FY 21 WESTMARC CONTRACT _VENDOR_LEGAL.PDF

GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT

MARICOPA COUNTY
WESTMARC
No.: C-49- Amount: $5,000
Effective Date: July 1, 2020 Termination Date: June 30, 2021

This Contract is entered into by and between Western Maricopa Coalition, Inc. dba WESTMARC (WESTMARC),
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: Western Maricopa Coalition, Inc. dba WESTMARC. Phone: (623) 435-0431
Address: 6751 N. Sunset Blvd Suite 210, Glendale, AZ_ 85305

Maricopa County: Maricopa County Budget Office Phone: (602) 506-7011
Address: 301 West Jefferson 10' Floor, Phoenix, Arizona 85003

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GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT
MARICOPA COUNTY

WESTMARG

IN WITNESS WHEREOF, the Parties enter into this Contract:

CONTRACTOR: MARICOPA COUNTY:
SKM An BY:
Signature WESTMARC Clint Hickman

Maricopa County Board of Supervisors

Sintra Hoffman, President/CEO

Typed Name/Title Clerk of the Board of Supervisors
ya. ,
loll [5 [BX
Date / U 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 A ona.

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Deputy County Attorney
6/15/20

Date

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GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT
MARICOPA COUNTY

WESTMARG
SCOPE OF WORK

WESTMARC is the regional coalition of community, business, government, and education that promotes the West
Valley and advocates on its behalf. It has been determined by the Parties that this contract is being executed for
economic development and public purposes; is for the benefit of the public; and will assist in the creation or retention
of jobs and otherwise improve or enhance the economic welfare of the inhabitants of Maricopa County.
WESTMARC represents Maricopa County, west of I-17, of which 82% is unincorporated. The area WESTMARC
represents contains 35% of the population of Maricopa County and includes 15 communities. WESTMARC promotes
policies leading to responsible growth, a positive quality of life, a healthy environment, strong community development
and a favorable public image for our region.

The CONTRACTOR will provide COUNTY with economic development support focused on marketing the West Valley
of Maricopa County to generate positive exposure and qualified business/industry prospects during the County's
2021 Fiscal Year. COUNTY is funding up to $5,000 for this purpose.

Term
This Contract shall be effective through June 30, 2021.

Contract and funding will be reviewed on an annual basis for possible future funding.
CONTRACTOR will engage in the following activities:

e Support economic development programs and services benefiting the unincorporated areas of the West
Valley.

e Serve as an economic development facilitator for the West Valley in the areas of education, economic
development, transportation and transit and additional issues of interest to the County that may arise...

e The member of the County Board of Supervisor executing this contract will a seat on the
CONTRACTOR's Board of Directors. The Director and one staff are welcome to attend all the Board of
Director Meetings. Meet bi-annually with the Supervisor District 4 to present accomplishments under the
contract.

e Collaborate with the local and regional economic development boards, state, regional, and local
chambers, Arizona Commerce Authority, the Greater Phoenix Economic Council (GPEC) and other
economic development interests to align regional economic development strategies and assist in growth
of high-wage industries and employment.

e Actively support foundational improvements in the areas that highly impact the region such as
transportation, education and taxation in the West Valley and encourage elected officials to adopt
business-friendly policies including but not limited to support policies that are in support of Luke Air Force
Base and its mission.

e Communicate and collaborate with West Valley regional and municipal elected officials of key economic
development issues and business friendly policies in the West Valley.

e Promote and further connections between economic development, workforce development, and
training/education efforts to maximize regional impact.

e Provide assistance to businesses referred by the Arizona Commerce Authority or another resource.

e Promote the West Valley and the benefits available within the State/region, to agencies and groups within
the area as well as groups looking to relocate to the area in order to enhance and strengthen the
employment base of western Maricopa County

e Provide current information to a broad base of people through the WESTMARC web site.

e Promote economic development opportunities in the West Valley with media placement of ten (10)
positive West Valley stories in Greater Phoenix / Arizona media.

e Assist and coordinate requests received by Maricopa County for Foreign Trade Zone non object letters
and/or site approvals submitted by entities in accordance with the County’s Foreign Trade Zone
Guidelines. Provide an economic and revenue impact summary of proposed Foreign Trade Zone
requests.

e Serve as facilitator and marketing agency for the Greater Maricopa Foreign Trade Zone (GMFTZ):

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GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT
MARICOPA COUNTY

WESTMARG

= The GMFTZ (FTZ No. 277) was designated in January of 2011 to be used as an economic
development tool for the West Valley

=» WESTMARC will be responsible for marketing the GMFTZ and will serve as the facilitator for
companies considering the area for relocations and / or expansions

= WESTMARC will also be the lead on efforts to educate its members and others in the community
on the role of the GMFTZ and its outcomes.

REPORTING REQUIREMENTS

CONTRACTOR will provide COUNTY and Contract Administrator with a bi-annual performance reports due on
December 31, 2020 and June 30, 2021 Reports are to be submitted to the Contract Administrator AND District 4
Supervisor. Performance reports are to describe detailed steps undertaken to complete the activities outlined in the
contract.

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 Contract Administrator and the COUNTY Budget Office no
later than April 30, 2021. If an audit report was provided to the County during the previous fiscal year, CONTRACTOR
may provide COUNTY with an annual financial report reviewed by the WESTMARC Financial Committee in lieu of
an annual external audit.

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 parities

COMPENSATION
This is a Firm Fixed Price Contract. COUNTY shall pay the contractor a total of $5,000 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.

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GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT
MARICOPA COUNTY

WESTMARC
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 unemploy-
ment 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 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, or a resident Commissioner 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 because
of default or by the Board of Supervisors under Availability of Funds provision). Such notice shall be given by personal

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GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT
MARICOPA COUNTY

WESTMARC

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.

Waiver

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.

Assignment

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.

Strict Compliance

The COUNTY may, at any time, by written order, and sixty (60) days prior written notice to CONTRACTOR, within its
sole discretion, make changes within the general scope of this contract in any one or more of the following areas:

e Work Statement activities reflecting changes in COUNTY or Contract Administrator policies or requirements.
e 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 attorneys’ 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
attorney's 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

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GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT
MARICOPA COUNTY

WESTMARC

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 Maricopa County
reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, or 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

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GRANT AWARD CONTRACT
ECONOMIC DEVELOPMENT
MARICOPA COUNTY

WESTMARC

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

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