Extracted text (via pymupdf)
15301 characters
AGREEMENT FOR EDUCATIONAL SERVICES This Agreement (“Agreement”) is entered into by and between MARICOPA COUNTY, a political subdivision of the state of Arizona (“County”) and the Arizona Jewish Historical Society, an Arizona non-profit corporation (“AZJHS”). The County and AZJHS may be referred to herein collectively as “Parties” and individually as a “Party.” RECITALS WHEREAS, pursuant to Maricopa County Policy A1125, Community Solutions Funding (CSF), each member of the Board of Supervisors will receive an equal share of General Fund contingency appropriated for CSF to conduct activities within their district; and WHEREAS, CSF is primarily intended to cover the cost of initiatives that carry the potential of advancing Maricopa County’s Strategic Goals and provide a clear public benefit for Maricopa County residents; and WHEREAS, the Arizona Jewish Historical Society is a Non-Profit 501(c)(3) corporation and is in the process of constructing the Arizona Holocaust Education Center (“Holocaust Center”) in Phoenix, Arizona, which is within Maricopa County; and WHEREAS, the Holocaust Center will educate students and the public about the Holocaust through local survivor stories, artifacts, immersive media experience and programs; and WHEREAS, the State of Arizona adopted a curriculum requirement under A.R.S. § 15- 701.02 that students be taught about the Holocaust and other genocides at least twice between the seventh and twelfth grades; and WHEREAS, Maricopa County desires to use a portion of CSF to assist public schools located within the County’s jurisdiction in meeting this curriculum requirement, as defined below, in accordance with the specifications of Maricopa County Policy A1125; and WHEREAS, each Party has determined that assistance in meeting the curriculum requirement as provided in this Agreement will serve the public good; and WHEREAS, the Parties desire to enter into this Agreement to set forth each Party’s understandings, agreements and responsibilities related to the Improvements. NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows. C-06-25-154-X-00 TERMS OF AGREEMENT 1. County shall: 1.1. County shall pay to AZJHS a one-time payment of two million dollars ($2,000,000) from Community Solutions Funding (“CSF Funds”) to subsidize the cost of admission for public school students in Maricopa County to be admitted at no charge to the Holocaust Center. 2. AZJHS shall: 2.1. Use the CSF Funds received from the County to subsidize the cost of admission to the Holocaust Center for public school students in Maricopa County. 2.2. In exchange for receiving the CSF Funds, AZJHS agrees that, on opening of the Holocaust Center, students attending any public school in Maricopa County shall, on showing of proper identification or other demonstration of attendance in a public school (including being a member of any group visiting the Holocaust Center sponsored by any public school) be granted access to the Holocaust Center at no charge. 2.3. The use of the no charge student entrances shall be allocated on an annual basis at a rate of twelve thousand (12,000) public school students per year. If the number of student entrances does not reach one hundred thousand (120,000) in the aggregate at the end of the term of entrance over ten (10) years, the term shall continue until such time as the number of student entrances reaches 120,000. 2.4. Deposit CSF Funds into a segregated account held by AZJHS for the creation and construction of the Holocaust Center. 2.5. Agree to be responsible for reimbursing Maricopa County its full contribution of CSF funds in the event the Holocaust Center is not completed. 2.6. Provide quarterly updates to Maricopa County on the status of the project and expenditure of funds. GENERAL TERMS AND CONDITIONS 1. The Recitals, by this reference, shall be incorporated herein and are made a part of this Agreement. 2. Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorneys’ fees) (hereinafter collectively referred to as "claims") arising out of bodily injury of any person (including death) or property damage, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the willful misconduct or gross negligence of the indemnitor, its officers, officials, agents, employees, or volunteers. 3. This Agreement shall become effective as of the date it is fully executed and shall expire 90 days following the completion of construction of the project. Any Party may terminate this Agreement upon furnishing the other Party with a written notice at least thirty (30) days prior to the effective termination date. 4. This Agreement may only be amended or modified by written agreement signed by both Parties. 5. This Agreement is subject to the provisions of A.R.S. § 38-511. 6. The Parties warrant that they are in compliance with A.R.S. §41-4401 and further acknowledge that: 10.1 Any contractor or subcontractor who is contracted by a Party to perform work on the Property or Improvements 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. 10.2 Any breach of the warranty shall be deemed a material breach of the Agreement that is subject to penalties up to and including termination of the Agreement. 10.3 The Parties retain the legal right to inspect the papers of any contractor or subcontractor employee who works on the Property or Improvements 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 such employee available during normal working hours in order to facilitate such an inspection. 10.4 Nothing in this Agreement shall make any contractor or subcontractor an agent or employee of the Parties to this Agreement. 7. The Parties warrant that neither they nor any contractor or vendor under contract 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 on the Property as described in the Agreement. 8. County and AZJHS acknowledge and agree that the Parties to this Agreement are each self-insured. The Parties acknowledge that AZJHS, at its sole expense, insures the Holocaust Center. During the entire time that this Agreement is in force, each Party, at its sole cost and expense, shall carry and maintain levels of insurance coverages that are considered standard for the Holocaust Center, Improvements, and the related work. 9. Any non-performance shall be a default (“Default”) under this Agreement. The non- defaulting Party may seek appropriate remedy for Default if the event causing the Default continues for a period of thirty (30) days after the defaulting Party receives written notice of such failure without the Default having been cured; provided however 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, no recourse shall be available to the non-defaulting Party. The total aggregate cure period shall not exceed ninety (90) days unless the non-defaulting Party agrees in writing that additional time is reasonably necessary under all of the circumstances to cure such Default. In the event of a Default that is not cured as provided for herein, the non- defaulting Party, at its option, may exercise any remedies now or hereafter available to it at law or in equity, including the right to terminate this Agreement. 10. AZJHS 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 and is hereby incorporated into this Agreement as if set forth in full herein. During the performance of this Agreement, AZJHS 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. (Arizona Executive Order 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf) 11. By entering into this Agreement, AZJHS 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. 12. AZJHS agrees to comply with all applicable portions of A.R.S. § 35-394. AZJHS certifies that it does not currently, and agrees for the duration of the Agreement, that it will not use: 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 good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. If AZJHS becomes aware during the term of the Agreement that it is not in compliance with this paragraph, AZJHS shall notify the County within five business days after becoming aware of the noncompliance. If AZJHS fails to provide a written certification to the County that it has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the Agreement terminates, except that if the Agreement termination date occurs before the end of the 180 day period, the Agreement terminates on the Agreement termination date. 13. All notices herein required under this Agreement shall be given in writing and sent to: County: Maricopa County Parks and Recreation Department Attn: R.J. Cardin, Director 41835 N. Castle Hot Springs Rd. Morristown, AZ 85342 AZJHS: Arizona Jewish Historical Society Attn: ______________________ 122 East Culver Street Phoenix, Arizona 85004-1720 All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand or by courier) or may be sent by first class, certified mail or U.S. Postal Service Express Mail, with postage prepaid, and shall be deemed sufficiently given if served in a manner specified in this section. The addresses specified in this section shall be that Party’s address for delivery or mailing of notices. Any Party may, by written notice to the others, specify a different address for notice. 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 first class mail, the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. 14. The proper venue for any proceeding at law or in equity or under the provisions for dispute resolution/arbitration shall be Maricopa County, Arizona. This Agreement shall be construed in accordance with and be governed by the laws of the State of Arizona. 15. This Agreement, together with any exhibits attached hereto and any agreements executed contemporaneously herewith, constitutes the entire agreement between the Parties and sets forth all the covenants, promises, agreements, conditions and understandings among the Parties, and there are no covenants promises, agreements, conditions, or understandings, either oral or written, among the Parties other than as set forth herein. 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. 16. Waiver of any breach of any term, condition or covenant herein contained shall not be deemed to be a waiver of any other term, condition, or covenant herein, or of a subsequent breach of any term, covenant, or condition herein. Any Party’s consent to, or approval of, any subsequent or similar act shall not be deemed to render unnecessary the obtaining of that Party’s consent to, or approval of, any subsequent or similar act by another Party, to be construed as the basis of an estoppel to enforce the provision or provisions of this Agreement requiring such consent. 17. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under applicable law, but if any provision shall be invalid or prohibited thereunder, such provision shall be ineffective to the extent of such prohibition or invalidation but shall not invalidate the remainder of such provision or the remaining provisions. 18. Each Party warrants that the person signing this Agreement has the authority to do so. 19. Sections and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 20. The Parties agree to 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 the Parties pursuant to this Agreement. 21. The Assistant County Manager for Maricopa County and/or Director of Parks and Recreation for Maricopa County shall administer this Agreement. 22. 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 one and the same instrument. Electronic signatures shall have the same force and effect as original signatures. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF the Parties have fully executed this Agreement as of the dates written below. ARIZONA JEWISH HISTORICAL SOCIETY: ____________________________________ Date MARICOPA COUNTY: ____________________________________ Jack Sellers Date Chairman, Board of Supervisors ATTEST: ____________________________________ Clerk of the Board Date APPROVAL OF DEPUTY COUNTY ATTORNEY: I hereby state that I have reviewed the proposed Agreement and declare the Agreement to be in proper form and within the powers and authority granted under the laws of the State of Arizona. ____________________________________ Deputy County Attorney Date C-06-25-154-X-00 Brooke Worcester (Oct 16, 2024 09:29 HST) Oct 16, 2024