AGREEMENT.PDF

PROJECT FUNDING AGREEMENT
BETWEEN
MARICOPA COUNTY AIR QUALITY DEPARTMENT
AND
THE STATE OF ARIZONA
Agreement Number OGFR-18-0002
This Agreement ("Agreement") is between the Maricopa County Air Quality Department,
("MCAQD") and the State of Arizona, acting through the Arizona Department of
Administration, Office of Grants and Federal Resources ("State") (collectively, "Parties").
AUTHORIZATION
1) Executive Order 2013-09 authorizes the Office of Grants and Federal Resources to
establish partnerships and working relationships with private and local government
entities to enhance Arizona's ability to procure and manage grants.
BACKGROUND
2) The State is interested in a collaboration effort with MCAQD on the Kids Making Sense
Program. The intent of the program is to increase awareness of air quality and particle
pollution issues within Maricopa County. Through the usage of hand-held sensors and
cellphones, students collect real data in real time.
PURPOSE OF THE AGREEMENT
3) The purpose of this Agreement is to set forth the terms and conditions under which
the State will provide non-federal funding for the costs associated with the classroom
kits and all additional materials required for MCAQD to offer the program to more
schools, resulting in a greater impact on local air quality.
TERM, EFFECTIVE DATE, AND TERMINATION
4) Term and Effective Date: This Agreement will be effective upon execution by both
Parties and will expire on December 31, 2018. Pre-Agreement obligations will be
allowed pursuant to Paragraph 7 below, Responsibilities of the State.
5) Termination:
a) In the event of a material breach of any of the provisions of this Agreement, the
non-defaulting party shall give written notice to the defaulting party specifically
setting forth the nature of the breach. Upon being served with such notice, the
defaulting party shall have ten (10) days in which to cure said breach. If said breach
has not been cured within the ten (10) days, then the non-defaulting Party may
terminate this Agreement.
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b) The Parties each represent that, as of the date of execution of this Agreement,
they are not aware of any facts or circumstances which would give rise to a
cancellation right in favor of any party pursuant to A.R.S. § 38-511 i.e. any person
significantly involved in the initiating, negotiating, securing, drafting or creation of
this Agreement was or is an employee or agent of the other party to the Agreement
in any capacity or a consultant to the other party with respect to the subject matter
of this Agreement.
OBLIGATIONS OF THE PARTIES
6) Responsibilities of MCAQD:
a) MCAQD shall provide to the State the following data associated with MCAQD's
implementation of its Kids Making Sense Program.
(1) Number of schools involved in the program, each quarter.
(2) Number of kits delivered each quarter to participating schools.
(3) Number of educational sessions held per quarter at those schools.
(4) Number of student contacts per quarter.
7) Responsibilities of State:
a) State will provide MCAQD no more than $28,000 towards the following items:
i) Three (3) classroom kits which includes thirty (30) AirBeam sensors and thirty
(30) Android cell phones.
ii) Thirty (30) "go straps" for cell phones
iii) Thirty (30) dishpans
iv) Three (3) small totes (for sensors and cell phones)
v) Six (6) large totes
vi) Verizon Hotspot with 2-year data plan
vii) Office supplies which includes laminating material, binders, report covers, page
protectors, and other ancillary supplies.
b) Payment to MCAQD will be made as soon as possible after the State receives all
requested supplemental material under paragraph 7) a.
MISCELLANEOUS TERMS
8) The Parties warrant that they are in compliance with A.R.S. § 41-4401 and
further acknowledge that:
a) Any contractor or subcontractor who is contracted by a party to perform
work related to this Agreement shall warrant their compliance with all federal
immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214(A);
b) That any breach of the warranty, shall be deemed a material breach of this
Agreement that is subject to penalties up to and including termination of this
Agreement;
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c) The Parties retain the legal right to inspect the papers of any contractor or
subcontractor employee who performs work related to this Agreement to
ensure that the contractor or subcontractor is complying with the warranty
above and that the contractor agrees to make all papers and employment
records of said employee available during normal working hours to facilitate
such an inspection; and
d) Nothing in this Agreement shall make any contractor or subcontractor an
agent or employee of the Parties to this Agreement.
9) It is understood that the Parties shall comply with the provisions of State Executive
Order 2009-9, Title VI of the Civil Rights Act of 1964, as amended, Section 504 of the
Rehabilitation Act of 1973, as amended, and the Americans with Disabilities Act, as
amended.
10)This Agreement does not imply authority to perform any tasks, or accept any
responsibility, not expressly stated in this Agreement.
11)This Agreement does not create a duty or responsibility unless the intention to do so
is clearly and unambiguously stated in this Agreement. This Agreement shall not
relieve the parties of any obligation or responsibility imposed on it by law.
12)Th is Agreement contains the entire agreement of the Parties with respect to its subject
matter and supersedes all prior and contemporaneous agreements, understandings,
and inducements, whether express or implied, oral or written.
13)Any change, modification or extension of this Agreement must be in the form of a
written amendment to this Agreement signed by duly authorized representatives of
the Parties.
14)This Agreement has been arrived at by negotiation and shall not be construed for or
against any party.
15)The Parties agree that all the conditions set forth herein are material to this Agreement
and a breach of any condition is a breach of this Agreement.
16)The failure of either party to insist in any one or more instances upon the full and
complete performance of any of the terms and provisions of this Agreement to be
performed by the other party or to take any action permitted thus thereof shall not be
construed as a waiver or relinquishment of the right to insist upon full and complete
performance of the same or any other covenant or condition either in the past or in the
future. The acceptance by either party of sums less than may be due and owing at
any time shall not be construed as an accord and satisfaction.
17)The substantive laws of Arizona (without reference to any choice of law principles)
shall govern the interpretation, validity, performance and enforcement of this
Agreement. The Parties further agree to cooperate in all ways reasonable and
necessary to comply with the applicable statutes, including amending this Agreement
as needed in the future and making any refunds or payments that might be required
to bring the Parties into full compliance with applicable law.
18)Nothing in this Agreement is intended to create any third-party beneficiary rights; and
State and MCAQD expressly state that this Agreement does not create any third-party
rights of enforcement.
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19)This Agreement may be executed in any number of counterparts, all such counterparts
shall be deemed to constitute one and the same instrument, and each of said
counterparts shall be deemed an original hereof.
20)If the last day of any time stated herein shall fall on a Saturday, Sunday or legal holiday
in the State of Arizona, then the duration of such time shall be extended so that it shall
end on the next succeeding day which is not a Saturday, Sunday or legal holiday.
21)Time is of the essence in this Agreement.
22)Except as expressly provided herein, no party may delegate or assign its rights or
responsibilities under this Agreement without prior written approval of the other party
and any purported assignment or delegation in violation of this provision shall be void.
23)Pursuant to A.R.S. §§ 35-214 and 35-215, MCAQD shall retain all records relating to
this Agreement for a period of five years after completion of the Agreement. All
records shall be subject to inspection and audit by the State at reasonable times.
Upon request, MCAQD shall produce the original of any or all such records at the
offices of the Arizona Department of Administration.
24)The parties to this Agreement agree to resolve all disputes arising out of or relating to
this Agreement through arbitration, after exhausting applicable administrative review,
to the extent required by A.R.S. § 12-1518 except as may be required by other
applicable statutes.
25)All notices required or permitted under this Agreement shall be given in writing and
addressed as follows:
Notice to State shall be addressed as follows:
Matthew Hanson
Statewide Grants Administrator
Arizona Department of Administration
100 North 15th Avenue, Suite 305
Phoenix, Arizona 85007
Notice to MCAQD shall be addressed as follows:
Jenny Frank
Education Outreach Coordinator
Maricopa County Air Quality Department
1001 North Central Avenue, #125
Phoenix, AZ 85004
End of Agreement - Signature Page Follows
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SIGNATURE PAGE
MARICOPA COUNTY AIR QUALITY STATE OF ARIZONA
DEPARTMENT
Approved and Accepted by: Approved and Accepted by:
Steve Chucri, Chairman Date Craig Brown, Director Date
Maricopa County Arizona Department of Administration
Board of County Supervisors
Date:
ATTEST:
By: Date:
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
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