ADOA ELECTRONICS IGA_FINAL VERSION 7.20.22 .PDF
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Douglas A. Ducey Governor Andy Tobin Director ARIZONA DEPARTMENT OF ADMINISTRATION GENERAL SERVICES DIVISION 1400 WEST WASHINGTON, SUITE B200 PHOENIX, ARIZONA 85007 (602) 542-1796 INTERGOVERNMENTAL AGREEMENT BETWEEN THE ARIZONA DEPARTMENT OF ADMINISTRATION AND MARICOPA COUNTY THIS INTERGOVERNMENTAL AGREEMENT, hereinafter referred to as “Agreement” is entered into by and between the Arizona Department of Administration (“ADOA”), an agency of the State of Arizona, and Maricopa County (“County”), a political subdivision of the State of Arizona. The ADOA and County are each singularly referred to as “Party,” collectively, as “Parties.” RECITALS: WHEREAS, the Parties are authorized to enter into this Agreement to exercise common powers pursuant to A.R.S. § 11-952.A.; WHEREAS, ADOA is authorized by A.R.S. § 41-2602 to enter into this Agreement; WHEREAS, County is authorized under A.R.S. § 11-251 to enter into this Agreement; WHEREAS, the Parties desire to contract pursuant to this Agreement to process and dispose of the County Surplus Materials which includes but is not limited to surplus desktops, laptops, servers, switches, audio and video equipment, and other equipment of an electronic nature; WHEREAS, ADOA is subject to the Arizona Procurement Code and rules thereunder, which directs the disposal of Surplus Materials; and WHEREAS, the County is subject to the Maricopa County Procurement Code and A.R.S. § 11- 251(9), which direct the disposal of Surplus Materials. SO, NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS EXPRESSED HEREIN, THE PARTIES AGREE AS FOLLOWS: PURPOSE AND SCOPE: The purpose of this Agreement is to establish the roles and responsibilities of the Parties to facilitate ADOA’s sale of the County’s surplus computers and electronic devices (“County Surplus Materials”). ADOA RESPONSIBILITIES: ADOA will intake, process, and refurbish for sale, the County Surplus Materials as individual units or small groups of units depending on age and condition. ADOA will remove all Maricopa County asset tags or stickers from any equipment received for repurposing. As stated below, Maricopa County is tasked with removing hard drives from every computer delivered to ADOA for processing. The County will be solely responsible for removing all hard drives and other stored information from the County Surplus Materials; ADOA shall have no responsibility for removing all hard drives and other stored information from the County Surplus Materials. All Maricopa County Surplus Materials will be disposed of using an online auction utilized by the State of Arizona. Maricopa County agrees this is an acceptable method for disposal. MARICOPA COUNTY RESPONSIBILITIES: Prior to the delivery to ADOA, the County is responsible for the removal of all data from the County Surplus Materials and with removing all hard drives from every computer included in the County Surplus Materials that is delivered to ADOA for processing. During normal business hours or other hours as the Parties may agree, the County is responsible for transporting and delivering the County Surplus Materials to ADOA at 1537 West Jackson, Phoenix, Arizona 85007. PAYMENT AND PAYMENT TERMS: ADOA will assess the County a fee of 15% of the sales price net of sales tax, with a $50 minimum for each computer and electronic device sold. The monies assessed will be deposited to the State Surplus Materials Revolving Fund pursuant to A.R.S. § 41-2606. ADOA will collect and remit the sales tax associated with the sale of County Surplus Materials to the Arizona Department of Revenue (ADOR) in a manner consistent with ADOR requirements. ADOA will issue an Electronic Funds Transfer (EFT) or check to the County, the month following the month of the completed transaction of County Surplus Materials sales. GENERAL TERMS: 1. Termination for Convenience. Either Party may terminate this Agreement at any time upon thirty (30)-days written notice to the other Party of intent to terminate, with a mutually agreeable transition period. 2. Cancellation. The requirements of A.R.S. § 38-511 apply to this Agreement. Either party may cancel this Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of a party is, at any time while this Agreement or any extension is in effect, an employee, agent or consultant of the other party with respect to the subject matter of this Agreement. 3. Term of Agreement. The initial term of this Agreement shall be one year, commencing on the date of the last Party’s signature affixed to this Agreement, and shall be deemed renewed for successive one (1)-year terms for a total period of five (5) years, unless terminated earlier pursuant to the terms of this Agreement. 4. Indemnification. To the fullest extent permitted by law, each Party shall defend, indemnify, and hold harmless the other Party, and its departments, agencies, boards, commissions, universities, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal injury of any person (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 the indemnifying Party or any of the indemnifying Party’s directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of the indemnifying Party 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 the indemnifying Party from and against any and all Claims. It is agreed that the indemnifying Party will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. This indemnification will survive the termination of this Agreement. 5. Non-Appropriation of Funds. Every payment obligation of the ADOA under this Agreement is conditioned upon the availability of funds appropriated and allocated for the payment of such obligation. If funds are not appropriated, allocated, and available or if the appropriation is changed by the legislature resulting in funds no longer being available for the continuance of this Agreement, this Agreement may be terminated by ADOA or its successor(s) at the end of the period for which funds are available. No liability shall accrue to ADOA or its successor(s) in the event this provision is exercised, and neither ADOA or its successor(s) shall be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. I6. Records Retention. Pursuant to A.R.S. §§ 35-214 and 35-215, the Parties shall retain all records relating to this Agreement for a period of five (5) years after completion of the Agreement. All records shall be subject to inspection and audit by ADOA or the State of Arizona at reasonable times. Upon request, the County shall produce the original of any or all such records at the offices of ADOA. 7. Non-Discrimination. The County shall comply with Executive Order 2009-9, which mandates that all persons, regardless of race, color, religion, sex, age, or national origin shall have equal access to employment opportunities, and all other applicable state and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The County shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. 8. Third-Party Antitrust Violations. The County assigns to ADOA any claim for overcharges resulting from antitrust violations to the extent that such violations concern materials or services supplied by third parties to County toward fulfillment of this Agreement. 9. Arbitration. The Parties agree to resolve all disputes arising out of or relating to this Agreement through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518 except as may be required by other applicable statutes. 10. E-Verify, Records and Audits. Compliance requirements for A.R.S. § 41-4401—immigration laws and E-Verify requirements. a. The County warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with A.R.S. § 23-214. (A). b. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the County may be subject to penalties up to and including termination of the Agreement. c. ADOA retains the legal right to inspect the papers of any employee who works on the Agreement to ensure that the County, its contractors or subcontractors, are complying with the warranty under paragraph 10 (a). In accordance with A.R.S. § 41-4401, the Parties warrant their compliance with all Federal immigration laws and regulations that relate to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). 11. Applicable Law. This Agreement shall be governed and interpreted by the laws of the State of Arizona. This Agreement shall not relieve either of the Parties from any obligation or responsibility imposed on either Party by law. 12. Boycott of Israel. County warrants it is not engaged in a boycott of Israel as defined by A.R.S. § 35-393.01. 13. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matters hereof, and it may be amended, modified, or waived only by an instrument in writing signed by both Parties. 14. Execution. The parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by all parties; each counterpart shall be deemed an original instrument as against the party that has signed it. Counterparts may be executed in ink and transmitted electronically, and/or executed with electronic signatures. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officials on the aforementioned date. ARIZONA DEPARTMENT OF ADMINISTRATION ________________________________________ Authorized Signature, ADOA ________________________________________ ________________ Printed Name Date APPROVAL AS TO FORM AND DETERMINATION THAT THE AGREEMENT IS WITHIN THE POWERS AND AUTHORITY GRANTED UNDER THE LAWS OF ARIZONA TO ADOA. _______________________________ Assistant Attorney General MARICOPA COUNTY ________________________________________ Chairman, Board of Supervisors ________________________________________ ________________ Printed Name Date ATTESTED ________________________________________ Clerk of the Board, Maricopa ________________________________________ ________________ Printed Name Date APPROVAL AS TO FORM AND DETERMINATION THAT THE AGREEMENT IS WITHIN THE POWERS AND AUTHORITY GRANTED UNDER THE LAWS OF ARIZONA TO MARICOPA COUNTY. ________________________________________ Deputy County Attorney, Maricopa Wayne J. Peck Printed Name Date: July 7, 2022