ACAA-SRP CONTRACT.PDF

CONTRACT NO. SRPWX05012015
Agreement between Arizona Community Action Association
and
Maricopa County
administered by its
Human Services Department/Community Development Division.
This Agreement for Low Income Weatherization Program Implementation (the “Agreement”) is entered into by
and between the Arizona Community Action Association, (ACAA) a 501(c) (3) non-profit social and human
service association, and Maricopa County, administered by its Human Services Department/Community
Development Division (collectively called the “County”) (“Contractor”). Contractor and ACAA are also
individually referred to herein as “Party” and collectively referred to herein as “Parties”.
RECITALS
The parties hereto desire to establish terms and conditions for the utilization of funds, to be contributed by Salt
River Project (SRP) and managed by ACAA, for the Low-Income Weatherization Assistance Program
(hereinafter referred to as the “Program”), in an amount up to $271,220.00 (“Allocation”). Funds are to be
used for the weatherization of qualified residential housing units located in Maricopa County, exclusive of the
Cities of Phoenix and Mesa.
In consideration of the recitals set forth above, the respective agreements of the Parties herein set forth, and
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties
do hereby agree as follows:
AGREEMENT
1. TERM/TERMINATION
This Agreement is effective on May 1, 2015 and terminates on March 30, 2016. Notwithstanding the
foregoing, either Party may terminate this Agreement upon thirty (30) days prior written notice to the
other Party.
A. Pursuant to A.R.S. §38-511, the County 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 the County 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
County 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 County from any
other party to the contract arising as the result of the Agreement.
B. Either Party may terminate this Agreement at any time by giving the other Party at least thirty (30)
calendar days prior notice in writing. The notice shall be given by personal delivery or by
registered or certified mail, postage prepaid and return receipt requested.
C. This Agreement may be terminated by mutual written agreement of the Parties specifying the
termination date therein.
D. If not terminated by one of the above methods, this Agreement will terminate upon March 30, 2016
2. SCOPE OF SERVICES
A. Contractor, or its’ designee, will provide the following services (collectively, the “Services”):
B. Contractor will provide repairs, reconditioning, replacement or restoration of deficiencies in a
Client’s Qualified Home in order to make such homes energy efficient (collectively, the
“Weatherization Services”).
1. For purposes of this Agreement, an individual is a “Client” if he or she meets the following
requirements:
a) the individual resides in a Qualified Home;
b) the Qualified Home is served by SRP; and
c) the individual has a maximum gross household income of 200% of the Federal
poverty guideline as defined by the Arizona Department of Economic Security
(DES), as adjusted by DES on a yearly basis every July 1st. Income determination
guidelines will be based on the countable income definition according to the
Weatherization Assistance Program Regulations contained in 10-CFR Part 440.3 as
applicable, and the Program Year 2013 Weatherization Grant Guidance, Section 5.8
Determining Eligibility Levels and Defining Income, of Weatherization Program
Notice (WPN) 12-1 which can be found at the following website:
http://www.waptac.org/Rules-0024amp;-guidance.aspx;
d) Contractor will obtain verification of ownership of housing, appliance and/or
system. The following documents will be acceptable forms of verification:
i.) Homeowner: Deed or property tax statement; and
ii.) Renter: Receipt of purchase for the specific appliance or notarized affidavit
signed by the property owner confirming that the renter is owner of the specific
appliance (with serial number noted) AND proof that the property owner is the-
owner of the-rental-property (deed and/or property tax statement).
iii.) The Contractor will obtain the Client’s prior written consent and approval
for SRP to provide the Client’s utility bill history information, including the
historic usage of energy by kilowatt hours or therms, to the Contractor
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2. For purposes of this Agreement, a “Qualified Home” may be any of the following:
a) an owner-occupied single family dwelling unit, which may be detached or attached
to other owner-occupied dwelling units (e.g., duplex, triplex), including stationary
mobile homes that have had the wheels removed and are supported by foundation
or blocking;
b) a rental property, provided that property owner provides the Contractor with written
permission for the property to receive Weatherization Services, and the property
owner agrees in writing to not increase the rent for 12 months after completion of
the Weatherization Services. A copy of the owner’s consent and written agreement
must be provided to Contractor prior to performing the Weatherization Services.
For rental properties, structurally attached appliances or systems (e.g.,
evaporative cooler, water lines) are not eligible for the Program. Such
appliances or systems are the responsibility of the property owner.
c) Upon review and approval by SRP, Contractor may engage in special projects that
the Contractor believes will provide benefits to SRP customers and the community.
Special projects may include application of weatherization services to multi-unit
housing structures, collaboration with previously weatherized or rehabilitated
housing projects or other innovative programming. Special project requests will be
made by the Contractor to ACAA who will seek final approval from SRP
C. All Weatherization Services will be implemented by the Contractor in accordance with the
Weatherization Assistance Program (WAP) rules as administered by the Governor’s Office of
Energy Policy (the “Energy Office”) with the following exceptions:
1. Weatherization Services will be limited to those that conserve primarily electric energy;
2. General Repairs to membranes to stop roof leaks, repairs to or replacement of non-
repairable window units, repairs to or replacement of non-repairable exterior doors,
restoration or replacement of ceiling areas which cannot support ceiling insulation and
restoration or replacement of floor areas over “crawl spaces” which are not structurally
strong enough to remain part of a building “envelope” and other similar general repairs may
be done as part of Weatherization Services, provided that the entire project per individual
residence is cost effective and yields at least a 1.0 benefit to cost ratio using the WAP
program manual.
D. Health and Safety Repairs are an eligible expense as long as the repairs are related and required to
perform the weatherization and impact the client’s health and safety. Health and Safety repairs will
follow the Arizona Governor’s Office of Energy Policy Weatherization Assistance Program
requirements.
E. Repair/Replacement Services are an eligible expense as long as the repairs and/or replacements are
related and required to perform the weatherization or as a stand-alone (non-leveraged) installation.
Repair and replacement services will follow the Arizona Governor’s Office of Energy Policy
Weatherization Program Requirements. This includes repairs or replacements of existing utility
related electric appliances/systems. When repair costs would exceed replacement costs, or when an
appliance would be inoperable or unsafe even with repairs, or when an appliance is of such a
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vintage that it is economical to replace with an energy efficient model in accordance with guidelines
established by the Arizona Governor’s Energy Office, then the item shall be replaced instead of
repaired. Appliances eligible for Repair/Replacement expenditures are limited to air conditioners,
heat pumps, evaporative coolers, refrigerators, and electric water heaters. The Allocation may not be
used to provide for maintenance of these appliances/systems. Inspection of the repair or replacement
after completion of the work is to be made by a Contractor representative. Repair/Replacement
services (leveraged or non-leveraged) are excluded from the 5% cap on Health and Safety
expenditures.
F. Low-Cost/No-Cost Weatherization Items shall not exceed $250 per household and shall be charged
and tracked under the 5% Health and Safety cap.
G. Program Coordination: Where possible, the Contractor will leverage SRP funds with other
appropriate funding to achieve maximum cost effectiveness and expand the scope of Weatherization
Services to be performed on each Qualified Home.
H. Non-leveraged Program: The Contractor may provide services to clients when leveraging options
are not available.
I. Program Implementation
1. The Contractor or designee will conduct the on-site energy audit and detailed inspection of
the Qualified Home and appliances using current building science technologies, such as
blower doors, duct blasters, flow hoods, infrared heat sensors; analysis of appliances using
amp meters and refrigerant pressure gages, and will prepare a report that delineates any
deficiencies (the “Assessment”) and analyze cost effectiveness in accordance with the
Arizona Governor’s Office of Energy Policy Weatherization Program Requirements.
2. The Contractor or designee will prioritize and provide the Weatherization Services for each
Qualified Home based on cost effectiveness and will implement as many Weatherization
Services on each Qualified Home. The maximum that may be spent per job may not exceed
$6,000, not including Program Delivery Expenditures, subject to the overall cap of the
Allocation.
J. Program Reporting
1. Arizona Governor’s Office of Energy Policy (AGOEP) Data Base. The Contractor will
enter all household weatherization services leveraged with funds provided by AGOEP into
the web-based weatherization database administered by the AGOEP.
2. Non-leveraged program data. Services provided to Qualified Homes not leveraged with
AGOEP funds will be entered into the Contractor’s data systems and submitted with
invoices to ACAA on a monthly basis.
3. Completed Work. Only completed weatherization jobs and associated program delivery
expenditures will be submitted with invoices to ACAA in monthly reports.
4. All Program activities and program expense reports will be submitted to ACAA on a
monthly basis and due no later than the 21st of the following month. Reports entered
into the AGOEP database will be included in the monthly report to ACAA and will include
the AGOEP job number.
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K. Documentation.
The Contractor will maintain the following client documentation in the Client file and make available
for review by ACAA upon request.
1. Client application form with appropriate documentation attached.
2. Energy assistance program fuel information release form indicating the energy supplier is
SRP.
3. Documentation required by Section 2.A.2 with respect to a Qualified Home.
4. Household Characteristics Form.
5. Pressure Diagnostic Report (where applicable).
6. Combustion Safety Report (where applicable).
L. Program Monitoring
1. ACAA will provide monitoring of Program activities related to client intake, eligibility
record keeping and other related Program administrative activities.
2. AGOEP is responsible for separately providing technical audits and job site monitoring
which may include; property audit for work to be done, work in progress, quality of work
and end-of-job review.
M. Compensation/Taxes
1. Based on availability of SRP funds, ACAA will reimburse Contractor for authorized
expenditures in an amount not to exceed $271,220.00 for the Term of the contract. The
Contractor may use up to five percent (5%) of the allocation for Health and Safety not
to exceed $13,561.00. All funds must be expended by the end of the term of this
agreement.
2. Any change by ACAA in allocation of funds to the Contractor during the Term of the
contract will be for the sole purpose of utilizing the funds to the best advantage of the low
income customers and will be done in consultation with SRP and in accordance with clause
S of the General Terms and Conditions under this Agreement.
3. Furthermore, in the event of a decrease in the allocation during the Term of the Agreement,
ACAA shall reimburse the Contractor for expenditures incurred by the County’s
subcontractor within 60 days of notice to the Contractor of the decrease in the allocation.
ACAA will reimburse Contractor for allowable expenditures.
4. The “Authorized Expenditures” consist of the following:
a) Weatherization Expenditures. Expenditures for the Contractor’s direct costs of
providing Weatherization Services, including:
(i) Preparation and performance of the Assessment;
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(ii) analysis of appliances using amp meters and refrigerant pressure gages;
(iii) visual inspection of the property;
(iv) materials;
(v) subcontract labor;
(vi) general repairs and
b) Expenditures for Health and Safety Services.
c) Expenditures for Repair/Replacement Services.
d) Program Delivery Expenditures. Reasonable out-of-pocket costs incurred by the
Contractor to provide Weatherization Services, Health and Safety Services, and
Repair/Replacement Services to Clients that would not be incurred if those Services
were not provided, including: vehicle mileage; tools; employee related expenses
such as social security, Medicare, etc.; equipment rental; cost allocated shares of
office and management expenses; expenses for technical training of field
technicians.
5. The following limitations apply to the distribution of the Allocation among the Authorized
Expenditures:
a) Health & Safety Services Expenditures: A maximum of up to five percent (5%) of
total allocation as indicated under Compensation/Taxes may be used for Health &
Safety Services.
b) The total expenditure per household may not exceed $6,000.
c) Program Delivery Expenditures: Maximum of 20% of the combined
Weatherization Expenditures, Health and Safety Expenditures, and
Repair/Replacement Expenditures. Program Delivery Expenditures are funded from
the allocation and are not in addition to the Allocation.
6. ACAA will review the Program expenditures, process the invoice within 30 days of receipt
of the invoice from the Contractor. Payment will be made to the Contractor after
ACAA receives payment from SRP. Weatherization expenditures for items that are not
within the scope of this Agreement or not covered by a pre-approved waiver will be
disallowed and the invoice will be returned to the Contractor with the specific items
highlighted. The Contractor may resubmit the invoice with further explanation for review
by ACAA. Allowable expenditures will be reimbursed or they will be disallowed and
ineligible for reimbursement.
7. The Contractor will send monthly invoices to:
Arizona Community Action Association
Executive Director or Energy Program Manager
2700 N 3rd Street, Suite 3040
Phoenix, AZ 85004
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8. Each invoice shall include itemized expenditures by SRP Client account number broken
into the following categories: Weatherization Expenditures and Program Delivery costs.
9. As between ACAA and the Contractor, the Contractor shall be responsible for any taxes
that may be levied or imposed upon the transactions contemplated by this Agreement.
3. GENERAL TERMS AND CONDITIONS.
A. Warranties.
1. Contractor’s Warranties. The Contractor warrants that the Services shall: (a) be performed
and completed in a thorough, safe and workmanlike manner; (b) be free from defects in
design, workmanship, and title; (c) otherwise conform to this Agreement; (d) be of the
standard and quality generally recognized and accepted within its industry or profession
throughout the United States; (e) be performed in compliance with all applicable laws,
rules, regulations, codes, standards, ordinances and orders of regulatory authorities having
jurisdiction over the activities contemplated by this Agreement.
2. Disclaimer of Warranties by ACAA. ACAA is only providing funding to the Contractor to
enable it to afford and provide the Services. ACAA is not involved in the selection or
implementation of the Program. Accordingly, all warranties of any kind or nature are
hereby disclaimed by ACAA whether statutory, express or implied, including, without
limitation, the warranty of merchantability, fitness for purpose or arising from course of
dealing or usage of trade. The total cumulative liability of ACAA for all claims of any kind
arising from or relating to this Agreement, whether such claims are based on contract,
warranty, tort (including negligence), strict liability, contribution or otherwise, shall not
exceed the unpaid portion of the contract price.
B. Independent Contractor.
The Parties will act as independent contractors and neither Party will act as agent for or partner of
the other Party for any purpose whatsoever, and the employees of one will not be deemed
employees of the other. Nothing in this Agreement will grant to either Party, the right to make
commitments of any kind for or on behalf of the other Party without prior written consent of the
other Party.
C. Limitation of Liability.
Neither Party, nor its respective officers, directors, employees, agents, advisors, representatives,
affiliates, or successor or assigns shall be liable to the other Party for any indirect, consequential,
special, punitive or exemplary damages for any actions resulting from or arising out of this
Agreement, whether based on contract, tort (including, but not limited to, negligence), strict
liability, professional liability, contribution, or otherwise, provided, however, that this limitation of
liability shall not apply to the extent: (a) that ACAA is entitled to indemnification from the
Contractor as a result of a third party action as set forth in Indemnification section, or (b) losses
arise from a breach of Contractor’s obligations of confidentiality under the Confidentiality section
and the Advertising section.
D. Indemnification. Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the
other party (as “Indemnitee”) from and against any and all claims, losses, liability, costs or expenses
(including attorneys’ fees) (hereinafter collectively referred to as “Claims”) arising out of bodily
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injury of any person (including death) or property damages, but only to the extent that such Claims
which result in liability to the Indemnitees, are caused by the negligent or willful acts or omissions
of the Indemnitor, its directors, officers, officials, agents, employees, or volunteers.
E. Insurance
1. Contractor and any subcontractors shall procure and maintain, until all of their obligations
have been satisfied, insurance against claims for injury to persons, or damage to property,
which may arise from or in connection with the performance of the services hereunder by
Contractor or Contractor’s agents, representatives, employees, or subcontractors.
Contractor shall also procure and maintain all additional insurance coverage required by the
Program Documents.
2. The insurance requirements herein are minimum requirements for this Agreement and in no
way limit Contractor’s indemnity obligations contained in this Agreement. ACAA makes
no representation or warranty that the minimum limits contained herein are sufficient to
protect Contractor from liabilities that might arise out of the performance of the work under
this contract by Contractor, its agents, representatives, employees or subcontractors, and
Contractor is free to purchase additional insurance.
3. Contractor shall provide coverage with limits of liability not less than those stated below:
a) Commercial General Liability – Occurrence Form
The policy will have a combined single limit of $2,000,000 for each occurrence for
bodily injury and property damage. The policy shall include bodily injury, property
damage, personal injury and broad form contractual liability.
(i) The policy shall be endorsed to include the following additional insured
language: :Arizona Community Action Association, shall be named as
additional insured with respect to liability arising out of the activities
performed by or on behalf of the Contractor”.
(ii) The policy shall contain a waiver of subrogation against Arizona
Community Action Association and its officers, officials, agents, and
employees for losses arising from work performed by or on behalf of
the Contractor.
b) Automobile Liability
Bodily injury and Property Damage for any owned, hired, and/or non-owned
vehicles used in the performance of this Agreement.
Combined Single Limit (CSL) $1,000,000
(i) The policy shall be endorsed to include the following additional insured
language: “Arizona Community Action Association shall be named as
additional insured with respect to liability arising out of the activities
performed by or on behalf of the Contractor, involving automobiles
owned, leased, hired or borrowed by the Contractor”.
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c) Worker’s Compensation and Employers’ Liability
The policy will cover all obligations imposed by federal, state, and local statutes
with jurisdiction over Contractor’s employees.
(i) The policy shall contain a waiver of subrogation against Arizona
Community Action Association and its officers, officials, agents, and
employees for losses arising from work performed by or on behalf of
the Contractor.
4. Wherever additional insured status is required, such additional insured shall be covered to
the full limits of liability purchased by the Contractor, even if those limits of liability are in
excess of those required by this Agreement. The Contractor’s insurance coverage shall be
primary insurance with respect to all other available sources. Coverage provided by the
Contractor shall not be limited to the liability assumed under the indemnification provisions
of this Agreement.
5. Each insurance policy required by the insurance provisions of this Agreement shall provide
the required coverage and shall not be suspended, voided, canceled, or reduced in coverage
or in limits except after thirty (30) days prior written notice has been given to ACAA.
6. Insurance is to be placed with duly licensed or approved non-admitted insurers in the State
of Arizona with an “A.M. Best” rating of not less than A- VII. ACAA makes no
representation or warranty that the above required minimum insurer rating is sufficient to
protect Contractor from potential insurer insolvency. If Contractor utilizes the Social
Service Contractors Indemnity Pool (SSCIP) or other approved insurance pool for insurance
coverage, SSCIP or the other approved insurance pool is exempt from the A.M. Best’s
ratings requirements listed in this Agreement. If Contractor chooses to use SSCIP or
another approved insurance pool as its insurance provider, Contractor would be considered
in full compliance with insurance requirements relating to the A.M. Best rating
requirements.
7. Contractor shall furnish ACAA with certificates of insurance (ACORD form or equivalent
approved by ACAA) as required by this Agreement. The certificates for each insurance
policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved by ACAA before services
commence. Each insurance policy required by this Agreement must be in effect at or prior
to commencement of services under this Agreement and remain in effect for the duration of
the term of this Agreement. Failure to maintain the insurance policies as required by this
Agreement, or to provide evidence of renewal, is a material breach of contract.
8. Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or
Contractor shall furnish to ACAA separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to the minimum
requirements identified above.
9. In the event the Contractor is a public entity, then the insurance requirements in Section E
shall not apply. Such public entity shall provide a Certificate of Self-Insurance.
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F. Verification Regarding Compliance with Arizona Revised Statutes § 23-214 and Federal
Immigration Laws and Regulations:
By entering into this Agreement, the parties represent and warrant compliance with the
Immigration and Nationality Act (8 U.S.C. §§ 1101, et seq.) (INA) and all other federal and
State immigration laws and regulations related to the immigration status of its employees. Each
party shall obtain statements from its Subcontractors certifying compliance and shall furnish the
statements to the Department upon request. These representations and warranties shall remain
in effect throughout the term of this Agreement. Each party and its Subcontractors shall also
maintain Employment Eligibility Verification forms (I-9), as required by the U.S. Department
of Labor’s Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603), for all
employees performing work under the Contract. I-9 forms are available for download at
USCIS.GOV.
Each party warrants that it is in compliance with A.R.S. §41-4401 (e-verify requirements) and
further acknowledges:
1. Each party 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;
2. That a breach of a warranty under subsection 1 above, shall be deemed a material
breach of this Agreement and either party may immediately terminate this
Agreement without liability;
3. That each party and any contracting government entity retains the legal right to
inspect the papers and employment records of any party’s or Subcontractor’s
employee who works on this Agreement to ensure that the other party or any
Subcontractor is complying with the warranty provided under subsection 1 above
and that each party agrees to make all papers and employment records of said
employee(s) available during normal working hours in order to facilitate such an
inspection.
G. Safeguarding of Participant/Client 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 conduct of this Agreement.
Contractor and its agents shall safeguard the confidentiality of this information, just as
Contractor would safeguard its own confidential information. Contractor shall include a clause
to this effect in all Subcontracts. Notwithstanding the foregoing, Contractor will not be deemed
in violation of this Agreement in the event Contractor discloses Confidential Information in
response to a duly issued court order or subpoena if Contractor provides prompt advance notice
thereof to ACAA or if Contractor discloses data regarding applicants for assistance and program
participants to the extent required by Contractor’s reporting obligations under other agreements
pursuant to which Contractor receives funding. Notwithstanding the foregoing, Contractor may
release public records redacting confidential and personal identifying information in response to
a valid public records request pursuant to the Arizona Public Records Law (A.R.S. § 39-121 et
seq.), provided, that in the event such a public records request is received, Contractor shall
immediately notify ACAA and thereafter permit ACAA (or any counterparty of ACAA to
whom the records or information subject to the request belongs or concerns) to intervene in
order to secure a protective order or other appropriate relief from a court of competent
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jurisdiction. The protective action described in the preceding sentence shall be undertaken (if at
all) in the sole discretion of ACAA and/or its counterparties, and a protective order or other
appropriate relief must be obtained within ten (10) business days from the date that notification
of the public records request is delivered by Contractor to ACAA. Contractor shall not, under
any circumstances, be responsible for securing a protective order or other relief enjoining the
release of records, nor shall Contractor be in any way financially responsible for any costs
associated with securing such an order.
To the extent permitted by law, the Contractor shall release information to ACAA as required
by the terms of this Contract, by law or upon their request.
H. Advertising
The name of ACAA or any of its affiliates shall be not used in any advertising or other
promotional context by the Contractor or its contractors or subcontractors without the prior
written consent of ACAA (which may be withheld by ACAA in its sole discretion).
I. Dispute Resolution/Attorney Fees.
If a dispute arises concerning this Agreement, a meeting of the parties shall be held within 10
business days after either Party gives the other Party written notice of the dispute (the “Dispute
Notice”). The Dispute Notice shall set forth in reasonable detail the aggrieved Party’s position
and its proposal for resolution of the dispute. A representative of each Party who has authority
to resolve the dispute shall be in attendance at all meetings. If the dispute is not resolved within
30 calendar days after the first meeting of the Parties, either Party is free to use any other
available remedy including litigation. The Dispute Notice and 30-day discussion period are
conditions precedent to each Party’s right to resort to any other method. A Party’s failure to
comply with this Section shall entitle the other Party to recover its costs and reasonable
attorney’s fees in any judicial proceedings that circumvent this dispute resolution provision.
The prevailing Party in any proceedings instituted by either Party regarding a dispute
concerning this Agreement shall be entitled to recover its reasonable attorney’s fees, costs, and
expenses.
J. Severability.
If any term or condition of this Agreement is held to be invalid, void, or otherwise
unenforceable by any court of competent jurisdiction, that holding shall not affect the validity or
enforceability of any other term or condition of this Agreement, unless enforcing the balance of
this Agreement would deprive either party of a fundamental benefit of its bargain.
K. Disclaimer of Third Party Beneficiaries.
There are no persons or entities other than those who are signatory to this Agreement that are
intended to be benefited by the terms contained herein and except to the extent a person or
entity is entitled to indemnification pursuant to Section 3.D, all third party beneficiaries are
hereby disclaimed.
L. Survival.
Termination of this Agreement shall not relieve either Party of any obligation under this
Agreement which expressly or by implication survives termination of this Agreement, including
its obligations under the following section headings: Insurance Coverages, Indemnification,
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Limitation of Liability, Warranties, Records and Auditing, Confidentiality and Advertising,
Governing Law, Dispute Resolution/Attorney's Fees.
M. Entire Agreement.
This Agreement contains the final and complete agreement between the Parties for performance of
the Services specified herein and supersedes all prior and contemporaneous conduct, agreements,
statements, representations, negotiations, course of conduct, course of dealing, and communications
pertaining to those Services, whether written or oral.
N. Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of
Arizona and of the United States without giving effect to the doctrine of conflict of laws. This
Agreement shall be deemed made and entered into in Maricopa County, Arizona. Any suit to
enforce this Agreement shall be instituted only in the Superior Court of Maricopa County, Arizona,
or the Federal District Court for the District of Arizona, and such Courts shall have the exclusive
jurisdiction.
O. Preservation of Rights.
The Parties further agree that this Agreement shall not in any way be deemed a waiver, abrogation,
impairment or amendment of any other agreement between the Contractor and ACAA, including
but not limited to (i) lease(s) entered into by ACAA, either alone or as a co-tenant with others, and
the Contractor, and (ii) federal grant(s) of rights-of-way issued to ACAA, either alone or as a co-
tenant with others, by the United States. Except as expressly provided in this Agreement, this
Agreement and the actions of the Parties contemplated under such Agreement are not intended, nor
shall they be deemed, to constitute any waiver, consent or admission with respect to the existence or
lack of regulatory, taxing, or adjudicatory authority or jurisdiction of the Contractor over ACAA.
P. Notices and Designated Representatives.
All notices required to be given by this Agreement will be given in person, by certified United
States Mail, postage prepaid, return receipt requested, electronic mail (confirmed by return receipt)
or by telecopier (confirmed by the mailing of the original in the manner as above mentioned). All
notices shall be deemed given when received. Notices shall be directed to the Parties as follows:
If to ACAA: If to Contractor:
Arizona Community Action Agency Maricopa County Human Services Dept.
2700 N. Third Street, #3040 Community Development Division
Phoenix, AZ 85004 234 N. Central Avenue, Suite 3000
Designated Representative: Phoenix, Arizona 85004
Ms. Cynthia Zwick Designated Representative
Executive Director Ms. Yvonne Seel
Phone: (602) 604-0640 Phone: (602) 372-1526
Fax: (602) 604-0644 Fax: (602) 506-2613
E-mail: czwick@azcaa.org Email: russeyy@mail.maricopa.gov
Notices shall be effective: (a) on the date delivered by personal delivery, facsimile, or electronic
mail; (b) three (3) business days following the date deposited in the United States mail; or (c) the
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next business day following delivery to a reputable overnight delivery service. Notices and
communications shall be delivered or mailed to the Parties’ designated representatives named
above. Designated representatives of either Party may be changed at any time upon providing the
other Party prior written notice of such change.
Q. Assignment.
Neither Party will assign, transfer or otherwise dispose of its rights or obligations under this
Agreement or any interest therein, without the other Party's prior written consent, which will not be
unreasonably withheld or delayed.
R. Amendments and Modifications.
This Agreement can be modified or rescinded only by a writing signed by the Parties’ duly
authorized agents. No course of dealing or oral changes between the parties will be effective or
legally binding as an amendment to this Agreement.
S. Records and Auditing.
Contractor shall maintain accurate and complete records relating to its performance of this
Agreement, including accounting records in support of all billings to ACAA. These records shall be
retained by Contractor and be reasonably available for ACAA’s inspection and audit for 4 years
after completion or termination of this Agreement.
T. Waiver.
A Party’s failure or delay in enforcing the terms and conditions of this Agreement or in insisting
upon strict performance of any of the other Party’s obligations shall not be interpreted as a waiver
thereof. Waiver of any provision of this Agreement by either Party shall only be effective if in
writing and shall not be interpreted as a waiver of any subsequent breach or failure under the same
or any other provision of this Agreement. No conduct, statement, course of conduct course of
dealing, oral expression, or other action shall be construed as a waiver.
U. Waiver of Jury Trial.
THE PARTIES WAIVE TRIAL BY JURY AND AGREE THAT ANY ACTION TO ENFORCE
THIS AGREEMENT SHALL BE TO THE JUDGE WITHOUT A JURY.
[Signature Page to Follow]
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All documents referred to in this Agreement are made a part hereof as though fully set forth herein.
EXECUTED as of the latest date below ("Effective Date").
For Maricopa County, administered by Arizona Community Action Association,
its Human Services Department/Community an Arizona nonprofit corporation
Development Division (Contractor)
__________________________________ ___________________________________
Chairman, Board of Supervisors Executive Director
__________________________________ ___________________________________
Date Date
Attested to:
Address:
__________________________________ 2700 N. 3rd Street, Suite 3040
Clerk, Board of Supervisors Phoenix, Arizona 85004
Phone No. (602) 604-0644
__________________________________ Fax No. (602) 604-0640
Date Email: czwick@azcaa.org
Approved as to Form:
__________________________________
Deputy County Attorney
__________________________________
Date
Address:
234 N. Central Avenue, Suite 3000
Phoenix, Arizona 85004
Phone: (602) 372-1526
Fax: (602) 506-2613
Email: russeyy@mail.maricopa.gov
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