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AGREEMENT BETWEEN
THE CITY OF EL MIRAGE, ARIZONA
AND
PHOENIX GOSPEL MISSION, INC. dba PHOENIX RESCUE MISSION
Agreement No. xxxx
THIS AGREEMENT (this "Agreement") is entered into as of November 7, 2021, between the CITY
OF EL MIRAGE, an Arizona municipal corporation (the "City"), and PHOENIX GOSPEL MISSION, INC.
dba PHOENIX RESCUE MISSION, a(n) Arizona corporation ("Contractor''), hereafter, the "Parties."
RECITALS
A.
After a bid solicitation, the CITY OF PEORIA ("PEORIA") entered into Contract Number
ACON46519 with Contractor (the "Contract") on 10/8/2019, a copy of which is attached hereto as Exhibit
A and incorporated herein by this reference.
B.
The City is permitted to purchase the Services under the Contract without further public
bidding, and the Contract permits its cooperative use by other governmental agencies including the City.
C.
The City's Procurement Code permits the Procurement Manager to authorize a
procurement through the use of a contract initiated by another governmental entity provided (1) The
contracting entity desires to enter into a contract with the City; (2) The contract has not expired; (3) The
contract is for identical or nearly identical supplies, goods or services; (4) The contract resulted from a
competitive bid using acceptable methods not in violation of any state statutes. The City believes all these
conditions are met for purposes of this Agreement.
D.
The City desires to contract with Contractor for supplies, goods or services identical, or
nearly identical, to the supplies, goods or services Contractor is providing PEORIA under the Contract,
Contractor consents to the City's utilization of the Contract as the basis of this Agreement, and Contractor
desires to enter into this Agreement to provide the services set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by
reference, and the covenants and promises contained herein, the parties hereby agree as follows:
1. Term of Agreement.
This Agreement shall be effective as of the date first set forth above and shall expire upon the
expiration of contract ACON46519, unless terminated, cancelled, or extended as otherwise
provided herein.
2. Scope of Work; Terms, Conditions, and Specifications.
a) Contractor shall provide the City the identical, or nearly identical, supplies, goods, or
services Contractor provides PEORIA under the Contract.
b) Contractor agrees to comply with all the terms, conditions and specifications of the Contract
for the purposes of this Agreement which terms, conditions, and specifications are
incorporated herein by this reference.
c) The "City of El Mirage" shall be substituted for PEORIA throughout the Contract.
d) In place of any termination/cancellation provisions in the Contract, the following shall be
substituted:
i. For City' s Convenience. This Agreement is for the convenience of the City
and, as such, may be immediately terminated without cause after receipt by
the Contractor of written notice by the City. Upon termination for convenience,
the Contractor shall be paid for all undisputed services performed to the
termination date.
ii. Fund Appropriation Contingency. The Contractor understands that the
continuation of this Agreement after the close of any given fiscal year of the
City, which ends on June 30, shall be subject to the budget of the City
providing for the contract item as expenditure. The City cannot assure that
the budget item for funding this Agreement will be approved in the future; as
such assurance would be a legislative and policy determination of the City
Council at the time of the adoption of the budget. Should the funding of the
Agreement not be approved by City Council, the City may terminate this
Agreement as of the close of its fiscal year.
3. Compensation.
a) The City shall pay the Contractor the same compensation PEORIA pays Contractor under
the Contract.
b) The total purchase price for the supplies, goods, or services as authorized in this
Agreement is not to exceed the total price of purchase orders issued by the City under this
Agreement.
4. Conflict.
a)
Any terms or conditions in the Contract are void where they conflict with this Agreement.
5. Payments.
a)
The City shall pay the Contractor using the same process as is set forth in the Contract.
6. Applicable Law.
In the performance of this Agreement, contractors shall abide by and conform to any and all laws
of the United States, State of Arizona and City of El Mirage including but not limited to federal and
state executive orders providing for equal employment and procurement opportunities, the Federal
Occupational Safety and Health Act and any other federal or state laws applicable to this
Agreement.
The Contractor warrants, for the term of this Agreement and for six months thereafter, that is has
fully complied with the requirements of the Immigration Reform and Control Act of 1986 and all
related or similar legal authorities.
This Agreement shall be governed by the City and the Contractor shall have all remedies afforded
each by the Uniform Commercial Code, as adopted in the State of Arizona, except as otherwise
provided in this Agreement or in statutes pertaining specifically to the City. This Agreement shall
be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be
brought only in courts in the State of Arizona.
This Agreement is subject to the provisions of ARS §38-511; the City may cancel this Agreement
without penalty or further obligations by the City or any of its departments or agencies if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on
behalf of the City or any of its departments or agencies, is at any time while the Agreement or any
extension of the Agreement is in effect, an employee of any other party to the Agreement in any
capacity or a Contractor to any other party of the Agreement with respect to the subject matter of
the Agreement.
7. Indemnification.
To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless
the City and each council member, officer, board, commission, officers, officials, employee or
agent thereof (the City and any such person being herein called an "Indemnified Party"), for, from
and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not
limited to, reasonable attorneys' fees, claims processing, investigation, court costs and the costs
of appellate proceedings) to which any such Indemnified Party may become subject, under any
theory of liability whatsoever ("Claims"), insofar as such Claims (or actions in respect thereof)
relate to, arise out of, or are caused by or in connection with the negligent or willful acts or
omissions of work or professional services of the Contractor, its off icers, employees, agents, or
any tier of subcontractor in the performance of this Agreement. In consideration of the award of
this contract, the Contractor agrees to waive all rights of subrogation against the City, its officers,
officials, agents and employees for losses arising from the work performed by the Contractor for
the City. The amount and type of insurance coverage requirements set forth below will in no way
be construed as limiting the scope of the indemnity in this Section.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
set forth above.
"City"
"Contractor"
City of El Mirage,
an Arizona municipal corporation
PHOENIX GOSPEL MISSION, INC. dba PHOENIX
RESCUE MISSION