13017-CONTRACT SIRE - EAGLE PARK.PDF

CONTRACT PURSUANT TO ITN
SERIAL 13017-ITN
This Contract is entered into this 25th Day of June, 2014 by and between Maricopa County ("County"), a political
subdivision of the State of Arizona, and Eagle Park LLC. an Arizona corporation ("Contractor") for the
development of a park on the Queen Creek Landfill.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of one (1) years, beginning on the 1 81 day of July 2014 and ending the
30th day of June, 2015.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of TWO (2) years, (or at the County's sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least thirty (30) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
2.0 PAYMENTS:
2.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit "A.".
2.2 Payment shall be made upon the County's receipt of a properly completed invoice based on the
milestones and deliverables established in Exhibit B.
2.3 INVOICES:
2.3.1 The Contractor shall submit one (1) legible copies of their detailed invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
• Company name, address and contact
• County bill-to name and contact information
• Contract serial number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of services
• Quantity
• Contract Item number(s)
• Description of service provided
• Pricing per unit of service
• Extended price

• Total Amount Due
2.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.
2.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (E7FT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(www.maricopa.gov/finance/vendors).
2.3.4 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
3.0 AVAILABILITY OF FUNDS:
3.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
3.2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
4.0 DUTIES:
4.1 The Contractor shall perform all duties stated in Exhibit "A", or as otherwise directed in writing
by the County.
5.0 TERMS and CONDITIONS:
5.1 INDEMNIFICATION:
5.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, mistakes or malfeasance relating to the performance of this Contract.
Contractor's duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with
any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions
or mistakes in the performance of this Contract by the Contractor, as well as any person
or entity for whose acts, errors, omissions, mistakes or malfeasance Contractor may be
legally liable.

5.1.2 The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
5.1.3 The scope of this indemnification does not extend to the sole negligence of County.
5.2 INSURANCE:
5.2.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of A+. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
5.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
5.2.3 Contractor's insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
5.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County's right to coverage
afforded under the insurance policies.
5.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
5.2.6 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County's right to insist on strict fulfillment of
Contractor's obligations under this Contract.
5.2.7 The insurance policies required by this Contract, except Workers' Compensation, and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insured's.
5.2.8 The policies required hereunder, except Workers' Compensation, and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor's work or service.
5.2.9 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,

personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
Contractors that are contracted for the purpose of training: insurance with a limit of not
less than $1,000,000 for each occurrence, $2,000,000 Products/Completed Operations
Aggregate, and $2,000,000 General Aggregate Limit,
5.2.10 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor's
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor's work or services under this Contract.
Contractors that are contracted for the purpose of training: Commercial/Business
Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a
combined single limit for bodily injury and property damage of not less than $1,000,000
each occurrence with respect to any of the Contractor's owned, hired, and non-owned
vehicles assigned to or used in performance of the Contractor's work or services under
this Contract.
5.2.11 Workers' Compensation:
5.2.11.1 Workers' Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction of Contractor's employees engaged in the
performance of the work or services under this Contract; and Employer's
Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit.
5.2.11.2 Contractor waives all rights against County and its agents, officers, directors
and employees for recovery of damages to the extent these damages are
covered by the Workers' Compensation and Employer's Liability or
commercial umbrella liability insurance obtained by Contractor pursuant to
this Contract.
5.2.12 Errors and Omissions Insurance/Professional Liability:
Errors and Omissions/Professional Liability insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions of
the Contractor, with limits of no less than $1,000,000 for each claim.
5.2.13 Certificates of Insurance.
5.2.13.1 Prior to commencing work or services under this Contract, Contractor shall
furnish the County with valid and complete certificates of insurance, or formal
endorsements as required by the Contract in the form provided by the County,
issued by Contractor's insurer(s), as evidence that policies providing the
required coverage, conditions and limits required by this Contract are in full
force and effect. Such certificates shall identify this contract number and title.
5.2.13.2 In the event any insurance policy (ies) required by this contract is (are) written
on a "claims made" basis, coverage shall extend for two years past completion

and acceptance of Contractor's work or services and as evidenced by annual
Certificates of Insurance.
5.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County fifteen (15) days prior to the expiration date.
5.2.14 Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
5.3 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
Attn: Chief Procurement Officer
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
Lonnie McCleve, Managing Partner
EAGLE PARK LLC.
20525 East Chandler Heights
Queen Creek, AZ. 85142
5.4 TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract in whole or in part at any time, when in
the best interests of the County without penalty or recourse. Upon receipt of the written notice,
the Contractor shall immediately stop all work, as directed in the notice, notify all subcontractors
of the effective date of the termination and minimize all further costs to the County. In the event
of termination under this paragraph, all documents, data and reports prepared by the Contractor
under the Contract shall become the property of and be delivered to the County upon demand.
The Contractor shall be entitled to receive just and equitable compensation for work in progress,
work completed and materials accepted before the effective date of the termination.
5.5 TERMINATION FOR DEFAULT:
5.5.1 In addition to the rights reserved in the Contract, the County may terminate the Contract
in whole or in part due to the failure of the Contractor to comply with any term or
condition of the Contract, to acquire and maintain all required insurance policies, bonds,
licenses and permits, or to make satisfactory progress in performing the Contract. The
Procurement Officer shall provide written notice of the termination and the reasons for it
to the Contractor.
5.5.2 Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be
delivered to the County on demand.
5.5.3 The County may, upon termination of this Contract, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this Contract. The

Contractor shall be liable to the County for any excess costs incurred by the County in
procuring materials or services in substitution for those due from the Contractor.
6.2.1 The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
5.6 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this Contract 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 Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. 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 Contract.
5.7 OFFSET FOR DAMAGES;
In addition to all other remedies at law or equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance under this contract.
5.8 ADDITIONS/DELETIONS OF SERVICE:
5.8.1 The County reserves the right to add and/or delete materials to a Contract. If a service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the
amount of service reduced in accordance with the bid price. If additional materials are
required from a Contract, prices for such additions will be negotiated between the
Contractor and the County.
5.9 RELATIONSHIPS:
hi the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, partnership, principal and agent, or joint venture
between the County and the Contractor.
5.10 SUBCONTRACTING:
The Contractor may not assign this Contract or subcontract to another party for performance of the
terms and conditions hereof without the written consent of the County, which shall not be
unreasonably withheld. All correspondence authorizing subcontracting must reference the
Proposal Serial Number and identify the job project.
5.11 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
5.12 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:

5.12.1 In accordance with section MCI 367 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have full access to, and the right to
examine, copy and make use of, any and all said materials.
5.12.2 If the Contractor's books, records , accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
5.13 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
5.14 SEVERABILITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
5.15 RIGHTS IN DATA:
The County shall own have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon request, any available information that is relevant to this Contract and to the
performance hereunder.
5.16 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
5.17 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
5.17.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (I-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record of the verification for the duration of the
employee's employment or at least three years, whichever is longer. 1-9 forms are available
for download at USCIS.GOV .

5.17.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.19.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the
County's intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
5.18 CONTRACTOR LICENSE REQUIREMENT:
5.18.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
5.19 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
5.19.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor, defined as the primary participant in
accordance with 45 CFR Part 76, and its principals:
5.19.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
5.19.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
5.19.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
5.19.1.4 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
5.19.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
5.19.3 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.

5.20 PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those
paid by any other customer for these or similar services.
5.21 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or b the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
5.22 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor's license agreement, if
applicable, the terms of this Contract shall prevail.
5.23 INFLUENCE
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
5.23.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
5.23.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
5.24 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
5.24.1 Exhibit A, Pricing and Scope of Work;

OF, this Contract is executed on the date set forth above.
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DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
LEGAL COUNSEL DATE