CONTRACT FY 2014 LETTER OF AGREEMENT WICKENBURG CHAMBER OF COMMERCE.PDF

Letter of Agreement
Between Maricopa County and Wickenburg Chamber of Commerce
RECITALS:
The Maricopa County Board of Supervisors (“COUNTY”) seeks to support and foster economic
development throughout Maricopa County. The Board recognizes that the Wickenburg
Chamber of Commerce (“CONTRACTOR”) is equipped to offer targeted economic development
services for northwestern Maricopa County. The Board recognizes that this expenditure will
assist in the creation or retention of jobs or will otherwise Improve or enhance the economic
welfare of the inhabitants of the County.
Therefore, the parties agree that:
1. Maricopa County will provide Wickenburg Chamber of Commerce with a single payment
of $2,669.00 to be used for economic development in accordance with A.R.S. § 11-254
et. seq. Payment will be made within thirty (30) days of the fully-executed contract and
submission of an invoice to the Maricopa County Office of Management and Budget
2. Wickenburg Chamber of Commerce will conduct the following economic development
activities in accordance with A.R.S. § 11-254.04(C): Continuation of the “Tools for
Business Success,” a program the Chamber provides for both members and non-
members. This program uses a website designed to assist small business with
beneficial information. This benefit-rich program allows the Chamber to access monthly
statistics on use of the website, and users the ability to access updated information
regarding business topics, library reference materials, and web-based training or
programs.
3. Wickenburg Chamber of Commerce will submit a report to the Contract Administrator, as
identified below, no later than April 15, 2014 indicating how the funds were used and the
return on investment by the organization.
4. Funds not expended and funds not properly expended according to this Contract shall
be returned to the Maricopa County by June 15, 2014.
By entering into this Agreement, Wickenburg Chamber of Commerce represents and warrants
that it meets the conditions above, and will either conduct economic development activities in
accordance with A.R.S. S 11-254.04(C) or return the funds not so expended to the County.
GENERAL REQUIREMENTS
The terms of this Contract shall be construed in accordance with Arizona law; any action
thereon shall be brought in the appropriate court in the State of Arizona.
The CONTRACTOR shall, without limitation, obtain and maintain all licenses, permits and
authority necessary to do business, render services and perform work under this Contract, and
shall comply with all laws regarding unemployment insurance, disability insurance and worker's
compensation.
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Letter of Agreement
Between Maricopa County and Wickenburg Chamber of Commerce
The CONTRACTOR is an independent contractor in the performance of work and the provision
of services under this Contract and is not to be considered an officer, employee, or agent of the
COUNTY.
The CONTRACTOR understands and acknowledges that as a condition precedent to receiving
these funds, the CONTRACTOR must possess tax exempt status from the Internal Revenue
Service and must be registered and in good standing with the Arizona Corporation Commission.
CONTRACTOR shall not make any payments, either directly or indirectly, to any person,
partnership, corporation, trust or other organization which has a substantial interest in
CONTRACTOR'S organization or with which CONTRACTOR (or one of its Directors, officers,
owners, trust certificate holders or a relative thereof) has a substantial interest, unless
CONTRACTOR has made full written disclosure of the proposed payments to the COUNTY
Board of Supervisors and has received written approval therefore. For purposes of this
provision, the term’s "substantial interest" and "relative" shall have the same meanings as in
A.R.S. 38-502.
No member of Maricopa County, the Arizona State Legislature, or member of, or delegate to
Congress, or a resident Commissioner will be admitted to any share or part of this Contract, or
to any benefit that may arise there from; but this provision shall not be construed to extend to
this Contract if made with a corporation for its general benefit.
None of the funds, materials, property or services contributed by COUNTY or the
CONTRACTOR under this Contract shall be used in the performance of this Contract for any
partisan political activity, or to further the election or defeat of any candidate for public office.
Default
The Contract Administrator may recommend to the Board of Supervisors to suspend, terminate
or modify this Contract immediately upon written notice to the CONTRACTOR in the event of
non-performance of stated objectives or other material breach of contractual obligations; or
upon the occurrence of any event which would jeopardize the ability of the CONTRACTOR to
perform any of its contractual obligations. Upon termination as set forth below, the COUNTY
reserves the right to have service provided by other than the CONTRACTOR if the
CONTRACTOR is unable or fails to provide required service with the specified time frame.
Availability of Funds
In any action is taken by any state agency, federal department or any other agency or entity to
suspend, decrease or terminate its fiscal obligations under, or in connection with this Contract,
the Board of Supervisors may amend, suspend, decrease or terminate its obligations under or in
connection with this Contract. In the event of termination, Maricopa County shall be liable to
pay for those services rendered before the effective date of the termination, provided that such
services performed are in accordance with the provisions of this Contract. The Department
shall give written notice of the effective date of any suspension, amendment, or termination
under this section, at least ten (10) calendar days in advance.
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Letter of Agreement
Between Maricopa County and Wickenburg Chamber of Commerce
Termination
This Contract is subject to cancellation in accordance with the provisions of A.R.S. §38-511.
Either Party may terminate this Contract at any time, with sixty (60) days notice in writing to the
other Party (unless terminated by the Board of Supervisors under Availability of Funds
provision). Such notice shall be given by personal delivery or by Registered or Certified mail.
This Contract may be terminated by mutual written agreement of the Parties specifying the
termination date therein.
Severability
Any provision of this Contract which is determined to be invalid, void or illegal shall in no way
affect, impair or invalidate any other provision hereof, and remaining provisions shall remain in
full force and effect.
Strict Compliance
Acceptance by the Contract Administrator on behalf of the COUNTY of performance not in strict
compliance with the terms hereof shall not be deemed to waive the requirement of strict
compliance for all future performance obligations. No right, liability, obligation or duty under this
Contract will be assigned, or delegated in whole or in part, without the prior written approval of
the Contract Administrator. CONTRACTOR shall bear all liability under this Contract, even if it
is assigned, or delegated, in whole or in part, unless the COUNTY agrees otherwise. All
Amendments to this Contract, other than those specified below, shall be in writing and signed by
both Parties.
The COUNTY may, at any time, by written order, and sixty (60) days prior written notice to
CONTRACTOR, solely make changes within the general scope of this Contract in any one or
more of the following areas:
● Work Statement activities reflecting changes in COUNTY or Contract Administrator
policies or requirements.
● Administrative requirements such as changes in reporting periods or formats. Such
order will not serve to increase or decrease the total compensation to be paid to the
CONTRACTOR.
With exception of changes within the general scope discussed above, any other amendments to
this Contract must also be by a written instrument and executed by Contractor and County
expressly stating the intention to jointly amend this Contract.
Indemnity
The CONTRACTOR agrees to indemnify, hold harmless and defend the COUNTY, its officers
and employees from and against any and all claims, damages, suits and proceedings,
regardless of the merits, from liability, punitive damages, costs or expense of every type,
including reasonable attorney's fees, all or any part thereof arising out of or in connection with or
by reason of, any act or omission of the CONTRACTOR or any Subcontractor or anyone directly
or indirectly employed by either the CONTRACTOR or the Subcontractor or their agents.
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Letter of Agreement
Between Maricopa County and Wickenburg Chamber of Commerce
CONTRACTOR shall reimburse the COUNTY for its costs and for time spent by its attorneys
based upon actual reasonable attorney's fees prevailing in the community, for defense of any
litigation. CONTRACTOR shall include a clause to this effect in all subcontracts inuring to the
benefit of the above named entities.
Contractor Liability
The CONTRACTOR acknowledges and agrees that it is liable and responsible for any act or
omission by the CONTRACTOR, its employees, agents, officers, representatives, and
subcontractors occurring in the course of CONTRACTOR'S performance of this Contract,
whether such act or omission occurs on COUNTY property or elsewhere. CONTRACTOR shall
be liable for any loss or damage arising out of or related to CONTRACTOR'S performance of
this Contract, CONTRACTOR shall bear the above stated liability, even in absence of its own
negligence, unless COUNTY actions or omissions caused the loss or damage. CONTRACTOR
shall bear the above stated liability, consequential, incidental, direct, and indirect damages, and
shall be liable for all costs, including attorney's fees, incurred by the COUNTY to enforce this
provision.
The CONTRACTOR shall, upon written notice thereof, reimburse COUNTY for any payments
made under this Contract, which are disallowed, by a Federal, State or Maricopa County audit in
the amount of the disallowance, as well as court costs and attorney fees which COUNTY
spends to pursue legal action relating to such disallowance. Court costs and attorney fees
incurred will be specifically identified as applicable to the recovery of the disallowed costs in
question.
If at any time it is determined by COUNTY that a cost for which payment has been made is a
disallowed cost, the Contract Administrator will notify the CONTRACTOR in writing of the
disallowance and the required course of action, which shall be at the option of the Contract
Administrator, either to adjust any future claim submitted by the CONTRACTOR by the amount
of the disallowance or to require repayment of the disallowed amount by the CONTRACTOR
forthwith issuing a check payable to Maricopa County.
The CONTRACTOR warrants that no person or selling agency has been employed or retained
to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee. For breach or violation of this warranty COUNTY shall
have the right to annul this Contract without liability.
Ownership of Data
The Parties hereto shall have the use of data and reports resulting from this Contract without
cost or other restriction except as may be established by law or applicable regulation. Each
Party shall supply to the other party, upon request, any available information that is relevant to
this Contract and to the performance hereunder.
If the Contract results in a book or other written material, the author is free to copyright the work,
but COUNTY reserves a royalty-free, nonexclusive, perpetual and irrevocable license to
reproduce, publish, or otherwise use and to authorize others to use, all copyrighted material and
all material, which can be copyrighted resulting from the Contract.
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Letter of Agreement
Between Maricopa County and Wickenburg Chamber of Commerce
Contract Compliance Monitoring
COUNTY will monitor the CONTRACTOR'S compliance with, and performance under, the terms
and conditions of this Contract. On-site visits for Contract compliance monitoring may be made
by the Contract Administrator and/or appointed COUNTY employee at any time during the
CONTRACTOR'S normal business hours, announced or unannounced. The CONTRACTOR
shall make available for inspection and/or copying by the Contract Administrator, all records and
accounts relating to the work performed or the services provided under this Contract.
Non-Discrimination
The CONTRACTOR, in connection with any service or other activity under this Contract, shall
not in any way, discriminate against any person on the grounds of race, color, religion, sex,
national origin, age, disability, political affiliation or belief.
Equal Employment Opportunity
The CONTRACTOR shall not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex or national origin. The CONTRACTOR shall
take affirmative action to insure that applicants are employed and that employees are treated
during employment without regard to their race, age, disability, color, religion, sex or national
origin. Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay
or other forms of compensation, and selection for training, including apprenticeship. The
CONTRACTOR shall, to the extent such provisions apply, comply with Title VI and VII of the
Federal Civil Rights Act; the Federal Rehabilitation Act; the Age Discrimination in Employment
Act; American With Disabilities Act and; Arizona Executive Order 99-4 which mandates that all
persons shall have equal access to employment opportunities.
Retention of Records
This provision applies to all financial and programmatic records, supporting document, statistical
records and other records of the CONTRACTOR, which are reasonably considered as pertinent
to this Contract.
The CONTRACTOR agrees to retain all records 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 longer and the Contract Administrator, Federal and State auditors and any
other persons duly authorized by COUNTY shall have full access to, and the right to examine,
copy (at their own expense) and make use of any and all said materials during
CONTRACTOR’s normal business hours and upon reasonable prior notice.
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Letter of Agreement
Between Maricopa County and Wickenburg Chamber of Commerce
Report and correspondence should be sent to:
Office of Management and Budget
Attention: Jack Patton
301 West Jefferson
Phoenix, AZ 85003
(602) 506-2274
E-Verification of Employees
The CONTRACTOR warrants that it is in compliance with A.R.S. §41-4401 and further
acknowledges:
1. That the CONTRACTOR 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, subsection A;
2. That a breach of a warranty under subsection 1 above, shall be deemed a material
breach of the contract that is subject to penalties up to and including termination of the
contract;
3. That the COUNTY retains the legal right to inspect the papers of any contractor or
subcontractor employee who works on the Contract to ensure that the CONTRACTOR
or subcontractor is complying with the warranty provided under subsection 1 above and
that the CONTRACTOR agrees to make all papers and employment records of said
employee(s) available during normal working hours in order to facilitate such an
inspection; and
4. That nothing herein shall make any contractor or subcontractor an agent or employee of
the COUNTY.
Contractor’s Compliance with A.R.S. §35-391.06 AND 35-393-.06 (Business Relations with
Sudan and Iran):
1. By entering into the Contract, the CONTRACTOR certifies it does not have scrutinized
business operations in Sudan or Iran. The CONTRACTOR shall obtain statements from
its subcontractors certifying compliance and shall furnish the statements to the COUNTY
Procurement Officer upon request. These warranties shall remain in effect throughout
the term of the Contract.
2. The COUNTY may request verification of compliance for any contractor or subcontractor
performing work under the Contract. Should the County suspect or find that the
CONTRACTOR or any of its subcontractors are not in compliance, the COUNTY 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.
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Letter of Agreement
Between Maricopa County and Wickenburg Chamber of Commerce
IN WITNESS WHEREOF the parties enter into this Letter of Agreement:
Wicken Maricooa County:
By:
Andy Kunasek, Chairman
Maricopa County Board of Supervisors
Clerk of the Board of Supervisors
Date
This Letter of Agreement has been reviewed pursuant to ARS 11-201 and 11-254 by the
undersigned Deputy County Attorney who has determined that it is proper in form arid is within the
power and authority granted under the laws of the State of Arizona.
Deputy County Attorney
Date
END OF LETTER OF AGREEMENT
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