BizConnectProp contract

CITY OF EL MIRAGE 
PROFESSIONAL SERVICES CONTRACT 
 
THIS PROFESSIONAL SERVICES CONTRACT is made and entered into this 17th day of October 
2023 by and between the City of El Mirage, an Arizona municipal corporation (“City”), and 
BizConnectPro, a service of Expansion Dynamics International, LLC, (“Consultant”). 
 
RECITALS 
 
A. The City of El Mirage is authorized and empowered by provisions of the City Code to execute 
contracts for professional services by and through its City Manager. 
 
B. The City desires to contract for Consultant to perform/provide Scope of Services as described in the 
attached scope of work (Exhibit “A”) in accordance with the terms of this Contract. 
 
C.  Consultant is duly qualified to perform the requested services. 
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, the parties 
hereto agree as follows: 
 
1.0 
DESCRIPTION, ACCEPTANCE, DOCUMENTATION 
 
Consultant shall act under the authority and approval of the Contract Administrator for the City to 
provide the professional services required by this Contract. The Contract Administrator for the City 
shall be the City Manager or designee. The Contract Administrator shall oversee the execution of this 
Contract, audit billings, and approve payments. The Consultant shall channel reports and special requests 
through the Contract Administrator. City reserves the right to change the Contract Administrator for the 
City without prior approval of Consultant. 
 
1.1 
SERVICE DESCRIPTION 
 
Consultant shall provide the services described in Exhibit “A”. All work will be reviewed and approved 
by the Contract Administrator to determine acceptable completion. Review and approval by the Contract 
Administrator shall not relieve Consultant of any liability for improper, negligent, or inadequate services 
rendered pursuant to this Contract. 
 
1.2 
DOCUMENTATION 
 
All documents, including but not limited to data compilations, studies, and reports which are prepared in the 
performance of this Contract are to be and remain the property of the City and are to be delivered to the 
Contract Administrator before final payment is made to the Consultant. 
 
2.0 
BILLING RECORDS, AUDIT, FEES 
 
2. 1 
BILLING RECORDS, AUDIT 
 
Consultant shall maintain all books, papers, documents, accounting records and other evidence 
pertaining to time and costs incurred and will make such materials available for audit by the City 
pursuant to Section 4.6 of this Contract.

2.2 
FEE SCHEDULE 
 
The total fee Consultant shall be paid for all services provided pursuant to the terms of this Contract, 
inclusive of all expenses under this Contract shall not exceed $35,000 for one year and will be paid 
quarterly as follows:  
$8,750 by November 15, 2023 
$8,750 by February 15, 2024 
$8,750 by May 15, 2024 
$8,750 by August 15, 2024 
 
2.3 
ADDITIONAL SERVICES: PRICE ADJUSTMENT 
 
The total Scope of Work to be performed by Consultant in accordance with this Contract is set forth herein 
and Exhibit “A”. Services not included in this Contract, including Exhibit “A”, will be considered 
Additional Services. Consultant shall not perform any Additional Services without written authorization 
from the City. It shall be presumed that all services performed/provided by Consultant were included in the 
Contract and contemplated by Consultant as being part of the original Scope of Work and the fees set forth 
herein, unless such services have been separately approved by the City, in writing, as Additional Services. 
Consultant shall not be paid for any Additional Services that are not authorized by the City in writing. 
 
3.0 
TERM, TERMINATION 
 
3. 1 
TERM  
 
This contract shall be in full force and effect only when approved and signed by City’s City Manager as 
attested by the City Clerk and City Attorney and for the term specified in this contract. The term of this 
Contract shall be for a one-year period beginning October 17, 2023, and ending October 16, 2024.  
 
In the event the work cannot be completed within the time specified, the Contract Administrator may 
approve a change order extending the time for completion of the work when he/she determines it is in the 
best interests of the City to do so, for such period as the Contract Administrator deems reasonable. A change 
order extending the time for completion of the work pursuant to this subparagraph shall not entitle the 
Consultant to additional compensation. 
 
3.2 
TERMINATION 
 
3.2.1.  TERMINATION FOR CAUSE 
 
The City has the right to terminate this contract for cause in the event Consultant materially breaches any 
provision of this contract or portion of the project and fails to remedy the breach within five (5) business 
days of notification of the breach if the breach is remedial. If Consultant fails to remedy the breach or if the 
breach is not remedial, City may terminate this contract for cause immediately upon written notice to 
Consultant. In the event the City terminates this contract, or any part of the services as herein provided 
pursuant to this Section 3.2.1, the City shall notify the Consultant in writing, and immediately upon receipt 
of such notice, the Consultant shall discontinue all work under this contract. 
 
Upon termination for cause, Consultant shall immediately deliver to the City all drawings, special 
provisions, field survey notes, reports, estimates and any and all other documents or work product generated 
by the Consultant under the contract together with all unused material supplied by the City. Consultant shall 
be responsible only for such portion of the work which has been completed and accepted by the City. Use of 
incomplete data by the City shall be the City’s sole responsibility.

In the event of termination for cause, Consultant shall only be compensated a portion of the agreed upon fee 
for such portion of the work that City agrees, in its sole discretion, to accept. City shall have no obligation to 
accept any portion of Consultant’s work if the contract is terminated for cause and shall have no obligation 
to pay Consultant for any portion of the work not accepted by City. 
  
If the Consultant materially fails to fulfil in a timely and proper manner its obligations under this contract or 
if the Consultant violates any of the covenants, agreements, or stipulations of this contract, the City may 
withhold payment to the Consultant until such time as the exact amount of damages can be determined. 
 
3.2.2. TERMINATION FOR CONVENIENCE 
 
The City has the right to terminate this contract for convenience or to abandon any portion of the project for 
which services have not been performed by the Consultant. In the event the City terminates this contract, or 
any part of the services as herein provided pursuant to this Section 3.2.2, the City shall notify the Consultant 
in writing, and immediately upon receipt of such notice, the Consultant shall discontinue all work under this 
contract. 
 
Upon such termination for convenience or abandonment, the Consultant shall immediately deliver to the 
City all reports, estimates and all other documents or work product generated by the Consultant under the 
contract, together with all unused material supplied by the City. Consultant shall be responsible only for 
such portion of the work which has been completed and accepted by the City. Use of incomplete data by the 
City shall be the City’s sole responsibility. 
 
The Consultant shall receive as compensation in full for services performed to the date of such termination 
or abandonment, a fee for the percentage of services completed and accepted by the City. This fee shall be in 
an amount to be mutually agreed upon by the Consultant and the City, based upon the scope of work set 
forth in Exhibit “A” and the payment schedule set forth in Section 2.2 hereof. If mutual agreement cannot be 
reached after reasonable negotiation, the Contract Administrator shall determine the percentage of 
satisfactory completion of each task set forth in the scope of work contained in Exhibit “A” and the amount 
of compensation Consultant is entitled to for such work and the Contract Administrator’s determination in 
this regard shall be final. The City shall make such final payment within 60 days after the Consultant has 
delivered the last of the partially completed items. 
 
3.3 
FUNDS APPROPRIATION 
 
If the City Council does not appropriate funds to continue this Contract and pay for charges hereunder, the 
City may terminate this Contract at the end of the current fiscal period. The City agrees to give written 
notice, pursuant to Section 4.10, of termination to the Consultant at least thirty (30) days prior to the end of 
its current fiscal period and will pay to the Consultant all approved charges incurred through the end of such 
period. 
 
4.0 
GENERAL TERMS 
 
4. 1 
ENTIRE AGREEMENT 
 
This Contract constitutes the entire understanding of the parties and supersedes all previous representations, 
written or oral, with respect to the services specified herein. This Contract may not be modified or amended 
except by a written document, signed by the City Manager and the Consultant. 
 
4.2 
ARIZONA LAW

This Contract shall be governed and interpreted according to the laws of the State of Arizona. 
 
4.3 
MODIFICATIONS 
 
Any amendment, modification, or variation from the terms of this Contract shall be in writing and shall be 
effective only after signed by the City Manager and the Consultant. 
 
4.4 
ASSIGNMENT 
 
Services covered by this Contract shall not be assigned or sublet in whole or in part without the prior written 
consent of the City through its Contract Administrator. 
  
4.5 
SUCCESSORS AND ASSIGNS 
 
This Contract shall extend to, and be binding upon, Consultant, its successors and assigns, including any 
individual, company, partnership, or other entity with or into which Consultant shall merge, consolidate, or 
be liquidated, or any person, corporation, partnership, or other entity to which Consultant shall sell its assets. 
 
4.6 
RECORDS AND AUDIT RIGHTS 
 
Consultant’s records (hard copy, as well as computer readable data), and any other supporting evidence 
deemed necessary by the City to substantiate charges and claims related to this contract shall be open to 
inspection and subject to audit and/or reproduction by City’s authorized representative to the extent 
necessary to adequately permit evaluation and verification of cost of the work, and any invoices, change 
orders, payments or claims submitted by the Consultant or any of his payees pursuant to the execution of the 
contract. The City’s authorized representative shall be afforded access, at reasonable times and places, to all 
of the Consultant’s records and personnel pursuant to the provisions of this article throughout the term of 
this contract and for a period of three years after last or final payment. 
 
Consultant shall require all Subconsultants, insurance agents, and material suppliers (payees) to comply with 
the provisions of this article by insertion of the requirements hereof in a written contract agreement between 
Consultant and payee. Such requirements will also apply to all Subconsultants. 
 
If an audit in accordance with this article, discloses overcharges, of any nature, by the Consultant to the City 
in excess of one percent (1%) of the total contract billings, the actual cost of the City’s audit shall be 
reimbursed to the City by the Consultant. Any adjustments and/or payments which must be made as a result 
of any such audit or inspection of the Consultant’s invoices and/or records shall be made within a reasonable 
amount of time (not to exceed 90 days) from presentation of City’s findings to Consultant. 
 
4.7 
ATTORNEY’S FEES 
 
In the event either party brings any action for any relief, declaratory or otherwise, arising out of this 
Contract, or on account of any breach or default hereof, the prevailing party shall be entitled to receive from 
the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting 
without a jury or arbitration board which shall be deemed to have accrued on the commencement of such 
action and shall be enforceable whether or not such action is prosecuted to judgment or by arbitration award.  
As an alternative to filing a lawsuit to resolve the dispute, the parties may elect to arbitrate the dispute. Each 
party shall select a competent and impartial arbitrator. The two selected arbitrators shall appoint a third 
arbitrator. If the two appointed arbitrators cannot agree on a third, they may petition a judge having 
competent jurisdiction to select the third arbitrator, or they may resign their appointment jointly or 
individually so that the parties may renew the selection process. The written award of two of the three 
arbitrators shall bind the parties. The cost of the arbitrators and any expert witnesses shall be borne by the

party that hired them. The cost of the third arbitrator and other expenses of the arbitration shall be shared 
equally by the parties. The arbitration shall take place in the City of El Mirage. State court rules of procedure 
and evidence shall be governing. 
 
4.8 
INDEPENDENT CONTRACTOR 
 
The services Consultant provides under the terms of this Contract to the City are that of an Independent 
Contractor, not an employee, or agent of the City. The City will report the value paid for these services each 
year to the Internal Revenue Service (I.R.S.) using Form 1099. 
 
City shall not withhold income tax as a deduction from contractual payments. As a result of this, Consultant 
may be subject to I.R.S. provisions for payment of estimated income tax. Consultant is responsible for 
consulting the local I.R.S. office for current information on estimated tax requirements. Consultant will not 
be entitled to any benefits provided by City to its employees, including, but not limited to, health benefits, 
workers’ compensation, unemployment coverage, deferred compensation, and all other typical employee 
benefits. 
 
4.9 
CONFLICT OF INTEREST 
  
The City may cancel any contract or agreement, without penalty or obligation, if any person significantly 
involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the City’s 
departments or agencies is, at any time while the contract or any extension of the contract is in effect, an 
employee of any other party to the contract in any capacity or a consultant to any other party to the contract 
with respect to the subject matter of the contract. The cancellation shall be effective when written notice 
from the City is received by all other parties to the contract unless the notice specifies a later time (A.R.S. 
§38511). 
 
4.10 
NOTICES 
 
All notices or demands required to be given pursuant to the terms of this Contract shall be given to the other 
party in writing, delivered by hand or registered or certified mail, at the addresses set forth below, or to such 
other address as the parties may substitute by written notice given in the manner prescribed in this 
paragraph. 
 
In the case of Consultant: 
 
BizConnectPro 
C/O Expansion Dynamics Intl., LLC  
Attn: David Moss 
PO Box 143 
Bountiful, UT 84011 
 
In the case of City: 
 
 
City of El Mirage  
Attn: City Manager  
10000 N. El Mirage Rd. 
El Mirage, AZ 85335 
 
 
With a copy to: 
 
 
City of El Mirage  
City Attorney  
10000 N. El Mirage Rd. 
El Mirage, AZ 85335 
 
Notices shall be deemed received on date delivered, if delivered by hand, and on the delivery date indicated

on receipt if delivered by certified or registered mail. 
 
4.11 
FORCE MAJEURE 
 
Neither party shall be responsible for delays or failures in performance resulting from acts beyond their 
control. Such acts shall include, but not be limited to, acts of God, riots, acts of war, epidemics, 
governmental regulations imposed after the fact, fire, communication line failures, power failures, or 
earthquakes. 
 
4.12 
TAXES 
 
Consultant shall be solely responsible for all tax obligations which may result out of the Consultants 
performance of this contract. The City shall have no obligation to pay any amounts for taxes, of any type, 
incurred by the Consultant. 
 
4.13 
ADVERTISING 
 
No advertising or publicity concerning the City using the Consultant’s services shall be undertaken without 
prior written approval of such advertising or publicity by the City Contract Administrator. 
 
4.14 
COUNTERPARTS 
 
This contract may be executed in one or more counterparts, and each originally executed duplicate 
counterpart of this Contract shall be deemed to possess the full force and effect of the original. 
 
4.15 
CAPTIONS 
 
The captions used in this Contract are solely for the convenience of the parties, do not constitute a part of 
this Contract and are not to be used to construe or interpret this Contract. 
  
4.16 
SUBCONSULTANTS 
 
During the performance of the Contract, the Consultant may engage such additional Subconsultants as may 
be required for the timely completion of this Contract. The addition of any Subconsultants shall be subject to 
the prior approval of the City. 
 
In the event of subcontracting, the sole responsibility for fulfillment of all terms and conditions of this 
Contract rests with the Consultant. 
 
4.17 
INDEMNIFICATION 
 
The Consultant agrees, to the fullest extent permitted by law, to indemnity and hold harmless the Client, its 
officers, directors, and employees (collectively, Client) against all damages, liabilities, or costs, including 
reasonable attorneys’ fees and defense costs, to the extent caused by the Consultant’s negligent performance 
of professional services under this Agreement and that of its subconsultants or anyone for whom the 
consultant is legally liable. 
 
The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its 
officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or 
costs, including reasonable attorney’s fees and defense costs to the extent caused by the Client’s negligent 
acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for 
whom the Client is legally liable.

Neither the Client nor the Consultant shall be obligated to indemnify the other party in any manner 
whatsoever for the other party’s own negligence or for the negligence of others. 
 
5.0 
INSURANCE 
 
The Consultant shall secure, and maintain at all time that this contract is in effect, insurance coverage which 
shall include statutory workman’s compensation, comprehensive general and automobile liability, owner’s 
and Consultants protective liability insurance and errors and omissions professional liability. The 
comprehensive general and automobile liability limits shall be no less than one million dollars ($1,000,000) 
combined single limit. The owner’s and Consultant’s protective liability limits shall be no less than five 
hundred thousand dollars ($500,000) for each occurrence and one million dollars ($1,000,000) policy 
aggregate naming the City as an additional insured. The minimum amounts of coverage for Consultants 
professional liability shall be one million dollars ($1,000,000). In other than errors and omissions 
professional liability, owner’s and Consultant’s protective liability, and workman’s compensation, the City 
of El Mirage shall be named as an additional insured. 
 
All insurance coverage shall be written through carriers licensed in Arizona, or on an approved non-admitted 
list of carriers published by the Arizona Department of Insurance and possessing an A.M. Best rating of at 
least A+ or through Lloyd’s of London. Such coverage shall not be written on a claims-made basis without 
the prior written approval of City. 
 
The Consultant shall submit to the City a certificate of insurance evidencing the coverage and limits stated in 
the foregoing paragraph within ten (10) days of award of this contract City shall not issue a “Notice to 
Proceed” until after Consultant has submitted the certificate of insurance to City. Insurance evidenced by the 
certificate shall not expire, be canceled, or materially changed without thirty (30) days prior written notice to 
the City, and a statement to that effect must appear on the face of the certificate and the certificate shall be 
signed by a person authorized to bind the insurer. The amount of any errors and omissions deductible shall 
be stated on the face of the certificate but shall not exceed ten percent (10%) of the amount set forth in 
Section 2.2 or $11,000. The Contract Administrator may require the Consultant to furnish a financial 
statement establishing the ability of Consultant to fund the deductible. If in the judgment of the Contract 
Administrator, the financial statement does not establish the Consultant’s ability to fund the deductible, and 
no other provisions acceptable to the Contract Administrator are made to assure funding of the deductible, 
the Contract Administrator may, in his sole discretion, terminate this contract without further liability to the 
City. 
 
6.0 
FEDERAL AND STATE EMPLOYMENT IMMIGRATION LAWS 
 
To the extent applicable under A.R.S. § 41-4401, Consultant warrants its and its subcontractor’s compliance 
with all federal immigration laws and regulations that relate to their compliance with the E-verify 
requirements under A.R.S. § 23- 214(A). Consultant’s or its subcontractors’ breach of the above-mentioned 
warranty shall be deemed a material breach of the Agreement and may result in the termination of the 
Agreement by the City of El Mirage. The City of El Mirage retains the legal right to randomly inspect the 
papers and records of Consultant and its subcontractors to ensure that the Consultant and its subcontractors 
are complying with the above-mentioned warranty. 
 
The Consultant warrants to keep the papers and records open for random inspection during normal business 
hours by the City of El Mirage. The Consultant shall cooperate with the City of El Mirage’s random 
inspections including granting the City entry rights to Consultant’s property to perform the random 
inspections and waiving its right to keep such papers and records confidential. The failure of Consultant to 
comply with this warranty regarding the keeping of papers and records and cooperating with the City’s 
random inspections shall constitute a material breach of the Agreement and the City shall have the right to

Exhibit “A” 
BizConnectPro 
A Service of Expansion Dynamics Intl., LLC 
 
SCOPE OF SERVICES: 
 
Web-based business license fulfillment system: 
Beginning to end business license application  
Editable FAQs section 
Printable license emailed to applicant automatically upon approval 
Approval designation can be automated or done manually depending on license type  
Approval requirement/advertisement of new business license applications 
Dedicated BCP computer kiosk at city hall for walk-in business license traffic 
Renewal fulfillment 
• 
First Invoice: Email default hard copy for those without email 
• 
Second Invoice: Email plus hard copy 
• 
Notice of Cancellation: Email plus hard copy 
 
GIS element to ensure accuracy & uniform format of El Mirage business addresses  
Ability to adjust business license types & sub-types 
Ability to designate required application fields 
 
Reports: 
Real time-reporting accessible to all designated staff (multiple levels of access)  
Date range activity reports 
Business mapping up to 100 businesses per render  
Document storage capacity per individual business account  
Notes functionality per individual business account 
Quick Report capability for frequently accessed reports 
 
Communication/Research: 
Pre-application poll/survey capability 
City to business community flash announcements  
Business Directory capability 
Listing 
Link to website  
Link to map