court and litigated pursuant to the
appropriate litigation statutes.
24. Waiver: The waiver or failure to enforce any provision of this Agreement will not operate as a waiver of any
future breach of any such provision or any other provision hereof.
25. Non-Discrimination: Pursuant to Title 41, Chapter 9, Article 4 of the Arizona Revised Statutes and
Executive Order 2009-09, the Contractor shall provide access to equal employment opportunities for all
persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, and to all other
applicable State and Federal employment laws, rules, and regulations, including the Americans with
Disabilities Act. Both parties shall take affirmative action to ensure that applicants for employment and
employees are treated without regard to race, age, color, religion, sex, or national origin and in compliance
with the Americans with Disabilities Act.
26. Record Keeping Requirements: Pursuant to A.R.S. §§ 35-214 and 35-215, both Parties shall retain all data,
books, accounts, reports, files and other records (“records”) relating to this Contract for a period of five years
after completion of the Contract, any litigation, claim, negotiation, audit, cost recovery, or action involving
the records has been completed or from the date of complete resolution of any dispute and any applicable
appeals, unless a longer period is required by statute or rule.. All records shall be subject to inspection and
audit by the State at reasonable times. Upon request, either Party shall produce the original of any or all such
records.
27. Lobbying: The Agency shall not engage in lobbying activities, as defined in 40 CFR part 34 and ARS §41-
1231 et seq., using monies paid under this Agreement. Upon signature of this Agreement, the Agency shall
disclose all lobbying activities to ADEQ to the extent they are an actual or potential conflict of interest or
where such activities would create an appearance of impropriety. The Agency shall implement and maintain
adequate controls to ensure that monies paid pursuant to this Agreement shall not be used for lobbying.
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