GPEC Contract Renewal

AGREEMENT BETWEEN
THE GREATER PHOENIX ECONOMIC COUNCIL

AND THE CITY OF EL MIRAGE
City Contract No.

The City Council of the CITY OF EL MIRAGE, a municipal corporation (the “City”), has
approved participation in and support of the regional economic development program of the GREATER
PHOENIX ECONOMIC COUNCIL (“GPEC”), an Arizona non-profit corporation. The purpose of this
agreement (“Agreement”) is to set forth the regional economic development program that GPEC agrees to
undertake, the support that the City agrees to provide, the respective roles of GPEC and the City and the
payments of the City to GPEC for the fiscal year July 1, 2019 - June 30, 2020 (“FY2020”).

NOW, THEREFORE, in consideration of the mutual promises contained herein, the CITY and
GPEC agree as follows:

IL. RESPONSIBILITIES OF GPEC

A MISSION: Attract and grow quality businesses and advocate for Greater Phoenix’s
competitiveness.

B. GOALS: GPEC is guided by and strategically focused on two specific long-range goals:
L. Marketing the region to generate qualified business/industry prospects in

targeted economic clusters.

2. Leveraging public and private allies and resources to locate qualified prospects,
improve overall competitiveness, and sustain organizational vitality.

Cc. RETENTION AND EXPANSION POLICY:

I. GPEC’s primary role is developing the Greater Phoenix region’s market
intelligence strategy for high wage, base industry clusters in coordination with
representatives of GPEC member communities.

2. Retention and expansion of existing businesses within GPEC member
communities is primarily a local issue.

3. GPEC will support its member communities’ efforts to retain and expand
existing businesses through coordinating regional support and providing
research on key retention and expansion projects.

4. GPEC will advise its member communities when an existing company contacts

GPEC regarding a retention or expansion issue, subject to any legal or
contractual non-disclosure obligations.

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D. ACTION PLAN AND BUDGET: In accordance with the Mission, Goals and Retention and
Expansion Policy set forth above and subject to the availability of adequate funding,
GPEC shall implement the Action Plan and Budget adopted by GPEC’s Board of
Directors, a copy of which has been delivered to the City, receipt of which is hereby
acknowledged. A summary of the Action Plan is attached hereto as Exhibit A (“GPEC
Action Plan”). The City shall be informed of any changes in the adopted GPEC Action
Plan which will materially affect or alter the priorities established therein. Such
notification will be in writing and will be made prior to implementation of such changes.
Notwithstanding the foregoing, the City acknowledges and agrees that GPEC may, in its
reasonable judgment in accordance with its own practices and procedures, substitute,
change, reschedule, cancel or defer certain events or activities described in the GPEC
Action Plan as required by a result of changing market conditions, funding availability,
unforeseen expenses or other circumstances beyond GPEC’s reasonable control. GPEC
shall solicit the input of the City on the formulation of future marketing strategies and
advertisements. The GPEC Action Plan will be revised to reflect any agreed upon
changes to the GPEC Action Plan.

E. PERFORMANCE TARGETS: Specific performance targets, established by GPEC’s
Executive Committee and Board of Directors, are attached hereto as Exhibit B (“GPEC
Performance Measures”) and shall be used to evaluate and report progress on GPEC’ s
implementation of the GPEC Action Plan. In the event of changing market conditions,
funding availability, unforeseen expenses or other circumstances beyond GPEC’s
reasonable control, these performance targets may be revised with the City’s prior
written approval, or with the prior written approval of a majority of the designated
members of GPEC’s Economic Development Directors Team (“EDDT”). GPEC will
provide monthly reports to the City discussing in detail its progress in implementing the
GPEC Action Plan as well as reporting the numerical results for each performance
measurement set forth in Exhibit B. GPEC shall provide a copy of its annual external
audit for the preceding fiscal year to the City no later than December 31, 2019.

In the case of any benchmark which is not met, GPEC will meet with the EDDT to
provide an explanation of the relevant factors and circumstances and discuss the
approach to be taken in order to achieve the target(s). Failure to meet a performance
target will not, by itself, constitute an event of default hereunder unless GPEC (i) fails to
inform the City of such event or (ii) fails to meet with EDDT to present a plan for
improving its performance during the balance of the term of the Agreement, which, if
GPEC fails to comply with either step, will constitute an event of default for which the
City may terminate this Agreement pursuant to paragraph IV.J. below.

Il. RESPONSIBILITIES OF THE CITY

A. STAFF SUPPORT OF GPEC EFrorTs: The City shall provide staff support to GPEC’s
economic development efforts as follows:

1. The City shall respond to leads or prospects referred by GPEC in a professional
manner within the time frame specified by the lead or prospect if the City
desires to compete and if the lead is appropriate for the City. When available,
the City agrees to provide its response in the format developed jointly by the
EDDT and GPEC;

2. The City shall provide appropriate local hospitality, tours and briefings for
prospects visiting sites in the City;

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3. The City shall provide an official economic development representative to
represent the City on the EDDT, which advises GPEC’s President and CEO;

4, The City shall cooperate in the implementation of GPEC/EDDT process
improvement recommendations including the use of common presentation
formats, exchange of information on prospects with GPEC’s staff, the use of
shared data systems, land and building data bases and private sector real estate
industry interfaces;

5. The City shall use its best efforts to respond to special requests by GPEC for
particularized information about the City within three business days after the
receipt of such request;

6. In order to enable GPEC to be more sensitive to the City’s requirements, the
City may, at its sole option, deliver to GPEC copies of any City approved
economic development strategies, work plan, programs and evaluation criteria.
GPEC shall not disclose the same to the other participants in GPEC or their
representatives,

7. The City shall utilize its best good faith efforts to cause an economic
development professional representing the City to attend all marketing events
and other functions to which the City has committed itself; and

8. The City agrees to work with GPEC to improve the City’s Competitiveness and
market readiness to support the growth and expansion of the targeted industries
as identified for the City in Exhibit C (“Targeted Industries”).

RECOGNITION OF GPEC: The City agrees to recognize GPEC as the City’s officially
designated regional economic development organization for marketing the Greater
Phoenix region.

IN. ADDITIONAL AGREEMENTS OF THE PARTIES:

A.

PARTICIPATION IN MARKETING EVENTS AND PROVISION OF TECHNICAL
ASSISTANCE: Representative(s) of the City shall be entitled to participate in GPEC’s
marketing events provided that such participation shall not be at GPEC’s expense.

When requested and appropriate, GPEC will use its best efforts to provide technical
assistance and support to City economic development staff for business location
prospects identified and qualified by the City and assist the City with presentations to the
prospect in the City or the prospect’s corporate location.

COMPENSATION:

1, The City agrees to pay a total of $16,793.00 for services to be provided by
GPEC pursuant to the Agreement during the fiscal year ending on June 30,
2020, as set forth in this Agreement. This amount is based on $.4897 per capita,
based upon the 2018 Office of Economic Opportunity population estimate,
which listed the City as having a population of 34,292. The payment by the
City may, upon the mutual and discretionary approval of the board of directors
of GPEC and the City Council, be increased or decreased from time to time
during the term of this Agreement in accordance with the increases or decreases
of general application in the per capita payments to GPEC by other
municipalities which support GPEC.

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Cc.

2. Funding of this Agreement shall be subject to the annual appropriations of funds
for this activity by the City Council pursuant to the required budget process of
the City;

3. Nothing shall preclude the City from contracting separately with GPEC for
services to be provided in addition to those to be provided in this Agreement,
upon terms and conditions to be negotiated by the City and GPEC; and

4. GPEC shall submit invoices for payment on an annual basis. The foregoing
notwithstanding, if GPEC has not provided the City with the audit required
pursuant to paragraph LE. above no later than December 31, 2019, no payments
shall be made until the City receives the audit report. Invoices and monthly
activity reports, substantially in the form of Exhibit D (“Reporting Mechanism
for Contract Fulfillment”) attached hereto, are to be submitted to the address
listed under paragraph IV.P.

COOPERATION:

1. The parties acknowledge that GPEC is a cooperative organization effort among
GPEC and its member communities. Accordingly, the City and GPEC covenant
and agree to work together in a productive and harmonious manner, to cooperate
in furthering GPEC’s goals for FY2020. The City and GPEC further covenant
and agree to comply with the Regional Cooperation Protocol, attached hereto as
Exhibit F, in all material respects.

2. The City agrees to work with GPEC, as necessary or appropriate, to revise the
performance measures, and/or benchmarks, and/or goals for the FY2021
contract.

3. The City agrees to work with GPEC during FY2020 to develop a revised public

sector funding plan, including a regional allocation formula for FY2021, if
determined to be necessary or appropriate.

IV. GENERAL PROVISIONS:

A.

COVENANT AGAINST CONTINGENT FEES: GPEC warrants that no person or selling
agent has been employed or retained to solicit or secure this contract upon an agreement
or understanding for a commission, percentage, brokerage, or contingent fee. Fora
breach or violation of this warranty, the City shall have the right to terminate this
Agreement without liability or, in its discretion, to deduct the commission, brokerage or
contingent fee from its payment to GPEC.

PAYMENT DEDUCTION OFFSET PROVISION: GPEC recognizes the provisions of the
City Code of the City of El Mirage which require and demand that no payment be made
to any contractor as long as there is any outstanding obligation due to the City, and
directs that any such obligation be offset against payment due to GPEC.

ASSIGNMENT PROHIBITED: No party to this agreement may assign any right or

obligation pursuant to this Agreement. Any attempted or purported assignment of any
right or obligation pursuant to this Agreement shall be void and no effect.

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INDEPENDENT CONTRACTOR; NO AGENCY: Nothing contained in this Agreement
creates any partnership, joint venture or agency relationship between the City and GPEC.
At all times during the term of this Agreement, GPEC shall be an independent contractor
and shall not be an employee of City. City shall have the right to control GPEC only
insofar as to the results of GPEC’s services rendered pursuant to this Agreement. GPEC
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. GPEC shall have no authority, express or implied, pursuant to
this Agreement to bind City to any obligation whatsoever.

INDEMNIFICATION AND HOLD HARMLESS: During the term of this Contract, and to the
fullest extent permitted by law, GPEC shall indemnify, defend, hold, protect and save
harmless the City and any and ali of its Council members, officers and employees from
and against any and all actions, suits, proceedings, claims and demands, loss, liens, costs,
expense and liability of any kind and nature whatsoever, for injury to or death of
persons, or damage to property, including property owned by City, brought, made, filed
against, imposed upon or sustained by the City, its officers, or employees in and arising
from or attributable to or caused directly or indirectly by the negligence, wrongful acts,
omissions or from operations conducted by GPEC, its directors, officers, agents or
employees acting on behalf of GPEC and with GPEC’s knowledge and consent.

Any party entitled to indemnity shall notify GPEC in writing of the existence of
any claim, demand or other matter to which GPEC’s indemnification obligations would
apply, and shall give to GPEC a reasonable opportunity to defend the same at its own
expense and with counsel reasonably satisfactory to the indemnified party.

Nothing in this Subsection E shall be deemed to provide indemnification to any
indemnified party with respect to any liabilities arising from the fraud, negligence,
omissions or willful misconduct of such indemnified party.

INSURANCE: GPEC shall procure and maintain for the duration of this Agreement, at
GPEC’s own cost and expense, insurance against claims for injuries to persons or
damages to property which may arise from or in connection with this Agreement by
GPEC, its agents, representatives, employees or contractors, in accordance with the
Insurance Requirements set forth in Exhibit E (“Insurance Requirements”), attached
hereto. The City acknowledges that it has received and reviewed evidence of GPEC’s
insurance coverage in effect as of the execution of this Agreement.

GRATUITIES: The City may, by written notice to GPEC, terminate the right of GPEC to
proceed under this Agreement upon one (1) calendar day notice, if it is found that
gratuities in the form of entertainment, gifts, or otherwise were offered or given by
GPEC, or any agent or representative of GPEC, to any officer or employee of the City
with a view toward securing a contract or securing favorable treatment with respect to
the awarding or amending, or the making of any determinations with respect to the
performance of such contract; provided that the existence of the facts upon which the
City makes such findings shall be an issue and may be reviewed in any competent court.
In the event of such termination, the City shall be entitled to pursue all legal and
equitable remedies against GPEC available to the City. Activities by an officer or
employee of the City while engaged in official business with GPEC, including travel
shall not be deemed a gratuity.

EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Agreement,
GPEC agrees as follows:

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GPEC will not discriminate against any employee or applicant for employment
because of race, color, religion, gender, sexual orientation, national origin, age
or disability. GPEC shall take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without regard to
their race, color, religion, gender, sexual orientation, national origin, age or
disability. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation,
and selection for training, including apprenticeship. GPEC agrees to post in
conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause.

GPEC will, in all solicitations or advertisements for employees place by or on
behalf of GPEC, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, gender, sexual orientation,
national origin, age or disability.

GPEC will cause the foregoing provisions to be inserted in all subcontracts for
any work covered by this Agreement, provided that the foregoing provisions
shall not apply to Agreements or subcontracts for standard commercial supplies
or new materials.

Upon request by the City, GPEC shall provide City with information and data
concerning action taken and results obtained in regard to GPEC’s Equal
Employment Opportunity efforts performed during the term of this Agreement.
Such reports shall be accomplished upon forms furnished by the City or in such
other format as the City shall prescribe.

COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAWS REQUIRED. GPEC
understands and acknowledges the applicability of the Immigration Reform and Control
Act of 1986, the Drug Free Workplace Act of 1989 and the Americans with Disabilities
Act, and agrees to comply therewith in performing under any resultant agreement and to
permit City inspection of its records to verify such compliance.

1.

GPEC warrants to the City that, to the extent applicable under A.R.S. §41-4401,
GPEC is in compliance with all Federal Immigration laws and regulations that
relate to its employees and with the E-Verify Program under A.R.S. §23-
214(A). GPEC acknowledges that a breach of this warranty by GPEC or any
subconsultants providing services under this Agreement is a material breach of
this Agreement subject to penalties up to and including termination of this
Agreement or any applicable subcontract. The City retains the legal right to
inspect the papers of any employee of GPEC or any subconsultant who works on
this Agreement to ensure compliance with this warranty.

The City may conduct random verification of the employment records of GPEC

and any of its subconsultants who work on this Agreement to ensure compliance
with this warranty.

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3. The City will not consider GPEC or any of its subconsultants who work on this

Agreement in material breach of the foregoing warranty if GPEC and such
subconsultants establish that they have complied with the employment
verification provisions prescribed by 8 USCA § 1324(a) and (b) of the Federal
Immigration and Nationality Act and the e-verify requirements prescribed by
Arizona Revised Statutes § 23-214(A).

4. Pursuant to A.R.S. § 35-393.01GPEC affirms that it is not currently engaged in,

and agrees for the duration of the contract to not engage in, a boycott of Israel.

5. The provisions of this Section ] must be included in any contract GPEC enters

into with any and all of its subconsultants who provide services under this
Agreement or any subcontract to provide services under this Agreement. As
used in this Section I "services" are defined as furnishing labor, time or effort in
the State of Arizona by a contractor or subcontractor. Services include
construction or maintenance of any structure, building or transportation facility
or improvement to real property.

TERMINATION. City shall have the right to terminate this Agreement if GPEC shall fail
to duly perform, observe or comply with any covenant, condition or agreement on its
part under this Agreement and such failure continues for a period of 30 days (or such
shorter period as may be expressly provided herein) after the date on which written
notice requiring the failure to be remedied shall have been given to GPEC by the City;
provided, however, that if such performance, observation or compliance requires work to
be done, action to be taken or conditions to be remedied which, by their nature, cannot
reasonably be accomplished within 30 days, no event of default shall be deemed to have
occurred or to exist if, and so long as, GPEC shall commence such action within that
period and diligently and continuously prosecute the same to completion within 90 days
or such longer period as the City may approve in writing. The foregoing
notwithstanding, in the event of circumstances which render GPEC incapable of
providing the services required to be performed hereunder, including, but not limited to,
insolvency or an award of monetary damages against GPEC in excess of its available
insurance coverage and assets, the City may immediately and without further notice
terminate this Agreement.

RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS. GPEC’s
performance hereunder shall be in material compliance with all applicable federal, state
and local health, environmental, and safety laws, regulations, standards, and ordinances
in effect during the performance of this Agreement.

INSTITUTION OF LEGAL ACTIONS. Any legal actions instituted pursuant to this
Agreement must be filed in the county of Maricopa, State of Arizona, or in the Federal
District Court in the District of Arizona. In any legal action, the prevailing party in such
action will be entitled to reimbursement by the other party for all costs and expenses of
such action, including reasonable attorneys’ fees as may be fixed by the Court.

APPLICABLE LAW. Any and all disputes arising under any Agreement to be awarded
hereunder or out of the proposals herein called for, which cannot be administratively
resolved, shall be tried according to the laws of the State of Arizona, and GPEC shall
agree that the venue for any such action shall be in the State of Arizona.

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CONTINUATION DURING DISPUTES. GPEC agrees that, notwithstanding the existence
of any dispute between the parties, each party shall continue to perform the obligations
required of it during the continuation of any such dispute, unless enjoined or prohibited
by an Arizona court of competent jurisdiction.

CITY REVIEW OF GPEC RECORDS. GPEC must keep all Agreement records separate
and make them available for audit by City personnel upon request.

NOTICES. Any notice, consent or other communication required or permitted under this
Agreement shall be in writing and shall be deemed received at the time it is personally
delivered, on the day it is sent by facsimile transmission, on the second day after its
deposit with any commercial air courier or express service or, if mailed, three (3) days
after the notice is deposited in the United States mail addressed as follows:

If to City: Tom Doyle
Economic Development Specialist
City of El Mirage
12145 NW Grand Avenue
El Mirage, AZ 85335
Phone: (623) 876-2935
Fax: (623) 933-8418

If to GPEC: Chris Camacho
President and Chief Executive Officer
Greater Phoenix Economic Council
Two North Central Avenue, Suite 2500
Phoenix, Arizona 85004-4469
Phone: (602) 256-7700
FAX: (602) 256-7744

Any time period stated in a notice shall be computed from the time the notice is deemed
received, Either party may change its mailing address or the person to receive notice by
notifying the other party as provided in this paragraph.

TRANSACTIONAL CONFLICT OF INTEREST. All parties hereto acknowledge that this
Agreement is subject to cancellation by the City pursuant to the provisions of Section
38-511, Arizona Revised Statutes.

NONLIABILITY OF OFFICIALS AND EMPLOYEES. No member, official or employee of
the City will be personally liable to GPEC, or any successor in interest, in the event of
any default or breach by the City or for any amount which may become due to GPEC or
successor, or on any obligation under the terms of this Agreement. No member, official
or employee of GPEC will be personally liable to the City, or any successor in interest,
in the event of any default or breach by the GPEC or for any amount which may become
due to the City or successor, or on any obligation under the terms of this Agreement.

NO WAIVER. Except as otherwise expressly provided in this Agreement, any failure or
delay by any party in asserting any of its rights or remedies as to any default, will not
operate as a waiver of any default, or of any such rights or remedies, or deprive any such
party of its right to institute and maintain any actions or proceedings which it may deem
necessary to protect, assert or enforce any such rights or remedies.

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SEVERABILITY. If any provision of this Agreement shall be found invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement will not be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law, provided that the fundamental purposes of this Agreement are
not defeated by such severability.

CAPTIONS. The captions contained in this Agreement are merely a reference and are not
to be used to construe or limit the text.

No THIRD PARTY BENEFICIARIES. No creditor of either party or other individual or
entity shall have any rights, whether as a third-party beneficiary or otherwise, by reason
of any provision of this Agreement.

DISCLOSURE OF CONFIDENTIAL INFORMATION IF REQUIRED BY LAW. This agreement
allows the Parties to disclose Confidential Information, as defined below, to each other
under the following terms. In the opinion of the Parties to this Agreement: (1) the
Confidential Information is the proprietary property of the Parties and is strictly
confidential and privileged pursuant to, among other laws, A.R.S. §§ 44-401, et seq., (2)
the release of the Confidential Information provided could cause harm to the Parties’
competitive position, (3) the Confidential Information is potentially personal and private,
and (4) the Confidential Information is exempt from disclosure under the Arizona Public
Records and Open Meeting Laws, A.R.S. § 39-121, et seq. The Agreement does not
license, assign, or convey any intellectual property or proprietary rights from any Party
to any other Party.

"Confidential Information" means non-public information, know-how, or trade secrets in
any form, that:
1. Are designated as being confidential; or

2. A reasonable person knows or reasonably should understand to be confidential.

The City must comply with and may be subject to certain disclosure requirements under
the Arizona public records law (A.R.S. § 39-101, et seq.). The City may disclose

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Confidential Information if required to comply with a court order or other government
demand that has the force of law. Prior to disclosure, the Party must:

1. Seek the highest level of protection available; and

2. Give GPEC reasonable prior notice of the request for records and identified
responsive documents to allow them to seek a protective order, unless such notice is

not permitted under law.

XxX. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS. This Agreement may be
executed in up to three (3) duplicate originals, each of which is deemed to be an original.
This Agreement, including nine (9) pages of text and the below-listed exhibits which are
incorporated herein by this reference, constitutes the entire understanding and agreement

of the parties.

Exhibit A - GPEC Action Plan

Exhibit B - GPEC Performance Measures

Exhibit C — Targeted Industries

Exhibit D — Reporting Mechanism for Contract Fulfillment
Exhibit E — Insurance Requirements

Exhibit F — Regional Cooperation Protocol

This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements between the
parties with respect to all or any part of the subject matter hereof.

All waivers of the provisions of this Agreement must be in writing and signed
by the appropriate authorities of the City or GPEC, and all amendments hereto must be
in writing and signed by the appropriate authorities of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement this ___ day of

2020.
City of El Mirage, a municipal corporation
By:
Crystal Dyches, City Manager
ATTEST:
By:
Its: City Clerk
APPROVED AS TO FORM:

By:
Its: City Attorney

GREATER PHOENIX ECONOMIC COUNCIL,
an Arizonagonprofit corporation

Chris‘Camacho, President &
Chief Executive Officer

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