2022-11-17 - SUN CITY PRIDES SUPPORTING SERVICES AGREEMENT.PDF
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Page 1 of 8 AGREEMENT BETWEEN MARICOPA COUNTY AND SUN CITY PRIDES INC. FOR SUPPORT SERVICES PROVIDED WITHIN MARICOPA COUNTY RIGHT-OF-WAY (C-64-23- -X-00) This Agreement (Agreement) is between the County of Maricopa, a political subdivision of the State of Arizona (County), and Sun City PRIDES, Inc., an Arizona nonprofit corporation (PRIDES) and concerns Sun City, a master planned development within Maricopa County, Arizona. The County and the PRIDES are collectively referred to as the Parties or individually as a Party. STATUTORY AUTHORIZATION 1. A.R.S. Section 11-251 and Sections 28-6701 et. seq. authorize the County to lay out, maintain, control and manage public roads within the County. BACKGROUND 2. The County recognizes that the exceptional volunteer work done by the PRIDES organization results in substantial savings for the County, and the County wants to continue supporting the efforts and work of the PRIDES through this Agreement. PURPOSE OF THE AGREEMENT 3. The purpose of this Agreement is to identify the support services provided by the County and the PRIDES in the unincorporated area of Sun City. TERMS OF THE AGREEMENT 4. The Parties shall: 4.1 Meet at least annually to discuss current operations and address any changes to the level of support services provided in this Agreement through an Annual Work Plan signed by the Transportation Department Director and the PRIDES President. 4.2 Give notification of not fewer than thirty (30) days before initiating any changes to the current level of service being provided. DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E Page 2 of 8 5. The County shall: 5.1 Designate one point of contact for the PRIDES to coordinate services provided for in this Agreement. 5.2 Review all landscaping plans submitted by the PRIDES and provide comments within ten (10) days. 5.3 Issue no-cost permits to the PRIDES for any work performed within County right-of-way and requiring a permit under Paragraph 7.3 in this Agreement. 5.4 Incur all costs associated with two (2) members of the PRIDES becoming Certified Applicators for weed spraying, including costs of renewing such certification. 5.5 Provide the following items and services to the PRIDES for work performed in County right-of-way under this Agreement: 5.5a Personal protective equipment, including but not limited to plastic bags for debris removal, safety vests, and gloves; 5.5b Paint for hand rails and trees; 5.5c Irrigation supplies; 5.5d Traffic control for the PRIDES’ Saturday cleaning events and other similar events; 5.5e Installation of irrigation systems as planned and budgeted for; 5.5f Assistance to the PRIDES in planting trees and bushes, as able; and 5.5g Removal of plastic bags and other debris placed in designated areas for County pick up and disposal. 6. The PRIDES shall: 6.1 Designate one point of contact to coordinate services provided for in this Agreement. 6.2 Submit scaled landscaping plans prior to planting anything in County right- of-way. The plans shall show that trees and bushes will not be planted within intersection sight triangles or clear zones. 6.3 Apply for no-cost permits before planting or removing anything in County right-of-way. DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E Page 3 of 8 6.4 Ensure two (2) members are current Certified Applicators for weed spraying. 6.5 Perform the following maintenance activities within County right-of-way under this Agreement: 6.5a Planting trees and plants, as approved by the County; 6.5b Tree trimming; 6.5c Tree trunk white-washing (paint treatment); 6.5d Stripping fruit from citrus trees; 6.5e Graffiti removal; 6.5f Weed spraying by Certified Applicators; 6.5g Irrigation system maintenance; 6.5h Tree fertilizing; 6.5i Tree removal; 6.5j Tree washing; 6.5k Handrail painting; and 6.5l Trash and debris pickup. 6.6 Not use County-provided supplies for work performed outside of the County right-of-way or for work not authorized under this Agreement. 6.7 Require any contractors hired by the PRIDES to perform work within County right-of-way to be licensed, bonded, and insured. GENERAL TERMS AND CONDITIONS 7. To the extent permitted by law, each Party will indemnify, defend and save the other Party harmless, including any of the Party’s departments, agencies, officers, employees, elected officials or agents, from and against all liability, loss, expense, damage or claim of any nature whatsoever which is caused by any activity, condition or event arising out of the performance or nonperformance by the indemnifying Party of any of the provisions of this Agreement, including but not limited to injuries or death of persons or damages to or destruction of property. In the event of an action, the damages which are the subject of this indemnity shall include costs, expenses of litigation and reasonable attorney’s fees. DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E Page 4 of 8 8. This Agreement shall become effective as of the date it is executed by all the governing bodies of the Parties and shall remain in full force and effect until all stipulations previously indicated have been satisfied, 9. This Agreement may be amended only upon written Agreement by all Parties. 10. This Agreement is subject to the provisions of A.R.S. § 38-511. 11. The Parties warrant that they are in compliance with A.R.S. § 41-4401 and further acknowledge that: 11.1 Any contractor or subcontractor who is contracted by a Party to perform work on the Project shall warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214(A) and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer. 11.2 Any breach of the warranty shall be deemed a material breach of this agreement of which breaching party may be liable for penalties including termination of the agreement. 11.3 The Parties retain the legal right to inspect the papers of any contractor or subcontractor employee who works on the Project to ensure that the contractor or subcontractor is complying with the warranty above and that the contractor agrees to make all papers and employment records of said employee available during normal working hours in order to facilitate such an inspection. 11.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 12. Any contractor or subcontractor who engages in for-profit activity and has 10 or more employees, if the value of the contract is a minimum of $1,000,000, certify it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 13. Each Party to this Agreement warrants that neither it nor any contractor or vendor under contract with the Party to provide goods or services toward the accomplishment of the objectives of this Agreement is suspended or debarred by any federal agency which has provided funding that will be used in the Project described in this Agreement. 14. Prides warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use: DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E Page 5 of 8 a. the forced labor of ethnic Uyghurs in the People's Republic of China. b. any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. c. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Prides becomes aware during the term of the Agreement that the Prides is not in compliance with this paragraph, the Prides shall notify the County within five business days after becoming aware of the noncompliance. Failure of Prides to provide a written certification that the Prides has remedied the noncompliance within one hundred eighty (180) days after notifying the public entity of its noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. 15. It shall be a material breach of this Agreement for a Party to fail to observe or perform any of the material covenants, conditions or provisions of this Agreement, where such failure shall continue for a period of thirty (30) days after the non- defaulting Party provides the defaulting Party with written notice of such failure; provided, however, that such failure shall not be a Default if the defaulting Party has commenced to cure the Default within such thirty (30) day period and thereafter is diligently pursuing such cure to completion. The total aggregate cure period shall not exceed ninety (90) days unless the Parties otherwise agree in writing. In the event of Default, the non-defaulting Party, at its option, may terminate this Agreement without waiving any available remedies at law or in equity. 16. All notices required under this agreement to be given in writing shall be sent to: County: Maricopa County Department of Transportation Attn: Intergovernmental Relations Branch 2901 W. Durango Street Phoenix, Arizona 85009 PRIDES: Sun City PRIDES, Inc. Attn: President Post Office Box 1463 Sun City, Arizona 85372 Either Party may by written notice to the other specify a different address for notice. All notices required or permitted by this Agreement or applicable law shall be in writing and may be delivered in person (by hand or courier) or may be sent by DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E Page 6 of 8 regular or certified mail or U.S. Postal Service Express Mail, with postage prepaid, or by commercial delivery service performed with receipt. Any notice sent by certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail, the notice shall be deemed given 72 hours after the notice is addressed as required in this paragraph and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight delivery service that guarantees next day delivery shall be deemed given 24 hours after delivery of the notice to the Postal Service or courier for delivery. 17. Any funding provided for in this Agreement, other than in the current fiscal year, is contingent upon being budgeted and appropriated by the governing bodies of the Parties in such fiscal year. 18. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the party drafting this Agreement. 19. The waiver by any Party of any right granted to it under this Agreement is not a waiver of any other right granted under this Agreement, nor may any waiver be deemed to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived. 20. Except as otherwise provided in this Agreement, all covenants, agreements, representations and warranties set forth in this Agreement or in any certificate or instrument executed or delivered pursuant to this Agreement shall survive the expiration or earlier termination of this Agreement for a period of one (1) year. 21. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Electric signatures are acceptable as original signatures. 22. The Parties will execute and/or deliver to each other such other instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be performed by such Party pursuant to this Agreement. 23. The venue for any claim arising out of or in any way related to this Agreement shall be Maricopa County, Arizona. 24. This Agreement shall be governed by the laws of the State of Arizona. End of Agreement - Signature Page Follows DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E Page 7 of 8 IN WITNESS WHEREOF, the Parties have executed this Agreement. SUNCITY PRIDES, INC. Approved and Accepted by: John Terko Date President Attest by: Rosie Swain Date Secretary DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E 11/17/2022 11/15/2022 Page 8 of 8 IN WITNESS WHEREOF, the Parties have executed this Agreement. MARICOPA COUNTY Recommended by: Jennifer Toth, P.E. Date Transportation Director Approved and Accepted by: Chairman Date Board of Supervisors Attest by: Clerk of the Board Date APPROVAL OF DEPUTY COUNTY ATTORNEY The foregoing Agreement has been reviewed pursuant to A.R.S. § 11-952, as amended, by the undersigned Deputy County Attorney, who has determined that it is in proper form and within the powers and authority granted to the Board of Supervisors under the laws of the State of Arizona. Deputy County Attorney Date DocuSign Envelope ID: 93971389-AC4A-438F-8891-071007FBEB3E 11/15/2022 11/16/2022