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GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU No.: C-49-18-009-3-00 Amount: $222,431 Effective Date: July 1, 2017 Termination Date: June 30, 2018 This Contract is entered into by and between the Greater Phoenix Convention and Visitors Bureau, hereinafter referred to as "CONTRACTOR", and Maricopa County, Arizona hereinafter referred to as "COUNTY". The CONTRACTOR, for and in consideration of the covenants and conditions set forth herein, shall use the Grant Award for the purpose(s) awarded set forth below. All rights and obligations of the parties shall be governed by the terms of the Contract as set forth herein and attached hereto. COUNTY or CONTRACTOR may be referred to as the "Party" or collectively referred to as the "Parties" within this Contract. This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of the Contract shall be deemed to exist or to bind any of the Parties hereto. Nothing in this Contract shall be construed as consent to any suit or waiver of any defense in a suit brought against the State of Arizona, Maricopa County, or CONTRACTOR in any State or Federal Court. Notice under this Contract shall be given by personal delivery or by mail to the addresses set forth below and shall be effective upon receipt by the Party to whom addressed unless otherwise indicated in said notice. Contractor: Greater Phoenix Convention and Visitors Bureau Phone: (602) 254-6500 Address: One Arizona Center, 400 E. Van Buren, Suite 600, Phoenix, AZ 85004 Maricopa County: Office of Management and Budget Phone: (602) 506-7011 Address: 301 West Jefferson, Phoenix, Arizona 85003 Page 1 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU IN WITNESS WHEREOF, the Parties enter into this Contract: CONTRA T•R: MAR ICOPA COUNTY: BY: BY: Sign ix Convention & Visitors Bureau) Denny Barney, Chairman Maricopa County Board of Supervisors Mike Mooney, Executive VP/C00 Typed Name/Title Clerk of the Board of Supervisors Date Date This Contract has been reviewed pursuant to ARS §§ 11-201 and 11-254 et seq. by the undersigned Deputy County Attorney who has determined that it is proper in form and is within the power and authority granted under the laws of the State of Arizona. Deputy County Attorney Date Page 2 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU This Contract entered into by and between Greater Phoenix Convention and Visitors Bureau, hereinafter referred to as "CONTRACTOR", and the COUNTY OF MARICOPA, ARIZONA hereinafter referred to as "COUNTY", and administered by the Maricopa County Office of Management and Budget hereinafter referred to as "Contract Administrator", on this the first day of July 2017, is to provide economic development services through marketing strategies to COUNTY as detailed in the Scope of Work. It has been determined by the Parties that this contract is being executed for economic development and public purposes; is for the benefit of the public; and will assist in the creation or retention of jobs and otherwise improve or enhance the economic welfare of the inhabitants of Maricopa County. SCOPE OF WORK The CONTRACTOR will operate the CONVENTION & TOURISM DESTINATION MARKETING PROGRAM to promote the greater Phoenix area to conventions and tourism during the COUNTY'S 2017-2018 fiscal year. CONTRACTOR's primary geographical scope includes all of Maricopa County, Arizona. CONTRACTOR acts as an umbrella organization working in concert with other Convention Bureaus and tourism-related entities within Maricopa County. COUNTY funding shall be used to promote the area in general and specifically to attempt to expand the number of events held at any major COUNTY owned facility/site. COUNTY is funding up to $222,431 for this purpose. Term Specific activities and tasks currently planned for the Fiscal Year 2017-2018 are as follows. This Contract shall be effective through June 30, 2018. Activity #1 Attract Conventions, Conferences and Meetings - The CONTRACTOR will attract conventions, conferences, and meetings to Maricopa County. Specific tasks required in FY 2017-2018 to attract meetings and conventions are summarized below. • CONTRACTOR will conduct Maricopa County familiarization trips for meeting planners considering booking conventions in the metro area. In those instances when the planner's requirements include the potential use of Chase Field or other sites owned by the Maricopa County Stadium District or the COUNTY, CONTRACTOR will encourage and arrange site inspections of these facilities. Information regarding COUNTY owned sites may be obtained from the Contract Administrator. The Vice President of Marketing or other appropriate CONTRACTOR official is to attend meetings with the Maricopa County Stadium District and/or Contract Administrator, on an as needed basis. • CONTRACTOR will conduct sales missions to major cities to better familiarize the selected markets with Maricopa County and its COUNTY owned facilities as well as other facilities County-wide. • CONTRACTOR will focus on attracting multi-cultural organization meetings and conventions. • CONTRACTOR will also provide site planning and post convention-meeting services for groups and facilities. • CONTRACTOR will match incoming groups with the services and facilities provided by COUNTY and other Bureau members. • CONTRACTOR will develop and conduct a marketing campaign for CONTRACTOR clients who traditionally utilize convention facilities including those similar to Chase Field. • CONTRACTOR will provide a copy of the "Confidential Convention Calendar" to the Contract Administrator, Maricopa County Stadium District director or his/her assignee on a quarterly basis. • CONTRACTOR will highlight Chase Field or other COUNTY/Stadium District owned sites in the Meeting Professional Guide. Page 3 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU • CONTRACTOR will collaborate with the other Convention and Visitor Bureaus (CVB) in Maricopa County. The CONTRACTOR will track and report on opportunities and events where the CONTRACTOR collaborated with other CVB's. Activity #2 Marketing and Communications - The CONTRACTOR will continue a multi-channel media advertising campaign in communicating the region's strengths as a convention and leisure destination. The campaign is part of the CONTRACTOR's program designed to erase misperceptions about Maricopa County among some potential visitors, while bringing back leisure, business and convention travelers who hold favorable perceptions of this destination. CONTRACTOR shall reference Maricopa County and its specific sites/facilities on all relevant promotional materials. Specific tasks that will be completed in FY 2017-2018 as part of the publicity campaign are summarized below. • CONTRACTOR will handle media requests for information and photography. • CONTRACTOR will provide travel assistance to qualified travel media from throughout the world. • CONTRACTOR will conduct media familiarization trips to COUNTY owned facilities/sites, particularly Chase Field, in Maricopa County, and meet with travel media at selected trade shows. • CONTRACTOR will continue to oversee content on the Bureau's web site. • CONTRACTOR will create and utilize marketing materials that promote each of the Board of Supervisor Districts. Activity #3 Leisure Travel Promotion - CONTRACTOR will promote the region as a leisure travel destination to tour operators and travel agents. Efforts to communicate Maricopa County's scenic beauty, golf/resorts, weather and accessibility through Phoenix Sky Harbor International Airport will be marketed to both international and U.S. based travel agents and tour operators. The COUNTY shall provide information, data, photos, - etc. as requested by CONTRACTOR to facilitate development of collateral featuring the Chase Field as well as other applicable COUNTY owned facilities. Such collateral may be focused toward selected tour groups. The CONTRACTOR will promote venues in each of the Board of Supervisor Districts. In North America, CONTRACTOR will conduct sales calls to tourism operators in other key markets, and attend major industry trade shows to promote the creation and/or enhancement of Maricopa County itineraries, including Chase Field and other COUNTY/Stadium District owned facilities as appropriate. Activity #4 Visitor Services - CONTRACTOR will also operate a visitor center at the Phoenix Convention Center. In addition, CONTRACTOR will maintain a 24-7 website featuring the Greater Phoenix area. Background on area accommodations, restaurants, golf courses, and event schedules are among the information expected to be available through the website, telephone call center (1-877-CALLPHX) at the visitor centers. It is anticipated by both the CONTRACTOR and the COUNTY that the above four (4) activities will result in a certain number of convention sales, convention services, convention and leisure travel housing and events held at COUNTY owned facilities. REPORTING REQUIREMENTS CONTRACTOR will meet with the County's Economic Development Council and/or the Board of Supervisors 2 times each fiscal year. Annual Report should include a year-over-year comparison to prior year results for all measures. Page 4 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU CONTRACTOR will provide COUNTY and Contract Administrator with an annual performance report prior to November 30, 2018. Also required are quarterly performance reports, which are to be submitted to the Contract Administrator with each payment invoice. Quarterly reports and the annual report are to describe detailed efforts undertaken to complete Scope of Work activities and to report on progress toward numerical goals, with a specific breakdown of information regarding goals, advertisement, contacts, etc. pertaining to efforts and events exclusive to COUNTY owned facilities. Goals may be amended once, with COUNTY approval, no later than November 15, 2017. All amendments to this Contract, other than those specified under the Strict Compliance paragraph of this Contract, shall be in writing, and signed by both parties. In addition, CONTRACTOR shall provide a copy of its annual external audit (conducted by an accredited independent auditor) for the fiscal year ending June 30, 2018 to the Contract Administrator and the COUNTY Office of Management and Budget no later than November 30, 2018. COMPENSATION This is a Firm Fixed Price Contract for economic development services. Subject to the availability of funds, COUNTY shall pay the CONTRACTOR a total of $222,431 for services provided, as defined in this Contract. Work shall be contracted for the duration of the COUNTY Fiscal Year, July 1, 2017 through June 30, 2018. Payments will be authorized after the Contract Administrator (1) receives invoices and written quarterly reports on status of achieving performance goals, and, (2) reviews results for compliance with contract terms. Payment amounts will be as follows: 1 st Quarter — $55,608 (25%); 2 nd Quarter — $55,608 (25%); 3rd Quarter — $55,608 (25%); 4th Quarter — $55,607 (25%). BENCHMARKS/REPORTING/COMPENSATION SCHEDULE 1 st Quarter 2nd Quarter 3`d Quarter 41h Quarter Annual PERFORMANCE GOALS 7/17 — 9/17 10/17 — 12/17 01/18 — 03/18 04/18 — 06/18 (Fiscal 2018) Activity 1 Convention Sales Estimated Resort Room Nights 100,000 78,000 84,000 108,000 1 370,000 Estimated Direct Expenditure (R) $44,683,000 $34,852,740 $37,533,720 $48,257,640 1 $165,327,100 Estimated PCC Delegates 21,500 65,000 35,000 160,000 286,500 Estimated Direct Expenditure $31,110,500 $94,055,000 $50,645,000 $231,520,000 $407,330,500 (PCC) Hotel (50%) $37,896,750 $64,453,870 $44,089,360 $139,888,820 $286,328,800 Restaurant, retail and other $37,896,750 $64,453,870 $44,089,360 $139,888,820 $286,328,800 (50%) County Revenue Impact $469,920 $799,288 546,708 $1,734,621 $3,550,477 (Hotel X 0.72% + Rest., retail and other X 0.52%)" Collaboration with CVB's Opportunities (Number and list specifics by CVB) Events (Number and list specifics by CVB) Page 5 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU Activity 2 Leisure Travel Promotion Client Reach 150 385 225 440 1,200 Fulfillment Inquires 2,200 1,200 2,200 1,400 7,000 PERFORMANCE QUARTERLY 10/30/17 1/30/18 4/30/18 6/30/18 REPORT/INVOICE DUE DATE ANNUAL PERFORMACE REPORT 11/30/18 ANNUAL AUDITED FINANCIAL STATEMENTS 11/30/18 PAYMENT AMOUNT $55,608 $55,608 $55,608 $55,607 Total: $222,431 *Rates provided by County; based on current statutory revenue distribution formulas.; County will validate economic impact with contract economist. In addition to the metrics identified above, the CONTRACTOR will include the following aggregated metrics in the quarterly report submission: 1. Unique Website Visits 2. Visitor Guide Requests (Website) 3. Social Media Engagement 4. Number and List Marketing Efforts by BOS District 5. Walk-in Visitors Served 6. Other Inquiries via Visitor Center GENERAL REQUIREMENTS The terms of this Contract shall be construed in accordance with Arizona law; any action thereon shall be brought in the appropriate court in the State of Arizona. The CONTRACTOR shall, without limitation, obtain and maintain all licenses, permits and authority necessary to do business, render services and perform work under this Contract, and shall comply with all laws regarding unemployment insurance, disability insurance and worker's compensation. The CONTRACTOR is an independent CONTRACTOR in the performance of work and the provision of services under this Contract and is not to be considered an officer, employee or agent of the COUNTY. The CONTRACTOR understands and acknowledges that as a condition precedent to receiving these funds, the CONTRACTOR must possess an exemption status from the Internal Revenue Service and must be registered and in good standing with the Arizona Corporation Commission. CONTRACTOR shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust or other organization which has a substantial interest in CONTRACTOR'S organization or with which Page 6 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU CONTRACTOR (or one of its Directors, officers, owners, trust certificate holders or a relative thereof) has a substantial interest, unless CONTRACTOR has made full written disclosure of the proposed payments to the COUNTY Board of Supervisors and has received written approval therefore. For purposes of this provision, the term's "substantial interest" and "relative" shall have the same meanings as in A.R.S. §38-502. No member of the Maricopa County Board of Supervisors, the Arizona State Legislature, or member of, or delegate to Congress, or a resident Commissioner will be admitted to any share or part of this Contract, or to any benefit that may arise there from; but this provision shall not be construed to extend to this Contract if made with a corporation for its general benefit. None of the funds, materials, property or services contributed by COUNTY or the CONTRACTOR under this Contract shall be used in the performance of this Contract for any partisan political activity, or to further the election or defeat of any candidate for public office, ballot proposition or referendum. Default The Contract Administrator may recommend to the Board of Supervisors to suspend, terminate or modify this Contract immediately upon written notice to the CONTRACTOR in the event of non-performance of stated objectives or other material breach of contractual obligations; or upon the occurrence of any event which would jeopardize the ability of the CONTRACTOR to perform any of its contractual obligations. Upon termination as set forth below, the COUNTY reserves the right to have service provided by other than the CONTRACTOR if the CONTRACTOR is unable or fails to provide required service with the specified time frame. Availability of Funds In any action is taken by any state agency, federal department or any other agency or entity to suspend, decrease or terminate its fiscal obligations under, or in connection with this Contract, the Board of Supervisors may amend, suspend, decrease or terminate its obligations under or in connection with this Contract. In the event of termination, Maricopa County shall be liable to pay for those services rendered before the effective date of the termination, provided that such services performed are in accordance with the provisions of this Contract. The COUNTY 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. Termination This contract is subject to cancellation in accordance with the provisions of A.R.S. §38-511. Either Party may terminate this Contract at any time, with sixty (60) days' notice in writing to the other Party (unless terminated because of default or by the Board of Supervisors under Availability of Funds provision). Such notice shall be given by personal delivery or by Registered or Certified mail. This Contract may be terminated by mutual written agreement of the Parties specifying the termination date therein. Severability Any provision of this Contract which is determined to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof, and remaining provisions shall remain in full force and effect. Waiver Acceptance by the Contract Administrator on behalf of the COUNTY of performance not in strict compliance with the terms hereof shall not be deemed to waive the requirement of strict compliance for all future performance obligations. Page 7 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU Assignment No right, liability, obligation or duty under this Contract will be assigned, or delegated in whole or in part, without the prior written approval of the Contract Administrator. CONTRACTOR shall bear all liability under this Contract, even if it is assigned, or delegated, in whole or in part, unless the COUNTY expressly agrees otherwise. Strict Compliance The COUNTY may, at any time, by written order, and sixty (60) days' prior written notice to CONTRACTOR, solely make changes within the general scope of this contract in any one or more of the following areas: • Work Statement activities reflecting changes in COUNTY or Contract Administrator policies or requirements. • Administrative requirements such as changes in reporting periods or formats. Such order will not serve to increase or decrease the total compensation to be paid to the CONTRACTOR. With exception of changes within the general scope discussed above, any other amendments to this Contract must also be by a written instrument and executed by CONTRACTOR and County expressly stating the intention to jointly amend this Contract. Indemnity The CONTRACTOR agrees to indemnify, hold harmless and defend the COUNTY, its officers and employees from and against any and all claims, damages, suits and proceedings, regardless of the merits, from liability, punitive damages, costs or expense of every type, including reasonable attorneys' fees, all or any part thereof arising out of or in connection with or by reason of, any act or omission of the CONTRACTOR or any Subcontractor or anyone directly or indirectly employed by either the CONTRACTOR or the Subcontractor or their agents. CONTRACTOR shall reimburse the COUNTY for its costs and for time spent by its attorneys based upon actual reasonable attorneys' fees prevailing in the community, for defense of any litigation. CONTRACTOR shall include a clause to this effect in all subcontracts inuring to the benefit of the above named entities. Contractor Liability The CONTRACTOR acknowledges and agrees that it is liable and responsible for any act or omission by the CONTRACTOR, its employees, agents, officers, representatives, and subcontractors occurring in the course of CONTRACTOR'S performance of this Contract, whether such act or omission occurs on COUNTY property or elsewhere. CONTRACTOR shall be liable for any loss or damage arising out of or related to CONTRACTOR'S performance of this contract, CONTRACTOR shall bear the above stated liability, even in absence of its own negligence, unless COUNTY actions or omissions caused the loss or damage. CONTRACTOR shall bear the above stated liability, consequential, incidental, direct, and indirect damages, and shall be liable for all costs, including attorney's fees, incurred by the COUNTY to enforce this provision. The CONTRACTOR shall, upon written notice thereof, reimburse COUNTY for any payments made under this Contract, which are disallowed, by a Federal, State or Maricopa County audit in the amount of the disallowance, as well as court costs and attorneys' fees which COUNTY spends to pursue legal action relating to such disallowance. Court costs and attorneys' fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. If at any time, it is determined by COUNTY that a cost for which payment has been made is a disallowed cost, the Contract Administrator will notify the CONTRACTOR in writing of the disallowance and the required course of action, which shall be at the option of the Contract Administrator either to adjust any future claim submitted by the CONTRACTOR by the amount of the disallowance or to require repayment of the disallowed amount by the CONTRACTOR forthwith issuing a check payable to Maricopa County. Page 8 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU The CONTRACTOR warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. For breach or violation of this warranty COUNTY shall have the right to annul this Contract without liability. Ownership of Data The Parties hereto shall have the use of data and reports resulting from this Contract without cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Contract and to the performance hereunder. If the Contract results in a book or other written material, the author is free to copyright the work, but Maricopa County reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use, all copyrighted material and all material, which can be copyrighted resulting from the Contract. Contract Compliance Monitoring COUNTY will monitor the CONTRACTOR'S compliance with, and performance under, the terms and conditions of this Contract. On-site visits for Contract compliance monitoring may be made by the Contract Administrator and/or appointed COUNTY employee at any time during the CONTRACTOR'S normal business hours, announced or unannounced. The CONTRACTOR shall make available for inspection and/or copying by the Contract Administrator, all records and accounts relating to the work performed or the services provided under this Contract. Non-Discrimination The CONTRACTOR, in connection with any service or other activity under this Contract, shall not in any way, discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. Equal Employment Opportunity The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex or national origin. The CONTRACTOR shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR shall, to the extent such provisions apply, comply with Title VI and VII of the Federal Civil Rights Act; the Federal Rehabilitation Act; the Age Discrimination in Employment Act; American With Disabilities Act and; Arizona Executive Order 99-4 which mandates that all persons shall have equal access to employment opportunities. Retention of Records This provision applies to all financial and programmatic records, supporting document, statistical records and other records of the CONTRACTOR, which are reasonably considered as pertinent to this Contract. The CONTRACTOR agrees to retain all records relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is longer and the Contract Administrator, Federal and State auditors and any other persons duly authorized by COUNTY shall have full access to, and the right to examine, copy (at their own expense) and make use of any and all said materials during CONTRACTOR's normal business hours and upon reasonable prior notice. Page 9 of 10 GRANT AWARD CONTRACT ECONOMIC DEVELOPMENT MARICOPA COUNTY GREATER PHOENIX CONVENTION & VISITORS BUREAU E-Verification of Employees The CONTRACTOR warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges: 1. That the CONTRACTOR and 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; 2. That a breach of a warranty under subsection 1 above, shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract; 3. That the COUNTY retains the legal right to inspect the papers of any contractor or subcontractor employee who works on the Contract to ensure that the CONTRACTOR or subcontractor is complying with the warranty provided under subsection 1 above and that the CONTRACTOR agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection; and 4. That nothing herein shall make any contractor or subcontractor an agent or employee of the COUNTY. Contractor's Compliance with A.R.S. §35-391.06 AND 35-393-.06 (Business Relations with Sudan and Iran): 1. By entering into the Contract, the CONTRACTOR certifies it does not have scrutinized business operations in Sudan or Iran. The CONTRACTOR shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the COUNTY Procurement Officer upon request. These warranties shall remain in effect throughout the term of the Contract. 2. The COUNTY may request verification of compliance for any contractor or subcontractor performing work under the Contract. Should the County suspect or find that the CONTRACTOR or any of its subcontractors are not in compliance, the COUNTY may pursue any and all remedies allowed by law, including but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the CONTRACTOR. All costs necessary to verify compliance are the responsibility of the CONTRACTOR. END OF CONTRACT Page 10 of 10