AGREEMENT WITH AZ SCIENCE CENTER.DOCX
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Agreement with Arizona Science Center 1 CONTRACT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND ARIZONA SCIENCE CENTER Contract Not-To Exceed: $40,000 Contract Start Date: March 1, 2020 Contract Termination Date: December 30, 2020 1.0 PARTIES 1.1 This Contract is a financial agreement (“Agreement”) between the Arizona Science Center, a non-profit organization (hereafter referred to as “Recipient”) and Maricopa County administered by its Human Services Department, (collectively referred to as the “County”). 1.2 Recipient and the County are collectively referred to herein as the “Parties” and individually as “Party.” 1.3 Maricopa County is authorized to enter into this Agreement under A.R.S. §§ 11- 201, 11-254.04. 1.4 The Recipient submitted an application for funding to address items identified in Section 2.0 Purpose. All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any Subcontracts, Amendments, or Change Orders as set forth herein. 2.0 PURPOSE The purpose of the Agreement is to provide relief funds to nonprofits who have been impacted by COVID-19. The Recipient shall utilize funding to retrofit the Arizona Science Center (“Center”), located at 600 E Washington Street Phoenix AZ 85004, to ensure safety measures are installed to mitigate the spread of COVID-19 in the Center. The Recipient shall install the following measures: 2.1 Retrofitting workstations with plexiglass shields; 2.2 Install sanitizing stations; 2.3 Purchasing re-usable masks for staff; 2.4 Purchasing disposable mask for visitors; 2.5 Developing new educational exhibit about pandemics; 2.6 Hiring additional cleaning and security staff; 2.7 Other measures directly related to the prevention of COVID-19 in the facility. 3.0 TERM 3.1 The Agreement shall be retroactive from March 1, 2020 through December 30, 2020. 4.0 ADMINISTRATIVE CHANGE ORDERS 4.1 The Chairman of the Board of Supervisors is authorized to make changes upon the recommendation of the Human Services Department Director and Legal Counsel within the general scope or location of the Agreement on behalf of the County through Administrative Change Orders approved and fully executed by the Parties. Agreement with Arizona Science Center 2 5.0 AMENDMENTS 5.1 All Amendments to this Agreement shall be in writing and signed by authorized signers for both Parties. 6.0 TERMINATION 6.1 The Parties may mutually or unilaterally terminate or cancel this Agreement after providing the appropriate notice, as defined in the following subsections. 6.2 Generally, termination shall become effective after at least sixty (60) calendar days prior written notice delivered by personal delivery or registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in the Notice section of this Agreement (“General Termination Notice”). 6.3 The County has the right to terminate the Agreement upon twenty-four (24) hour notice when the County determines that the health or welfare of County employees or Service Recipients are endangered, or the Recipient’s non-compliance jeopardizes funding source financial participation. Notice under this term shall occur in the same manner as required under Termination Notice, at Section 6.2, above. 6.4 See also, the Availability of Funds, Section 9, for additional termination provisions. 6.5 Pursuant to A.R.S. § 38-511, a Party may cancel this Agreement at any time without penalty or further obligation within three years after execution of the contract if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of that party is at any time while the Agreement or any extension of the 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. Cancellation pursuant to § 35- 511 is effective when written notice from the cancelling Party is received by the other Party, unless the notice specifies a later time (“Conflict Cancellation Notice”). Notice under this term shall occur in the same manner as required under Termination Notice, at Section 6.2, above. Additionally, pursuant to A.R.S § 38-511, the cancelling Party may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on its behalf from any other Party to the contract arising as the result of the Agreement. 6.6 If not terminated or cancelled pursuant to one of the above terms, the Agreement shall terminate upon the expiration of the Term of this Agreement. 7.0 FUNDING 7.1 The County shall provide the Recipient with a not to exceed amount of $40,000. The funding allocation is provided by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, Public Law 116-136 funds provided to Maricopa County through the Coronavirus Relief Funds, CFDA number 21.019. 7.2 Upon execution of this contract, the County shall provide up to $40,000 to the Recipient based on the receipt of eligible paid expenditures for the items identified in Section 2.0 Purpose. 8.0 AVAILABILITY OF FUNDS 8.1 The provisions of this Agreement relating to the payment for services shall become effective when funds assigned for compensating the Recipient, as provided herein, are actually available to the County for disbursement. Notwithstanding any other provision in this Agreement, every payment obligation of the Parties 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 Agreement with Arizona Science Center 3 available or if the appropriation is changed by the appropriating body resulting in funds no longer being available for the continuance of this agreement, this Agreement may be terminated by the affected Party or any other affected agency of the County or State at the end of the period for which funds are available. No liability shall accrue to the affected Party or any other affected agency of the County or State in the event this provision is exercised, and neither the affected Party nor any other affected agency of the County or State shall be obligated or liable for any future payments or for any damages due to termination under this paragraph. 8.2 The County shall be the sole authority in determining the availability of funds under this Agreement and the County shall keep the Recipient fully informed as to the availability of funds. 8.3 If any action is taken by any State agency, federal department or any other agency or instrumentality to suspend, decrease or terminate its fiscal obligation under, or in connection with this agreement, the County may amend, suspend, decrease or terminate its obligations under or in connection with this Agreement. In the event of termination, the County 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 County 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. 9.0 RIGHTS IN DATA The Parties shall have the use of all project data and reports resulting from this Agreement without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Agreement and to the performance hereunder. 10.0 AGREEMENT COMPLIANCE MONITORING The County shall monitor the Recipient's compliance with, and performance under, the terms and conditions of this Agreement. On-site visits for compliance monitoring may be made by the County and/or its grantor agencies at any time during the Recipient's normal business hours, announced or unannounced. During an on-site visit, the Recipient shall make all of its records and accounts related to work performed and services provided under this Agreement available to the County for inspection and copying. 11.0 AUDIT REQUIREMENTS 11.1 In accordance with A.R.S. § 11-624, the Recipient shall, at its own expense, file with the County, either: 11.1.1 Audited financial statements prepared in accordance with federal single audit requirements; or, 11.1.2 Financial statements prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. 12.0 NOTICES For Maricopa County: Human Services Department Jacqueline Edwards, Deputy Director 234 North Central Avenue, 3rd Floor Phoenix, AZ 85004 602-506-4812 Jacqueline.Edwards@Maricopa.gov Arizona Science Center: Diana Feldman & Dean Briere, Co-Interim Directors 600 E. Washington St. Phoenix, AZ 85004 feldmand@arizonascience.org Agreement with Arizona Science Center 4 13.0 RECOGNITION OF COUNTY SUPPORT 13.1 The Contractor shall give recognition to the County and the funding source for its support when the Contractor publishes materials or releases public information that is paid for in whole or in part with funds supporting the services under this Agreement. 14.0 EMPLOYMENT DISCLAIMER 14.1 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 between the Parties, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 14.2 Each Party agrees that no individual performing under this Agreement on behalf of the Party may be considered an agent, employee, or representative of the other Party, and that no rights reserved for a Party shall accrue to or apply to any such individual operating on behalf of the other Party. Each Party 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 each Party’s own agents, employees, or representatives. 15.0 SAFEGUARDING OF PARTICIPANT INFORMATION 15.1 The Recipient shall observe and abide by all applicable State of Arizona and federal statues, rules and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contracted services. To the extent permitted by law, the Recipient shall release information to the County, and to the Attorney’s General’s Office as required by the terms of this Agreement, by law or upon their request. 15.2 The Recipient shall comply with the requirements of the Arizona Address Confidentiality Program, A.R.S. § 41-161 et. seq. The County will advise the Recipient as to applicable policies and procedures adopted for such compliance. 15.3 The use or disclosure by any Party of any information concerning an applicant for, or recipient of, services under this Agreement is directly limited to the conduct of this Agreement. The Recipient and its agents shall safeguard the confidentiality of this information, just as the Recipient would safeguard its own confidential information. The Recipient shall include a clause to this effect in all subcontracts related to this Agreement. 16.0 INDEMNIFICATION To the extent permitted by law, the Recipient shall, and shall cause any of its officers, employees, representatives, agents, contractors, or subcontractors to, indemnify, defend save and hold harmless the County and any jurisdiction or agency issuing any permits for any work arising out of this Agreement, and their respective directors, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”), from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (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 Recipient and any of its subcontractors, or any of the directors, officers, agents, or employees of Recipient and any of its subcontractors. This indemnity includes, but is not limited to, purchases or contracts made by Recipient, and, any claims or amounts arising out of or recovered under the Workers’ Agreement with Arizona Science Center 5 Compensation Law or arising out of the failure of the Recipient or any of its Subcontractors 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 Recipient and any of its Subcontractors from and against any and all claims. It is agreed that the Recipient and any of its Subcontractors will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. 17.0 INSURANCE 17.1 The Recipient, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++6. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies who are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 17.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Agreement is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Agreement. 17.3 The Recipient’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 17.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect County. 17.5 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. The Recipient shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require the Recipient to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 17.6 The County reserves the right to request and to receive, within ten (10) working days, certified copies of any or all of the herein required insurance certificates. County shall not be obligated to review policies and/or endorsements or to advise the Recipient of any deficiencies in such policies and endorsements, and such receipt shall not relieve the Recipient from, or be deemed a waiver of County’s right to insist on strict fulfillment of the Recipient’s obligations under this Agreement. 17.7 The insurance policies required by this Agreement, except Workers’ Compensation, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. 17.8 The policies required hereunder, except Workers’ Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of the Recipient’s work or service. 17.9 The Recipient’s policies shall stipulate that the insurance afforded the Recipient shall be primary insurance and that any insurance carried by the County, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). Agreement with Arizona Science Center 6 17.10 Coverage provided by the Recipient shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 17.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 17.12 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the Recipient’s employees engaged in the performance of the work or services under this Agreement; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 17.13 The Recipient waives all rights against County and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by the Recipient pursuant to this Agreement. 17.14 Sexual Molestation And Physical Abuse: When services involve working with these groups of individuals, the insurance requirements in the Agreement need to be revised to include coverage for "sexual molestation and physical abuse." Coverage for this type of claim, or allegation, is excluded from standard general liability policies. Therefore, the Recipient whose services include working with and/or caring for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage. 17.15 Coverage for this type of claim, or allegation, is excluded from standard general liability policies. Therefore, contractors whose services include working with and/or caring for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage. 17.16 Commercial General Liability – Occurrence Form: Policy shall include bodily injury, property damage and broad form contractual liability coverage. 17.17 The policy shall be endorsed to include coverage for physical/sexual abuse and molestation. The policy shall be endorsed to include the following additional insured language: "(Maricopa County), its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers shall be named as additional insureds with respect to liability arising out of the activities performed by, or on behalf of the Recipient". 17.18 Minimum Limits: General Aggregate $4,000,000 Each Occurrence Limit $2,000,000 Sexual Abuse/Molestation $2,000,000 17.19 Certificates of Insurance: Upon Agreement execution, the Recipient shall furnish the County with valid and complete certificates of insurance or formal endorsements as required by the Agreement, issued by the Recipient’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall identify this Agreement number and title. Agreement with Arizona Science Center 7 17.20 Prior to commencing work or services under this Agreement, the Recipient shall have insurance in effect as required by the Agreement in the form provided by the County, issued by the Recipient’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall be made available to the County upon ten (10) business days. BY SIGNING THE AGREEMENT PAGE THE RECIPIENT AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF AGREEMENT. 17.21 In the event any insurance policy(ies) required by this Agreement is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of the Recipient’s work or services and as evidenced by annual Certificates of Insurance. 17.22 If a policy does expire during the life of the Agreement, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 17.23 Cancellation and Expiration Notice: Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to the County. 17.24 If the Recipient provides professional or semi-professional personal services under this agreement for which malpractice or professional liability coverage is available, such as medical, psychiatric, or legal services, Recipient shall carry minimum liability coverage of $2,000,000 each occurrence and provide the County with proof of coverage. 17.25 Subcontractors: The Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Recipient shall furnish to Maricopa County separate certificates for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. 17.26 Approval: Any modification or variation from the insurance requirements in any Agreement must have prior approval from the County whose decision shall be final. Such action will not require a formal Agreement amendment, but may be made by administrative action. 17.27 Exceptions: In the event the Recipient or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self-Insurance. 18.0 COMPLIANCE WITH APPLICABLE LAWS The Recipient shall comply with all applicable laws, rules, and regulations, without limitation to those designated in this Agreement. 19.0 DRUG FREE WORKPLACE ACT The Recipient agrees to comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that the Recipient and grantees of federal funds must certify that they will provide drug-free workplaces that comply with federal law. This certification is a precondition to receiving a grant or entering into this Agreement. 20.0 CLEAN AIR ACT & CLEAN WATER ACT To the extent applicable, Recipient shall comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368, et seq.) Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15). Agreement with Arizona Science Center 8 21.0 RELIGIOUS ACTIVITIES The Recipient warrants that none of its costs and none of the costs incurred by any subcontractor will include any expense for any religious activity. 22.0 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property or services contributed by the County or the Recipient under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 23.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION 23.1 The undersigned, by signing this Agreement, represents that he/she has the authority to bind Recipient to the terms of this Certification. The Recipient certifies to the best of its knowledge and belief that it and its principals: 23.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal department or agency; 23.1.2 Have not within a 3-year period preceding the Agreement Start Date, 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; 23.1.3 Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, State, or local) with commission of any of the offenses enumerated in subparagraph 2 above.(b) of this certification; 23.1.4 Have not, within a 3-year period preceding this Agreement, had one or more public transactions (federal, State, or local) terminated for cause or default; 23.1.5 Shall immediately notify the County if, at any time during the term of this Agreement, it is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement; and 23.1.6 Shall not enter into a subcontract or sub-recipient agreement with any person or organization that is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement without liability. 23.1.7 The Recipient shall include, without modification, this language of this Certification, in all agreements with sub-recipients and other subcontractors; in all lower tier covered transactions, and in all solicitations for lower tier covered transactions in accordance with 45 C.F.R. Part 76. 23.1.8 If the Recipient is not able to provide this Certification, an explanation as to why shall be immediately provided to the County, Attention: Assistant Director Community Development Division, at the address set forth on the Notice section of this Agreement. 24.0 MINIMUM WAGE REQUIREMENTS The Recipient warrants that it shall pay all its employees who are performing work or providing services under this Agreement not less than the minimum wage specified under Agreement with Arizona Science Center 9 Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.) by law, regulation or Executive Order 13658, or as required by Arizona law. 25.0 DISABILITY REQUIREMENTS The Recipient agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2532 and 2533 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. 26.0 RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 26.1 The Parties agree that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on Recipient 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; 26.2 The Recipient 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 Recipient and copies provided to County upon request; and, 26.3 The Recipient shall insert the substance of this clause, including this paragraph (3), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 27.0 EQUAL EMPLOYMENT OPPORTUNITY The Recipient shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. The Recipient shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, sexual identity, gender identity or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Recipient shall, to the extent such provisions apply, comply with Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Executive Orders 11375 amending Executive Order 11246 and implementing regulations at 41 CFR part 60, as well as, Arizona Executive Order 99-4, which mandates that all persons shall have equal access to employment opportunities. 28.0 DISPOSAL OF PROPERTY Upon termination of this Agreement, any property involved shall revert back to the owner. 29.0 RETENTION OF RECORDS 29.1 This provision applies to all financial and programmatic records, supporting document, statistical records, and other records of the Recipient that are related to this Agreement. Agreement with Arizona Science Center 10 29.2 The Parties shall retain all records relevant to this Agreement for six (6) years after expiration of the Agreement or after resolution of any audit, whichever is longer. The County, federal, and State of Arizona 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. 30.0 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Agreement, the Subrecipient 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. The Recipient is not considered a subrecipient of this federal funding but a contractor, as the County has full oversight responsibility over the Recipient grantee. 31.0 IMMIGRATION LAWS AND REGULATIONS 31.1 Federal Immigration and Nationality Act 31.1.1 The Parties understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Parties agree to comply with the IRCA in performing under this Agreement and to permit the other Party to inspect personnel records to verify such compliance. 31.1.2 By entering into this Agreement, both Parties warrant compliance with the Federal Immigration and Nationality Act (FINA) and all other Federal immigration laws and regulations related to the immigration status of its employees. Both Parties shall obtain statements from their subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Agreement. Both Parties and their subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 31.1.3 The Parties may request verification of compliance for any employee or subcontractor performing work under the Agreement. Should either Party suspect or find that the other Party or any of its subcontractors are not in compliance, then the Party 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 other Party. All costs necessary to verify compliance are the responsibility of the Recipient or its subcontractor. 31.2 Arizona Law: The Recipient warrants that it is in compliance with A.R.S. § 41-4401 (e-verify requirements) and further acknowledges: 31.2.1 That the Recipient and its 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; 31.2.2 That a breach of a warranty under subsection 1 above, shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; 31.3 That the County and any contracting government entity retains the legal right to inspect the papers and employment records of any Recipient or vendor’s employee who works on this Agreement to ensure that the Recipient or vendor is complying with the warranty provided under subsection 1 above and that the Recipient agrees Agreement with Arizona Science Center 11 to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. 32.0 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 hereof, and the remaining provisions shall remain in full force and effect. 33.0 GOVERNING LAW This Agreement is governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Agreement will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona. IN WITNESS THEREOF, the undersigned Parties warrant they are authorized to execute this Agreement on behalf of each Party and that this Agreement is therefore binding on Parties: APPROVED BY: Arizona Science Center APPROVED BY: MARICOPA COUNTY ______________________________ Authorized Signature Date: __________________________ ____________________________________ Chairman, Board of Supervisors Date Attested To: _____________________________________ Clerk of the Board Date This Agreement has been reviewed by the undersigned Attorney who has determined that is proper in form and within the power and authority granted under the laws of the State of Arizona. By: _____________________________________ Deputy County Attorney Date