SIGNED MOU WITH MARICOPA COUNTY 11 14 16.PDF

MEMORANDUM OF UNDERSTANDING (MOU)
Between the Arizona Department of Economic Security (ADES),
Business Enterprise Program (BEP)
and
Maricopa County
1.0 Purpose
The purpose of this MOU is to describe and identify and the roles and responsibilities of the
collaboration among the ADES/BEP and Maricopa County for the repair and/or refurbishment of
merchandising businesses within Maricopa County properties.
2.0 Background
The ADES/BEP currently has a Grantor Agreement, DG16-001026, with Maricopa County to
provide vending machine services and food services that span approximately 50 locations within
County properties. Overtime, ADES/BEP and Maricopa County will be creating new venues for
additional merchandizing businesses. Occasionally, when establishing new sites and or
removing existing merchandizing businesses, it requires anywhere from a few alterations to a
complete refurbishment of a site. When mutually deemed necessary, ADES/BEP and Maricopa
County will share costs since the merchandizing site(s) are on County properties and the
merchandising businesses belong to ADES/BEP. This means that ADES/BEP will be responsible
for alterations and/or refurbishment costs for the physical areas above the floors, in front of the
walls and below the ceilings while the County will be responsible for the physical areas below the
floors, behind the walls and above the ceilings, unless otherwise mutually agreed. So ADES/BEP
and Maricopa County are seeking to enter a long term agreement to work cooperatively and to
share costs for both the installation of new and the removal of existing merchandising businesses
established under the above referenced Grantor Agreement.
3.0 Definitions
3.1 Expenditures are any costs directly related to building modifications for the purpose of
establishing or removing an ADES/BEP merchandising business.
3.2 Merchandising Business includes and is not limited to: cafeterias, coffee kiosks/Shops, snack
bars or grab and goes, micro markets, vending banks, water dispensing stations, etc.
3.3 Vendors are companies that specialize in providing building repair and/or refurbishment services.
4.0 Term/Modifications
4.1 The term of this Agreement will be effective on the date of last signature and shall end on
November 30, 2021.
4.2 Any change to this memorandum shall be accomplished by an executed amendment signed by
ADES and Maricopa County prior to the effective date of such modification. No other method
and/or no other document, including correspondence, acts, or oral communications by or from
any person, shall be used or construed as an amendment or modification to this MOU.
4.3 This MOU may be terminated by mutual agreement of the parties at any time during the term of
this MOU.
4.4 Each party shall have the right to terminate this MOU by hand-delivering to the other party written
notice of termination at least thirty (30) days prior to the effective date of said termination.
5.0 Service Description
5.1 Determine and execute all necessary steps to initiate and complete repair and/or refurbishment
for the purpose of either installing or removing ADES/BEP merchandising businesses within
County properties for which the County and ADES/BEP will be sharing expenses for such
projects.
5.2 Each project mutually agreed upon will have a specified scope of work and detailed pricing.
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5.3 Projects that mainly require work above the ceilings, behind walls and below floors falls to the
County and work done below the ceilings, in front of walls and above the floors will fall to the
ADES/BEP, unless otherwise agreed upon.
6.0 Responsibilities
The ADES and the Vendor agree as follows:
6.1 ADES and Maricopa County will mutually agree on:
6.1.1 The appropriate site, equipment, structural and utility changes that will be required;
6.1.2 The desired time frame for completion of the project;
6.1.3 Each Party's individual responsibility and joint responsibility for the project;
6.1.4 The selection of vendor to use for said construction and/or refurbishment;
6.1.5 The vendor's scope of work and price proposal for the project;
6.1.6 The price range for the project and each Party's expenditure responsibility;
6.1.7 Which Party takes the lead for the project; and
6.1.8 The Vendor is reimbursed for ADES/BEP's portion of encumbered expenses for each project.
6.2 ADES agrees to:
6.2.1 Survey Vendor's property to determine feasibility, with the concurrence of Maricopa County, of
installing a merchandising business and the type of business to be installed, and/or what is
needed to remove an existing merchandising business.
6.2.2 Work closely with Maricopa County through to completion of project(s) including reviewing of
scopes of work, asbestos reports, project pricings and schedules, etc.
6.2.3 Provide, as needed, project oversight.
6.2.4 Provide contracted vendors to connect and/or disconnect and move/remove all ADES/BEP
owned equipment.
6.2.5 Reimburse Maricopa County, pursuant to specific scope of work pricing, for ADES/BEP's portion
of project expenditures.
6.3 Maricopa County agrees to:
6.3.1 Allow ADES to survey the property to determine feasibility of installing a new merchandising
business and/or removal of such a business.
6.3.2 Provide access to the property after hours, weekends and holidays as needed.
6.3.3 Provide personnel as needed to oversee projects.
6.3.4 Coordinate with ADES/BEP to obtain vendor(s) needed to perform work on project(s).
6.3.5 Ensure Vendors obtain all permits/licenses as needed.
6.3.6 Ensure Vendors provide all equipment, labor and materials necessary to complete the project.
6.3.7 Provide ADES/BEP with a copy of the asbestos report, scope of work, design if applicable,
project pricing proposal and work schedule.
6.3.8 When project requires, ensure installation/repair of fire alarm systems, grease traps and hood
systems.
6.3.9 Allow ADES/BEP to provide contracted vendors to disconnect and move/remove BEP owned
vending and/or food service equipment.
7.0 Applicable Law - This MOU shall be governed and interpreted by the laws of the State of
Arizona.
8.0 Arbitration - The parties to the MOU agree to resolve all disputes arising out of or relating to this
MOU through arbitration, after exhausting applicable administrative review, to the extent required
by A.R.S. 12-1518, except as may be required by other applicable statutes.
9.0 Indemnification
Each party (as "Indemnitor") agrees to defend, indemnify, and hold harmless the other party (as
"Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as "Claims") arising out of bodily
injury of any person (including death) or property damage, but only to the extent that such Claims
are caused by the act, omission, negligence, misconduct, or other fault of the lndemnitor, its
officers, officials, agents, employees, or volunteers. The State of Arizona, ADES is self-insured
per A.R.S. 41-621.
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10.0 Notices
10.1 All notices to the Vendor regarding this MOU shall be sent to the following address:
Maricopa County
Rich VVegele, County Facilities Management Director
Facilities Management Department
401 W. Jefferson Street
Phoenix, Arizona 85003
10.2 All notices to the ADES regarding this MOU shall be sent to the following address:
Business Enterprise Program
ATTN: BEP Program Manager
3425 E. Van Buren Street, Suite 102
Phoenix, Arizona 85008
11.0 Signatures/Approvals
By signing on behalf of the Vendor, the signatory certifies he/she has the authority to bind the
Vendor to this MOU.
FOR AND ON BEHALF OF THE ARIZONA FOR AND ON BEHALF OF MAR1COPA
EPARTMEIIT_OF ECONOMIC SECURITY: COUNTY:
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Signature Signature
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Printed Name Printed Name
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Title
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Date Date Date
ADES Contract Number Contract Number
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