VSUW CAMPAIGN SERVICES

Maricopa County Employees Combined Charitable Campaign and
Valley of the Sun United Way
Campaign Services and Fiscal Sponsor Agreement
Marieopa County, a political subdivision of the State of Arizona, and the Valley of the Sun
United Way, a non-profit corporation (VSUW), enter in this Campaign Services and Fiscal
Sponsor Agreement effective June 1, 2018 (Agreement). This Agreement is a financial
agreement. Marieopa County and VSUW may be referred to individually as "Party" and
collectively as "Parties."
. PURPOSE
Marieopa County, by and through its Board of Supervisors, supports and authorizes the
Maricopa County Employees Combined Charitable Campaign (CCC). The Maricopa County
Employees Combined Charitable Campaign Executive Committee (Executive Committee) is the
designated body to lead and manage the CCC with the assistance and support of VSUW. The
purpose of this agreement is to authorize VSUW to act as Fiscal Sponsor and to provide
Campaign Services for the CCC and the County EASE Fund. Per IRS guidelines, as a Fiscal
Sponsor, VSUW is required to exercise complete discretion and control of the County
EASE Fund.
II. TERM AND TERMINATION
A. The term of this Agreement shall be for one year from June 1, 2018 through May 31,
2019. The Agreement is effective when executed by the Parties. The Agreement
may be extended, by mutual agreement, for four (4) additional one-year terms. All
amendments to this Agreement shall be in writing and executed by the Parties.
B. Pursuant to A.R.S. § 38-511, Parties may cancel this Agreement without penalty or
further obligation within three years after execution of the Agreement, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the
contract on behalf of a Party is at any time while the Agreement or any extension of the
Agreement is in effect, an employee or agent of any other party to the Agreement in
any capacity or consultant to any other party of the Agreement with respect to the
subject matter of the Agreement. Additionally, pursuant to A.R.S. § 38-511, the Parties
may recoup any fee or commission paid or due to any person significantly involved in
initiating, negotiating, securing, drafting or creating the Agreement on behalf of the
Party from any other party to the Agreement arising as the result of the Agreement.
C. Either Party may terminate this Agreement at any time by giving the other Party at least
sixty (60) calendar days prior notice in writing (unless terminated by Maticopa County
under the Availability of Funds provision). The notice shall be given by personal
delivery or by registered or certified mail, postage prepaid and returned receipt
requested to the persons at the addresses set forth on Paragraph III of this Agreement.

D. This Agreement may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
E. Maricopa County has the right to terminate this Agreement upon twenty-four (24) hour
notice when Maricopa County deems the health or welfare of the service recipients are
endangered or VSUW's non-compliance jeopardizes funding source financial
participation.
F. If not terminated by one of the above methods, this Agreement will terminate upon the
expiration of the term of this Agreement stated in Paragraph ILA of this Agreement.
Statement of Work
III. VSUW OBLIGATIONS
VSUW will be responsible for the following:
A. Campaign Coordination
VSUW will:
I. Participate as a nonvoting member of the Executive Committee meetings and any
special sessions scheduled.
2. Prepare materials and reports requested of VSUW for meetings.
3. Provide ongoing assistance in development of campaign goals and strategies. As
reasonably called upon, VSUW staff will participate in campaign planning and
training sessions. VSUW will provide assistance in campaign goal setting and
creation of campaign strategies. VSUW staff will provide information to the
Executive Committee regarding campaign best practices and other information
pertinent to the campaign.
4. Provide year round consultation services.
5. Be available for consultation regarding the campaign on a year round basis.
6. Arrange speakers, tours and agency fairs and will provide speakers, tours and
agency fairs utilizing standing relationships with agencies and speakers in
Maricopa County, following VSUW speaker guidelines, and at the request of the
Executive Committee and Department Representatives.
7. Conduct Training for Executive Committee leadership who are selected by the
Committee to attend VSUW's annual Campaign Manager training, and to
committee members as reasonably requested.
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8. Participate in Marieopa County's Department Representative Training Sessions as
necessary.
B. Campaign Processing Services
VSUW will:
. Agency Certification
a. Assist in identifying and assigning agency codes for all agencies approved by
Maricopa County to be part of the CCC.
b. Notify Maricopa County of agencies that have not received any donations/
designations for two years.
2. Pledge Processing
VSUW will:
a. Provide, free of charge, the updated version of the electronic online pledge
processing system, including regular updates that it selects in conjunction with
the Executive Committee, on an annual basis while this Agreement is in effect
without charging a transaction or system fees.
b. Provide Maricopa County with two to three hours of training on the pledge
processing system for employees who will need to access the application to
run reports, and one to two hours of training for the Department
Representatives who will be assisting employees to make their donations
online.
c. Pick up report envelopes, as needed, from the designated Campaign Financial
Administrator.
d. Enter the donation amounts (for paper pledges and special events) into the
electronic pledge processing system.
e. Build the Maricopa County website for the electronic pledge processing
system according to VSUW's standard parameters for such web sites and in
consultation with Maricopa County.
f. Provide campaign materials, such as pamphlets and video tapes, as requested.
3. Disbursement of Funds
VSUW will:
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a. Provide a post-campaign report detailing the characteristics of the campaign,
including dollars raised, employee participation, and donation designations.
b. Assign to VSUW all donor contributions that are not designated; except that
all Special Event contributions not otherwise designated will be default to
EASE, less the administrative costs.
c. Release EASE funds monthly based on payments received by Maricopa
County.
d. Within 30 calendar days of Maricopa County's written request, provide a
funds distribution report to Maricopa County identifying the anticipated
disbursement of employee pledge dollars, allowing Maricopa County to sign
off on the distribution of funds.
e. Distribute funds to designated agencies by the 15th day of each month, based
on payments received through the end of the previous month from Maricopa
County, as long as those agencies comply with VSUW's electronic fund
transfer policies; otherwise, VSUW will distribute funds to designated
agencies on either a quarterly or year-end basis, based on payments received
from Maricopa County.
f. Agrees that the Maricopa County EASE fund will receive 100% of the funds
received through Special Events and dollars designated by employees for
EASE fund during the employee giving campaign, less the administrative
costs.
4. Donor Information and Confidentiality
V SUW will:
a. Protect donor information as reasonably instructed by the Executive
Committee.
b. Refrain from releasing any Maricopa County employee information to any
party, unless instructed to do so by the donor. This provision does not restrict
identifying distributed funds from Maricopa County on the distribution of
checks or reports when necessary in the processing of funds distribution, or to
send acknowledgment letters of Maricopa County employee donations.
c. Track donation amounts and designation history of the CCC.
C. VSUW Tax ID Number
VSUW will maintain policies guiding the use of their tax ID number and issuance of
tax letters in accordance with IRS guidelines and regulations.
D. Ease Fund Administration
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VSUW will:
1. Assist with management and operation of the County EASE Fund as detailed in
the EASE Fund Policy.
2. Provide a VSUW staff liaison to the EASE Fund Committee.
3. Provide advisory consultation services during review of applications to the EASE
Fund.
4. Prepare check requests and generate checks to EASE Fund approved applicants,
as authorized by the County Ease Fund Manager. Checks will be delivered via
Coyote Courier at Maricopa County's cost, unless another method is determined
by VSUW and Maricopa County.
5. Maintain current accounting of funds held in the EASE Fund, provide a monthly
report of the balances and distribution of the fund to the EASE Fund Manager,
and maintain allocation history of the EASE Fund. Within 30 days of Maricopa
County's request, VSUW will provide a summary report outlining the prior year's
expenditures, funding activity and balances, and addition of funds from the most
recent campaign.
6. Provide 501(c)(3) designation for Maricopa County's use for disbursement of
EASE Fund funds.
7. In conjunction with the EASE Committee, review and revise EASE Fund
application materials, as required.
8. Have final approval of the EASE Fund process and EASE Fund distributions.
9. Review and approve the EASE Fund policy and process on an annual basis.
IV. MARICOPA COUNTY OBLIGATIONS
Maricopa County will be responsible for the following:
A. Campaign Management
1. Campaign Management Services: The Campaign Financial Administrator will
provide VSUW staff with dates of meetings, events and deadlines. All dates will
be made known to VSUW, as soon as they are scheduled by the Executive
Committee.
2. Campaign Management Resources
a. The Campaign Financial Administrator will submit requests for campaign
materials and supplies in a timely manner.
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b. Members of Executive Committee and department representatives will submit
requests for speakers, tours and agency fairs in a timely manner to the VSUW
development representative who has been assigned to them. All requests must
be submitted at least ten (10) business days prior to the date of the event.
B. Campaign Processing Services
. Agency Certification
a. The Executive Committee will request and review agency applications per
CCC criteria and will inform agencies of their acceptance. The approved list
will be provided to VSUW for coding. At a minimum, approved agencies
must:
i. Be registered with the IRS as a 501(0(3) tax-exempt, non-profit
organization.
Be compliant with all applicable state laws and regulations including the
maintenance of corporate status as designated by the state of incorporation
regulatory agency.
Not knowingly employ individuals or contribute funds to organizations
identified on the U.S. Government, European Union, or the United
Nations terrorist-related list.
b. The Executive Committee will make available the approved Maricopa County
Agency List to County Employees.
C. Pledge Processing
1. The Campaign Financial Administrator will:
a. Collect the report envelopes, review them for accuracy, and give them to
VSUW for processing.
b. Assist VSUW staff in resolving pledge information and designation issues.
c. Run reports frequently to review for inconsistencies and provide campaign
updates to the Executive Committee.
D. Disbursement of Funds
Maricopa County is responsible for forwarding payroll deduction payments to VSUW
for distribution on a timely basis, typically monthly.
E. Ease Fund Administration
1. The County EASE Fund Committee will be responsible for the following:
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a. Setting its meeting schedule.
b. Providing a trained staff member to serve as intake coordinator.
c. Convening committee members to review and approve/deny applications.
d. Intake and initial processing of EASE Fund applications.
e. Providing appropriate documentation to VSUW in order to facilitate
generation of payment.
f. Honoring requirements and procedures in keeping with IRS guidelines for use
of 501(c)(3) designation.
F. VSUW Tax ID Number
Maricopa County agrees:
1. That VSUW's tax ID number shall not be used in any capacity outside of the
normal pledge process without written VSUW approval or consent and that all use
of the VSUW tax ID number for solicitations of gifts or special event
sponsorships must be pre-approved by VSUW.
2. To comply with all VSUW policies guiding the use of their tax ID number and
issuance of tax letters in accordance with IRS guidelines and regulations.
3. To make all requests for use of the VSUW tax ID number to the County EASE
Fund Manager, who will submit said requests to the VSUW staff liaison for that
year's campaign.
V. FEES
VSUW shall receive a fee of seven percent (7%) of the total amount collected for the
one-year term of this Agreement as an administrative fee for acting in the capacity of
Fiscal Sponsor for Maricopa County and providing campaign management services and
resources, campaign processing service and EASE Fund administration.
VI. INDEMNIFICATION
A. To the fullest extent permitted by law, and to the extent that claims, damages, losses
or expenses are not covered and paid by insurance purchased by the VSUW, VSUW
shall defend indemnify and hold harmless Maricopa County, its agents,
representatives, agents, officers, directors, officials, and employees from and against
all claims, damages, losses, and expenses (including, but not limited to attorneys'
fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate
proceedings) arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, or mistakes relating to the performance of VSUW's obligations under this
Agreement.
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B. The amount and type of insurance coverage requirements set forth herein will in no
way be construed as limiting the scope of the indemnity in this paragraph.
C. The scope of this indemnification does not extend to the sole negligence, acts, or
omissions of Maricopa County.
VII. INSURANCE
A. VSUW and its subcontractors, at VSUW's and its subcontractors' own expense, shall
purchase and maintain the herein stipulated minimum insurance from a company or
companies duly licensed by the State of Arizona and possessing a current A.M. Best,
Inc. rating of B++ 6. In lieu of State of Arizona licensing, the stipulated insurance
may be purchased from a company or companies, which are authorized to do business
in the State of Arizona, provided that said insurance companies meet the approval of
Maricopa County. The form of any insurance policies and forms must be acceptable
to Maricopa County.
B. All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the Agreement is
satisfactorily completed. Failure to do so may, at the discretion of Maricopa County,
constitute a material breach of this Agreement.
C. For negligent acts, errors, omissions, or mistakes relating to the performance of
VSUW's obligations under this Agreement only, VSUW's insurance shall be primary
insurance with respect to Maricopa County, and any insurance or self-insurance
maintained by Maricopa County shall not contribute to it in those circumstances.
Any failure to comply with the claim reporting provisions of the insurance policies or
any breach of an insurance policy warranty shall not affect the Maricopa County's
right to coverage afforded under the insurance policies. The insurance policies may
provide coverage that contains deductibles or self-insurance retentions. In the
circumstances described in this paragraph, VSUW shall be solely responsible for the
deductible and/or self-insurance retention.
D. Maricopa County reserves the right to request and to receive, within 10 business days,
evidence of any or all of the herein required insurance policies and/or endorsements.
Maricopa County shall not be obligated, however, to review such policies and/or
endorsements or to advise VSUW of any deficiencies in such policies and
endorsements, and such receipt shall not relieve VSUW from, or be deemed a waiver
of, Maricopa County's right to insist on strict fulfillment of VSUW's obligations
under this Agreement.
E. VSUW and its subcontractors' insurance policies required by this Agreement, except
Workers' Compensation, shall name Maricopa County, its agents, representatives,
officers, directors, officials and employees as Additional Insureds. VSUW and
VSUVs and subcontractors' insurance policies required hereunder, except Workers'
Compensation, shall contain a waiver of transfer of rights of recovery (subrogation)
against Maricopa County, its agents, representatives, officers, directors, officials and
employees only for any claims arising out of negligent acts, errors, omissions, or
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mistakes relating to the performance of VSUW's obligations under this Agreement.
This waiver shall not apply to claims that are determined to be related to or arising
from the sole negligence, acts, or omissions of Maricopa County
F. Commercial General Liability. VSUW shall maintain Commercial General Liability
insurance and, if necessary, Commercial Umbrella insurance with a limit of not less
than $1,000,000 for each occurrence, $2,000,000 Products/Completed Operations
Aggregate, and $2,000,000 General Aggregate Limit. The policy shall include
coverage for premises liability, bodily injury, broad form property damage, personal
injury, products and completed operations and blanket contractual coverage.
G. Workers' Compensation. VSUW shall maintain Workers' Compensation insurance
to cover obligations imposed by federal and state statutes having jurisdiction of
VSUW's employees engaged in the performance of the work or services under this
Agreement; and Employer's Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit.
Professional Liability. VSUW shall maintain Professional Liability insurance which
will provide coverage for any and all acts arising out of the work or services
performed by the VSUW under the terms of this Agreement, with a limit of not less
than $1,000,000 for each claim.
H. For damages arising out of negligent acts, errors, omissions, or mistakes relating to
the performance of VSUW's obligations under this Agreement, VSUW and its
subcontractors waive all rights against Maricopa County and its agents, officers,
directors and employees for recovery of damages to the extent these damages are
covered by the Workers' Compensation and Employer's Liability or commercial
umbrella liability insurance obtained by VSUW and its subcontractors pursuant to
this Agreement.
Evidence of Insurance Coverage. Prior to commencement of work or services under
this Agreement, VSUW shall furnish Maricopa County with the following:
Certificates of Insurance in a form acceptable to Maricopa County, or formal
endorsements as required by this Agreement, in the form provided by the Maricopa
County, issued by VSUW's insurer(s), as evidence that policies providing the
required coverages, conditions and limits required by this Agreement are in full force
and effect. Such certificates shall identify this Agreement title.
VIII. GOVERNING LAW. All questions relating to the execution, interpretation and
performance of this Agreement shall be governed by the laws of the State of Arizona.
IX. NOTICES. All notices to either Party (each a "Notice") will be in writing, will refer
specifically to this Agreement and will be hand delivered or sent by express courier
service, costs prepaid to the respective address specified below (or to such other address
as may be specified by Notice to the other Party):
If to Marieopa County, to:
Joy Rich, County Manager
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301 W Jefferson St, 10 th Fl
Phoenix, AZ 85003
If to VSUW, to:
Tanya Muniz, Chief Financial Officer
3200 E Camelback Rd, Suite 375
Phoenix, AZ 85018
Such Notice will be deemed to be duly provided when received if sent by courier
service or when delivered if transmitted by hand delivery.
X. ENTIRE AGREEMENT, MODIFICATION, ASSIGNMENT AND
COUNTERPARTS
This Agreement constitutes the entire understanding between the Parties and supersedes
all prior written or oral proposals or agreements pertaining to the subject matter herein.
No modification of this Agreement will be effective unless made in writing and executed
by duly authorized representatives of each Party. This Agreement may be executed in
multiple counterparts, each of which shall be deemed as original, but all of which, when
taken together, shall constitute one and the same instrument.
XI. SEVERABILITY
If any provision of this Agreement is held invalid, all other provisions of this Agreement
shall remain in effect; provided, however, that the invalid provision may be modified by
the Parties, an arbitrator or a court of law, as needed to make such provision valid.
XII. SURVIVAL
The provisions of this Agreement, which by their very nature would continue beyond
termination, or expiration of this Agreement, will continue as valid and enforceable rights
and obligations of the Parties and survive termination or expiration of this Agreement.
XIII. HEADINGS
The headings used in this Agreement are for convenience only and are not intended to be
part of the terms and conditions of this Agreement.
XIV. ISRAEL BOYCOTT
Per A.R.S. § 35-393.01, VSUW certifies that it is not currently engaged in, and agrees for
the duration of the Agreement to not engage in, a boycott of Israel.
(Remainder of the page intentionally left blank, signatures to follow)
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IN WITNESS WHEREOF, intending to be legally bound, the Parties have executed or caused
this Agreement to be executed by their duly authorized representatives as of the Effective Date:
VALLEY OF THE SUN UNITED WAY
Date: 57)/ By:
11..7f..1* 11Afinuf(ii Chief Finan 1 Officer
MARICOPA COUNTY
Date: By:
Steve Chucri, Chairman
Maricopa County Board of Supervisors
Date: Attest By:
Fran McCarroll
Clerk of the Board
Approved as to form:
Maricopa County Attorney's Office Date
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