INTERNATIONAL DARK SKY DISCOVERY CENTER AGREEMENT 7.12.24 (FINAL)-SIGNED.PDF

Maricopa County — Formal (2024-07-24)

Extracted text (via pymupdf) 14860 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 International Dark Sky Discovery Center, Inc.
(IDSDC) which 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;
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;
WHEREAS the International Dark Sky Discovery Center is a Non-Profit 501(c)(3) corporation
and is in the process of constructing the International Dark Sky Discovery Center in Fountain
Hills, Arizona, which is within Maricopa County;
WHEREAS the IDSDC is committed to build the following:
DARK SKY OBSERVATORY with the largest telescope in the Greater Phoenix area
HYPERSPACE PLANETARIUM with state-of-the-art tilted dome technology
INSPIRATION THEATER with 8K projection and 150 tiered seats
IMMERSION ZONE with engaging, interactive educational displays
EINSTEIN EXPLORATION STATION with creative, hands-on learning experiences and
challenges;
WHEREAS once completed the IDSDC will be the sole facility in the world focusing on the
importance of dark skies to the well-being of humans, plants and animals:
WHEREAS the International Dark Sky Discovery Center is under construction;
WHEREAS the IDSDC is still in need of additional funds to complete the build out of its exhibits
and furnishings.

WHEREAS Maricopa County desires to use a portion of CSF to assist the IDSDS in completing
its facility in exchange for buying down future admission fees in accordance with the
specifications of Maricopa County Policy A1125;
WHEREAS each Party has determined that building the International Dark Skys Discovery
Center will serve the public good and provide a unique learning and educational resource for
all Maricopa County Residents; and
WHEREAS the Parties desire to enter into this Agreement to set forth each Party’s
understandings, agreements and responsibilities;
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.

TERMS OF AGREEMENT
1. The Recitals, by this reference, shall be incorporated herein and are made a part of this
Agreement.

2. On or before July 31, 2024 the County will pay to IDSDC ONE HUNDRED THOUSAND
DOLLARS ($100,000 USD) from Community Solutions Funding (“CSF Funds”) upon
receipt of a completed invoice. IDSDC agrees to register in the County’s Vendor Self
Service Portal to receive the funds.

3. The IDSDC agrees to spend the funds on construction of the International Discovery
Center and its exhibits.

4. IDSDC shall provide a final report to the Board of Supervisors for Maricopa County by
March 3, 2025 stating the status of the Center’s construction, providing an accounting of
the CSF Funds spent to date, and containing an estimated date for opening.

5. In exchange for receiving the CFS funds the IDSDC agrees to provide the residents of
Maricopa County free or reduced admission to its exhibits, subsidized camping
experiences, or other educational services in an amount equivalent to ONE HUNDRED
THOUSAND DOLLARS ($100,000 USD).

6. In determining the value of the admissions, camping experiences or other services, the
IDSDC shall use its then current pricing for such services.

7. The IDSDC will have five years from the date of oﬀicial opening to provide the free
admissions, subsidized camping experiences or other services provided for in this
Agreement.

8. If the IDSDC fails to open by January 1, 2026 or if it fails to provide the bargained for
consideration by January 1, 2031, IDSDC shall be deemed in default under the
agreement and be immediately liable to the County for any balance on the $100,000
advance.

9. In providing the services described in this Agreement, the IDSDC will prioritize school
groups from within Maricopa County.

10. Annually on or before the anniversary of the payment of the CFS Funds, the IDSDC shall
provide an accounting to the County listing the services provided, the equivalent cost of
the services provided and the recipients of the services. These reports shall continue
until the services meet or exceed $100,000.

11. This Agreement shall become eﬀective as of the date it is fully executed.

12. This Agreement may only be amended or modified by written agreement signed by both
Parties.

13. This Agreement is subject to the provisions of A.R.S.§38-511.

14. The IDSDC warrants that it is in compliance with A.R.S. §41-4401 and further
acknowledges that:
14.1 Any contractor or subcontractor who is contracted by a Party to perform work on
the International Dark Skys Discovery Center 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.
14.2 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.
14.3 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.
14.4 Nothing in this Agreement shall make any contractor or subcontractor an agent
or employee of the Parties to this Agreement.

15. 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.

16. IDSDC acknowledges that it will, at its sole expense, insure the Property.

17. 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.

18. IDSDC 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 the Agreement, IDSDC 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).

19. FORCED LABOR

a. By entering into this Agreement, IDSDC agrees to comply with all applicable
portions of Arizona Revised Statutes Section 35-394. Contracting;
procurement; prohibition; written certification; remedy; termination;
exception; definitions.

b. IDSDC certifies that it does not currently, and agrees for the duration of the
Agreement, that it will not use:

i.
The forced labor of ethnic Uyghurs in the People’s Republic of China.

ii.
Any goods or services produced by the forced labor of ethnic Uyghurs
in the People’s Republic of China.

iii.
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.

c. If IDSDC becomes aware during the term of the Agreement that IDSDC is not
in compliance with this section, IDSDC shall notify the Customer within five
business days after becoming aware of the noncompliance. If IDSDC fails to
provide a written certification to the Customer that IDSDC has remedied the
noncompliance within 180 days after notifying the Customer of its
noncompliance, then the Agreement terminates, except that if the Agreement

termination date occurs before the end the 180-day period, the Agreement
terminates on the Agreement termination date.

20. All notices herein required under this Agreement shall be given in writing and sent
to:
County:
c/o Jen Pokorski
County Manager
301 W. Jefferson Street
Phoenix, AZ 85003
Jen.Pokorski@Maricopa.gov

International Dark Skys Discovery Center:
C/O Joe Bill, President
International Dark Sky Discovery Center
P.O. Box 18198
Fountain Hills, AZ 85269
joebill@darkskycenter.org

All notices required or permitted by this Agreement shall be in writing and may be emailed,
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.

21. 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.

22. The proper venue for any proceeding at law or in equity shall be Maricopa County, Arizona.
This Agreement shall be construed in accordance with and be governed by the laws of the
State of Arizona.

23. 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.

24. 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.

25. Each Party warrants that the person signing this Agreement has the authority to do so.

26. 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.

27. 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.

28. The County Manager for Maricopa County and/or her designee shall administer this
Agreement.

29. 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.

30. Electronic signatures shall have the same force and eﬀect as original signatures.

IN WITNESS WHEREOF the Parties have fully executed this Agreement as of the dates written
below:

MARICOPA COUNTY:

____________________________________________

Jack Sellers

Date

Chairman, Board of Supervisors

INTERNATIONAL DARK SKY DISCOVERY CENTER:

July 13, 2024

____________________________________________
Joe Bill

Date

President International Dark Sky Discovery Center, Inc.

ATTEST:

_______________________________________________________
Clerk of the Board

Date

Approval of 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 authorities granted under the laws of the State of Arizona.

7/15/2024
___________________________________________________________________
Stephen W. Tully, Attorney for the Board

Date