Expansion Dynamics Contract

CITY OF EL MIRAGE 
PROFESSIONAL SERVICES CONTRACT 
THIS PROFESSIONAL SERVICES CONTRACT is made and entered into this 15th day of October, 2024 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, assist the Consultant in accessing the organization, audit billings, and approve payments.  The 
Consultant shall channel   reports   and special requests through the Contract Administrator.  City 
reserves the right to change the Contractor Administrator for the City without prior approval of 
Consultant. 
I.I
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, 2024 
$8,750 by February 15, 2025 
$8,750 by May 15, 2025 
$8,750 by August 15, 2025 
2.3.1 
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 pa rt 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 Serv ices.  Consultant shall not be paid for any Additional Services that are not 
authorized by the City in writing. 
3.0 
TERM, EXTENSION, TERMINATION 
3.1 
TERM AND EXTENSION 
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 14, 2024, and ending October 13, 
2025.  Fee changes and scope of work modifications may also be administratively approved by the 
City Manage r and the Consultant or their respective designee(s). 
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 und er 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, if any, not accepted by 
City. 
 
If the Consultant materially fails to fulfill 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 from payment due to the Consultant such amounts as are necessary 
to protect the City' s position for the purpose of set-off until such time as the exact amount of 
damages can be determined. 
 
3.2.2. 
Termination for Convenience 
 
Th e 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 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.

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 Article 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 service s specified herein.  This Contract may 
not be modified or amended except by a written document, signed by the City Manager and the 
Consultant or their respective designee(s). 
 
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 or their respective 
designee(s). 
 
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 the Consultant' s records and personnel 
pursuant to the provision s 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 supplier  (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 any and 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 payment s 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 par ty shall be entitled 
to received 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 arb it ration 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 cove rage, 
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. §3 8-51 1). 
 
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: 
 
 
 
 
 
In the case of City: 
 
 
 
 
With a copy to: 
BizConnect Pro 
c/o Expansion Dynamics Intl., LLC 
Attn: David Moss 
PO Box 1088 
El Mirage, AZ 85335 
 
City of El Mirage 
Attn: City Manager 
10000 N El Mirage Rd 
El Mirage, AZ 85335 
 
City of El Mirage 
City Attorney 
10000 N El Mirage 
El Mirage, AZ 85335

Notices s hall 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 any and 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 const rue 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 indemnify 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 times that this contract is in effect, insurance 
coverage which shall include statutory workman's compensation, comprehensive general and 
automobile liability, owners, and Consultant' s 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 ($1,000,000.00) policy aggregate naming the City as an 
additional insured.  The minimum amounts of coverage for Consultant's professional liability shall 
be one million dollars ($1,000,000.00).  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 with in 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 evidence d 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 subcontractors’ 
compliance with all federal immigration laws and regulations that relate to their compliance with 
the E-verify requirements under A.R.S. § 23-2 l 4(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 E l 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 inspect ions 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 immediately terminate the Agreement. 
Consultant further agrees to include the following language in all subcontracts entered into by 
Consultant with any person or entity to perform work on the Agreement and to terminate the 
agreement with any subcontractor who violates any of the warranties set forth in said language 
below. 
To the extent applicable under A.R.S. § 41-4401, Subcontractor warrants to Consultant and the 
City of E l Mirage Subcontractor' s compliance with all federal immigration laws and regulations 
that relate to its compliance with the e-verify requirements under A.R.S. 
§ 23-214(A).  Subcontractor' s breach of the above-mentioned warranty shall be deemed a
mate rial breach of the Agreement and may result in the termination of the subcontract by
Consultant at the direction of the City of El Mirage.  Subcontractor further acknowledges
the City of El Mirage's right to randomly inspect the papers and records of Subcontractor to
ensure that Subcontractor is complying with the above-mentioned warranty.
Subcontractor warrants to keep the papers and records open for random inspection during 
normal business hours by City of El Mirage.  Subcontractor shall cooperate with City of El 
Mirage's random inspections including granting the City entry rights to Subcontractor's 
property to perform the random inspections and waiving their respective rights to keep such 
papers and records confidential.  The failure of Subcontractor to comply with this warranty 
regarding the keeping of papers and records and failure to cooperate with the City ' s random 
inspections shall constitute a material breach of the Agreement and the City shall have the 
right to immediately require Consultant to terminate the Agreement with Subcontractor. 
7.0 
SEVERABILITYANDAUTHORITY 
7.1 
SEVERABILITY 
If any term or provision of this Contract shall be found to be illegal or unenforceable, then not 
withstanding such illegality or unenforceability, this Contract shall remain in full force and effect and 
such term or provision shall be deemed to be deleted. 
7.2 
AUTHORITY 
Each party hereby warrants and represents that it has full power and authority to enter into and 
perform this Contract, and that the person signing on behalf of each has been properly authorized 
and empowered to enter this Contract. Each party further acknowledges that it has read this 
Contract, understands it, and agrees to be bound by it.

CITY OF EL MIRAGE:
Crysal Dyches
City Managor
ATTEST:
SharonAntcs
City Clek
APPROVED AS TO FORM:
De
Date
CityAnioney

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/advisement 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

Customer Service 
Instant chat support from application website  
Telephone support during designated business hours  
Desktop sharing support when necessary 
(Support person can take virtual control over kiosk computer or other to complete the 
application) 
 
Foundational Business Association 
Association branding of business directory 
Quarterly "Killer Deals" from association members to fellow association members  
(To encourage El Mirage businesses to buy from El M irage Businesses) 
Association Weekly Deals emailed to residents of El Mirage  
(automated email promoted by city and city newspaper)