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AGREEMENT FOR EXECUTIVE RECRUITMENT SERVICES By and Between Valley Metro Rail Inc. / Regional Public Transportation Authority And Maricopa County Pursuant to A.R.S. Section 11-952, this Non-Financial Agreement (“Agreement”) is entered into as of the ____ day of ________, 2016 by and between VALLEY METRO RAIL INC. a public non-profit corporation duly organized and existing under the laws of the State of Arizona, REGIONAL PUBLIC TRANSPORTATION AUTHORITY, a public agency duly organized and existing under the laws of the State of Arizona, (collectively referred to as "Valley Metro"), and MARICOPA COUNTY, a political subdivision, duly organized and existing under the laws of the State of Arizona (hereinafter referred to as the "County"). Valley Metro and County are also referred to individually as "Party" or collectively, as "Parties." WHEREAS, Valley Metro’s, respective Boards of Directors desire to perform, by the most efficient and effective means possible, the search, recruitment, hiring, and employment of a new Chief Executive Officer; and WHEREAS, the County is a political subdivision, which employs a satisfactory number of personnel who possess the required knowledge and experience to complete the services required. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: SECTION 1. PURPOSE The purpose of this agreement is to define the responsibilities of the Parties as it relates to the search, recruitment, hiring and employment of a new agency executive director for Valley Metro. SECTION 2. SCOPE OF WORK The parties will work cooperatively to recruit and hire a new Chief Executive Officer for Valley Metro. A. VALLEY METRO’S RESPONSIBILITIES: By and through its Boards of Directors and Ad-hoc Committees and in cooperation with the County, Valley Metro will perform all duties outlined in the Scope of Work attached as exhibit A, by the time periods specified therein, including without limitation: a. Procure and pay for the services of an executive search firm to recruit, assess, and evaluate candidates for the position of executive director of Valley Metro; and b. Schedule, notice and conduct all meetings of the Boards of Directors, Ad-hoc Committees and stakeholders in compliance with applicable laws; and c. Participate in interviews of candidates; d. Select a desired candidate for the position of executive director of Valley Metro and negotiate terms of contract; and e. Pay all costs related to the services and responsibilities detailed in (a) – (d) directly above for Valley Metro. 1 B. COUNTY RESPONSIBILITIES: In cooperation with Valley Metro, its Boards of Directors, Ad-hoc Committees, Executive Search Firm and stakeholders, the County will perform all duties outlined in the Scope of Work attached as Exhibit A, by the time periods specified therein, including without limitation: a. Develop a job description and recruitment brochure to ensure details are reflective of current needs and responsibilities, including candidate attributes; and b. Develop advertising, application and screening process; and c. Assist with evaluation of the applicant pool; and d. Assist with the evaluation, identification and coordination of interviews of the most highly qualified candidates; and e. Provide notification to unsuccessful candidates; and f. Assist with reference and/or background checks; and g. Assist with contract negotiation with the successful candidate. SECTION 3. TERM OF AGREEMENT This Agreement shall be for a nine (9) month period commencing _____________ __, 2016. This Agreement may be renewed for an additional period not to exceed nine (9) months upon a written agreement executed by the parties. SECTION 4. EFFECTIVE DATE This Agreement shall take effect upon full execution by Parties and retroactive to the commencement date first set forth above. SECTION 5. TERMINATION County and Valley Metro hereby agree to full performance of the covenants and obligations contained herein, except that each reserves the right, at its option and sole discretion, to terminate or abandon the service provided for in this Agreement, or any portion thereof. Termination of this Agreement may be at any time and for any reason, with or without cause, upon providing ten (10) calendar days prior written notice. Termination shall be effected by delivery of a Notice of Termination specifying the extent to which performance of work under the Agreement is terminated, and the date upon which such termination becomes effective. SECTION 6. INDEMNIFICATION Except for claims arising solely and exclusively from the willful acts or omissions of County, its officers, officials, agents or employees (hereinafter referred to as “Indemnitee”), Valley Metro shall indemnify, defend, save and hold the Indemnitee harmless from and against any and all claims, actions, liabilities, damages, losses, expenses and costs (including court costs, attorneys’ fees and costs of claim processing, primary loss investigation, administrative charges and litigation) (hereinafter referred to as “Claims”) for failure to hire, bodily injury or personal injury (including death), loss or damage to tangible property: (1) arising under this Agreement, or (2) caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Valley Metro or any of its owners, officers, directors, agents, contractor or employees, including employees from the County assigned to work for Valley Metro.. It is the specific intent of the Parties to this contract that the Indemnitee shall, in all instances except for loss or damage resulting from the sole and exclusive negligence of the Indemnitee, be indemnified against all liability, loss or damage of any nature whatever for or on account of any failure to hire; injuries to or the death of any person or damages to or the destruction of property belonging to any person, arising out of or in any way connected with the performance of this Agreement. 2 SECTION 7. AVAILABILITY OF FUNDS The provisions of this Agreement are non-financial, however if any action is taken by any State agency, federal department or any other agency or instrumentality to suspend, decrease or terminate its fiscal obligation under, or in connection with this Agreement, the Parties may amend, suspend, decrease or terminate its obligations under or in connection with this Agreement. In the event of termination, the Parties shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this Agreement. The Parties 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. SECTION 8. NOTICE Any notice, consent or other communication (“Notice”) required or permitted under this Agreement shall be in writing and either delivered in person, sent by email as PDF or a facsimile transmission, deposited in the United States mail, postage paid, registered or certified mail, return receipt requested, or deposited with any commercial air courier or express service addresses as follows: If intended for Valley Metro: Attention: Michael J. Minnaugh General Counsel 101 N. 1st Avenue, Suite 1300 Phoenix, AZ 85003 If intended for County: Attention: MaryEllen Sheppard Assistant County Manager/HR Director 301 W. Jefferson, Ste. 240 Phoenix, Arizona 85003 Notice shall be deemed received at the time it is personally served or, on the day it is sent by facsimile transmission, on the second day after its deposit with any commercial air courier or express service, if mailed, ten (10) days after the notice is deposited in the United States mail as provided. Any time period stated in a Notice shall be computed from the time the Notice is deemed received. Either Party may change its mailing address, FAX number or the person to receive notice by notifying the other Party as provided in this Section. Notice sent by facsimile transmission shall also be sent by regular mail to the recipient at the above address. The requirement for duplicate notice is not intended to change the effective date of the Notice sent by facsimile transmission. SECTION 9. AMENDMENT This Agreement may be modified or amended only by a written document executed by both Parties. Notwithstanding the foregoing, the Human Resources Director of Maricopa County and the Human Resources Director of Valley Metro may make changes to the Scope of Work through a mutually-agreeable Change Order as long as such changes have no impact on the remaining terms of this non-financial agreement. SECTION 10. SEVERABILITY Any provision of this Agreement that is prohibited or unenforceable under the laws of the State of Arizona shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. 3 SECTION 11. SURVIVAL The indemnifications and limitations on liability provided in this Agreement shall have full force and effect notwithstanding any other provisions of this Agreement and shall survive any termination or expiration thereof. SECTION 12. CONFLICTS OF INTEREST The statutory language of A.R.S. §38-511 applies to this agreement and is incorporated herein by reference. SECTION 13. COMPLIANCE WITH ARIZONA LAW Each Party warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that: A. 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; and B. A breach of a warranty under sections listed above, shall be deemed a material breach of this Agreement that is subject to penalties up to and including termination of the Agreement; and C. To the extent permitted by law, each Party retains the legal right to inspect the papers of other Party’s employee or contractors who work on this Agreement to ensure that the Parties are complying with the warranty provided under subsections available during normal working hours in order to facilitate such an inspection. SECTION 14. COMPLIANCE WITH APPLICABLE LAW The Parties shall comply with all applicable laws, ordinances, Executive Orders, rules, regulations, standards, and codes of the Federal, State, and Local governments whether or not specifically referenced herein. Specifically, the following apply: A. Unless exempt under Federal law, the Parties shall comply with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and State Executive Order No. 75-5, as updated in State Executive Order No. 99-4, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities. B. The Parties shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment of qualified persons because of physical or mental disability. C. The Parties shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. D. The Parties shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits of, or participation in, contract services on the basis of race, color, or national origin. E. The Parties shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of disability, in delivering contract services; and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the basis of physical or mental disabilities in the provision of contract programs, services, and activities. F. The Parties shall not discriminate upon the basis of race, color, creed, religion, ancestry, national origin, sex, gender, sexual orientation, gender identity, disability, age, marital status or status with regard to the benefits of, or participation in, or use of the programs, services, and activities. 4 SECTION 15. EMPLOYMENT DISCLAIMER Each Party acknowledges that no individual performing work under this Agreement on behalf of a Party is to be considered an employee of the other. No rights of civil service, retirement, or personnel rules of the other Party shall accrue to such individual. Each Party shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals it employs and shall save and hold the other Party harmless with respect thereto. SECTION 16. NO PARTNERSHIP Nothing contained in this Agreement shall create any partnership, joint venture or other arrangement between Parties. Except and expressly provided herein, no term or provision of this Agreement is intended or shall be for the benefit of any person or entity not a Party hereto, and no such other person or entity shall have any right or cause of action hereunder. SECTION 17. VENUE The proper venue for any proceeding at law or in equity shall be Maricopa County, Arizona. SECTION 18. NO WAIVER Waiver of any breach of any term, conditions or covenant herein contained shall not be deemed to be a waiver of any subsequent breach of any term, covenant or condition herein. SECTION 19. AUTHORIZATION Any individual executing this Agreement on behalf of or as representative for a corporation or other person, firm, partnership or entity represents and warrants that he/she is duly authorized to execute and deliver this Agreement on behalf of said corporation, person, firm, partnership or other entity and that this Agreement is binding on said entity in accordance with its terms. (Intentionally left blank, signatures to follow) 5 IN WITNESS WHEREOF, the Parties have each executed this Agreement as of the date first set forth above. Valley Metro By: _______________________________________ Scott W. Smith Interim Chief Executive Officer APPROVED AS TO FORM: By: ________________________________ Michael J. Minnaugh General Counsel Maricopa County By: __________________________________ Clint Hickman, Chairman Maricopa County Board of Supervisors ATTESTED TO: By: ______________________ Fran McCarroll Maricopa County Clerk of the Board APPROVED AS TO FORM: By: _______________________ Michelle L. Wood Deputy County Attorney 6