TOWN OF WICKENBURG IGA.PDF

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Town of Wickenburg IGA  
 
INTERGOVERNMENTAL AGREEMENT 
BETWEEN 
MARICOPA COUNTY 
ADMINISTERED BY ITS 
HUMAN SERVICES DEPARTMENT 
AND 
TOWN OF WICKENBURG 
 
County Contract No.: C-22-22-114-X-00 
Contract Amount: $60,000 
 
Agreement Start Date: July 1, 2022 
Agreement Termination Date: June 30, 2023 
UEI #:  YLHFG1QM91U8 
 
1.0 
PARTIES 
This Intergovernmental Agreement (“Agreement”) is between the Town of Wickenburg 
(“Contractor”) and Maricopa County (“County”) administered by its Human Services 
Department, Community Services Division (“Department”). The County and the Contractor 
collectively are referred to as the “Parties” and individually as the “Party.”  
 
2.0 
PURPOSE 
2.1 
The Parties’ goal is to address gaps in the social service delivery infrastructure as 
identified and prioritized in the County’s needs assessment.  
2.2 
County shall provide funding for social services navigation and support services, 
which includes but is not limited to food accessibility, senior center programming, 
and other social services for Town of Wickenburg residents.   
 
3.0 
BACKGROUND 
3.1 
Maricopa County is a designated Community Action Agency, authorized under the 
federal Community Services Block Grant (CSBG) Act to address the causes and 
conditions of poverty in local areas. The Maricopa County Human Services 
Department/Community Services Division (MCHSD/CSD) administers the 
Community Action Program activities, the primary purpose of the CSD is to provide 
a range of programs or services that are intended to:  
3.1.1 pursue the reduction of poverty,  
3.1.2 the revitalization of low-income communities; and  
3.1.3 the empowerment of low-income families and individuals to become fully 
self-sufficient.  
 
4.0 
TERM OF AGREEMENT 
4.1 
The initial term of this Agreement is listed on page one of this Agreement. 
4.1 
This Agreement shall be effective upon approval and signature by both Parties. 
4.2 
The Agreement may be extended upon written Agreement approved and signed 
by both Parties. The Agreement may be extended as many times as is desirable, 
but each extension may not exceed the duration of the previous Agreement. 
 
5.0 
AMENDMENTS 
Any changes to this Agreement shall be by a written amendment signed by both parties.

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Town of Wickenburg IGA  
6.0 
ADMINISTRATIVE CHANGE ORDERS AND ADDENDA 
6.1 
The Chairman of the Board of Supervisors is authorized upon the recommendation 
of the Human Services Department Director and Legal Counsel to make changes 
within the general scope of the Agreement on behalf of the County through 
Administrative Change Orders and/or Addenda. Administrative Change or Addenda 
shall be approved and fully executed by the Chairman of the Board of Supervisors 
and the Contractor.  
6.2 
Administrative Change Orders may address any of the following areas: 
6.2.1 
Modifications to the project timeline if the last day of the project timeline is 
within the Agreement term; 
6.2.2 
Modifications to Budget line items if the Agreement Amount remains 
unchanged; 
6.2.3 
Modifications required by federal, state, or County regulations, ordinances, 
or policies; and 
6.2.4 
Modifications to Administrative requirements such as changes in reporting 
periods, frequency of reports, or report formats required by local regulations, 
policies, or requirements. 
6.3 
Addenda may address the addition of report templates to be added to the 
Agreement. 
 
7.0 
AVAILABILITY OF FUNDS 
7.1 
The provisions of this Agreement relating to the payment for services shall become 
effective when funds assigned for the purpose of compensating the Contractor, as 
provided in this Agreement, actually are available to the County for disbursement. 
The County shall be the sole authority in determining the availability of funds under 
this Agreement and the County shall keep the Contractor fully informed as to the 
availability of funds. 
7.2 
If any action is taken by any federal, state, local agency, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligation under, or in 
connection with, this Agreement, then the Parties may amend, suspend, decrease, 
or terminate their obligations under, or in connection with, this Agreement. In the 
event of termination, the Parties shall be liable for payment only for services 
rendered prior to the effective date of the termination, provided that such services 
performed are in accordance with the provisions of this Agreement. The Parties 
shall give written notice of the effective date of any suspension, amendment, or 
termination under this section at least ten (10) calendar days in advance. 
 
8.0 
RESPONSIBILITIES OF ORGANIZATIONS 
8.1 
The County shall: 
8.1.1 Partner with the Contractor to support social services navigation; 
8.1.2 Partner with the Contractor to navigate the support food distribution and 
senior center programming to meet the needs of local residents; 
8.1.3 Provide signage and flyers to promote services and direct clients to 
application portal; and 
8.1.4 Provide training and technical assistance. 
 
8.2 
The Contractor shall: 
8.2.1 Provide workspace at a designated facility to provide the services identified 
in this Agreement;   
8.2.2 Provide computers and equipment for residents to apply for crisis case 
management services;

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Town of Wickenburg IGA  
8.2.3 Direct clients to HSD Dynamic portal application system for access to 
services;  
8.2.4 Navigate and assist clients in their efforts to submit applications and 
eligibility documents for support services; 
8.2.5 Provide internet connection; 
8.2.6 Provide navigation to clients in the areas including but not limited to: 
8.2.6.1 Rental and utility crisis assistance; 
8.2.6.2 Workforce development services, including job seeker services. 
This navigation includes warm referrals to County Workforce 
Development staff in the Town of Wickenburg who are located at 
the Library; 
8.2.6.3 Senior center programming, including congregate meals; 
8.2.6.4 Food box provision through the food bank; and 
8.2.6.5 Homeless navigation to County Street Outreach program. 
8.2.7 Work cooperatively with County staff to improve efficiency, effectiveness, 
and the coordination of services; and 
8.2.8 Submit invoices as detailed in Section 21.0. 
8.2.9 Submit programmatic reports to the County quarterly, which include the 
following metrics: 
8.2.9.1 Demographics 
8.2.9.1.1 Contractor shall submit a quarterly demographic report 
from the initial intake application which shall include but 
not be limited to: gender, age, race, military status, 
education level, and disability status.  
8.2.9.2 Program Measures 
8.2.9.2.1 Contractor shall submit quarterly program performance 
reports, consistent with the Community Services Block 
Grant (CSBG) and the Results Oriented Management 
and Accountability (ROMA) report. The report template 
will be provided as an addendum to this agreement. The 
National Performance Indicators (NPI) that may be 
reported shall include but not limited to: employment, 
referrals, nutrition and food/meals, i.e, food boxes, bags 
of groceries, prepared meals.  
8.2.9.2.2 Target numbers will be submitted no later than July 
30,2022 
 
9.0 
BACKGROUND CHECKS FOR EMPLOYMENT THROUGH CENTRAL REGISTRY 
The Contractor shall ensure: 
9.1 
Background checks are conducted on all individuals providing direct services to 
children or vulnerable adults, the following shall apply: 
9.1.1 The provisions of A.R.S. § 8-804 (as may be amended) are hereby 
incorporated in its entirety as provisions of the Contract. 
9.1.2 Contractor shall request ADES to conduct Central Registry Background 
Checks on behalf of employees. The information contained in the Central 
Registry will be used as a factor to determine qualifications for positions 
that provide direct service to juveniles or vulnerable adults as follows: 
9.1.2.1 Any person, their employees or volunteers who apply for a contract 
with MCHSD; or 
9.1.2.2 All employees of the Contractor; or

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9.1.2.3 A subcontractor of the Contractor and the subcontractor’s 
employees; and 
9.1.2.4 Prospective employees of the Contractor or its subcontractor at the 
request of the prospective employer. 
9.1.3 Volunteers who provide direct services to children or vulnerable adults shall 
have a Central Registry Background Check which is to be used as a factor 
to determine qualifications for volunteer positions. 
9.1.3.1 A person who is disqualified because of a Central Registry 
Background Check may apply to the Board of Fingerprinting for a 
Central Registry exception pursuant to A.R.S. § 41-619.57. A 
person who is granted a Central Registry exception pursuant to 
A.R.S. § 41-619.57 is not entitled to a contract, employment, 
licensure, certification, or other benefit because the person has 
been granted a Central Registry exception. 
9.1.3.2 Before being employed or volunteering in a position that provides 
direct services to children or vulnerable adults under this Contract, 
persons shall certify on forms provided by ADES whether an 
allegation of abuse or neglect was made against them and was 
substantiated. The completed forms are to be maintained as 
confidential. 
9.1.4 A person awaiting receipt of the Central Registry Background Check may 
provide direct services to clients after completion and submittal of the Direct 
Service Position certification form if the certification states: 
9.1.4.1 The person is not currently the subject of an investigation of child 
abuse or neglect in Arizona or another state or jurisdiction; and 
9.1.4.2 The person has not been the subject of an investigation of child 
abuse or neglect in Arizona, or another state or jurisdiction, which 
resulted in a substantiated finding. 
9.1.5 If the Central Registry Background Check specifies any disqualifying act 
and the person does not have a Central Registry exception, the person 
shall be prohibited from providing direct services to program participants. 
9.1.6 The Contractor shall maintain the Central Registry Background Check 
results and any related forms or documents in a confidential file for five (5) 
years after termination of the Contract. 
9.1.7 The Contractor shall require each employee to complete and sign the 
Direct Service Position form and retain in a confidential file for five (5) years 
after termination of the Contract. 
9.1.7.1 The Request for Search of Central Registry for Background Check 
form and the Direct Service Position form can be found at: 
https://des.az.gov/documents-center In the Document Center 
“Filter by Category” Select “Aging” and click on “Search”. Document 
Number “AAA-1344A” “Direct Service Position”. 
9.1.7.2 Download forms, complete for each employee and submit to 
Arizona Department of Economic Security Division of Aging and 
Adult Services as instructed on the forms. 
9.1.8 Upon request the Contractor shall make available valid Background Check 
information to County. 
 
10.0 
FINGERPRINTING 
10.1 
Contractor shall comply with, and shall ensure that all Contractor’s employees, 
independent contractor, subcontractors, volunteers, and other agents comply with,

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all applicable (current and future) legal requirements relating to fingerprinting, 
fingerprinting clearance cards, certification regarding pending or past criminal 
matters, and criminal records checks that relate to contract performance. 
10.1.1 Applicable legal requirements relating to fingerprinting, certification, and 
criminal background checks may include, but not limited, to the following: 
A.R.S. § 36-594.01, 36-3008, 41-1964, and 46-141. All applicable legal 
requirements relating to fingerprinting, fingerprint clearance cards, 
certification regarding pending or past criminal matters, and criminal 
records checks are hereby incorporated in their entirety as provisions of 
this Contract. The Contractor is responsible for knowing which legal 
requirements relating to fingerprinting, fingerprint clearance cards, 
certifications regarding pending or past criminal matters, and criminal 
records checks relate to contract performance. 
10.1.2 To the extent A.R.S. § 46-141 is applicable to contract performance or the 
services provided under the Contract, the following provisions apply: 
10.1.2.1 
Personnel who are employed by the Contractor, whether 
paid or not, and who are required or allowed to provide services 
directly to juveniles or vulnerable adults shall have a valid fingerprint 
clearance card or shall apply for a fingerprint clearance card within 
seven (7) working days of employment. 
10.1.2.2 
Except as provided in A.R.S. § 46-141, the Contract may be 
cancelled or terminated immediately if a person employed by the 
Contractor and who has contact with juveniles certifies pursuant to 
the provisions of A.R.S § 46-141 (as may be amended) that the 
person is awaiting trial or has been convicted of any of the offenses 
listed therein in the State, or of acts committed in another state that 
would be offenses in this State, or if the person does not possess 
or is denied issuance of a valid fingerprint clearance card. 
10.1.2.3 
Upon request the Contractor shall make available valid 
Fingerprint information to County. 
 
11.0 
SYSTEM FOR AWARD MANAGEMENT 
11.1 
The Contractor must register in System for Award Management (SAM) 
www.sam.gov/SAM/ (a database of basic business information for Contractors), 
and obtain a Unique Entity Identifier (UEI) number through 
http://fedgov.dnb.com/webform.  
11.2 
The Contractor must remain current with their registration throughout the term of 
the Agreement.  
11.3 
For additional information on System for Award Management (SAM) and, UEI use 
this link: https://www.sam.gov/SAM/pages/public/generalInfo/aboutSAM.jsf  
 
12.0 
NON-DISCRIMINATION 
12.1 
Contractor shall comply with the following federal regulations: 
12.1.1 Title VII of the Civil Rights Act of 1964, as amended; 
12.1.2 Age Discrimination in Employment Act; 
12.1.3 Rehabilitation Act of 1973, as amended, which prohibits discrimination in 
the employment or advancement in employment of qualified persons 
because of physical or mental handicap; 
12.1.4 The Fair Labor Standards Act of 1938, as amended;

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12.1.5 Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits 
of or participation in contract services on the basis of race, color, or national 
origin; 
12.1.6 Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits 
discrimination on the basis of disability in delivering contract services; 
12.1.7 Title II of the Americans with Disabilities Act, and the Arizona Disability Act, 
which prohibit discrimination on the basis of physical or mental disabilities 
in the provision of contract programs, services and activities. 
 
13.0 
NON-LIABILITY 
Neither party and their respective agents, representatives, officials, officers, directors, 
employees, volunteers, departments, agencies, boards, and commissions shall be liable for 
any act or omission by the other party or any and all of its agents, representatives, officials, 
officers, 
directors, 
employees, 
volunteers, 
agencies, 
boards, 
commissions, 
or 
Subcontractors occurring in the performance of this Agreement, nor shall either party and 
their respective agents, representatives, officials, officers, directors, employees, volunteers, 
departments, agencies, boards, and commissions be liable for purchases, Subcontract, or 
agreements made by the other party or any and all of its agents, representatives, officials, 
officers, 
directors, 
employees, 
volunteers, 
agencies, 
boards, 
commissions, 
or 
subcontractors in connection with this Agreement. 
 
14.0 
RECIPROCAL INDEMNIFICATION  
Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party 
(as “Indemnitee”) from and against all claims, losses, liability, costs, or expenses (including 
reasonable attorneys’ fees, expert witnesses’ fees and other litigation costs) (hereinafter 
collectively referred to as “Claims”) arising out of bodily injury (including death) of any person 
or property damage, but only to the extent that such claims, which result in vicarious liability 
to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault 
of the Indemnitor, its officers, officials, agents, employees, or volunteers. 
 
15.0 
INSURANCE 
15.1 
The Contractor as a public entity is exempt from the Insurance requirements but 
shall provide a Certificate of Insurance. 
15.2 
The Contractor shall ensure the Insurance thresholds are met: 
15.2.1 Commercial Umbrella a limit of no less than $1,000,000 for each occurrence 
15.2.2 General Aggregate Limit $2,000,000 
15.2.3 Workers’ Compensation a limit of no less than $1,000,000 for each accident 
15.2.4 Sexual Molestation and Physical Abuse not less than $,000,000 per 
occurrence and $3,000,000 aggregate. 
 
16.0 
SEVERABILITY 
Any provision of this Agreement that is determined to be invalid, void, or illegal by a court 
shall in no way affect, impair, or invalidate any other provision of this Agreement, and the 
remaining provisions shall remain in full force and effect. 
 
17.0 
AUDIT REQUIREMENTS 
In accordance with A.R.S. §9‑481, the Contractor shall, at its own expense, file with the 
County by March 31st of each Agreement year, either: 
17.1 
Audited financial statements prepared in accordance with federal single audit 
requirements; or

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17.2 
Financial statements prepared in accordance with generally accepted accounting 
principles audited by an independent certified public accountant; or 
17.3 
A Comprehensive Annual Financial Report, prepared in accordance with generally 
accepted accounting principles audited by an independent certified public 
accountant. 
 
18.0 
AUDIT DISALLOWANCES 
18.1 
The Contractor shall, upon written notice, reimburse the County for any payments 
made under this Agreement that are disallowed by a federal, state, or County audit 
in the amount of the disallowance. Court costs and attorney and expert fees 
incurred will be specifically identified as applicable to the recovery of the disallowed 
costs in question. 
18.2 
If the County determines that a cost for which payment has been made is a 
disallowed cost, then the County will notify the Contractor in writing of the 
disallowance and the required course of action, which shall be at the option of the 
County, either to adjust any future claim submitted by the Contractor by the amount 
of the disallowance or to require immediate repayment of the disallowed amount 
by the Contractor issuing a check payable to the County. 
 
19.0 
DEFAULT AND REMEDIES FOR NONCOMPLIANCE 
19.1 
Notwithstanding anything to the contrary, this Paragraph shall not be deleted or 
superseded by any other provision of this Agreement. 
19.2 
This Agreement may be terminated by the County upon twenty-four (24) hour 
notice if the Contractor defaults by failing to perform any objective or breaches any 
obligation under this Agreement, or any event occurs that jeopardizes the 
Contractor’s ability to perform any of its obligations under this Agreement. The 
County reserves the right to have service provided by persons other than the 
Contractor if the Contractor is unable or fails to provide required services within 
the specified time frame in the work statement. 
19.3 
Failure to comply with the requirements of this Agreement and all the applicable 
federal, state, or local laws, rules, and regulations may result in suspension or 
termination of this Agreement, the return of unexpended funds (less just 
compensation for work satisfactorily completed that, to date, has not been paid), 
the reimbursement of funds improperly expended, or the recovery of funds 
improperly acquired. Noncompliance includes, but is not limited to: 
19.3.1 Non-performance of any obligations required by this Agreement. 
19.3.2 Noncompliance with any applicable federal, state, or local laws, rules or 
regulations, including guidelines, policies, or directives. 
19.3.3 Unauthorized expenditure of funds. 
19.3.4 Noncompliance with applicable financial record requirements, accounting 
principles, or standards established by OMB Uniform Guidance 2 C.F.R. § 
200. 
19.3.5 Noncompliance with recordkeeping, record retention, or reporting 
requirements. 
19.4 
Notwithstanding the suspension or termination of this Agreement, or the final 
determination of the proper disposition of funds, the Contractor shall, without intent 
to limit or with restrictions, be subject to the following: 
19.4.1 All awards of funding shall be immediately revoked, and any approvals 
related to the project described in the Agreement, shall be deemed revoked 
and canceled. Thereby, any entitlements to compensation after suspension 
or termination of this Agreement are similarly revoked and unavailable.

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19.4.2 Not be relieved of any liability or responsibility associated with the 
responsibilities of the Contractor. 
19.4.3 Acknowledge that suspension or termination of this Agreement does not 
affect or terminate any rights against the Contractor at the time of 
suspension or termination, or that may accrue later. Nothing herein shall 
be construed to limit or terminate any right or remedy available under 
Agreement or rule. 
19.4.4 Waiver of a breach or default of any term, covenant, or condition of this 
Agreement or any federal, state, or local law, rule, or regulation shall not 
operate as a waiver of any subsequent breach of the same or any other 
term, covenant, condition, law, rule, or regulation. 
19.4.5 The Contractor shall, upon notice or with knowledge obtained by itself or 
others, take any and all proactive actions necessary, and provide any and 
all applicable remedies to address and correct any act by itself, and any 
and all of its agents, representatives, officers, officials, directors, 
employees, volunteers, successors, assigns, or Subcontractors that 
resulted in any wrongdoing (intentional or unintentional); misuse or 
misappropriation of funds; the incorrect or improper disposition of funds; 
any violation of any federal, state, or local law, rule, or regulation; or the 
breach of any certification or warranty provided in this Agreement. 
 
20.0 
COMPETITIVE BIDDING 
20.1 
If the Contractor is authorized to purchase supplies and equipment itemized in the 
Agreement for utilization in the delivery of contract services, Contractor shall procure 
all such supplies and equipment at the lowest practicable cost and shall purchase 
all non-expendable items having a useful life of more than one (1) year and an 
acquisition cost of $1,000 or more, through generally accepted and reasonable 
competitive bidding processes. Any procurement in violation of this provision shall 
be considered a financial audit exception. 
20.2 
Contractor’s own bidding procedures shall govern, as long as the procurement 
practices comport with federal law. 
20.3 
The Contractor shall maintain an accessible written procurement manual. 
 
21.0 
COST REIMBURSEMENT  
21.1 
Funding Sources for this Agreement are provided by the following Assistance 
Listing Number (ALN): government-wide collection of Federal programs, projects, 
services, and activities that provide assistance or benefits to the American public. 
The ALN contains financial and nonfinancial assistance programs administered by 
departments and establishments of the Federal government. Activities and 
Programs to be administered under this Agreement shall be funded through ALN 
funds: 93.569 Community Services Block Grant (CSBG) 
21.2 
The County shall reimburse the Contractor for all allowable costs associated with 
the performance of work and the provision of services under the Agreement; 
21.3 
The Contractor shall submit a monthly invoice by the 10th business day of the 
month. 
21.3.1 Invoices shall be submitted to HSDFINANCE@MARICOPA.GOV; 
21.3.2 Sufficient backup shall also be attached to the Claim, such as a General 
Ledger or detailed Expenditure Report, with the included charges circled or 
highlighted. 
21.3.3 The Contractor shall submit June’s invoice no later than the 15th of July of 
that same year;

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21.3.4 Should the County discover a disallowance in the invoice, the following 
shall apply: 
21.3.4.1 
Contractor shall be notified and given the opportunity to 
submit a revised invoice; or  
21.3.4.2 
Invoice 
will 
be 
processed 
for 
payment 
without 
reimbursement for the disallowed costs; 
21.3.4.3 
If the Contractor protests the amount or the reasons for a 
disallowance, the Contractor shall submit a letter to County staff 
requesting a reevaluation of the submitted invoice within a 
reasonable amount of time. 
21.3.4.4 
If the Contractor is dissatisfied with the outcome of the 
invoice reevaluation, a protest can be submitted to the Maricopa 
County Human Services Director. If the issue is not resolved, the 
Contractor may initiate a dispute in accord with the Maricopa 
County Procurement Code dispute procedures. 
21.4 
The County shall reimburse the Subrecipient on a net “0” payment standard. 
 
22.0 
TERMINATION  
22.1 
Under A.R.S. §38-511, either Party may cancel this Agreement without penalty or 
further obligation within three years after execution of this Agreement if any person 
significantly involved in initiating, negotiating, securing, drafting, or creating this 
Agreement on behalf of the County other Party is, at any time while this Agreement 
or any extension of this Agreement is in effect, an employee or agent of any other 
party to the Agreement in any capacity or consultant to any other party of the 
Agreement with respect to the subject matter of the Agreement. Additionally, under 
A.R.S § 38-511, either Party may recoup any fee or commission paid or due to any 
person significantly involved in initiating, negotiating, securing, drafting, or creating 
this Agreement on behalf of the Other Party from any other party to this Agreement 
arising as the result of this Agreement. 
22.2 
Either Party may terminate this Agreement at any time by giving the other Party at 
least sixty (60) calendar days prior notice in writing (unless terminated by the Board 
of Supervisors under the Availability of Funds provision). The notice shall be given 
by either mail or via email to the persons listed Paragraph 23.0 (Notices) of this 
Agreement. 
22.3 
This Agreement may be terminated by mutual written Agreement of the Parties 
specifying the termination date therein. 
22.4 
County or Contractor has the right to terminate this Agreement upon twenty-four (24) 
hour notice when County determines that the health or welfare of the service 
recipients are endangered. If not terminated by one of the above methods, then this 
Agreement shall terminate upon the expiration of the term stated on page one of this 
Agreement or expiration of any extended term described in Paragraph 5.0 
(Amendments). 
 
23.0 
NOTICES 
Notifications and communications concerning this Agreement shall be directed to the 
following: 
 
County: 
Cathy Chiang  
Assistant Director, Community Services 
Division 
Town of Wickenburg: 
Stephen Erno, Town Manager 
Town of Wickenburg 
155 N. Tegner St.

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Town of Wickenburg IGA  
Maricopa 
County 
Human 
Services 
Department 
234 North Central Avenue, Suite 3000 
Phoenix, Arizona 85004 
Telephone: 602-506-4206 
cathy.chiang@maricopa.gov 
Wickenburg, AZ 85390 
Telephone: 928-684-5451 
serno@wickenburgaz.org  
 
24.0 
EMPLOYMENT DISCLAIMER   
24.1 
This Agreement is not intended to constitute, create, give rise to, or otherwise 
recognize a joint venture Agreement, partnership, or other formal business 
association or organization of any kind, and the rights and obligations of the Parties 
shall be only those expressly set forth in this Agreement. 
24.2 
Except as provided in Paragraph 24.4, the Contractor agrees that no individual 
performing under this Agreement on behalf of Contractor may be considered a 
County agent, employee, or representative and that no rights of County civil service, 
County retirement, or County personnel rules shall accrue or apply to any such 
individual. Contractor shall have total responsibility for all salaries, wages, bonuses, 
retirement, 
withholdings, 
workers’ 
compensation, 
occupational 
disease 
compensation, unemployment compensation, other employee benefits, and all taxes 
and premiums appurtenant thereto concerning such individuals, and Contractor 
shall indemnify, defend and hold harmless County with respect to the foregoing. 
24.3 
County agrees that no individual performing under this Agreement on behalf of 
County may be considered a Contractor agent, employee, or representative and that 
no rights of Contractor civil service, Contractor retirement, or Contractor personnel 
rules shall accrue or apply to any such individual. County shall have total 
responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ 
compensation, occupational disease compensation, unemployment compensation, 
other employee benefits, and all taxes and premiums appurtenant thereto 
concerning such individuals and County shall indemnify, defend and hold harmless 
Contractor with respect to the foregoing. 
24.4 
For purposes of workers’ compensation, an employee of a Party to this Agreement, 
who works under the jurisdiction or control of, or who works within the jurisdictional 
boundaries of another Party pursuant to this Agreement, is deemed to be an 
employee of both the Party who is the primary employer and the Party under whose 
jurisdiction or control or within whose jurisdictional boundaries she is then working, 
as provided in A.R.S. §23-1022(D). The primary employer of such employee shall 
be solely liable for payment of workers’ compensation benefits for the purposes of 
this section. Each Party herein shall comply with the provisions of A.R.S. §23-
1022(E) by posting the notice required. 
 
25.0 
SAFEGUARDING OF PARTICIPANT INFORMATION 
The use or disclosure by either Party of any information concerning an applicant for, or 
recipient of, service under this Agreement is directly limited to the conduct of this Agreement. 
County and Contractor and any and all of its agents, representatives, officials, officers, 
directors, employees, volunteers, departments, agencies, boards, committees, and 
commissions shall safeguard the confidentiality of this information, just as they would 
safeguard their own confidential information.  
 
26.0 
COMPLIANCE WITH APPLICABLE LAWS 
26.1 
Each Party to this Agreement shall comply with all applicable laws, ordinances, 
resolutions, executive orders, rules, regulations, standards, and codes of the

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Town of Wickenburg IGA  
federal, state, and local governments whether specifically referenced in this 
Agreement. Specifically, the following apply: 
26.1.1 Unless exempt under federal law, Each Party shall comply with Title VII of 
the Civil Rights Act of 1964, as amended, the Age Discrimination in 
Employment Act, and State Executive Order No. 75-5, as updated in State 
Executive Order No. 99-4 (Executive Order No. 2009-09 superseded 
Executive Order No. 99-4 and amended Executive Order No. 75-5), which 
mandates that all persons, regardless of race, color, religion, sex, age, 
national origin, or political affiliation, shall have equal access to 
employment opportunities. The Parties shall comply with the Rehabilitation 
Act of 1973, as amended, which prohibits discrimination in the employment 
of qualified persons because of physical or mental disability. The Parties 
shall comply with the requirements of the Fair Labor Standards Act of 1938, 
as amended. 
26.1.2 Each Party to this Agreement shall comply with Title VI of the Civil Rights 
Act of 1964, which prohibits the denial of benefits of, or participation in, 
contract services on the basis of race, color, or national origin. The Parties 
shall comply with the requirements of Section 504 of the Rehabilitation Act 
of 1973, as amended, which prohibits discrimination on the basis of 
disability, in delivering contract services; and with Title II of the Americans 
with Disabilities Act, and the Arizona Disability Act, which prohibits 
discrimination on the basis of physical or mental disabilities in the provision 
of contract Programs, services, and activities. 
26.1.3 Each Party to this Agreement shall not discriminate upon the basis of race, 
color, creed, religion, ancestry, national origin, sex, gender, sexual 
orientation, gender identity, disability, age, marital status or status with 
regard to the benefits of, or participation in, or use of the Programs, 
services, and activities. 
26.1.4 Each Party warrants that it is in compliance with A.R.S. § 41-4401 and 
further acknowledges that: 
26.1.4.1 
Each Party and their vendors, if any, warrant their compliance 
with all federal immigration laws and regulations that relate to 
their employees and their compliance with A.R.S. § 23-214; 
26.1.4.2 
A breach of a warranty under this Section 17.1.4 shall be 
deemed a material breach of this Agreement that is subject to 
penalties up to and including termination of this Agreement; and 
26.1.4.3 
Each Party retains the legal right to inspect the papers of any 
contractor or (sub)contractor or vendor employee who works on 
this Agreement to ensure that the other Party is complying with 
the warranty provided under the subsections listed above and 
that each Party agrees to make all papers and employment 
records of such employee(s) available during normal working 
hours in order to facilitate such an inspection; 
 
27.0 
ASSIGNABILITY AND SUBCONTRACTING 
No rights, liabilities, obligations, or duties under this Agreement may be assigned, 
delegated, or subcontracted, in whole or part, without the prior written approval of each 
Party. The other Party shall bear all liability under this Agreement, even if it is assigned, 
delegated, or subcontracted, in whole or in part, unless the other Party approves, in 
writing, the assignment, delegation, or subcontract or agrees otherwise.

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Town of Wickenburg IGA  
28.0 
RIGHTS/OBLIGATIONS OF PARTIES ONLY 
The terms of this Agreement are intended only to define the respective rights and 
obligations of the Parties. Nothing in this Agreement shall create any rights or duties in 
favor of any potential third-party beneficiary or other person, agency, or organization. 
Nothing in this Agreement shall affect the legal liabilities of either Party by imposing any 
standard of care different from the standard of care imposed by law. 
 
29.0 
WAIVER OF TERMS, CONDITIONS, AND DEFENSES 
The failure of either Party to insist in any one or more instances on performance of any of 
the terms and conditions of, or to exercise any rights or privileges contained in, this 
Agreement shall not be considered as waiving such terms, conditions, rights, or privileges, 
and they shall remain in full force and effect. Nothing in this Agreement shall be construed 
as consent to any lawsuits or waiver of any defenses in a lawsuit brought against the 
County in any state or federal court. 
 
30.0 
LOBBYING 
30.1 
No federal appropriated funds have been paid or will be paid by or on behalf of the 
Contractor to any person for influencing or attempting to influence an officer or 
employee of any agency, a member of Congress, an officer or employee of 
Congress, or an employee of a member of Congress in connection with the awarding 
of any federal agreement, the making of any federal grant, the making of any federal 
loan, the entering into of any cooperative agreement, and the extension, 
continuation, renewal, amendment, or modification of any federal agreement, grant, 
loan, or cooperative agreement. 
30.2 
If any funds, other than federal appropriated funds, have been paid or will be paid to 
any person for influencing or attempting to influence an officer or employee of any 
agency, a member of Congress, an officer or employee of Congress, or an employee 
of a member of Congress in connection with any federal agreement, grant, loan or 
cooperative agreement, then the Contractor shall complete and submit OMB Form-
LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 
31 U.S.C. § 1352. 
 
31.0 
AGREEMENT COMPLIANCE MONITORING/AUDITING 
31.1 
The County shall monitor the Contractor's compliance with, and performance goals 
under, the terms and conditions of this Agreement as well as applicable federal 
regulations. On-site visits for compliance monitoring may be made by the County 
and its grantor agencies (or both the County and its grantor agencies) at any time 
during the Contractor's normal business hours, announced or unannounced.  
31.2 
The County will conduct on-site monitoring, at a minimum of once every two (2) 
years. Monitoring to include but not limited to: facilities, administrative and financial 
operations, and programmatic service delivery. 
31.3 
County will monitor monthly expenditures of funds, to determine over/under 
expenditure patterns. County staff will meet with CAP to discuss spending trends 
and methods to be used to ensure services are available throughout the term of the 
contract. 
31.4 
The Contractor will prepare for monitoring and assure all required files and 
documentation are available at scheduled monitoring for inspection and copying. 
Failure of Contractor to administer, implement and perform as determined by 
federal regulations and County policies shall constitute non-compliance with this 
Agreement and is subject to the Default and Remedies for Noncompliance 
provided in this Agreement.

Page 13 of 17 
Town of Wickenburg IGA  
 
32.0 
MINIMUM WAGE REQUIREMENTS 
The Contractor agrees and warrants that it shall pay all its employees engaged in performing 
work or providing services under the terms of this Agreement not less than the minimum 
wage specified under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended 
and as specified by Arizona law. 
 
33.0 
EQUAL OPPORTUNITY AND EQUAL ACCESS 
Contractor agrees to comply with all provisions and requirements of Arizona Executive 
Order 2009-09 including flow down of all provisions and requirements to any subcontractors. 
Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 
75-5, which is hereby incorporated into this Agreement as if set forth in full herein. In 
connection with any service or other activity under this Agreement, Contractor shall not 
discriminate against any employee, client, or any other individual in any way because of that 
person’s age, race, creed, color, religion, sex, disability, or national origin. 
 
34.0 
DISABILITY REQUIREMENTS 
The Contractor agrees that any electronic or information technology offered under this 
Agreement shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the 
Rehabilitation Act of 1973, which requires that employees and members of the public shall 
have access to and use of information technology that is comparable to the access and 
use by employees and members of the public who are not individuals with disabilities. 
 
35.0 
UNIFORM ADMINISTRATIVE REQUIREMENTS 
By entering into this Agreement, the Contractor agrees to comply with all applicable 
provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE 
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL 
AWARDS contained in Title 2 C.F.R. § 200, et seq. 
 
36.0 
FINANCIAL MANAGEMENT 
36.1 
The Contractor agrees to maintain an adequate accounting system that provides 
for appropriate grant accounting. 
36.2 
The Contractor shall comply with accounting principles and procedures required 
to utilize adequate internal controls and maintain necessary source documentation 
for all costs incurred, as well as any applicable federal laws and regulations.  
36.3 
The Contractor shall establish and maintain a separate, interest-bearing bank 
account for money provided under this Agreement, or an accounting system that 
assures the safeguarding and accountability of all money and assets provided under 
this Agreement.  
36.4 
If an accounting system is used, then it shall be in accordance with generally 
accepted accounting principles. 
 
37.0 
RETENTION OF RECORDS 
37.1 
This provision applies to all financial and programmatic records, supporting 
document, statistical records and other records of the Contractor that are related to 
this Agreement. 
37.2 
The Contractor shall retain all records relevant to this Agreement for six (6) years 
after final payment or until after the resolution of any audit questions which could be 
more than six (6) years, whichever is longer, and the County, federal and state 
auditors and any other persons duly authorized by the County shall have full access 
to, and the right to examine, copy, and make use of any and all of the records.

Page 14 of 17 
Town of Wickenburg IGA  
 
38.0 
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS: 
38.1 
By entering into the Agreement, the Contractor warrants compliance with the 
Federal Immigration and Nationality Act (FINA using E-verify) and all other Federal 
immigration laws and regulations related to the immigration status of its employees 
and A.R.S. §23-214(A). The Contractor shall obtain statements from its 
subcontractors certifying compliance and shall furnish the statements to Maricopa 
County upon request. These warranties shall remain in effect through the term of 
the Agreement. The Contractor and its subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform 
and Control Act of 1986, as amended from time to time, for all employees performing 
work under the Agreement and verify employee compliance using the E-verify 
system 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.  I-9 forms are available 
for download at USCIS.GOV. 
38.2 
The County retains the legal right to inspect Contractor and subcontractor employee 
documents performing work under this Agreement to verify compliance with 
paragraph 49.1 of this Section. Contractor and subcontractor shall be given 
reasonable notice of the County’s intent to inspect and shall make the documents 
available at the time and date specified. Should the County suspect or find that the 
Contractor or any of its subcontractors are not in compliance, the County will 
consider this a material breach of the Contractor and may pursue any and all 
remedies allowed by law, including, but not limited to; suspension of work, 
termination of the Agreement for default, and suspension and/or debarment of the 
Contractor. All costs necessary to verify compliance are the responsibility of the 
Contractor. 
 
39.0 
DRUG FREE WORKPLACE ACT 
The Contractor agrees to comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 
701, et seq.), which requires that Contractors and grantees of federal funds must certify that 
they will provide drug-free workplaces.  
 
40.0 
CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND 
VOLUNTARY EXCLUSION 
40.1 
The Contractor, by signing this Agreement, represents that he/she has the authority 
to bind the Contractor to the terms of this Certification. The Contractor, as the 
primary participant in accordance with 2 C.F.R. Part 180, certifies to the best of its 
knowledge and belief that it and its principals: 
40.1.1 Are not presently debarred, suspended, proposed for debarment, declared 
ineligible, or voluntarily excluded from covered transactions by any federal 
department or agency or any state, or local jurisdiction; 
40.1.2 Have not within a 3-year period preceding the Start Date of this Agreement, 
been convicted of or had a civil judgment rendered against them for (1) the 
commission of fraud or a criminal offense in connection with obtaining, 
attempting to obtain, or performing a public (federal, State, or local) 
transaction or contract under a public transaction; (2) the violation of any 
federal or State antitrust statutes or (3) the commission of embezzlement, 
theft, forgery, bribery, falsification or destruction of records, making false 
statements, or receiving stolen property;

Page 15 of 17 
Town of Wickenburg IGA  
40.1.3 Are not presently indicted or otherwise criminally or civilly charged by a 
governmental entity (federal, state, or local) with the commission of any of 
the offenses enumerated in Sub-subparagraph 52.1.2 above; and 
40.1.4 Have not, within a three-year period preceding this Start Date of this 
Agreement, had one or more public transactions (federal, state, or local) 
terminated for cause or default. 
40.2 
The Contractor agrees to include, without modification, this clause in all lower tier 
covered transactions (i.e., transactions with Subcontractors) and in all solicitations 
for lower tier covered transactions related to this Agreement. 
 
41.0 
CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO 
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS: 
41.1 
The Contractor agrees that this Agreement and employees working on this 
Agreement will be subject to the whistleblower rights and remedies in the pilot 
program on the Contractor employee whistleblower protections established at 41 
U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal 
Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition 
Regulation; 
41.2 
The Contractor shall inform its employees in writing, in the predominant language 
of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 
§ 4712, as described in section 3.908 of the Federal Acquisition Regulation. 
Documentation of such employee notification must be kept on file by the Contractor 
and copies provided to County upon request; and 
41.3 
The Contractor shall insert the substance of this clause, including this Paragraph 
53.0, in all subcontracts over the simplified acquisition threshold ($250,000 as of 
June 2021). 
 
42.0 
FORCE MAJEURE 
42.1 
Neither Party shall be liable for failure of performance, nor incur any liability to the 
other Party on account of any loss or damage resulting from any delay or failure to 
perform all or any part of this Agreement if such delay or failure is caused by 
events, occurrences, or causes beyond the reasonable control and without 
negligence of the Parties. Such events, occurrences, or causes will include Acts 
of God/Nature (including fire, flood, earthquake, storm, hurricane, or other natural 
disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared 
or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power 
or confiscation, terrorist activities, nationalization, government sanction, lockout, 
blockage, embargo, labor dispute, strike, pandemic, and interruption or failure of 
electricity or telecommunication service. 
42.2 
Each Party, as applicable, shall give the other Party notice of its inability to perform 
and particulars in reasonable detail of the cause of the inability. Each party must 
use best efforts to remedy the situation and remove, as soon as practicable, the 
cause of its inability to perform or comply. 
42.3 
The Party asserting Force Majeure as a cause for non-performance shall have the 
burden of proving that reasonable steps were taken to minimize delay or damages 
caused by foreseeable events, all non-excused obligations were substantially 
fulfilled, and the other Party was timely notified of the likelihood or actual 
occurrence that would justify such an assertion, so that other prudent precautions 
could be contemplated.

Page 16 of 17 
Town of Wickenburg IGA  
43.0 
ENTIRE AGREEMENT 
This Agreement contains the entire understanding of the Parties. There are no 
representations or other provisions besides those contained in either this Agreement or in 
any written amendments approved and signed by both Parties. 
 
44.0 
SURVIVAL 
The indemnification, hold harmless, defense, and non-liability provisions of this Agreement 
shall have full force and effect notwithstanding any other provisions in this Agreement and 
shall survive the termination or expiration of this Agreement. 
 
45.0 
SEVERABILITY 
The Parties agrees that should any part of this Agreement be held invalid or void, the 
remainder of this Agreement shall remain in full force and effect and shall be binding on 
the Parties. 
 
46.0 
EXECUTION OF AGREEMENT/COUNTERPARTS 
This Agreement may be executed in counterparts. Each counterpart shall be deemed an 
original, and all counterparts shall form a single instrument. 
 
47.0 
CHOICE OF LAW; VENUE 
This Agreement shall be construed in accordance with and governed by the laws of the 
State of Arizona. The proper venue for any proceedings relating to this Agreement shall 
be Maricopa County, Arizona. 
 
48.0 
AUTHORIZATION 
Each Party warrants to the other Party that the appropriate governing body of the Party 
has authorized approval and signature of this Agreement. 
 
[Signatures contained in the following page]

Page 17 of 17 
Town of Wickenburg IGA  
 
IN WITNESS, the Parties have approved and signed this Agreement: 
APPROVED BY: 
 
TOWN OF WICKENBURG 
APPROVED BY: 
 
MARICOPA COUNTY 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rui Pereira                                            Date 
Mayor  
 
Bill Gates, Chairman                              Date 
Board of Supervisors 
 
Attested to: 
 
 
 
 
 
 
 
 
 
Amy Brown                                            Date 
Town Clerk 
Attested to: 
 
 
 
 
 
 
 
 
 
Juanita Garza                                         Date 
Clerk, Board of Supervisors 
 
 
IN ACCORDANCE WITH A.R.S. §§ 9-240 and 
11-952, THIS AGREEMENT HAS BEEN 
REVIEWED 
BY 
THE 
UNDERSIGNED 
ATTORNEY WHO HAS DETERMINED THIS 
AGREEMENT IS PROPER IN FORM AND 
WITHIN THE POWERS AND AUTHORITY 
GRANTED 
TO 
THE 
TOWN 
OF 
WICKENBURG UNDER THE LAWS OF THE 
STATE OF ARIZONA. 
 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
 
Attorney for the Contractor                 Date 
 
IN ACCORDANCE WITH A.R.S. §§ 11-201, 
11-251, AND 11-952, THIS AGREEMENT HAS 
BEEN REVIEWED BY THE UNDERSIGNED 
ATTORNEY WHO HAS DETERMINED THIS 
AGREEMENT IS PROPER IN FORM AND 
WITHIN THE POWERS AND AUTHORITY 
GRANTED TO MARICOPA COUNTY UNDER 
THE LAWS OF THE STATE OF ARIZONA. 
 
 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
 
Deputy County Attorney                         Date