SUBRECIPIENT AGREEMENT BETWEEN MARICOPA COUNTY AND SYSCO.PDF

Maricopa County — Formal (2026-03-25)

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SUBRECIPIENT AGREEMENT
MARICOPA COUNTY
&
SYSCO CORPORATION
Agreement Title: State Clean Diesel Grant
Program Sub Award
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CFDA: 66.040 State Clean Diesel Grant Program (B)
Federal Award ID (FAIN): 98T86201-1
EPA Award Date: August 1, 2025
Effective Date: Upon Final Signature
Termination Date: September 30, 2027

COUNTY

SUBRECIPIENT
Maricopa County
Sysco Corporation (Sysco Foodservices of Arizona)
301 W. Jefferson St. Suite 410
1390 Enclave Parkway
Phoenix, AZ 85012
Houston, Texas 77077
Name: Philip A. McNeely
Name: Yusra Farooqi
Title: Air Quality Department Director
Title: Senior Manager, Property Tax & Business Incentives
Phone: 602.506.6701
Phone (281) 584-7003

Unique Entity Identifier (UEI) Name: Sysco Corp.

Unique Entity Identifier (UEI) No.: HTHZV61C5DV8

AZ Congressional District: 7
THIS AGREEMENT is between MARICOPA COUNTY [hereinafter referred to as “Maricopa County” or ‘the County”]
and Sysco Corporation (Sysco).
The purpose of this Agreement is to administer the funding provided by the U.S. Environmental Protection Agency
(EPA) through Maricopa County to the subrecipient Sysco for the State Clean Diesel Grant Program Funding
provided through the Diesel Emissions Reduction Act (DERA). The Board of Supervisors is acting under the authority
of A.R.S. §§ 11-201 AND 49-401 to enter into this agreement.
PROGRAM REQUIREMENTS
Sysco Will Assume the Following Responsibilities:
•
Follow all program requirements as detailed in the FY2023-2024 DERA State Grants Program Guide as
published by the EPA - Office of Transportation and Air Quality, August 2024.
•
Determine and verify eligibility of retrofit components and/or vehicles for DERA.
•
Adhere to the project work plan noted in Attachment 1 below, as approved by the EPA and the
MCAQD.
•
Per its written procurement policy, obtain and review bids to purchase DERA-eligible qualified
replacement vehicles while adhering to Federal program requirements.
•
Follow all Federal grant requirements including 2 CFR §200.318 General Procurement Standards
through §200.333.
•
Establish and follow written policies required by the 2 CFR §200, including, but not limited to:
•
Suspension and Debarment (per 2 CFR §200.214)
•
Financial Management (per 2 CFR §200.302)
•
Allowability of Costs (per 2 CFR §§200.302(b)(7) and Subpart E-Cost Principles)
•
Internal Controls (per 2 CFR §200.303)
•
Conflict of Interest (per 2 CFR §§200.318(c) (1-2)
•
General Procurement Standards (per 2 CFR §§200.318 through 200.326)
•
Upon agreement effective date, order, receive and document replacement vehicles.
•
Submit quarterly reports and vehicle data as requested by the County.
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•
Invoice Maricopa County for program costs associated with implementing the DERA per program
reimbursement and support documentation requirements.
•
Submit evidence of appropriate disposal (digital photos including the engine tag showing the serial
number, engine family number, and engine model year and of the destroyed engine block and cut frame
rails or other structural components) as required by program guidelines. Submit photos of newly
purchased replacement vehicles.
•
Provide monthly reports to Maricopa County on the purchasing of the new vehicles and any issues that
arise.
•
Register as an entity on Sam.gov in order to receive federal grant funds.
•
Register as a vendor to Maricopa County in order to be reimbursed for purchases.
•
Complete all work defined in the project work plan by September 30, 2027.
•
Affix a County-provided DERA program sticker to all new program vehicles once received. The sticker
must remain on the vehicle at all times.
•
Submit all final project data required to close out the grant including programmatic, financial, and
environmental results including a final updated technical data worksheet.
•
The vehicle/equipment being replaced will be scrapped or rendered permanently disabled within 90 days
of the replacement, or remanufactured to a certified cleaner current emission standard. Permanently
disabling the chassis and disabling or remanufacturing the engine while retaining possession of the
vehicle/equipment is an acceptable scrapping method. Disabling the chassis may be completed by
cutting through the frame/frame rails on each side at a point located between the front and rear axles.
Other acceptable scrappage methods may be considered and will require written approval from the
Maricopa County Air Quality Department (MCAQD) DERA Grant Program Administrator.
Vehicle/Equipment components that are not part of the engine or chassis may be salvaged from the unit
being replaced. If scrapped or remanufactured vehicles/equipment or salvaged vehicle/equipment
chassis or components are to be sold, this program income will need to be addressed in the submitted
budget.
County Responsibilities:
•
MCAQD will administer the DERA State Clean Diesel Grant Program under authorization from the State of
Arizona and the EPA. Sysco will limit administrative costs to the program by using existent funds and
staff. Costs to the DERA fund will be limited to Sysco administrative costs if approved in the application,
and equipment reimbursable costs.
•
DERA will pay the current percentages for the specified technology written in the approved work plan, and
Sysco will be responsible for the cost share amount.
DERA Eligible Activities
DERA Funding Limits
(DERA Funds
+ Voluntary Match)
Minimum Mandatory Cost-Share
(Fleet Owner Contribution)
Exhaust Control Retrofit
100%
0%
Engine Upgrade / Remanufacture
40%
60%
Highway Idle Reduction
25%
75%
Locomotive Idle Reduction
40%
60%
Marine Shore Power
25%
75%
Electrified Parking Space
30%
70%
Engine Replacement– Diesel or
Alternative Fuel
40%
60%
Engine Replacement– Low NOx
50%
50%
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DERA Eligible Activities
DERA Funding Limits
(DERA Funds
+ Voluntary Match)
Minimum Mandatory Cost-Share
(Fleet Owner Contribution)
Engine Replacement– All-Electric
60%
40%
Vehicle/Equipment Replacement– Diesel
or Alternative Fuel
25%
75%
Vehicle/Equipment Replacement
– Low NOx

35%
65%
Vehicle/Equipment Replacement
– All-Electric
45%
55%
Budget and Period of Performance
Written approval by MCAQD is required prior to any changes to the sub award budget. Failure to obtain prior
written authorization may result in suspension of the sub award or unallowable costs.
Sub award monies are to be used only during the period of the agreement effective date through September
30, 2027. Any deviation from this schedule must have prior approval from MCAQD. A request for extension
may be considered but will require prior approval by MCAQD and the EPA a minimum of sixty days before the
scheduled end date of the award.
Disbursements
Payment of sub award monies is to be made once evidence of retrofit completion or new vehicle invoice and
documentation of proper destruction of replaced vehicle is submitted to MCAQD. Use of subaward monies is
subject to compliance with these conditions of the sub award and satisfactory project performance. MCAQD
reserves the right to terminate any project that, in MCAQD’s sole discretion, is not satisfactorily pursuing and
fulfilling stated project goals and objectives. MCAQD shall reimburse Sysco for non-cancellable obligations
properly incurred prior to termination notice.
Maricopa County will review and pay program invoices submitted by Sysco.
Maricopa County will verify emissions reductions from the vehicles retrofitted or replaced. Maricopa County
will collect data from Sysco and submit quarterly reports as required by the EPA. On January 28, 2028, the
County shall prepare and submit a final report to the EPA that contains at least the following information:
a. The number of vehicles retrofitted or replaced by model year.
b. The quantity and nature of vehicle emissions reduced.
c. The cost-effectiveness of the DERA in terms of dollars spent per ton of vehicle emission reductions.
d. Any recommendations for improving the effectiveness of DERA.
e. The administrative costs of the DERA.
GENERAL TERMS
1.
Recitals: The purpose of this Agreement is to administer the DERA sub award, as explained under 42 U.S.C.
16133.
2.
Definitions: The Parties agree to expeditiously initiate and complete the scope of work under this
Agreement. The Parties warrant, represent and agree that they, their employees and representatives will
comply with all applicable provisions provided herein. The following definitions shall apply to the terms
used in this Agreement, except where the context necessarily requires otherwise.
2.1
“U.S.C.” means United States Code.
2.2
“Agreement” means this written document between Sysco and the County.
2.3
“County” means MARICOPA COUNTY, which is acting on behalf of the State of Arizona.
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2.4
"Parties" means Sysco Corporation (Sysco) and MARICOPA COUNTY.
3.
Access to Information: Subject to statutory confidentiality requirements of the County and Sysco, both
parties to this Agreement shall have full, complete and equal access to data and information prepared
under this Agreement on a no-charge basis.
4.
Amendment: This Agreement may be modified only by written Amendment signed by the Director or
designee, of Sysco and the person duly authorized to act on behalf of the County. Amendments shall be
executed with the same formalities as this Agreement. Executed copies of any Amendment shall be
provided to both parties.
5.
Amount of Agreement: A maximum amount of $390,403.20 will be funded under this Agreement and
includes up to ten percent additional funds if approved by the County during the project to offset vehicle
replacement cost increases. The indirect cost rate for this Agreement is $0.
6.
Governing Law:
6.1
This Agreement shall be governed by and construed in accordance with the laws of the State of
Arizona. Any disputes shall be filed in the state or federal court within Phoenix, Arizona.
6.2
Implied Consent Terms: Each provision of applicable law and any terms required by law to be in
this Agreement are a part of this agreement as if fully stated in it.
7.
Assignment: Neither Party may assign any rights hereunder without the express, written, prior consent of
the other Party.
8.
Audit of Records and Disallowances: Sysco shall retain all data, books and other records (“records”)
relating to this Agreement for a period of five years after completion of the Agreement, any litigation, claim,
negotiation, audit, cost recovery, or action involving the records has been completed. All records shall be
subject to inspection and audit by the State of Arizona, County, and EPA at reasonable times. If any amount
is determined to be disallowed by a federal, State, or County audit, the County shall notify Sysco in writing
of such disallowance, and the County shall either adjust any future payment by the amount of the
disallowance or require immediate repayment of the disallowed amount. Upon request, Sysco shall produce
the original of all records. Examples of such records include:
a. Subrecipient financial statements and reports
b. Programmatic reports including information on environmental results
c. Audit findings
9.
Agreement Term: The initial term of this Agreement shall be from the date the final signatory signs the
agreement and will be valid until September 30, 2027.
10.
Effective Date: This Agreement shall become effective upon execution of the agreement by all parties.
11.
Non-Availability of Funds: Every payment obligation of the County under this Agreement is conditioned
upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not
allocated and available for the continuance of this Agreement, this Agreement may be terminated by either
party at the end of the period for which funds are available. No liability shall accrue to either party in the
event this provision is exercised, and the parties shall not be obligated or liable for any future payments or
for any damages as a result of termination under this paragraph.
12.
Notices, Correspondence, Reports and Invoices:
12.1
All notices and correspondence from the County shall be sent to:
Sysco Corporation:
Yusra Farooqi
Senior Manager, Property Tax & Business Incentives
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
(281) 584-7003

Yusra.Farooqi@sysco.com
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12.2
All correspondence relating to the execution of the Agreement, clarification of this Agreement, and
Agreement Amendments shall be sent to:
Sysco Corporation:
Yusra Farooqi
Senior Manager
Property Tax & Business Incentives
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
(281) 584-7003

Yusra.Farooqi@sysco.com
For Maricopa County:
Will Adrian
Senior Planner
Planning and Analysis Division
Maricopa County Air Quality
301 W Jefferson St. Suite 410
Phoenix, AZ 85003
(602) 206-1941
William.Adrian@maricopa.gov
12.3.
Either party to this Agreement may designate a new contact by filing a notice with the other party
in accordance with these notice requirements.
13.
Ownership of Information: Title to all documents, reports and data prepared in the course of this
Agreement by Sysco shall rest with the County. The County shall have full and complete rights to reproduce,
duplicate, disclose, perform, and otherwise use all information prepared under this Agreement.
14.
Reporting: Reporting pursuant to 42 U.S.C. 16133 shall be in accordance with the Scope of Work at the
end of this Agreement. In addition, Sysco will provide quarterly status reports.
15.
Severability: The provisions of this Agreement are severable to the extent that any provision or application
determined to be invalid shall not affect any other provision or application of the Agreement, which shall
remain in effect without the invalid provision or application.
16.
Termination:
16.1
Sysco or the County may terminate this Agreement at any time, with or without cause, after giving
30 days written notice of termination to the other party, as appropriate. The notice shall specify
the effective date of termination.
16.2
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any 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.
16.3
In the event the Agreement is terminated, with or without cause, Sysco shall deliver all finished or
unfinished program documents, data, and reports prepared as a result of this Agreement to the
County.
17.
Indemnification:
17.1
Sysco (as “Indemnitor”) agrees to defend, indemnify, and hold harmless the County (as
"Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as "Claims") involving bodily injury
of any person (including death) or property damage, arising out of or related to this Agreement,
caused, in whole or in part, by the act, omission, negligence, misconduct, or other fault of the
Indemnitor, its officers, officials, agents, employees, or volunteers.

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ATTACHMENT 1:
APPROVED WORK PLAN
FY24
Subaward #1
Vehicles
Cost Per
Vehicle
EPA
Allocation
State Match
Mandatory
Cost Share
Voluntary
Cost Share
Sysco
New Diesel
2008 Class 8
short combo
$125,500
$29,576

$94,125
$1,799

2005 Class 8
short combo
$125,500
$29,576

$94,125
$1,799

2005 Class 8
short combo
$125,500
$29,576

$94,125
$1,799