MCHSD ACAA SRP 2014 AGREEMENT.PDF

CONTRACT NO. SRPWX05012014
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 $264,220 (“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
A. This Agreement is effective on May 1, 2014 and terminates on March 30, 2015. Notwithstanding
the foregoing, either Party may terminate this Agreement upon thirty (30) days prior written notice
to the other Party.
B. 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.
C. 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.
D. This Agreement may be terminated by mutual written agreement of the Parties specifying the
termination date therein.
E. If not terminated by one of the above methods, this Agreement will terminate on March 30, 2015.
2. SCOPE OF SERVICES
Contractor, or its’ designee, will provide the following services (collectively, the “Services”):
A. 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,
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including the historic usage of energy by kilowatt hours or therms, to the
Contractor
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 (eg., 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
B. 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.
C. 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.
D. 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
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appliance would be inoperable or unsafe even with repairs, or when an appliance is of such a
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.
E. 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.
F. 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.
G. Non-leveraged Program: The Contractor may provide services to clients when leveraging options
are not available.
H. 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.
I. 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
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AGOEP database will be included in the monthly report to ACAA and will include the AGOEP
job number.
J. 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).
K. 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.
L. Compensation/Taxes
Based on availability of SRP funds, ACAA will reimburse Contractor for authorized expenditures in
an amount not to exceed $264,220.00 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 $13,211.00. All funds
must be expended by the end of the term of this agreement.
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.
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.
1. The “Authorized Expenditures” consist of the following:
a.) Weatherization Expenditures. Expenditures for the Contractor’s direct costs of providing
Weatherization Services, including:
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(i) Preparation and performance of the Assessment;
(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.
2. 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.
3. ACAA will review the Program expenditures, process the invoice and make payment to the
Contractor within 30 days of receipt of the invoice from the Contractor. 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.
4. 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
5. Each invoice shall include itemized expenditures by SRP Client account number broken into the
following categories: Weatherization Expenditures and Program Delivery costs.
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6. 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: (1) that ACAA is entitled to
indemnification from the Contractor as a result of a third party action as set forth in Section 3.D,
Indemnification, or (2) losses arise from a breach of Contractor’s obligations of confidentiality
under Section 3.H, Confidentiality and Section 3.I, Advertising.
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
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
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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”.
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
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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.
F. Contractor Compliance with A.R.S. §§ 35-391.06 and 35-393.06 (Scrutinized Business
Relations with Sudan and Iran):
By entering into this Agreement, each party certifies it does not have scrutinized business
operations in Sudan or Iran. Each party shall obtain statements from its Subcontractors
certifying compliance and shall furnish the statements to the other party upon request. These
warranties shall remain in effect through the term of this Agreement.
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Either party may request verification of compliance from the other party or any Subcontractor
performing work under this Agreement. Should either party suspect or find that the other party
or any of its Subcontractors are not in compliance, the party suspecting or finding non-
compliance may pursue any and all remedies allowed by law, including, but not limited to:
suspension of work, immediate termination of this Agreement for default, and suspension
and/or debarment of the other party. Each party shall bear its own costs necessary to verify
compliance with this provision.
G. 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.
H. 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 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
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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
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.
I. 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).
J. 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.
K. 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.
L. 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.
M. 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, Limitation of Liability, Warranties, Records and Auditing, Confidentiality and
Advertising, Governing Law, Dispute Resolution/Attorney's Fees.
N. 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
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conduct, course of dealing, and communications pertaining to those Services, whether written or
oral.
O. 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.
P. 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.
Q. 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 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.
R. 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.
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S. 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.
T. 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.
U. 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.
V. 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]
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
Date Fax No. (602) 604-0640
Email: czwick@azcaa.org
Approved as to Form:
__________________________________
Deputy County Attorney
__________________________________
Date
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