VALLEY OF THE SUN UNITED WAY AGREEMENT.PDF
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Page 1 of 14 AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND VALLEY OF THE SUN UNITED WAY County Contract #: ________________________ Agreement Start Date: November 18, 2020 Agreement Termination Date: June 30, 2021 Agreement Amount: $50,000 1.0 PARTIES This financial Agreement (“Agreement”) is between Valley of the Sun United Way (“VSUW”), an Arizona non-profit corporation, and Maricopa County (“County”) administered by its Human Services Department, Division (“Department”). The County and VSUW collectively are referred to as the “Parties” and individually as the “Party.” 2.0 PURPOSE 2.1 The purpose of this Agreement is for the County to provide VSUW with $50,000 for the completion of a Community Needs Assessment and the development of a comprehensive report for the Maricopa Community Action Agency. 2.2 The funds for this Agreement are provided by Catalog of Federal Domestic Assistance (CFDA) 93.569 Community Services Block Grant (CSBG) - Coronavirus Aid Relief Funds from the Coronavirus Aid Relief, and Economic Security Act (CARES Act). 3.0 BACKGROUND 3.1 Maricopa County administered by its Human Service Department (MCHSD) is the designated Community Action Agency (CAA) serving Maricopa County (except Phoenix, Mesa, and Glendale) under Community Services Block Grant (CSBG) Act. The purpose of the CSBG Act is to provide assistance to states and local communities through a network of community action agencies and neighborhood- based organizations for the reduction of poverty and the revitalization of low- income families and individuals in rural and urban areas to become fully self- sufficient. 3.2 In compliance with the CSBG Act, Maricopa County is required to complete a Community Needs Assessment as a component of the strategic planning process. The Community Needs Assessment provides the foundation for establishing priorities and determining future direction through a process of gathering data and engaging community stakeholders. 3.3 The County currently has agreements with several governmental agencies and contracts with private non-profit agencies (Community Action Program “CAP Agency”) to provide direct financial assistance to households that are eligible for services such as: utility payment, utility deposit, mortgage payment to prevent eviction or foreclosure, rent payment to prevent eviction, rental deposit payment, and first month’s rent payment for those who are homeless. Administration of the CAP agreements and services are administered by the Human Services Department – Community Services Division. Each CAP Agency serves a designated Community Service Area (CSA). Page 2 of 14 3.4 Each CAP office is unique within its own service area, providing various types of assistance to prevent homelessness, such as crisis case management, information and referrals, and nutrition programs. 4.0 TERM OF AGREEMENT 4.1 The initial term of this Agreement is listed on page one of this Agreement. 4.2 This Agreement shall be effective upon approval and signature by both Parties. 4.3 The Agreement may be extended for one (1) additional six-month term, provided the Parties are in compliance with the terms and conditions of this Agreement. Extensions must be in writing and approved and signed by both Parties. VSUW must provide notice of intent to renew (60) calendar days prior to the end of the original or extended Agreement term, as applicable. 5.0 AMENDMENTS 5.1 Any changes to this Agreement shall be carried out in accordance with the following: 5.1.1 A written amendment, signed by the Parties to this Agreement, shall be required for all purposes, including the following: 5.1.1.1 Whenever the agreement period is lengthened or shortened and for any other changes in the terms and conditions of this Agreement that the Parties deem substantial. 6.0 FUNDING 6.1 The County shall make available to the VSUW $50,000 for a Community Needs Assessment described in Section 8.0 (Project Description). 6.2 The County shall reimburse VSUW on a Net 0 Payment Standard. 7.0 AVAILIBILITY OF FUNDS 7.1 This Agreement and the Parties’ obligations under it shall become effective when funds assigned for the purpose of compensating VSUW 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 VSUW 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 other than the Parties to amend, suspend, or terminate its fiscal obligation under or provided in connection with this Agreement, then the Parties may amend, suspend, or terminate 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 were performed in accordance with the provisions of this Agreement. The Parties shall give written notice of their intent to suspension performance or intent to terminate this Agreement under this section at least ten (10) calendar days in advance. 8.0 PROJECT DESCRIPTION 8.1 The Community Needs Assessment shall meet the following requirements as set forth in the CSBG Organizational Standards: 8.1.1 Standard 1.2 – Analyze information collected directly from low-income individuals. 8.1.2 Standard 2.2 – Utilize information gathered from key sectors of the community to include at minimum: community-based organizations, faith- Page 3 of 14 based organizations, private sector, public sector, and educational institutions. 8.1.3 Standard 3.1 – Conduct community assessments and issue a report a every 3 years. 8.1.4 Standard 3.2 – Collect current poverty data and its prevalence related to gender, age, and race/ethnicity. 8.1.5 Standard 3.3 – Collect and analyze both qualitative and quantitative data for all community service areas. 8.1.6 Standard 3.4 – Include key findings on the causes and conditional of poverty and the needs of the communities assessed. 8.1.7 Standard 3.5 – Formal acceptance of the completed community assessment by the governing board. 8.1.8 Standard 4.2 - Inform an outcome-based and anti-poverty focused Community Action Plan. 8.1.9 Standard 6.4 – Collect customer satisfaction data and customer input as part of the community assessment and include in the strategic planning process. 9.0 RESPONSIBILTIES OF ORGANIZATIONS 9.1 VSUW shall: 9.1.1 Conduct the Community Needs Assessment for the following twelve (12) geographic service areas of Maricopa County: 9.1.1.1 Central West (Avondale, Cashion, Goodyear, Litchfield Park, Laveen, and unincorporated surrounding areas) 9.1.1.2 Tolleson Service Area (City of Tolleson) 9.1.1.3 Northwest Service Area (Peoria, Sun City, Sun City West, Youngtown, and Waddell) 9.1.1.4 Surprise Service Area (Surprise and El Mirage) 9.1.1.5 North Service Area (Cave Creek, Carefree, New River, and Anthem) 9.1.1.6 Scottsdale Service Area (City of Scottsdale) 9.1.1.7 Central East Service Area (City of Tempe and Town of Fountain Hills) 9.1.1.8 Guadalupe Service Area (Town of Guadalupe) 9.1.1.9 Gila Bend Service Area (Town of Gila Bend) 9.1.1.10 Buckeye Service Area (City of Buckeye, Harquehala, Palo Verde, Rainbow Valley, Tonopah, and Wintersburg) 9.1.1.11 Southeast Service Area (Chandler, Queen Creek, Sun Lakes, Gilbert, and Higley) 9.1.1.12 Wickenburg Service Area (Wickenburg, Aguila, Circle City, Morristown, and Wittman) 9.1.2 Develop a comprehensive report to include the following: 9.1.2.1 Population demographics for individuals living in poverty; 9.1.2.2 Key findings on energy burden affecting the community, which compare rising energy costs, rising temperatures, and rising energy bills; 9.1.2.3 Community needs and service gaps; 9.1.2.4 Identify obstacles to meeting underserved needs; 9.1.2.5 Community strengths and assets; 9.1.2.6 Community level needs created by the economic impacts of COVD-19, including but not limited to: Page 4 of 14 9.1.2.6.1 Health impacts; 9.1.2.6.2 Employment impacts; 9.1.2.6.3 Educational impacts; 9.1.2.6.4 Impacts on human services provision; 9.1.2.6.5 Community resource impacts; 9.1.2.6.6 Housing impacts; 9.1.2.6.7 Anticipated near and long-term impacts, such as 9.1.2.6.7.1 Address equality implications; 9.1.2.6.8 Key findings on the causes and conditions of poverty; and 9.1.2.6.9 Description of how funds made available could be used effectively to address priority needs. 9.1.3 Assessment Implementation Plan 9.1.3.1 Consult with the Community Services Management Team to develop an implementation plan that will include the following: 9.1.3.1.1 The type of data to be collected, the sources of the data, and the methodology for collecting and analyzing the data; 9.1.3.1.2 Timeline with key tasks to be completed; 9.1.3.1.3 Staff and service providers responsibilities; and 9.1.3.1.4 List of key stakeholders to participate in the assessment. 9.1.3.2 Present the implementation plan to the Maricopa County Human Services Department, Community Services Division’s Advisory Board, the “Community Services Commission” for formal acceptance, through a majority vote of the Commission members. 9.1.3.3 Provide the County with monthly updates summarizing key tasks that have been completed. 9.1.4 Describe the Community 9.1.4.1 Gather information to provide a statistical profile of the community that the Maricopa Community Action Agency serves or is likely to serve. 9.1.4.2 Information shall include population demographics for individuals living in poverty to include at a minimum: 9.1.4.2.1 Gender; 9.1.4.2.2 Age; and 9.1.4.2.3 Race/ ethnicity. 9.1.4.3 The poverty rate for each service area shall be compared to state and national averages. Information must be derived from valid sources to include but not be limited to the following: 9.1.4.3.1 Most recent US Decennial Census; 9.1.4.3.2 American Community Survey; and 9.1.4.3.3 Local agency reports. 9.1.4.4 Additional characteristics and indicators of need shall be included to describe the economic, social, and health conditions of the community to include but not be limited to the following: 9.1.4.4.1 Unemployment rates; 9.1.4.4.2 Economic indicators; 9.1.4.4.3 Housing data; 9.1.4.4.4 Education figures; and Page 5 of 14 9.1.4.4.5 Access to health care. 9.1.5 Describe the Current Level of Service and Assets 9.1.5.1 Develop survey tools and interview questions to gather qualitative and quantitative data related to the needs, assets, strengths, and gaps in service that impact each of the following three categories: 9.1.5.1.1 Individuals; 9.1.5.1.2 Agency; and 9.1.5.1.3 Community. 9.1.5.2 Administer surveys and/or interviews with service providers, staff, clients, community partners, board members, and stakeholders from the following key sectors of the community: 9.1.5.2.1 Community-based organizations; 9.1.5.2.2 Faith-based organizations; 9.1.5.2.3 Private sector; and 9.1.5.2.4 Educational institutions. 9.1.5.3 Ensure equal accessibility to individuals with language barriers and individuals with disabilities. 9.1.5.4 Review program reports to identify the types of services available, service levels, and program outputs/outcomes. 9.1.5.5 Review and incorporate data from other existing needs assessments that are available throughout Maricopa County. 9.1.5.6 Collect and analyze data based on the following CSBG National Goals: 9.1.5.6.1 Individuals and families with low incomes are stable and achieve economic security. 9.1.5.6.2 Communities where people with low incomes live are healthy and offer economic opportunity. 9.1.5.6.3 People with low incomes are engaged and active in building opportunities in their communities. 9.1.6 Determine Service Needs / Gaps 9.1.6.1 Develop a summary of community needs based on the analysis of the following information: 9.1.6.1.1 Key findings on the cause and conditions of poverty; 9.1.6.1.2 Available assets that meet the national goals/performance measures; and 9.1.6.1.3 Gaps of service. 9.1.7 Consult with the Community 9.1.7.1 Conduct focus groups to confirm the summary of needs and identify community priorities. 9.1.7.2 Conduct a minimum of one (1) focus group with a minimum of fifteen (15) participants for each service area, to include low- income individuals, and individuals from one or more of following categories: 9.1.7.2.1 Community partners; 9.1.7.2.2 Service providers; 9.1.7.2.3 Staff; and 9.1.7.2.4 Community stakeholders from key sectors of the community (i.e., community-based organizations, faith-based organizations, private sector, and educational institutions). Page 6 of 14 9.1.7.3 Conduct one (1) focus group with the Maricopa County Community Services Commission during a regular scheduled Commission meeting. 9.1.7.4 Provide MCHSD a schedule of the community focus groups prior to implementation. 9.1.8 Identify Priority Needs and Recommend Possible Solutions: 9.1.8.1 Address community priorities with possible solutions that the Maricopa Community Action Agency can implement in the Community Action Program Plan. 9.1.9 Complete Needs Assessment Report 9.1.9.1 Submit a draft report to the MCHSD Management Team by April 1, 2021. 9.1.9.2 Present the final Community Needs Assessment Report to the Maricopa County Community Services Commission for formal acceptance, through a majority vote of the Commission members. 9.1.9.3 Provide the Commission with a summary of the key findings, community strengths/assets, gaps of services, and priority needs with possible solutions. 9.1.9.4 Provide all supporting research files/information/data to CSD. 9.1.9.5 Valley of the Sun United Way shall provide a final Community Needs Assessment report with data sources footnoted by June 18, 2021. 9.2 The County shall: 9.2.1 Provide information regarding service requirements, contract requirements, funding levels, and achieved program outputs/outcomes; 9.2.2 Provide previous Community Needs Assessment report(s); 9.2.3 Provide contact information for each CAP Agency to VSUW; 9.2.4 Secure space for focus group sessions; 9.2.5 Coordinate meetings with the Community Services Commission Ad-Hoc Committee for the review and approval of the Community Needs Assessment Report; and 9.2.6 Consult with VSUW to coordinate an Implementation Plan and obtain feedback regarding process improvements. 10.0 TERMINATION 10.1 Under A.R.S. §38-511, the County 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 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, the County 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 County from any other party to this Agreement arising as the result of this Agreement. 10.2 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 Page 7 of 14 by either mail or via email to the persons listed in Section 11.0 (Notices) of this Agreement. 10.3 This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date in the written agreement. 10.4 The County has the right to terminate this Agreement upon twenty-four (24) hour notice when the County determines that the health or welfare of the CAP service recipients are endangered, or VSUW’s non-compliance jeopardizes funding source financial participation. 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 Section 4.0 11.0 NOTICES Notifications and communications concerning this Agreement shall be directed to the following: VSUW Representative: Name: Jayson Matthews Title: Vice President of Community Impact Address: 3200 East Camelback Road, Suite 375, Phoenix, AZ 85018 Phone: (480) 848-7040 Email: jmatthews@vsuw.org County Representative: Name: Sandra Mendez Title: Assistant Director Address: 234 North Central Avenue Suite 3000, Phoenix, AZ 85004 Telephone: (602) 506-2316 Email: Sandra.mendez@maricopa.gov 12.0 EMPLOYMENT DISCLAIMER 12.1 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. 12.2 VSUW agrees that no individual performing under this Agreement on behalf of VSUW 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. VSUW 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 VSUW shall indemnify, defend, and hold harmless the County with respect to the foregoing. 12.3 The County agrees that no individual performing under this Agreement on behalf of County may be considered a VSUW agent, employee, or representative and that no rights of VSUW civil service, VSUW retirement, or VSUW personnel rules shall accrue or apply to any such individual. The 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 Page 8 of 14 individuals and the County shall indemnify, defend, and hold harmless VSUW with respect to the foregoing. 13.0 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. VSUW 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. 14.0 GENERAL INDEMNIFICATION 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 (including death) of any person or property damage, but only to the extent that such Claims which result in vicarious/derivative 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 NON-LIABILITY The County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by VSUW or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, commissions, or (Sub)contractors occurring in the performance of this Agreement, nor shall the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by VSUW or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, commissions, or (Sub)contractors in connection with this Agreement. 16.0 INSURANCE 16.1 VSUW, 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. 16.2 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. 16.3 VSUW’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 16.4 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. Page 9 of 14 16.5 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. VSUW shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require VSUW to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 16.6 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 VSUW of any deficiencies in such policies and endorsements, and such receipt shall not relieve VSUW from, or be deemed a waiver of County’s right to insist on strict fulfillment of VSUW’s obligations under this Agreement. 16.7 The insurance policies required by this Agreement, except Workers’ Compensation, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. 16.8 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 VSUW’s work or service. 16.9 VSUW’s policies shall stipulate that the insurance afforded VSUW 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). 16.10 Coverage provided by VSUW shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 16.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $1,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $2,000,000 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. 16.12 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of VSUW’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. 16.13 VSUW 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 VSUW pursuant to this Agreement. 16.14 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, VSUW whose services include working with and/or Page 10 of 14 caring for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage. 16.15 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. 16.16 Commercial General Liability – Occurrence Form: Policy shall include bodily injury, property damage and broad form contractual liability coverage. 16.17 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 VSUW". 16.18 Minimum Limits: General Aggregate $2,000,000 Each Occurrence Limit $1,000,000 Sexual Abuse/Molestation $1,000,000 16.19 Certificates of Insurance: Upon Agreement execution, VSUW shall furnish the County with valid and complete certificates of insurance or formal endorsements as required by the Agreement, issued by VSUW’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. 16.20 Prior to commencing work or services under this Agreement, VSUW shall have insurance in effect as required by the Agreement in the form provided by the County, issued by VSUW’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 VSUW AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF AGREEMENT. 16.21 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 VSUW’s work or services and as evidenced by annual Certificates of Insurance. 16.22 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. 16.23 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. 16.24 If VSUW 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, Contractor shall carry minimum liability coverage of $2,000,000 each occurrence and provide the County with proof of coverage. 16.25 Subcontractors: VSUW’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to Maricopa County separate certificates for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. Page 11 of 14 16.26 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. 16.27 Exceptions: In the event VSUW 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. 17.0 COMPLIANCE WITH APPLICABLE LAWS 17.1 VSUW shall comply with all applicable laws, ordinances, resolutions, executive orders, rules, regulations, standards, and codes of the federal, state, and local governments whether specifically referenced in this Agreement. Specifically, the following apply: 17.1.1 Unless exempt under federal law, VSUW 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. 17.1.2 VSUW 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. VSUW 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. 17.1.3 VSUW 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. 17.1.4 VSUW warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that: 17.1.4.1 VSUW 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; 17.1.4.2 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 17.1.4.3 The County retains the legal right to inspect the papers of any (Sub)contractor or Vendor employee who works on this Agreement to ensure that VSUW is complying with the warranties provided under this Subsection 17.1.4 and that VSUW agrees to make all papers and employment records of Page 12 of 14 said employee(s) available during normal working hours in order to facilitate such an inspection. 18.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION VSUW certifies to the best of its knowledge and belief, that it and its directors, officers, officials, agents, representatives, employees, (Sub)contractors, and volunteers: 18.1 Are not presently debarred, suspended, proposed for debarment, or declared ineligible or voluntarily excluded from covered transactions by any federal department or agency. 18.2 Have not, within the previous three-year period, been convicted of or had a civil judgment rendered against them for 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; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 18.3 Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the paragraphs above; and 18.4 Have not, within the previous three-year period, had one or more public transactions (federal, state, or local) terminated for cause or default. 19.0 FEDERAL IMMIGRATION AND NATIONALITY ACT 19.1 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. 19.2 By entering into this Agreement, VSUW warrants 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. VSUW shall obtain statements from its (Sub)contractors certifying compliance and shall furnish the statements to the other Party upon request. These warranties shall remain in effect through the term of this Agreement. VSUW and its (Sub)contractors 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 this Agreement. I-9 forms are available for download at USCIS.GOV. 19.3 The County may request verification of compliance for any employee or (Sub)contractor performing work under this Agreement. Should the County either suspect or find that VSUW or any of its (Sub)contractors are not in compliance, then the County may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of this Agreement for default, and suspension or debarment of VSUW. All costs necessary to verify compliance are the responsibility of the County. 20.0 WRITTEN CERTIFICATION UNDER A.R.S. § 35-393.01 If VSUW engages in for-profit activity and has 10 or more employees and, if this Agreement has a value of $100,000 or more, then VSUW certifies it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. Page 13 of 14 21.0 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. 22.0 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 the County. VSUW shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the County approves the assignment, delegation, or subcontract or agrees otherwise. 23.0 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. 24.0 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. 25.0 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. 26.0 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. 27.0 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. 28.0 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. 29.0 AUTHORIZATION Each Party warrants to the other Party that the appropriate governing body of the Party has authorized approval and signature of this Agreement. Page 14 of 14 IN WITNESS, the Parties have approved and signed this Agreement: VALLEY OF THE SUN UNITED WAY: ____________________________________ Carla Vargas Jasa, President and CEO Date FOR MARICOPA COUNTY: _______________________________________ Chairman, Board of Supervisors Date Attested to: _______________________________________ Fran McCarroll, Clerk of the Board Date THIS AGREEMENT HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED THAT IT 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