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t8-n05--- -5-a) Maricopa County Employees Combined Charitable Campaign and Valley of the Sun United Way Campaign Services and Fiscal Sponsor Agreement Maricopa County, a political subdivision of the State of Arizona, and the Valley of the Sun United Way, a non-profit corporation (VSUW), enter in this Campaign Services and Fiscal -Sponsor Agreement effective June 1, 2018 (Agreement). This Agreement is a financial agreement. Maricopa County and VSUW may be referred to individually as "Party" and collectively as "Parties." I. PURPOSE Maricopa County, by and through its Board of Supervisors, supports and authorizes the Maricopa County Employees Combined Charitable Campaign (CCC). The Maricopa County Employees Combined Charitable Campaign Executive Committee (Executive Committee) is the designated body to lead and manage the CCC with the assistance and support of VSUW. The purpose of this agreement is to authorize VSUW to act as Fiscal Sponsor and to provide Campaign Services for the CCC and the County EASE Fund. Per IRS guidelines, as a Fiscal Sponsor, VSUW is required to exercise complete discretion and control of the County EASE Fund. II. TERM AND TERMINATION A. The term of this Agreement shall be for one year from June 1,2018 through May 31, 2019. The Agreement is effective when executed by the Parties. The Agreement may be extended, by mutual agreement, for four (4) additional one-year terms. All amendments to this Agreement shall be in writing and executed by the Parties. B. Pursuant to A.R.S. § 38-511, Parties may cancel this Agreement without penalty or further obligation within three years after execution of the Agreement, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of a 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. Additionally, pursuant to A.R.S. § 38-511, the Parties may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the Party from any other party to the Agreement arising as the result of the Agreement. C. 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 Maricopa County under the Availability of Funds provision). The notice shall be given by personal delivery or by registered or certified mail, pOstage prepaid and returned receipt requested to the persons at the addresses set forth on Paragraph III of this Agreement. D. This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. E. Maricopa County has the right to terminate this Agreement upon twenty-four (24) hour notice when Maricopa County deems the health or welfare of the service recipients are endangered or VSUW's non-compliance jeopardizes funding source financial participation. F. If not terminated by one of the above methods, this Agreement will terminate upon the expiration of the term of this Agreement stated in Paragraph ILA of this Agreement. .4 Statement of Work III. VSUW OBLIGATIONS VSUW will be responsible for the following: A. Campaign Coordination VSUW will: I. Participate as a nonvoting member of the Executive Committee meetings and any . special sessions scheduled. 2. Prepare materials and reports requested of VSUW for meetings. 3. Provide ongoing assistance in development of campaign goals and strategies. As reasonably called upon, VSUW staff will participate in campaign planning and training sessions. VSUW will provide assistance in campaign goal setting and creation of campaign strategies. VSUW staff will provide information to the Executive Committee regarding campaign best practices and other information pertinent to the campaign. 4. Provide year round consultation services. 5. Be available for consultation regarding the campaign on a year round basis. 6. Arrange speakers, tours and agency fairs and will provide speakers, tours and agency fairs utilizing standing relationships with agencies and speakers in Maricopa County, following VSUW speaker guidelines, and at the request of the Executive Corrunittee and Department Representatives. 7. Conduct Training for Executive Committee leadership who are selected by the Committee to attend VSUW's annual Campaign Manager training, and to committee members as reasonably requested. 2 8. Participate in Maricopa County's Department Representative Training Sessions as necessary. B. Campaign Processing Services VSUW will: 1. Agency Certification a. Assist in identifying and assigning agency codes for all agencies approved by Maricopa County to be part of the CCC. b. Notify Maricopa County of agencies that have not received any donations/ designations for two years. 2. Pledae Processing VSUW will: a. Provide, free of charge, the updated version of the electronic online pledge processing system, including regular updates that it selects in conjunction with the Executive Committee, on an annual basis while this Agreement is in effect without charging a transaction or system fees. b. Provide Maricopa County with two to three hours of training on the pledge processing system for employees who will need to access the application to run reports, and one to two hours of training for the Department Representatives who will be assisting employees to make their donations online. c. Pick up report envelopes, as needed, from the designated Campaign Financial Administrator. d. Enter the donation amounts (for paper pledges and special events) into the electronic pledge processing system. e. Build the Maricopa County website for the electronic pledge processing system according to VSUW's standard parameters for such web sites and in consultation with Maricopa County. f. Provide campaign materials, such as pamphlets and video tapes, as requested. 3. Disbursement of Funds VSUW will: 3 a. Provide a post-campaign report detailing the characteristics of the campaign, including dollars raised, employee participation; and donation designations. b. Assign to VSUW all donor contributions that are not designated; except that all Special Event contributions not otherwise designated will be default to EASE, less the administrative costs. c. Release EASE funds monthly based on payments received by Maricopa County. d. Within 30 calendar days of Maricopa County's written request, provide a funds distribution report to Maricopa County identifying the anticipated disbursement of employee pledge dollars, allowing Maricopa County to sign off on the distribution of funds. e. Distribute funds to designated agencies by the 15th day of each month, based on payments received through the end of the previous month from Maricopa County, as long as those agencies comply with VSUW's electronic fund transfer policies; otherwise, VSUW will distribute funds to designated agencies on either a quarterly or year-end basis, based on payments received from Maricopa County. f. Agrees that the Maricopa County EASE fund will receive 100% of the funds received through Special Events and dollars designated by employees for EASE fund during the employee giving campaign, less the administrative costs. 4. Donor Information and Confidentiality VSUW will: a. Protect donor information as reasonably instructed by the Executive Committee. b. Refrain from releasing any Maricopa County employee information to any party, unless instructed to do so by the donor. This provision does not restrict identifying distributed funds from Maricopa County on the distribution of checks or reports when necessary in the processing of hinds distribution, or to send acknowledgment letters of Maricopa County employee donations. c. Track donation amounts and designation history of the CCC. C. VSUW Tax ID Number VSUW will maintain policies guiding the use of their tax ID number and issuance of tax letters in accordance with IRS guidelines and regulations. D. Ease Fund Administration 4 VSUW will: 1. Assist with management and operation of the County EASE Fund as detailed in the EASE Fund Policy. 2. Provide a VSUW staff liaison to the EASE Fund Committee. 3. Provide advisory consultation services during review of applications to the EASE Fund. 4. Prepare check requests and generate checks to EASE Fund approved applicants, as authorized by the County Ease Fund Manager. Checks will be delivered via Coyote Courier at Maricopa County's cost, unless another method is determined by VSUW and Maricopa County. 5. Maintain current accounting of funds held in the EASE Fund, provide a monthly report of the balances and distribution of the fund to the EASE Fund Manager, and maintain allocation history of the EASE Fund. Within 30 days of Maricopa County's request, VSUW will provide a summary report outlining the prior year's expenditures, funding activity and balances, and addition of funds from the most recent campaign. 6. Provide 501(c)(3) designation for Maricopa County's use for disbursement of EASE Fund funds. 7. In conjunction with the EASE Committee, review and revise EASE Fund application materials, as required. 8. Have final approval of the EASE Fund process and EASE Fund distributions. 9. Review and approve the EASE Fund policy and process on an annual basis. IV. MARICOPA COUNTY OBLIGATIONS Maricopa County will be responsible for the following: A. Campaign Management 1. Campaign Management Services: The Campaign Financial Administrator will provide VSUW staff with dates of meetings, events and deadlines. All dates will be made known to VSUW, as soon as they are scheduled by the Executive Committee. 2. Campaign Management Resources a. The Campaign Financial Administrator will submit requests for campaign materials and supplies in a timely manner. 5 b. Members of Executive Committee and department representatives will submit requests for speakers, tours and agency fairs in a timely manner to the VSUW development representative who has been assigned to them. All requests must be submitted at least ten (10) business days prior to the date of the event. B. Campaign Processing Services I. Agency Certification a. The Executive Committee will request and review agency applications per CCC criteria and will inform agencies of their acceptance. The approved list will be provided to VSUW for coding. At a minimum, approved agencies must: i. Be registered with the IRS as a 501(cX3) tax-exempt, non-profit organization. Be compliant with all applicable state laws and regulations including the maintenance of corporate status as designated by the state of incorporation regulatory agency. Not knowingly employ individuals or contribute funds to organizations identified on the U.S. Government, European Union, or the United Nations terrorist-related list. b. The Executive Committee will make available the approved Maricopa County Agency Lit to County Employees. C. Pledge Processing I. The Campaign Financial Administrator will: a. Collect the report envelopes, review them for accuracy, and give them to VSUW for processing. b. Assist VSUW staff in resolving pledge information and designation issues. c. Run reports frequently to review for inconsistencies and provide campaign updates to the Executive Committee. D. Disbursement of Funds Maricopa County is responsible for forwarding payroll deduction payments to VSUW for distribution on a timely basis, typically monthly. E. Ease Fund Administration 1. The County EASE Fund Committee will be responsible for the following: 6 a. Setting its meeting schedule. b. Providing a trained staff member to serve as intake coordinator. c. Convening committee members to review and approve/deny applications. d. Intake and initial processing of EASE Fund applications. e. Providing appropriate documentation to VSUW in order to facilitate generation of payment. f. Honoring requirements and procedures in keeping with IRS guidelines for use of 501(c)(3) designation. F. VSUVI Tax ID Number Maricopa County agrees: 1. That VSUW's tax ID number shall not be used in any capacity outside of the normal pledge process without written VSUW approval or consent and that all use of the VSUW tax ID number for solicitations of gifts or special event sponsorships must be pre-approved by VSUW. 2. To comply with all VSUW policies guiding the use of their tax ID number and issuance of tax letters in accordance with IRS guidelines and regulations. 3. To make all requests for use of the VSUW tax ID number to the County EASE Fund Manager, who will submit said requests. to the VSUW staff liaison for that year's campaign. V. FEES VSUW shall receive a fee of seven percent (7%) of the total amount collected for the one-year term of this Agreement as an administrative fee for acting in the capacity of Fiscal Sponsor for Maricopa County and providing campaign management services and resources, campaign processing service and EASE Fund administration. VI. INDEMNIFICATION A. To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the VSUW, VSUW shall defend indemnify and hold harmless Maricopa County, its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of VSUW's obligations under this Agreement. 7 B. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. C. The scope of this indemnification does not extend to the sole negligence, acts, or omissions of Maricopa County. VII. INSURANCE A. VSUW and its subcontractors, at VSLIW's and its subcontractors' own expense, 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, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of Maricopa County. The form of any insurance policies and forms must be acceptable to Maricopa County. B. 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. Failure to do so may, at the discretion of Maricopa County, constitute a material breach of this Agreement. C. For negligent acts, errors, omissions, or mistakes relating to the performance of VSUW's obligations under this Agreement only, VSUW's insurance shall be primary insurance with respect to Maricopa County, and any insurance or self-insurance maintained by Maricop4 County shall not contribute to it in those circumstances. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the Maricopa County's right to coverage afforded under the insurance policies. The insurance policies may provide coverage that contains deductibles or self-insurance retentions. In the circumstances described in this paragraph, VSUW shall be solely responsible for the deductible and/or self-insurance retention. D. Maricopa County reserves the right to request and to receive, within 10 business days, evidence of any or all of the herein required insurance policies and/or endorsements. Maricopa County shall not be obligated, however, to review such 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, Maricopa County's right to insist on strict fulfillment of VSLJW's obligations- under this Agreement. E. VSUW and its subcontractors' insurance policies required by this Agreement, except Workers' Compensation, shall name Maricopa County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. VSUW and VSUW's and subcontractors' insurance policies required hereunder, except Workers' Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against Maricopa County, its agents, representatives, officers, directors, officials and employees only for any claims arising out of negligent acts, errors, omissions, or 8 mistakes relating to the performance of VSUW's obligations under this Agreement. This waiver shall not apply to claims that are determined to be related to or arising from the sole negligence, acts, or omissions of Maricopa County F. Commercial General Liability. VSUW shall maintain 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. G. Workers' Compensation. VSUW shall maintain 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. Professional Liability. VSUW shall maintain Professional Liability insurance which will provide coverage for any and all acts arising out of the work or services performed by the VSUW under the terms of this Agreement, with a limit of not less than $1,000,000 for each claim. H. For damages arising out of negligent acts, errors, omissions, or mistakes relating to the performance of VSUW's obligations under this Agreement, VSUW and its subcontractors waive all rights against Maricopa 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 and its subcontractors pursuant to this Agreement. Evidence of Insurance Coverage. Prior to commencement of work or services under this Agreement, VSUW shall furnish Maricopa County with the following: Certificates of Insurance in a form acceptable to Maricopa County, or formal endorsements as required by this Agreement, in the form provided by the Maricopa County, issued by VSUW's insurer(s), as evidence that policies providing the required coverages, conditions and limits required by this Agreement are in full force and effect. Such certificates shall identify this Agreement title. , VIII. GOVERNING LAW. All questions relating to the execution, interpretation and performance of this Agreement shall be governed by the laws of the State of Arizona. IX. NOTICES. All notices to either Party (each a "Notice") will be in writing, will refer specifically to this Agreement and will be hand delivered or sent by express courier service, costs prepaid to the respective address specified below (or to such other address as may be specified by Notice to the other Party): If to Maricopa County, to: Joy Rich, County Manager 9 301 W Jefferson St, 10 th Fl Phoenix, AZ 85003 If to VSUW, to: Tanya Muniz, Chief Financial Officer 3200 E Camelback Rd, Suite 375 Phoenix, AZ 85018 Such Notice will be deemed to be duly provided when received if sent by courier service or when delivered if transmitted by hand delivery. X. ENTIRE AGREEMENT, MODIFICATION, ASSIGNMENT AND COUNTERPARTS This Agreement constitutes the entire understanding between the Parties and supersedes all prior written or oral proposals or agreements pertaining to the subject matter herein. No modification of this Agreement will be effective unless made in writing and executed by duly authorized representatives of each Party. This Agreement may be executed in multiple counterparts, each of which shall be deemed as original, but all of which, when taken together, shall constititte one and the same instrument. XI. SE'VERABILITY If any provision of this Agreement is held invalid, all other provisions of this Agreement shall remain in effect; provided, however, that the invalid provision may be modified by the Parties, an arbitrator or a court of law, as needed to make such provision valid. XII. SURVIVAL The provisions of this Agreemeni, which by their very nature would continue beyond termination, or expiration of this Agreement, will continue as valid and enforceable rights and obligations of the Parties and survive termination or expiration of this Agreement. XIII. HEADINGS The headings used in this Agreement are for convenience only and are not intended to be part of the terms and conditions of this Agreement. XIV. ISRAEL BOYCOTT Per A.R.S. § 35-393.01, VSUW certifies that it is not currently engaged in, and agrees for the duration of the Agreement to not engage in, a boycott of Israel. (Remainder of the page intentionally left blank signatures to fillow) 10 Date: JUN 6 26/ By: Steve Chucri, Chairman Maricopa County Board of Supervisors JUN 06 2016 Attest B an Mcdarroll eiSM5 Clerk of the Board Date: IN WITNESS WHEREOF, intending to be legally bound, the Parties have executed or caused this Agreement to be executed by their duly authorized representatives as of the Effective Date: VALLEY OF THE SUN UNITED WAY Date: By: _s ja,len—itlbart4)? . Tanya . Manz, Chief Finanthel Officer MARICOPA COUNTY Approved as to fonn: Maricopa County A mey's Office Date 11