COMBINED CHARITABLE CAMPAIGN.DOCX

Maricopa County Employees Combined Charitable Campaign and
The Valley of the Sun United Way
Campaign Services and Fiscal Sponsor Agreement
Maricopa 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, 2017. This Agreement is a financial agreement.. Maricopa
County and VSUW may be referred to individually as “Party” and collectively as “Parties.”
I. PURPOSE
Maricopa 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.
II. TERM AND TERMINATION
A. The term of this Agreement shall be for one year from June 1, 2017 through May 31,
2018. The Agreement is effective when executed by the Parties. The Contract 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 contract, 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 contract on behalf of the Party from any other party to the contract 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 the 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.
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D. This Agreement may be terminated by mutual written agreement of the Parties specifying
the termination date therein.
E. The County has the right to terminate this Agreement upon twenty-four (24) hour notice
when the 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 on the Page One of this Agreement.
Statement of Work
III. VALLEY OF THE SUN UNITED WAY’S (VSUW) OBLIGATIONS
VSUW will be responsible for the following:
A. Campaign Coordination
VSUW will:
1. Participate as a nonvoting member of the Executive Committee meetings
and any special sessions scheduled.
2. Prepare materials and reports requested of them 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. They 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. Facilitate coordination of speakers, tours and agency fairs.
7. 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 at the
request of the Executive Committee and Department Representatives.
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8. Conduct Training for Executive Committee leadership who are selected
by the Committee to attend VSUW’s annual Campaign Manager training,
and o committee members as reasonably requested and
9. Participate in the county’s Department Representative Training Sessions.
B. Campaign Processing Services
1. Agency Certification
VSUW will:
a. Assist in identifying and assigning agency codes for all agencies approved
by the County to be part of the campaign.
b. Notify the 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, annually without charging 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.
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3. Disbursement of Funds
VSUW will:
a. Provide a post-campaign report detailing the characteristics of the
campaign, including dollars raised, employee participation, and donation
designations.
b. Assign all donor contributions which are not designated to VSUW; except
that all Special Event contributions not otherwise designated will default
to EASE.
c. Release EASE funds monthly based on payments received by the County.
d. 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. Release the funds to the designated agencies using a monthly payment
schedule, based on payments received from the County.
f. Agrees that the Maricopa County EASE fund will receive 100% of the
funds raised 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
VSUW 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.
c. Track donation amounts and designation history of the CCC campaign.
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C. VSUW Tax ID Number
1. 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
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 Committee.
5. Maintain current accounting of funds held in the EASE Fund, provide a
monthly report of the balances, distribution of the fund and EASE Fund bank
statement to the EASE Administrator, and maintain allocation history of the
EASE Fund. A summary report outlining the prior year’s expenditures,
funding activity and balances, and addition of funds from the most recent
campaign will be provided following the sign-off of the funds distribution
report.
6. Provide 501(c)(3) designation for the 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.
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
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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.
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
1. 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.
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.
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E. Ease Fund Administration
1. The County EASE Fund Committee will be responsible for the following:
a. Setting its meeting schedule.
b. Providing a staff member from the Human Services Department 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 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
Executive Committee, 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.
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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, the VSUW shall defend indemnify and hold harmless the County (as
Owner), 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 this Contract.
B. VSUW's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, agents, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death or injury to, impairment of, or destruction of
tangible property, including loss of use resulting there from, caused by negligent
acts, errors, omissions, or mistakes in the performance of this Contract, but only
to the extent caused by the negligent acts or omissions of the VSUW, a
subcontractor, any one directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.
C. 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.
D. The scope of this indemnification does not extend to the sole negligence of
County.
VII. INSURANCE
A. VSUW and its subcontractors, at VSUWs’ and 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. 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 Lease is satisfactorily
completed and formally accepted and until the use of the Premises as
contemplated in this Lease has been terminated. Failure to do so may, at the
discretion of Maricopa County, constitute a material breach of this Agreement.
VSUW’s insurance shall be primary insurance as respects Maricopa County, and
any insurance or self-insurance maintained by Maricopa County shall not
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contribute to it. 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. Such deductible and/or self-insurance retentions shall not
be applicable with respect to the coverage provided to Maricopa County under
such policies. VSUW shall be solely responsible for the deductible and/or self-
insurance retention and Maricopa County, at its option, may require VSUW to
secure payment of such deductibles or self-insurance retentions by a surety bond
or an irrevocable and unconditional letter of credit. Maricopa County reserves
the right to request and to receive, within 10 business days, certified copies 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. VSUW and its VSUWs’ and 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 its VSUWs’ 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 for any claims arising out of VSUW’s work or
service or use or maintenance of the Premises.
B. Commercial General Liability. 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, and shall not contain any provisions which would serve to limit third
party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse,
or underground property damage.
C. Workers’ Compensation. 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.
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VSUW, its VSUWs 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, its VSUWs and its subcontractors pursuant to this Agreement.
D. Evidence of Insurance Coverage. Prior to commencement of work, services or
occupancy of the Premises under this Agreement, VSUW shall furnish Maricopa
County with the following: (1) a letter from VSUW’s Insurance Agent (“Agent”)
stating Agent has received all Reports and that prior to the determination of
coverage, Agent has provided all Reports to the insurance carrier that is chosen
by VSUW to provide coverage; and (2) 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 number and title. In the event any
insurance policies required by this Agreement are written on a “claims made”
basis, coverage shall extend for two years past completion and acceptance of the
term of VSUW’s work or services or VSUW’s use or maintenance of the
Premises and as evidenced by annual Certificates of Insurance.
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 the County, to:
Joy Rich, County Manager
301 W Jefferson St, 10th Fl
Phoenix, AZ 85003
If to VSUW, to:
Tanya Muñiz, 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.
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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: __________________ By: _______________________________
Tanya M. Muñiz, Chief Financial Officer
MARICOPA COUNTY
Date: __________________ By: _______________________________
Denny Barney, 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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