IGA WITH CITY OF PHOENIX FOR STRENGTHENING WORKING FAMILIES IMITATIVE.PDF

CITY OF PHOENIX
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE CITY OF PHOENIX
AND
MARICOPA COUNTY
STRENGTHENING WORKING FAMILIES INITIATIVE GRANT PROGRAM
CITY OF PHOENIX CONTRACT NO. ________________
MARICOPA COUNTY CONTRACT NO. ________________
Kerri Barnes, Workforce Development Supervisor
City of Phoenix Community and Economic Development Department
Business and Workforce Development Division
200 W. Washington Street, 19th Floor
Phoenix, AZ 85003-1611
(602) 534-0548
kerri.barnes@phoenix.gov

INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE CITY OF PHOENIX
AND
MARICOPA COUNTY
This INTERGOVERNMENTAL AGREEMENT (this "Agreement") is made and entered into this 1st day of
July, 2016 by and between the City of Phoenix, an Arizona municipal corporation (hereinafter referred to
as the "City") and Maricopa County, a political subdivision of the State of Arizona, (hereinafter referred to
as the "County" or “Contractor”). City and County may be referred to individually as “Party” or collectively
as “Parties.”
RECITALS
1. The City Manager of the City of Phoenix, Arizona, is authorized by the provisions of the City
Charter to execute agreements.
2. The City desires to obtain the services that are specifically set forth in this Agreement.
3. The County possesses the skills and expertise necessary to provide such services as desired
by the City.
4. This Agreement is authorized by Ordinance S-42763 of the City Council approved July 1,
2016.
AGREEMENT
NOW, THEREFORE, the Parties agree as follows:
1. TERM OF THE AGREEMENT
A. This Agreement shall commence on the November 1, 2016 and end on June 30, 2020, with no
additional options to extend.
B. The Agreement shall terminate upon the earliest occurrence of any of the following:
1. Reaching the end of the term as set forth in 1(A);
2. Completing the services set forth in the Scope of Work attached as Exhibit A (the
“Services”);
3. Payment of the maximum compensation under Paragraph 2 of this Agreement, unless it
is amended to allow additional compensation; or
4. Termination pursuant to the provisions of the Agreement.
2. PAYMENT
A. The total amount to be remitted by the City to the County for all Services satisfactorily performed
under this Agreement shall not exceed $523,002.00 over the life of the Agreement (the
“Reimbursement Ceiling”).
B. The County shall submit applicable programmatic and financial reports as required by this
Agreement. The City shall make payment or notify the County of non-payment or reduced
payment for non-performance no later than 30 days after complete and accurate invoices are
submitted to the City. If the County is, in any manner, in default in the performance of any
obligation under this Agreement, or if an audit exception is identified, the City may, at its option
and in addition to other available remedies, either adjust the amount of payment or withhold
payment until satisfactory resolution of the default or exception.
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Under no circumstances shall the City authorize payment to the County that exceeds the
Reimbursement Ceiling stated in this Agreement without an amendment thereto in accordance
with the Amendment section of these terms and conditions. Under no circumstances shall the
City make payment to the County for services performed prior to or after the term of this
Agreement.
C. Invoices. Provide a monthly invoice for reimbursement by the 15th of the month following the
month of service (i.e. report for July service is due by August 15). Invoices shall be submitted to:
Kerri Barnes, Workforce Development Supervisor
City of Phoenix, Community and Economic Development Department
Business and Workforce Development Division
200 W. Washington, 19th Floor
Phoenix, AZ 85003
D. Payment Recoupment. The County must reimburse the City upon demand or the City may
deduct from future payments the following:
1. Any amounts received by the County from the City for services which have been inaccurately
reported or are found to be unsubstantiated;
2. Any amounts paid by the County to a subcontractor not authorized in writing by the City;
3. Any amount paid by the City for services that duplicate services covered by other specific
grants and Agreements;
4. Any amounts expended for items or purposes determined unallowable by the City;
5. Any amounts paid by the City for which the County's books, records, and other documents
are not sufficient to clearly substantiate that those amounts were used by the County to
perform services;
6. Any amount identified as a financial audit exception;
7. Any amounts paid or reimbursed in excess of this Agreement or service Reimbursement
Ceiling;
8. Any payments made for services rendered before the Agreement begin date or after the
Agreement termination date.
E. Payment Indemnification. The County shall be responsible for issuing payment for services
performed by its employees, subcontractors, suppliers, or any other third party incurred in the
furtherance of the performance or arising out of this Agreement, and will indemnify and save the
City harmless for all claims whatsoever out of the lawful demands of such parties. The County
shall, at the City's request, furnish satisfactory evidence that all obligations of the nature
hereinabove designated have been paid, discharged or waived.
3. SCOPE OF WORK
The County will provide services to support the Strengthening Families Initiative Grant in accordance
with the Scope of Work as set forth in Exhibit A, which may be supplemented with additional detail
from time to time during the term of the Agreement, and are satisfactory to the City.
4. RECIPROCAL INDEMNIFICATION
Each Party (as "lndemnitor") agrees to indemnify, defend, and hold harmless the other Party (as
"lndemnitee") from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) ("Claims"), but only to the extent that such Claims which result in
vicarious/derivative liability to the lndemnitee are caused by the act, omission, negligence,
misconduct, or other fault of the lndemnitor, its officers, officials, agents, employees, or volunteers.
Each Party must use its best efforts to cause all contractors (each an "Additional lndemnitor") to
indemnify, defend, save and hold harmless the other Party from and against any and all Claims
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caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of the
Additional indemnitor [and persons for whom they are vicariously liable].
5. INSURANCE
The County and City are self-insured and shall provide certificates of self-insurance, upon request.
County shall cause its subcontractors to deliver to the City, prior to commencement of the Services
provided under this Agreement, a certificate of insurance acceptable to the City in the amounts and
form specified in Exhibit B. Failure of the County and subcontractors to maintain insurance during the
term of the Agreement, including renewal options, is a material breach and may result in immediate
termination of this Agreement without notice. Insurance requirements are subject to periodic review
and adjustment by the City. The County is self-insured and exempt from this requirement. The
County shall upon request from the City provide a certificate of self-insurance.
6. INDEPENDENT CONTRACTOR STATUS; EMPLOYMENT DISCLAIMER
A. This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint
venture, partnership or formal business association or organization of any kind, and the rights and
obligations of the Parties shall be only those expressly set forth in this Agreement.
B. The Parties agree that no individual performing under this Agreement on behalf of the County will
be considered a City employee, and that no rights of City Civil Service, City retirement or City
personnel rules shall accrue to such individual. The County shall have total responsibility for all
salaries, wages, bonuses, retirement, withholdings, worker's compensation, other employee
benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall
save and hold harmless the City with respect thereto.
C. The Parties agree that no individual performing under this Agreement on behalf of the City will be
considered a County employee, and that no rights of County Civil Service, County retirement or
County personnel rules shall accrue to such individual. The City shall have total responsibility for
all salaries, wages, bonuses, retirement, withholdings, worker's compensation, other employee
benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall
save and hold harmless the County with respect thereto.
7. LEGAL WORKER REQUIREMENTS
The Parties are prohibited by Arizona Revised Statutes § 41-4401 from awarding an agreement to
any Contractor who fails, or whose subcontractors fail, to comply with Arizona Revised Statutes§ 23-
214(A). Therefore, the Parties agrees that:
A. The Parties and each subcontractor it uses warrants their compliance with all federal immigration
laws and regulations that relate to their employees and their compliance with Arizona Revised
Statutes§ 23-214, subsection A.
B. A breach of warranty under paragraph A shall be deemed a material breach of the Agreement
and is subject to penalties up to and including termination of the Agreement.
C. The Parties retain the legal right to inspect the papers of the Parties or subcontractor employee(s)
who work(s) on this Agreement to ensure that the Parties or subcontractor is complying with the
warranty under paragraph A.
8. CONFIDENTIALITY AND DATA SECURITY
The County agrees to abide by all current applicable legal and industry data security and privacy
requirements. These include, but are not limited to, Arizona Revised Statutes §44-7501-Notification of
breach of security system; Arizona Revised Statutes §44-7601-Discarding and disposing of records
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containing personal identifying information; Health Insurance Portability and Accountability Act of
1996 (HIPAA) Privacy and Security Rules; Health Information Technology for Economic and Clinical
Health (HITECH) Act, and Payment Card Industry Data Security Standards.
The County avows that it has adequate controls and safeguards to host or process personal
identifying information, financial account information, protected health information, or restricted City
information. This may be accomplished through a third-party audit utilizing a widely recognized
auditing standard, through earning industry certification, such as ISO/IEC 27001.
By signing and entering into this Agreement the County specifically acknowledges that it is
responsible for the security of cardholder data that the County possesses or otherwise stores,
processes or transmits on behalf of the City.
Additionally, as a requirement of this Agreement you must provide to the City a copy of your written
Notice to customers that you are responsible for the security of cardholder data that you obtain and
otherwise store, process or transmit.
The County agrees to comply with all City information security and technology policies, standards,
and procedures when accessing City networks and computerized systems whether onsite or
remotely.
The County agrees that the requirements of this Section shall be incorporated into all subcontractor
agreements entered into by the County. It is further agreed that a violation of this Section shall be
deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this Section
may result in immediate termination such as Statement on Standards for Attestation Engagements
(SSAE) No. 16, or of this Agreement without notice. The obligations of the County under this Section
shall survive the termination of this Agreement.
Nevertheless, in the event that Contractor receives a request to produce or disclose documents that
contains any Confidential Information pursuant to a valid public records request or other applicable
law, order or court ruling, Contractor shall promptly notify the City upon receipt of the request prior to
any disclosure, and thereafter permit City or any other interested party an opportunity to seek an
appropriate protective order. In the event such protection is not obtained or pursued, Contractor
agrees that it will disclose only that portion of the Confidential Information which it is legally required
to disclose (including redaction of any customer confidential information), and to avail itself fully of
any confidential treatment afforded by applicable law.
9. CONTACTS WITH THIRD PARTIES
The obligations of the County and its subcontractors under Section 8, shall survive the termination of
this Agreement. The County agrees that the requirements of Section 8 shall be incorporated into all
subcontractor agreements entered into by the County. It is further agreed that a violation of Section 8
shall be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice.
10. MANDATED ANTI-DISCRIMINATION ASSURANCES
A. Parties shall not discriminate against any individual because of race, age, disability, color,
religion, sex, sexual identity, gender identity or national origin. Parties shall take affirmative action
to ensure that applicants are employed and that employees are treated during employment
without regard to their race, age, disability, color, religion, sex, sexual identity, gender identity or
national origin. Such action shall include, but is not 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.
Parties shall, to the extent such provisions apply, comply with Title VI and VII of the Civil Rights
Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as
amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1975, as
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amended (29 U.S.C. §§ 621, et seq.); the Americans With Disabilities Act of 1990 (42 U.S.C. §§
12101, et seq.); and Title IX of the Education Amendments of 1972, as amended, which prohibits
discrimination on the basis of sex in educational programs and Arizona Executive Order 2009-09,
which mandates that all persons shall have equal access to employment opportunities. In order
to do business with the City, the County must comply with Phoenix City Code, 1969, Chapter 18,
Article V, as amended, Equal Employment Opportunity Requirements. The County will direct any
questions in regard to these requirements to the Equal Opportunity Department, (602) 262-6790.
B. Documentation. The Parties may be required to provide additional documentation affirming that a
nondiscriminatory policies are being utilized.
11. SMALL BUSINESS ENTERPRISE/DISADVANTAGED BUSINESS SBE/ DBE UTILIZATION
The City extends to each individual, firm, vendor, supplier, Contractor and subcontractor an equal
economic opportunity to compete for City business and strongly encourages voluntary utilization of
small and/or disadvantaged businesses to reflect both the industry and community ethnic
composition. The use of such businesses is encouraged whenever practical.
12. RETENTION, INSPECTION, AUDIT, AND COPYING OF RECORDS
Consistent with Arizona Revised Statutes §35-214, The County shall retain and contractually require
each subcontractor to retain all data, books, accounts, reports, files, and other records relating to the
performance of the Agreement for a period of five years from the date of final payment under this
Agreement, or if subject to Health Insurance Portability & Accountability Act which is six years from
the date of final payment. At any time during the term of this Agreement and five years thereafter, the
records of the County or any subcontractor shall be subject to inspection, audit, and copying, by the
City, and where applicable, the State or Federal government, at reasonable times, or produced at City
Offices as designated by the City.
13. COMPLIANCE WITH APPLICABLE LAWS
The County shall comply with all existing and subsequently enacted federal, state and local laws,
ordinances, codes, and regulations that are, or become applicable to this Agreement. If a
subsequently enacted law imposes substantial additional costs on the County, a request for an
amendment may be submitted pursuant to Paragraph 15.
14. CONTRACTOR AND SUBCONTRACTOR BACKGROUND SCREENING
A. Contract Worker Background Screening. The County agrees that all Contract workers and
subcontractors (collectively "Contract Worker(s)") that the County furnishes to the City pursuant
to this Agreement shall be subject to background and security checks and screening (collectively
"Background Screening") at the County's sole cost and expense as set forth in this Section. The
Background Screening provided by the County shall comply with all applicable laws, rules and
regulations. The County further agrees that the Background Screening required in this Section is
necessary to preserve and protect public health, safety and welfare. The Background Screening
requirements set forth in this Section are the minimum requirements for this Agreement. The City
in no way warrants that these minimum requirements are sufficient to protect the County from any
liabilities that may arise out of the County's services under this Agreement or the County's failure
to comply with this Section. Therefore, in addition to the specific measures set forth below, The
County and its Contract Workers shall take such other reasonable, prudent and necessary
measures to further preserve and protect public health, safety and welfare when providing
services under this Agreement. The City may, in its sole discretion, accept or reject any or all of
the Contract Workers proposed by the County to perform work under this Agreement as well
those Contract Workers actually providing services during the term of this Agreement.
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B. Background Screening Requirements and Criteria. Because of the varied types of services
performed, the City has established three levels of risk and associated Background Screening.
The risk level and Background Screening required for this Agreement is Maximum Risk Level.
1. Minimum Risk and Background Screening ("Minimum Risk"). A minimum risk Background
Screening shall be performed when the Contract Worker: (i) will not have direct access to
City facilities or information systems; or (ii) will not work with vulnerable adults or children; or
(iii) when access to City facilities is escorted by City workers. The Background Screening for
minimum risk shall consist of the screening required by Arizona Revised Statutes§§ 41-4401
and following to verify legal Arizona worker status.
2. Standard Risk and Background Screening ("Standard Risk"). A standard risk Background
Screening shall be performed when the Contract Worker's work assignment will: (i) require a
badge or key for access to City facilities; or (ii) allow any access to sensitive, confidential
records, personal identifying information or restricted City information; or (iii) allow unescorted
access to City facilities during normal and non-business hours. The Background Screening
for this standard risk level shall include the Background Screening required for the Minimum
Risk level and a background check for real identity/legal name, and shall include felony and
misdemeanor records from any county in the United States, the state of Arizona, plus any
other jurisdiction where the Contract Worker has lived at any time in the preceding seven (7)
years from the Contract Worker's proposed date of hire.
3. Maximum Risk and Background Screening ("Maximum Risk"). A maximum risk Background
Screening shall be performed when the Contract Worker's work assignment will: (i) have any
contact with vulnerable people such as children, youth, elderly, or individuals with disabilities;
or (ii) have any responsibility for the receipt or payment of City funds or control of inventories,
assets, or records that are at risk of misappropriation; or (iii) have unescorted access to City
data centers, money rooms, or high-value equipment rooms; or (iv) have access to private
residences; or (v) have access to Homeland Defense Bureau identified critical infrastructure
sites/facilities. The Background Screening for this maximum risk level shall include the
Background Screening required for the Standard Risk level, plus a sexual offender search, a
credit check, and driving record search for the preceding seven (7) years from the Contract
Worker's proposed date of hire. Contract Workers who work directly with children or
vulnerable adults are also subject to fingerprint verification through the Arizona Department of
Public Safety as mandated by Phoenix City Code, § 2-27.
C. Contractor Certification; City Approval of Maximum Risk Background Screening. By executing this
Agreement, the County certifies and warrants that the County has read the Background
Screening requirements and criteria in this Section, understands them and that all Background
Screening information furnished to the City is accurate and current. Also, by executing this
Agreement, the County further certifies and warrants that the County has satisfied all such
Background Screening requirements for the Minimum Risk and Standard Risk Background
Screenings as required. In addition, for Maximum Risk Background Screening, The County shall
furnish to Kerri Barnes Workforce Development Supervisor, for the City's review and approval
such Background Screenings for any Contract Worker considered for performing services under
this Agreement where human safety or facility security is classified as a Maximum Risk level. The
subject Contract Worker shall not apply for the appropriate City of Phoenix identification and
access badge or keys until the County has received the City's written acceptance of the subject
Contract Worker's Maximum Risk Background Screening. A Contract Worker rejected for work at
a Maximum Risk level under this Agreement shall not be proposed to perform work under other
City Agreements or engagements without City's prior written approval.
D. Terms of This Section Applicable to all of the County's Agreements and Sub-agreements. The
County shall include the terms of this Section for Contract Worker Background Screening in all
Agreements and all sub-agreements for services furnished under this Agreement including, but
not limited to, supervision and oversight services.
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E. Materiality of Background Screening Requirements: Indemnity. The Background Screening
requirements of this Section are material to City's entry into this Agreement and any breach of
this Section by the County shall be deemed a material breach of this Agreement. In addition to
the indemnity provisions set forth in Section 4 of this Agreement, the County shall defend,
indemnify and hold harmless the City for any and all Claims (as defined in Section 4) arising out
of this Background Screening Section including, but not limited to, the disqualification of a
Contract Worker by the County or the City for failure to satisfy this Section.
F. Continuing Duty: Audit. The County's obligations and requirements that the Contract Workers
satisfy this Background Screening Section shall continue throughout the entire term of this
Agreement. The County shall notify the City immediately of any change to a Maximum Risk
Background Screening of a Contract Worker previously approved by the City. The County shall
maintain all records and documents related to all Background Screenings and the City reserves
the right to audit the County's compliance with this Section pursuant to Section 13.
15. AMENDMENTS
Whenever an addition, deletion or alteration to the Services described in Exhibit A substantially
changes the Scope of Work thereby materially increasing or decreasing the cost of performance, a
supplemental agreement must first be approved in writing by the City and the County before such
addition, deletion or alteration shall be performed. Changes to the Services may be made and the
compensation to be paid to the County may be adjusted by mutual agreement, but in no event may
the compensation exceed the amount authorized without further written authorization. It is specifically
understood and agreed that no claim for extra services provided by the County will be allowed except
as provided herein, nor shall the County provide material services not covered by this Agreement
unless first authorized in writing. Any services provided by the County without prior written
authorization shall be at the County's risk, cost and expense, and the County agrees to submit no
claim for compensation or reimbursement for additional services provided without prior written
authorization.
16. NON-ASSIGNABILITY
This Agreement is in the nature of a personal services agreement and the County shall have no
power to assign its rights and obligations under this Agreement without the prior written consent of
the City. Any attempt to assign without such prior written consent shall be void. The County shall not
enter into any sub-agreement under this Agreement without the advance written approval of the City.
The sub-agreement shall incorporate by reference the terms and conditions of this Agreement. Upon
request, the County shall provide copies of sub-agreement relating to the delivery of Services.
17. NO ORAL ALTERATIONS
No alteration or variation of the terms of this Agreement shall be binding on the Parties herein unless
such alteration or variation is in writing and signed by each of the parties to this Agreement. No oral
understanding or agreement not incorporated in this Agreement shall be binding on any of the Parties
herein.
18. NOTICES
Any notice, consent or other communication ("Notice") required or permitted under this Agreement
shall be in writing and either: (1) delivered in person; (2) sent via e-mail, return receipt requested; (3)
sent via facsimile transmission; (4) deposited with any commercial air courier or express delivery
service; or (5) deposited in the United States mail, postage prepaid. The City shall address all notices
relative to this Agreement to the attention of:
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Stacey Faulkner, Program Manager
Maricopa County Human Services Department
Workforce Development Division
234 N. Central Ave. 3rd Floor
Phoenix, AZ 85004
Office: 602.372.4220
The County shall address all notices relative to the Agreement to the attention of:
Kerri Barnes, Workforce Development Supervisor
Community and Economic Development
Department
200 W. Washington, 19th Floor
Phoenix, AZ 85003
Office: 602.534.0548
Notice shall be deemed received: (1) at the time it is personally served; (2) on the day it is sent via e-
mail; (3) on the second day after its deposit with any commercial air courier or express delivery
service; or (4) five business days after the Notice is deposited in the United States mail as above
provided. Any time period stated in a Notice will be computed from the time the Notice is deemed
received.
Notices sent by e-mail and facsimile transmission will also be sent by regular mail to the recipient at
the above address. This requirement for duplicate Notice is not intended to change the effective date
of the Notice sent by e-mail.
19. INTEGRATION
This Agreement constitutes and embodies the full and complete understanding and agreement of the
Parties and supersedes all prior understandings, agreements, discussions, proposals, bids,
negotiations, communications, and correspondence, whether oral or written. No representation,
promise, inducement or statement of intention has been made by any Party hereto which is not
embodied in this Agreement, and no Party hereto shall be bound by or liable for any statement of
intention not so set forth.
20. GOVERNING LAW; FORUM; VENUE
This Agreement is executed and delivered in the State of Arizona, and the substantive laws of the
State of Arizona (without reference to choice of law principles) shall govern their interpretation and
enforcement. Any action brought to interpret or enforce any provision of this Agreement that cannot
be administratively resolved, or otherwise related to or arising from this Agreement, shall be
commenced and maintained in the state or federal courts of the State of Arizona, Maricopa County,
and each of the Parties, to the extent permitted by law, consents to jurisdiction and venue in such
courts for such purposes.
21. TERMINATION OR SUSPENSION OF SERVICES
A. Termination for Convenience. The Parties reserve the right, to terminate this Agreement without
penalty or recourse, in whole or in part at any time upon 90 days prior written notice. In the event
this Agreement is terminated by the City, or expires, the County, upon receipt of the written
notice, shall notify all subcontractors in writing of the effective date of the termination, and
minimize all further costs to the City.
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B. Termination for Default. The Parties reserves the right to terminate this Agreement, in whole or in
part, upon 15 days prior written notice specifying the effective date and the reasons for it, due to
the failure of the other Party to comply with any term and condition of this Agreement.
C. City may also terminate this Agreement for ineffective or improper use of funds provided under
this Agreement. The Parties may terminate this Agreement immediately if the Parties determines
that the health, welfare, or safety of service recipients is endangered.
D. Continuation of Performance through Termination. Each Party shall continue to perform, in
accordance with the requirements of this Agreement, up to the date of termination. In the event of
termination, all Agreement documents, data, and reports shall become the property of the City
and be delivered upon request. The County shall be entitled to receive just and equitable
compensation for work in progress, work completed, and materials accepted up to the effective
date of the termination. The County shall assist the City in the transition of services to other
Contractors or to the City.
E. Transition of Activities. If an Agreement is awarded to a new Contractor for similar services
currently being performed by the County, the City's authorized representative will coordinate all
transition activities. During the transition period, the County shall work closely with the new
Contractor's personnel and/or City's staff to ensure a thorough transfer of duties and
responsibilities.
F. Final Payment. The City shall make final payment for all Services performed by the end of the
fiscal year after the County has delivered to the City any final progress reports, documentation,
materials and evidence of costs and disbursement as required under this Agreement. Any use by
the City of preliminary reports, raw data or other incomplete material returned by the County shall
be at the City's sole risk for such use.
22. CONFLICT OF INTEREST
A. The Parties acknowledges that, to the best of its knowledge, information and belief, no person
has been employed or retained to solicit or secure this Agreement upon a promise of a
commission, percentage, brokerage, or contingent fee, and that no member of the Parties’
governing boards or employee have any financial interest in non-profit. For breach of violation of
this warranty, the Parties shall have the right to annul this Agreement without liability, including
any such commission, percentage, brokerage or contingent fee.
B. Pursuant to A.R.S. §38-511, the 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
23. PREDECESSOR AND SUCCESSOR AGREEMENTS
The execution or termination of this Agreement shall not be considered a waiver by the Parties of any
and all rights it may have for damages suffered through a breach of this or a prior Agreement with the
other Party.
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24. NON-MATERIAL CHANGES
The Parties shall give written notice to the designated representative of the other Party of any of the
following non-material changes that affects either programmatic or financial requirements of this
Agreement but a written amendment will not be necessary.
1. Change of address, telephone number, email, fax number;
2. Change of County's authorized signatory or his/her designee;
3. Change in the name and address of the designated representatives to which notices are to
be sent;
4. Changes in Agreement related personnel positions of the Parties which do not affect staffing
ratios or staff qualifications required under this Agreement;
5. Change in the name of the Contractor where the ownership remains the same;
6. In Cost Reimbursement or Unit Fee Agreements, whenever there is less than a 10% increase
or decrease in any budget category.
25. GRIEVANCES BY RECIPIENTS OF SERVICES
The County shall maintain a formal system acceptable to and approved by the City for reviewing and
adjudicating grievances by recipients of services or subcontractors arising from this Agreement.
The County shall advise all applicants for and recipients of contracted services of their right, to
present to the County any grievances arising from the delivery of contracted services, including, but
not limited to, ineligibility determination, reduction of services, suspension or termination of services,
or quality of services. The grievance procedure shall include provisions for notifying the applicants for,
and recipients of, services of their eligibility or ineligibility for service and their right to appeal to the
City if the grievance is not satisfied at the County level.
26. SPECIFIC PERFORMANCE
The County agrees that in the event of a breach by the County of any material provision of this
Agreement, the City shall, upon proper action instituted by it, be entitled to a decree of specific
performance thereof according to the terms of this Agreement. In the event the City shall elect to treat
any such breach on the part of the County as a discharge of the Agreement, the City may
nevertheless maintain an action to recover damages arising out of such breach. This paragraph is not
intended as a limitation of such other remedies as may be available to the City under law or equity.
27. FORCE MAJEURE
The County shall not be responsible or liable for, or deemed in breach hereof because of any delay in
the performance of its obligations hereunder to the extent caused by circumstances beyond its
control, without its fault or negligence, and that could not have been prevented by the exercise of due
diligence, including but not limited to fires, natural disasters, riots, wars, unavoidable and
unforeseeable site conditions, failure of the City to provide data within the City's possession or to
make necessary decisions or provide necessary comments in connection with any required reports
prepared by the County in connection with the Services and the unforeseeable inability to obtain
necessary site access, authorization, permits, licenses, certifications and approvals (such causes
hereafter referred to as "Force Majeure").
28. RELEASE OF INFORMATION,
The use or disclosure by any Party of any information concerning an applicant for, or recipient of,
services under this Agreement is directly limited to the purpose of this Agreement. The County and its
agents shall safeguard the confidentiality of this information consistent with federal and state laws
and regulations. The County shall include a clause to this effect in all Subcontracts
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29. ADVERTISING AND PROMOTION
The County shall give recognition to the City and the funding source for its support when the County
publishes materials or releases public information that is paid for in whole or in part with funds
received by the City under this Agreement.
30. CONTINUATION DURING DISPUTES
A. The Parties agree as a condition of this Agreement that in the event of any dispute between the
Parties, provided no Notice of Termination has been issued, and if it is feasible under the terms of
this Agreement, each Party shall continue to perform the obligations not related to the dispute
required of it during the resolution of such dispute, unless enjoined or prohibited by a court of
competent jurisdiction.
B. Failure or delay by a Party to exercise any right, power, or privilege shall not be deemed a waiver
thereof. Failure to exercise any right, power, or privilege under this Agreement shall not operate
as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further
exercise of that or any other right, power, or privilege.
31. THIRD PARTY BENEFICIARY CLAUSE
The Parties expressly agree that this Agreement is not intended by any of its provisions to create any
right of the public or any member thereof as a third party beneficiary nor to authorize anyone not a Party
to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or
provisions of this Agreement.
32. EVALUATION AND MONITORING
The City may evaluate and the County shall agree to cooperate in the evaluation of contracted services.
Evaluation may assess the quality and impact of contracted services, either in isolation or in comparison
with other similar services, and assess the County's progress and/or success in achieving the service
requirements and deliverables set forth in this Agreement. The County agrees that the City may monitor
the County or its subcontractor, in the services delivered, facilities maintained, and fiscal practices at any
time during the County’s normal business hours. The County shall cooperate in such efforts. The County
shall participate in third party evaluations if the City retains an inspector to monitor this Agreement.
33. VISITATION AND INSPECTION
The County's or its subcontractor's facilities, services and individuals served, pertaining to the Agreement
shall be available for visitation, inspection by the City and any other appropriate agent of the City, State,
or Federal Government. At the discretion of the City, visitation and inspection may occur at any time
during regular business hours, announced or unannounced. If the Department deems it to be an
emergency situation, the City may at any time visit and inspect the County's or subcontractor's facilities,
services and individuals served.
34. STANDARDS OF CONDUCT
The County is required to maintain standards of conduct for its employees, consultants, members of
governing bodies, and any others involved in grant-supported activities. Standards must be consistent
with State and local laws, and must include at a minimum expense, conduct related to financial interests,
gifts, gratuities and favors, nepotism, political participation, and bribery.
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35. NON-WAIVER OF LIABILITY
The Parties in execution of its public trust, cannot agree to waive any lawful or legitimate right to recover
monies lawfully due it. Therefore, the Parties agrees that it will not insist upon or demand any statement
whereby the City agrees to limit in advance or waive any right the City might have to recover actual lawful
damages in any court of law.
36. AVAILABILITY OF FUNDING
If any action is taken by any federal, state, local agency or any other agency or instrumentality to
suspend, decrease or terminate its fiscal obligation affecting the capacity of the Parties to continue this
Agreement, the Parties may amend, suspend, decrease or terminate its obligations under or in
connection with this Agreement. The City shall provide (30) days’ notice of termination. The City shall
reimburse the County for all work performed prior to the date of termination.
[Intentionally left Blank]
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IN WITNESS WHEREOF, the Parties herein have caused this Agreement to be executed.
FOR AND ON BEHALF OF THE FOR AND ON BEHALF OF THE CITY OF
CONTRACTOR: PHOENIX a municipal corporation:
Ed Zuercher, City Manager
Signature Signature
Christine Mackay
Chairman Maricopa County Board of Community & Economic Development Department
Supervisors Director
Title Title
Date Date
ATTEST:
City Clerk
Date:
IGA DETERMINATION – CITY
This IGA, which is an agreement between public agencies, has been reviewed pursuant to A.R.S. §11-952 by the
undersigned, who has determined that it is in the proper form and is within the power and authority granted under the
laws of the State of Arizona to those parties to the Agreement represented by the City Attorney.
APPROVED AS TO FORM:
Acting City Attorney
IGA DETERMINATION - CONTRACTOR
This IGA, which is an agreement between public agencies, has been reviewed pursuant to A.R.S. §11-952 by the
undersigned, who has determined that it is in the proper form and is within the power and authority granted under the
laws of the State of Arizona to those parties to the Agreement represented by the Public Agency Legal Counsel.
APPROVED AS TO FORM:
Deputy County Counsel
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