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COST-SHARING AGREEMENT
FOR STATEWIDE VOTER REGISTRATION DATABASE
This Agreement is entered into by and between MARICOPA COUNTY, a body politic
and corporate of the State of Arizona ("County"), on behalf of the MARICOPA COUNTY
RECORDER ("Recorder") and the OFFICE OF THE SECRETARY OF STATE ("Secretary").
Recitals
A.
The Secretary entered into an agreement by and between the State of Arizona and
Election Services & Software, Inc. ("ES&S") dated July 1, 2017 for software and
software maintenance services for the statewide voter registration database ("ES&S
Agreement") from July 1,2017 and extended to December 31, 2019,
B.
Upon termination of the above-mentioned ES&S contract, the Secretary entered into the
maintenance and operation phase of the contract between the State of Arizona and
Sutherland Government Solution Inc. for software and maintenance services as these
services relate to the statewide voter registration database ("Sutherland Agreement").
Software and maintenance services began November 25, 2019 and will continue for the
duration of the contract. This Agreement covers costs incurred from November 25, 2019
through July I , 2020.
C.
The County utilizes the goods and services provided by the ES&S Agreement and
Sutherland Agreement, and the residents of the County receive a substantial benefit as a
result of the Recorder being able to utilize the goods and services provided by the ES&S
Agreement and Sutherland Agreement.
D.
Both the Secretary and the County have a duty towards the continued existence and
maintenance of the statewide database of voter registration information and protection of
access to voter registration information in the database, A.R.S. § 16-168. The authorizing
statutes allow for the Secretary and the County to enter into a cooperative agreement for
the purpose of compliance with A.R.S. § 16-168, the National Voter Registration Act,
codified at 52 U.S.C. § 20503 et seq., and the Help America Vote Act, codified at 52
U.S.C. § 20901 et seq.
E.
The Secretary and the County have mutually determined that the County's fair share of
all costs associated with the ES&S Agreement and .Sutherland Agreement is $242,563.21
for fiscal year 2019/2020.
NOW, THEREFORE, the County and the Secretary, pursuant to the above, and in
consideration of the matters and things hereinafter set forth, do mutually agree as follows:
SOS ESS/Sutherland Cost-Sharing Agreement - Maricopa County
FY19/20 Payment
Agreement
1.
Purpose. The Recorder and the Secretary desire to share the costs for software and
software maintenance services for the statewide voter registration database.
2.
Cost-Sharing, The Secretary and the County have mutually determined that the
County's fair share of all costs associated with maintenance services for the statewide
voter registration database is $242,563.21 for services rendered in fiscal year 2019/2020.
The County will render payment in that amount once the County receives an invoice from
the Secretary,
3.
Term. This Agreement will be effective on the date ills fully executed by both parties
and will continue until June 30, 2020, unless it is, prior to the expiration of such period,
extended or terminated by agreement of the parties.
4.
Insurance. All parties to this agreement are government entities. Neither entity is
required to procure special insurance coverage for their obligations under this Agreement.
5.
Compliance with Laws. The parties will comply with all federal, state and local laws,
rules, regulations, standards, and Executive Orders. The laws and regulations of the State
of Arizona will govern the rights of the parties, the performance of this Agreement, and
any disputes. Any action relating to this Agreement will be brought in a court in
Maricopa County.
6.
Non-Discrimination. The parties will 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 in the course of carrying out their duties under this
Agreement. The parties will comply with the provisions of Executive Order 75-5, as
amended by Executive Order 2009-09, which is incorporated into this Agreement by
reference.
7.
ADA. The parties will comply with all applicable provisions of the Americans with
Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal
regulations under the Act, including 28 C.F.R. Parts 35 and 36.
8.
Severability. If any provision of this Agreement, or any application of a provision to the
parties or any person or circumstance, is found by a court to be invalid, that invalidity
will not affect other provisions or applications of this Agreement that can be given effect
without the invalid provision or application.
9,
Conflict of Interest, The requirements of A.R.S. § 38-511 apply to this Agreement. This
contract is subject to cancellation for conflict of interest pursuant to A.R.S. § 38-511, the
pertinent provisions of which are incorporated herein by reference.
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SOS ESS/Sutherland Cost-Sharing Agreement - Maricopa County
FY19/20 Payment
10.
Non-Appropriation. 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 obligations. If
funds are not appropriated, allocated and 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 as a result of termination under this paragraph.
11.
Recordkeeping. Pursuant to A.R.S. §§ 35-214 and 35-215, the parties shall retain all
records relating to this Agreement for a period of five years after completion of the
Agreement. All records shall be subject to inspection and audit by the State of Arizona at
reasonable times. Upon request, the County shall produce the original of any or all such
records at the offices of the Secretary.
12.
A.R.S. § 41 -4401 Compliance - Immigration Laws and E-Verify Requirement. The
parties warrant compliance with all Federal immigration laws and regulations relating to
employees and warrants compliance with Section A.R.S. § 23-214, Subsection A. (That
subsection reads in part: "After December 31, 2007, every employer, after hiring an
employee, shall verify the employment eligibility of the employee through the e-verify
program.")
a.
A breach of a warranty regarding compliance with immigration laws and
regulations shall be deemed a material breach of the contract and the breaching
party may be subject to penalties up to and including termination of the
Agreement.
b.
The Secretary retains the legal right to inspect the papers of any employee who
works on the Agreement to ensure compliance with this paragraph.
13.
No Joint Venture. It is not intended by this Agreement to, and nothing contained in this
Agreement will be construed to, create any partnership, joint venture, or employment
relationship between the parties or create any employer-employee relationship between a
party and the employees of the other party. Neither party will be liable for any debts,
accounts, obligations, or other liabilities whatsoever of the other, including (without
limitation) the other party's obligation to withhold Social Security and income taxes for
itself or any of its employees.
14.
No Third Party Beneficiaries. Nothing in this Agreement is intended to create duties or
obligations to or rights in third parties not parties to this Agreement or affect the legal
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SOS ESS/Sutherland Cost-Sharing Agreement - Maricopa County
FY19/20 Payment
liability of either party to the Agreement by imposing any standard of care with respect to
the maintenance of public facilities different from the standard of care imposed by law.
15.
Notice. Any notice required or permitted to be given under this Agreement must be in
writing and served by delivery or by certified mail upon the other party as follows (or at
such other address as may be identified by a party in writing to the other party):
County:
Adrian Ponies
Maricopa County Recorder
111 South 3rd Avenue, #103
Phoenix, AZ 85003
Phone: 602-506-3629
Fax: 602-506-5112
With copies to:
County Administrator
Joy Rich
301 W. Jefferson Street, 10 th Floor
Phoenix, AZ 85003
Clerk of the Board
Fran McCarron
301 W. Jefferson Street, 10 th Floor
Phoenix, AZ 85003
Secretary:
Honorable Katie Hobbs
Arizona Secretary of State
1700 West Washington Street,
Floor 7
Phoenix AZ 85007-2808
Phone: (602) 542-4285
16.
No Indemnification. Notwithstanding any provision of the Agreement to the contrary,
the Secretary is not authorized to indemnify the County.
17.
Arbitration. The parties to this Agreement agree to resolve all disputes arising out of or
relating to this Agreement through arbitration to the extent required by A.R.S. § 12-1518
except as may be required by other applicable statutes.
18.
Entire Agreement. This document, and any exhibits attached to it, constitutes the entire
agreement between the parties pertaining to the subject matter addressed, and all prior or
contemporaneous agreements and understandings, oral or written, are superseded and
merged into this Agreement. This Agreement may not be modified, amended, altered, or
extended except through a written amendment signed by the parties.
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SOS ESS/Sutherland Cost-Sharing Agreement - Marieopa County
FY I 9/20 Payment
THIS AGREEMENT MAY BE SIGNED IN COUNTERPARTS
IN WITNESS WHEREOF, the parties execute this Agreement:
MARICOPA COUNTY BOARD OF SUPERVISORS
Clint Hickman, Chair
Date
ATTEST:
Fran McCarroll, Clerk of the Board of Supervisors
Date
APPROVED AS TO CONTENT:
Adrian Fontes, Maricopa County Recorder
Date
OFFICE OF THE SECRETARY OF STATE
Katie Hobbs, Secretary of State
Date
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Anmoved as to form:
&
Deputy County Attorneyi
(SOS ESS/Sutherland Cost-Sharing Agreement — Maricopa County
FY 19/20 Payment
Date: June 26, 2020
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