FY 21 EVP CONTRACT _VENDOR SIGN.PDF
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ONE-TIME CONTRACT BETWEEN MARICOPA COUNTY & PHX EAST VALLEY PARTNERSHIP No.: C-49-21- Amount: $15,000 Effective Date: July 1, 2020 Termination Date: June 30, 2021 This Contract is entered into by and between East Valley Partnership hereinafter referred to as "CONTRACTOR", and Maricopa County, Arizona hereinafter referred to as "COUNTY. All rights and obligations of the parties shall be governed by the terms of the Contract as set forth herein and attached hereto. COUNTY or CONTRACTOR may be referred to as the "Party" or collectively referred to as the "Parties" within this Contract. This Contract contains all the terms and conditions agreed to by the Parties. No other understanding, oral or otherwise, regarding the subject matter of the Contract shall be deemed to exist or to bind any of the Parties hereto. Nothing in this Contract shall be construed as consent to any suit or waiver of any defense in a suit brought against the State of Arizona, Maricopa County, or CONTRACTOR in any State or Federal Court. Contractor: PHX East Valley Partnership Phone: (480) 834-8335 Address: 2333W. University Dr. Suite 103 Tempe, AZ 85281 County Contract Administrator: Maricopa County Budget Office Phone: (602) 506-7104 Address: 301 West Jefferson, Phoenix, AZ 85003 Page 1 of 7 IN WITNESS WHEREOF, the PaOies enter into this Contract: CONTRACTOR: 1311.: Signatur0 (PHX East Wiley Partnership cittiet..1 Typed Name/Title / Date ONE-TIME CONTRACT BETWEEN MARICOPA COUNTY & PHX EAST VALLEY PARTNERSHIP MARICOPA COUNTY: BY: Jack Sellers, District 1 Maricopa County Board of Supervisors BY: Steve Chucri, District 2 Maricopa County Board of Supervisors Fran McCarroll Clerk of the Board of Supervisors Date This Contract has been reviewed pursuant to ARS §§ 11-201 and 11-254 et seq. by the undersigned Deputy County Attorney who has determined that it is proper in form and is within the power and authority granted under the laws of the State of Arizona. Deputy County Attorney Date Page 2 of 7 ONE-TIME CONTRACT BETWEEN MARICOPA COUNTY & PHX EAST VALLEY PARTNERSHIP SCOPE OF WORK The PHX East Valley Partnership is a regional coalition of community, business, educational, non-profit and government leaders whose goal is to provide leadership and support in specific areas that will help improve the overall business climate and quality of life in the region. The PHX East Valley Partnership covers the area east of the city of Phoenix in Maricopa County, of which 69% is unincorporated. The CONTRACTOR will provide COUNTY with programming support based on the following key focus areas: aviation & aerospace, education, economic development, transportation. COUNTY is funding $15,000 for ongoing work and operations. TERMS This Contract shall be effective through June 30, 2021. The two members of the COUNTY Board of Supervisors executing this contract shall have two ex-officio director spots on the CONTRACTOR's Board of Directors. The ex-officio directors and one staff each are welcome to attend all Board of Director Meetings. CONTRACTOR will meet biannually with the Supervisors from District 1 and District 2 to present accomplishments under the contract. Contract and funding will be reviewed on an annual basis for possible future funding. CONTRACTOR will engage in the following activities: PRIMARY EFFORTS • Support economic development programs and services benefiting the unincorporated areas of the East Valley. • Serve as an economic development convener and facilitator for the East Valley of Maricopa County in the areas of aviation & aerospace, education, economic development, transportation, and additional issues of interest to the County that may arise. • Develop and further awareness of education issues that affect the East Valley and beyond via managing and promoting the PHX East Valley Education Think Tank. • Develop, research, print and circulate an annual economic profile, providing regional statistics at-a- glance. • Educate and advocate for important local and regional legislative priorities • Host annual PHX East Valley Thought Leaders Forum (Nov or Dec 2020), program details TBA. • Conduct regularly scheduled Board of Director Meetings SECONDARY/CONTINUING EFFORTS • Collaborate with the local and regional economic development boards, including the Greater Phoenix Economic Council (GPEC); the Maricopa Association of Governments (MAG); state, regional, and local chambers; Arizona Commerce Authority; and other economic development interests to align regional economic development strategies and assist in growth of high-wage industries and employment. Page 3 of 7 ONE-TIME CONTRACT BETWEEN MARICOPA COUNTY & PHX EAST VALLEY PARTNERSHIP • Actively support foundational improvements in areas that highly impact the region (such as transportation, education and taxation) and encourage elected officials to adopt business-friendly policies including but not limited to continued support of the Phoenix-Mesa Gateway Airport area and coordination of Superstition Vistas Project Area activities. • Continued leadership and oversight for the PHX East Valley national marketing brand initiative and conduct regularly scheduled Marketing Committee meetings to further this effort. • Communicate and collaborate with municipal, regional, elected, and appointed officials on key issues affecting the East Valley. • Promote and enhance connections between economic development, workforce development, and training/education efforts to maximize regional impact. REPORTING REQUIREMENTS CONTRACTOR will provide COUNTY with annual performance reports due by June 30, 2021. Reports are to be submitted to the Contract Administrator AND District 1 and District 2 Supervisors. Performance reports are to describe detailed steps undertaken to complete the contract's Primary and Secondary/Continuing Efforts. In addition, CONTRACTOR shall provide a copy of its annual external audit (conducted by an accredited independent auditor) for the year ending December 31, 2020 to the COUNTY Contract Administrator no later than July 31, 2021. All amendments to this Contract, other than those specified under the Strict Compliance paragraph of this contract, shall be in writing and signed by both parties. COMPENSATION This is a Firm Fixed Price Contract. COUNTY shall pay the contractor a total of $15,000 for services provided, as defined in this contract. Work shall be contracted for the duration of the COUNTY Fiscal Year, July 1, 2020 through June 30, 2021. A single payment will be authorized upon execution of the contract. GENERAL REQUIREMENTS The terms of this Contract shall be construed in accordance with Arizona law; any action thereon shall be brought in the appropriate court in the State of Arizona. The CONTRACTOR shall, without limitation, obtain and maintain all licenses, permits and authority necessary to do business, render services and perform work under this Contract, and shall comply with all laws regarding unemployment insurance, disability insurance and worker's compensation. The CONTRACTOR is an independent contractor in the performance of work and the provision of services under this Contract and is not to be considered an officer, employee or agent of the COUNTY. The CONTRACTOR understands and acknowledges that as a condition precedent to receiving these funds, the CONTRACTOR must possess an exemption status from the Internal Revenue Service and must be registered and in good standing with the Arizona Corporation Commission. CONTRACTOR shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust or other organization which has a substantial interest in CONTRACTOR'S organization or with which CONTRACTOR (or one of its Directors, officers, owners, trust certificate holders or a relative Page 4 of 7 ONE-TIME CONTRACT BETWEEN MARICOPA COUNTY & PHX EAST VALLEY PARTNERSHIP thereof) has a substantial interest, unless CONTRACTOR has made full written disclosure of the proposed payments to the COUNTY Board of Supervisors and has received written approval therefore. For purposes of this provision, the term's "substantial interest" and "relative" shall have the same meanings as in A.R.S. §38-502. No member of the Maricopa County Board of Supervisors, the Arizona State Legislature, or member of, or delegate to Congress will be admitted to any share or part of this Contract, or to any benefit that may arise there from; but this provision shall not be construed to extend to this Contract if made with a corporation for its general benefit. None of the funds, materials, property or services contributed by COUNTY or the CONTRACTOR under this Contract shall be used in the performance of this Contract for any partisan political activity, or to further the election or defeat of any candidate for public office, ballot proposition or referendum. Default The Contract Administrator may recommend to the Board of Supervisors to suspend, terminate or modify this Contract immediately upon written notice to the CONTRACTOR in the event of non-performance of stated objectives or other material breach of contractual obligations; or upon the occurrence of any event which would jeopardize the ability of the CONTRACTOR to perform any of its contractual obligations. Upon termination as set forth below, the COUNTY reserves the right to have service provided by other than the CONTRACTOR if the CONTRACTOR is unable or fails to provide required service with the specified time frame. Availability of Funds In any action is taken by any state agency, federal department or any other agency or entity to suspend, decrease or terminate its fiscal obligations under, or in connection with this Contract, the Board of Supervisors may amend, suspend, decrease or terminate its obligations under or in connection with this Contract. In the event of termination, Maricopa County shall be liable to pay for those services rendered before the effective date of the termination, provided that such services performed are in accordance with the provisions of this Contract. 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. Termination This Contract is subject to cancellation in accordance with the provisions of A.R.S. §38-511. Either Party may terminate this Contract at any time, with sixty (60) days' notice in writing to the other Party (unless terminated by the Board of Supervisors under Availability of Funds provision). Such notice shall be given by personal delivery or by Registered or Certified mail. This Contract may be terminated by mutual written agreement of the Parties specifying the termination date therein. Severability Any provision of this Contract which is determined to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof, and remaining provisions shall remain in full force and effect. Strict Compliance Acceptance by the Contract Administrator on behalf of the COUNTY of performance not in strict compliance with the terms hereof shall not be deemed to waive the requirement of strict compliance for all future performance obligations. No right, liability, obligation or duty under this Contract will be assigned, or delegated in whole or in part, without the prior written approval of the Contract Administrator. CONTRACTOR shall bear all liability under this Contract, even if it is assigned, or delegated, in whole or in part, unless the COUNTY agrees otherwise. All Amendments to this Contract, other than those specified below, shall be in writing and signed by both Parties. The COUNTY may, at any time, by written order, and sixty (60) days prior written notice to CONTRACTOR, solely make changes within the general scope of this Contract in any one or more of the following areas: Page 5 of 7 ONE-TIME CONTRACT BETWEEN MARICOPA COUNTY & PHX EAST VALLEY PARTNERSHIP • Work Statement activities reflecting changes in COUNTY or Contract Administrator policies or requirements. • Administrative requirements such as changes in reporting periods or formats. Such order will not serve to increase or decrease the total compensation to be paid to the CONTRACTOR. With exception of changes within the general scope discussed above, any other amendments to this Contract must also be by a written instrument and executed by Contractor and County expressly stating the intention to jointly amend this Contract. Indemnity The CONTRACTOR agrees to indemnify, hold harmless and defend the COUNTY, its officers and employees from and against any and all claims, damages, suits and proceedings, regardless of the merits, from liability, punitive damages, costs or expense of every type, including reasonable attorney's fees, all or any part thereof arising out of or in connection with or by reason of, any act or omission of the CONTRACTOR or any Subcontractor or anyone directly or indirectly employed by either the CONTRACTOR or the Subcontractor or their agents. CONTRACTOR shall reimburse the COUNTY for its costs and for time spent by its attorneys based upon actual reasonable attorneys' fees prevailing in the community, for defense of any litigation. CONTRACTOR shall include a clause to this effect in all subcontracts inuring to the benefit of the above named entities. Contractor Liability The CONTRACTOR acknowledges and agrees that it is liable and responsible for any act or omission by the CONTRACTOR, its employees, agents, officers, representatives, and subcontractors occurring in the course of CONTRACTOR'S performance of this Contract, whether such act or omission occurs on COUNTY property or elsewhere. CONTRACTOR shall be liable for any loss or damage arising out of or related to CONTRACTOR'S performance of this Contract, CONTRACTOR shall bear the above stated liability, even in absence of its own negligence, unless COUNTY actions or omissions caused the loss or damage. CONTRACTOR shall bear the above stated liability, consequential, incidental, direct, and indirect damages, and shall be liable for all costs, including attorneys' fees, incurred by the COUNTY to enforce this provision. The CONTRACTOR shall, upon written notice thereof, reimburse COUNTY for any payments made under this Contract, which are disallowed, by a Federal, State or Maricopa County audit in the amount of the disallowance, as well as court costs and attorneys' fees which COUNTY spends to pursue legal action relating to such disallowance. Court costs and attorneys' fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. If at any time it is determined by COUNTY that a cost for which payment has been made is a disallowed cost, the Contract Administrator will notify the CONTRACTOR in writing of the disallowance and the required course of action, which shall be at the option of the Contract Administrator, either to adjust any future claim submitted by the CONTRACTOR by the amount of the disallowance or to require repayment of the disallowed amount by the CONTRACTOR forthwith issuing a check payable to Maricopa County. The CONTRACTOR warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. For breach or violation of this warranty COUNTY shall have the right to annul this Contract without liability. Ownership of Data The Parties hereto shall have the use of data and reports resulting from this Contract without cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Contract and to the performance hereunder. If the Contract results in a book or other written material, the author is free to copyright the work, but COUNTY reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, or Page 6 of 7 ONE-TIME CONTRACT BETWEEN MARICOPA COUNTY & PHX EAST VALLEY PARTNERSHIP otherwise use and to authorize others to use, all copyrighted material and all material, which can be copyrighted resulting from the Contract. Contract Compliance Monitoring COUNTY will monitor the CONTRACTOR'S compliance with, and performance under, the terms and conditions of this Contract. On-site visits for Contract compliance monitoring may be made by the Contract Administrator and/or appointed COUNTY employee at any time during the CONTRACTOR'S normal business hours, announced or unannounced. The CONTRACTOR shall make available for inspection and/or copying by the Contract Administrator, all records and accounts relating to the work performed or the services provided under this Contract. Non-Discrimination The CONTRACTOR, in connection with any service or other activity under this Contract, shall not in any way, discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. Equal Employment Opportunity The CONTRACTOR shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex or national origin. The CONTRACTOR shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex or national origin. Such action shall include, but not be 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 CONTRACTOR shall, to the extent such provisions apply, comply with Title VI and VII of the Federal Civil Rights Act; the Federal Rehabilitation Act; the Age Discrimination in Employment Act; American With Disabilities Act and; Arizona Executive Order 99-4 which mandates that all persons shall have equal access to employment opportunities. Retention of Records This provision applies to all financial and programmatic records, supporting document, statistical records and other records of the CONTRACTOR, which are reasonably considered as pertinent to this Contract. The CONTRACTOR agrees to retain all records relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is longer and the Contract Administrator, Federal and State auditors and any other persons duly authorized by COUNTY shall have full access to, and the right to examine, copy (at their own expense) and make use of any and all said materials during CONTRACTOR's normal business hours and upon reasonable prior notice. E-Verification of Employees The CONTRACTOR warrants that it is in compliance with A.R.S. §41-4401 and further acknowledges: 1. That the CONTRACTOR and its subcontractors, 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, subsection A; 2. That a breach of a warranty under subsection 1 above, shall be deemed a material breach of the contract that is subject to penalties up to and including termination of the contract; 3. That the COUNTY retains the legal right to inspect the papers of any contractor or subcontractor employee who works on the Contract to ensure that the CONTRACTOR or subcontractor is complying with the warranty provided under subsection 1 above and that the CONTRACTOR agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection; and 4. That nothing herein shall make any contractor or subcontractor an agent or employee of the COUNTY. END OF CONTRACT Page 7 of 7