Agreement

VISIT ARIZONA INITIATIVE (VAI) MARKETING GRANT AGREEMENT
NO. GR-ARPA-09162022-02-050
Between the
STATE OF ARIZONA
ARIZONA OFFICE OF TOURISM
And the
VISIT GLENDALE - GLENDALE CONVENTION & VISITORS BUREAU
This Grant Agreement (“Agreement”) is entered into by and between the State of Arizona (the
“State”), the Arizona Office of Tourism (“AOT”), located at 1110 W. Washington St., #155, Phoenix,
AZ 85007 and Visit Glendale - Glendale Convention & Visitors Bureau (“VG-GC&VB”) located at
9494 W. Maryland Ave., Glendale, AZ 85305.
WHEREAS, A.R.S. § 41-101.01 authorizes the Office of the Governor to execute and administer
contracts and is charged with the responsibility of administering the Coronavirus State and Local
Fiscal Recovery Funds allocated to the State. The C.F.D.A. number for all activity pursuant to this
agreement is 21.027.
WHEREAS, this Agreement is entered into under the authority of A.R.S. §41-2702-2703 and the
solicitation waiver issued March 3, 2020 by the Arizona Department of Administration, which
authorizes grant agreements.
THEREFORE, it is agreed that the AOT shall provide funding to VG-GC&VB for services under the
terms of this Agreement.
I. PURPOSE OF AGREEMENT
The purpose of this Agreement is to authorize use and provide funds from the American
Rescue Plan Act (“ARPA”) to VG-GC&VB to support the tourism industry. The State was
significantly impacted by COVID-19, resulting in lost revenue and related jobs. The Visit
Arizona Initiative (VAI) Grant Program was created to provide recovery assistance to the
State’s tourism industry and funding through this Agreement supports projects that will
contribute to that effort.
Under this Agreement, services must be provided by VG-GC&VB in compliance with the rules
of the ARPA. The most current published rules can be found at: Treasury’s Interim Final Rule;
https://www.govinfo.gov/content/pkg/FR-2021-05-17/pdf/2021-10283.pdf.
II. TERM OF AGREEMENT, TERMINATION AND AMENDMENTS
This Agreement shall be effective September 16, 2022, and shall terminate on September 16,
2023, contingent upon funding.
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Either party may terminate this Agreement at any earlier time by providing written notice to
the other party at least thirty (30) calendar days prior to the termination date. AOT agrees that
regardless of its termination date of this Agreement, VG-GC&VB may use the funds
distributed under this Agreement to pay for any unpaid services already provided pursuant to
this Agreement or obligated prior to the termination date.
Amendments to this Agreement shall be made in writing signed by both parties.
III. DESCRIPTION OF SERVICES
VG-GC&VB shall:
1. Utilize funding to support the approved efforts consistent with the funding provided by
the State via the Visit Arizona Initiative (VAI) Grant Program.
2. Maintain an AOT approved tracking of total payments and report to AOT on metrics to
be established through discussion between VG-GC&VB and AOT as additional ARPA
guidance becomes available.
3. Utilize the State’s “The Grand Canyon State” logo on all project materials. The logo
and the words “The Grand Canyon State’’ must be legible. Logos are available HERE.
IV. MANNER OF FINANCING
AOT shall:
1. Provide to VG-GC&VB $249,270 upon execution of this Agreement, for costs
associated with [services] activities referenced in Attachment A, VG-GC&VB’s
Proposal, incorporated into this Agreement by this reference in its entirety.
2. Transfer any unused funding pursuant to this Agreement at the termination date back to
AOT.
3. Use the C.F.D.A. No. is 21.027 for all activity associated with this Agreement.
4. Resolve any questions regarding the appropriate use of the funds by mutual written
agreement between VG-GC&VB and AOT; provided, that AOT has final say on the
appropriate use of funds.
VG-GC&VB shall:
1. Resolve questions regarding the appropriate use of the funds by mutual agreement
between the VG-GC&VB and AOT provided, that AOT has final say on the appropriate
use of funds.
2. Use the C.F.D.A. No. is 21.027 for all activity associated with this Agreement.
3. Provide to AOT proof of funding match when requested.
V. REPORTING REQUIREMENTS
VG-GC&VB shall submit quarterly programmatic and financial reports to AOT for all
expenditures incurred under this Agreement. The report deadlines are set below.
Q2 October 1 - December 31, 2022 (Report Due: December 30, 2022)
Q3 January 1 - March 31, 2023 (Report Due: April 3, 2023)
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Q4 April 1 - June 30, 2023 (Report Due: July 3, 2023)
Q1 July 1 - September 30, 2023 (Report Due: October 2, 2023)
The format for these reports will be developed by AOT with input and direction from the
Governor’s Office to ensure proper reporting of quantifiable impact metrics as required under
Federal guidance and per the executed Inter-State Agreement between AOT and the
Governor’s Office. Current metrics are based on U.S. Treasury’s expenditure category “2.11
Aid to Tourism, Travel or Hospitality” but these may be adjusted and/or other metrics added as
needed:
A. Sector of employer
B. Purpose of funds
C. Impact of projects funded
VI. DOCUMENTS INCORPORATED BY REFERENCE
The State’s Uniform Terms and Conditions V9_ (Rev 7-1-2013) are incorporated into this
document as if fully set forth herein. Copies of the Uniform Terms and Conditions may be
accessed HERE. VG-GC&VB warrants that it has read and understands the Uniform Terms
and Conditions V9_ (Rev 7-1-2013) and agrees to be bound to those applicable provisions by
them in their entirety. In the event of any divergence between this Agreement and the Uniform
Terms and Conditions, this Agreement shall control.
VII. NON-AVAILABILITY OF FUNDS
In accordance with A.R.S. § 35-154, every payment obligation of AOT under the Agreement is
conditioned upon the availability of funds appropriated or allocated for payment of such
obligation. If funds are not allocated and available for the continuance of this Agreement, this
Agreement may be terminated by AOT at the end of the period for which funds are available.
No liability shall accrue to AOT in the event this provision is exercised, and AOT shall not be
obligated or liable for any future payments or for any damages as a result of termination under
this paragraph.
VIII. AUDIT
In accordance with A.R.S. § 35-214, VG-GC&VB shall retain and shall contractually require
each grant recipient and sub-contractor to retain all data, books and other records (“records”)
relating to this Agreement for a period of five years after completion of the Agreement. All
records shall be subject to inspection and audit by the AOT at reasonable times. Upon request,
VG-GC&VB shall produce the original of any or all such records.
IX. CONFLICT OF INTEREST
In accordance with A.R.S. § 38-511, AOT may within three years after execution cancel the
Agreement, without penalty or further obligation, if any person significantly involved in
initiating, negotiating, securing, drafting or creating the Agreement on behalf of AOT, at any
time while the Agreement is in effect, becomes an employee or agent or any other party to the
Agreement in any capacity or a consultant to any other party of the Agreement with respect to
the matter of the Agreement.
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X. INDEMNIFICATION CLAUSE:
VG-GC&VB shall indemnify, defend, save and hold harmless the State, its departments,
agencies, boards, commissions, universities and its officers, officials, agents, and employees
(hereinafter referred to as “Indemnitee”) from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of
claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily
injury or personal injury (including death), or loss or damage to tangible or intangible property
caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or
omissions of VG-GC&VB or any of its owners, officers, directors, agents, employees or
sub-contractors. This indemnity includes any claim or amount arising out of or recovered under
the Workers’ Compensation Law or arising out of the failure of VG-GC&VB to conform to any
federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific
intention of the parties that the Indemnitee shall, in all instances, except for Claims arising
solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by
VG-GC&VB from and against any and all claims. It is agreed that VG-GC&VB recipient will
be responsible for primary loss investigation, defense and judgment costs where this
indemnification is applicable. In consideration of the award of this Agreement, VG-GC&VB
agrees to waive all rights of subrogation against the State, its officers, officials, agents and
employees for losses arising from the work performed by VG-GC&VB for the State.
This indemnity shall not apply if VG-GC&VB or sub-contractor(s) is/are an agency, board,
commission or university of the State.
XI. INSURANCE REQUIREMENTS PROFESSIONAL SERVICES:
VG-GC&VB and sub-contractors shall procure and maintain until all of their obligations have
been discharged, including any warranty periods under this Agreement, are satisfied, insurance
against claims for injury to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by VG-GC&VB, its agents,
representatives, employees or sub-contractors.
The insurance requirements herein are minimum requirements for this Agreement and in no
way limit the indemnity covenants contained in this Agreement. The State in no way warrants
that the minimum limits contained herein are sufficient to protect VG-GC&VB from liabilities
that might arise out of the performance of the work under this Agreement by VG-GC&VB, its
agents, representatives, employees or sub-contractors, and VG-GC&VB is free to purchase
additional insurance.
A. MINIMUM SCOPE AND LIMITS OF INSURANCE: VG-GC&VB shall provide
coverage with limits of liability not less than those stated below.
1. Commercial General Liability – Occurrence Form
Policy shall include bodily injury, property damage, personal injury and broad form
contractual liability coverage.
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●
General Aggregate
$2,000,000
●
Products – Completed Operations Aggregate
$1,000,000
●
Personal and Advertising Injury
$1,000,000
●
Blanket Contractual Liability – Written and Oral $1,000,000
●
Fire Legal Liability
$     50,000
●
Each Occurrence
$1,000,000
a. The policy shall be endorsed to include the following additional insured
language: “The State of Arizona, its departments, agencies, boards,
commissions, universities and its officers, officials, agents, and employees
shall be named as additional insureds with respect to liability arising out of
the activities performed by or on behalf of the VG-GC&VB".
b. Policy shall contain a waiver of subrogation against the State, its departments,
agencies, boards, commissions, universities and its officers, officials, agents,
and employees for losses arising from work performed by or on behalf of
VG-GC&VB.
2. Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles
used in the performance of this Agreement.
Combined Single Limit (CSL)
$1,000,000
a. The policy shall be endorsed to include the following additional insured
language:
“The State of Arizona, its departments, agencies, boards,
commissions, universities and its officers, officials, agents, and employees
shall be named as additional insureds with respect to liability arising out of
the activities performed by or on behalf of VG-GC&VB, involving
automobiles owned, leased, hired or borrowed by VG-GC&VB".
b. Policy shall contain a waiver of subrogation against the State, its departments,
agencies, boards, commissions, universities and its officers, officials, agents,
and employees for losses arising from work performed by or on behalf of
VG-GC&VB.
3. Worker's Compensation and Employers' Liability
Workers' Compensation
Statutory
Employers' Liability
Each Accident
$   500,000
Disease – Each Employee
$   500,000
Disease – Policy Limit
$1,000,000
a. Policy shall contain a waiver of subrogation against the State, its departments,
agencies, boards, commissions, universities and its officers, officials, agents,
and employees for losses arising from work performed by or on behalf of
VG-GC&VB.
b. This requirement shall not apply to:
Separately, each VG-GC&VB or
sub-contractor exempt under A.R.S. 23-901, and when VG-GC&VB or
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sub-contractor executes the appropriate waiver (Sole Proprietor/Independent
grant recipient) form.
4. Professional Liability (Errors and Omissions Liability)
Each Claim
$1,000,000
Annual Aggregate
$2,000,000
a. In the event that the professional liability insurance required by this Agreement
is written on a claims-made basis, VG-GC&VB warrants that any retroactive
date under the policy shall precede the effective date of this Agreement; and that
either continuous coverage will be maintained or an extended discovery period
will be exercised for a period of two (2) years beginning at the time work under
this Agreement is completed.
b. The policy shall cover professional misconduct or lack of ordinary skill for
those positions defined in the Scope of Work of this Agreement.
B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be
endorsed to include, the following provisions:
1. The State, its departments, agencies, boards, commissions, universities and its officers,
officials, agents, and employees wherever additional insured status is required. Such
additional insured shall be covered to the full limits of liability purchased by
VG-GC&VB, even if those limits of liability are in excess of those required by this
Agreement.
2. VG-GC&VB's insurance coverage shall be primary insurance with respect to all other
available sources.
3. Liability of VG-GC&VB under the indemnification provisions of this Agreement shall
not be limited to the coverage provided by VG-GC&VB's insurers.
C. NOTICE OF CANCELLATION: With the exception of (10) day notice of cancellation
for non-payment of premium, any changes material to compliance with this Agreement in
the insurance policies above shall require (30) days written notice to the State. Such notice
shall be sent directly to the Arizona Office of Tourism, 1110 W. Washington St., Suite
155, Phoenix, Arizona 85007 and shall be sent by certified mail, return receipt requested.
D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with duly licensed or
approved non-admitted insurers in the State with an “A.M. Best” rating of not less than A-
VII.
The State in no way warrants that the above-required minimum insurer rating is
sufficient to protect VG-GC&VB from potential insurer insolvency.
E. VERIFICATION OF COVERAGE: VG-GC&VB shall furnish the State with certificates
of insurance (ACORD form or equivalent approved by the State) as required by this
Agreement.
The certificates for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf.
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All certificates and endorsements are to be received and approved by the State before work
commences. Each insurance policy required by this Agreement must be in effect at or prior
to commencement of work under this Agreement and remain in effect for the duration of
the project. Failure to maintain the insurance policies as required by this Agreement, or to
provide evidence of renewal, is a material breach of Agreement.
All certificates required by this Agreement shall be sent directly to the Arizona Office of
Tourism, 1110 W. Washington St., Suite 155, Phoenix, Arizona 85007. The State
project/agreement number and project description shall be noted on the certificate of
insurance. The State reserves the right to require complete, certified copies of all insurance
policies required by this Agreement at any time. DO NOT SEND CERTIFICATES OF
INSURANCE TO THE STATE OF ARIZONA'S RISK MANAGEMENT DIVISION.
F. SUB-CONTRACTORS: VG-GC&VB certificate(s) shall include all sub-contractors as
insureds under its policies or VG-GC&VB shall furnish to the State separate certificates
and endorsements for each sub-contractor.
All coverages for sub-contractors shall be
subject to the minimum requirements identified above.
G. APPROVAL: Any modification or variation from the insurance requirements in this
Agreement shall be made by AOT in consultation with the Department of Administration,
Risk Management Division.  Such action will not require a formal Agreement amendment,
but may be made by administrative action.
H. EXCEPTIONS: In the event VG-GC&VB or sub-contractor(s) is/are a public entity, then
the Insurance Requirements shall not apply. Such public entity shall provide a Certificate of
Self-Insurance.
If
VG-GC&VB or sub-contractor(s) is/are a State agency, board,
commission, or university, none of the above shall apply.
XII. OTHER
It is agreed that the parties to this Agreement have participated fully in the negotiation and
preparation of the Agreement. Any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in interpreting this Agreement. The parties
acknowledge they have been advised by counsel, or have had the opportunity to be advised by
counsel, in the negotiation and execution of the Agreement.
XIII. NOTICES
VG-GC&VB shall address all notices relative to this Agreement to:
Lena Allen
Senior Community Affairs Manager
Arizona Office of Tourism
1110 W. Washington St., Suite 155, Phoenix, Arizona 85007
Email: lallen@tourism.az.gov
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AOT shall address all notices relative to this Agreement to:
Danielle Dutsch
CVB Administrator
Visit Glendale - Glendale Convention & Visitors Bureau
9494 W Maryland Ave, Glendale, AZ 85305
Email: ddutsch@glendaleaz.com
IN WITNESS WHEREOF, the parties hereto agree to execute this Agreement.
THE ARIZONA OFFICE OF TOURISM
Debbie Johnson                               Date
Director
Alix Skelpsa Ridgway                     Date
Senior Director of Government & Community Affairs
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Visit Arizona Initiative Marketing Grant Agreement
CITY OF GLENDALE SIGNATURE PAGE
CITY OF GLENDALE, an Arizona
municipal corporation
ATTEST:
____________________________________
Julie K. Bower,
(SEAL)
City Clerk
APPROVED AS TO FORM:
____________________________________
Michael D. Bailey,
City Attorney
____________________________________
Kevin R. Phelps
City Manager
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