CITY OF SURPRISE EXPO AGREEMENT.PDF
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Page 1 of 6 07/21 THE CITY OF SURPRISE, ARIZONA 16000 North Civic Center Plaza, Surprise, AZ 85374 CARE & SHARE EXPO VENDOR AGREEMENT This Vendor Agreement (“Agreement”) is entered into by and between the City of Surprise, an Arizona municipal corporation (“City”) and Maricopa County (“Vendor”) and shall be effective on the date last signed by the Parties below. City and Contractor shall each by referred to herein individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, City holds an annual “Care & Share Expo,” a community event that provides attendees with resources for accessing programs and services that promote health, financial growth, and self-empowerment; and WHEREAS, Vendor wishes to participate as an exhibitor or vendor at the Care & Share Expo. AGREEMENT NOW, THEREFORE, in consideration of the following mutual representations and promises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Participation. City hereby permits Vendor to participate in City’s Care & Share Expo as an exhibitor and/or vendor, subject to the terms and conditions set forth herein. The Care & Share Expo will be held at the dates, times, and locations as determined by City, and City will notify Vendor of such dates, times, and locations. Vendor will provide the “Activities” at the Care & Share Expo as further described in Exhibit A, herein incorporated by this reference. All Activities shall comply with the degree of care and skill that other professionals providing such Activities in Arizona would exercise under similar conditions. Vendor will not be compensated in any way for the Activities set forth herein. 2. Term. This Agreement shall remain in full force and effect for one (1) year from the effective date. 3. Termination. This Agreement may be terminated by the City for any of the following reasons: 3.1. For the convenience of City, without cause, by City providing written notice to Vendor; 3.2. For breach of any of the terms or conditions of this Agreement; or 3.3. Subject to termination pursuant to A.R.S. § 38-511. 4. Taxes; Worker’s Compensation. Vendor is solely responsible for payment of any and all taxes and worker’s compensation obligations that result from Vendor’s performance of this Agreement. 5. Indemnification. To the fullest extent permitted by law, Vendor agrees to indemnify, defend, and hold harmless City and its council members, boards, commissions, managers, officers, officials, agents, employees, volunteers, and representatives for, from, and against all claims, damages, losses, and expenses whatsoever (including but not limited to attorney’s fees) C-22-22-039-X-00 Page 2 of 6 07/21 arising out of, related to, resulting from, or caused by or in connection with: (i) this Agreement and/or the Activities herein; (ii) City entering into this Agreement; (iii) the acts, omissions, negligence or willful misconduct of Vendor or its employees, agents, officers, volunteers, contractors, and/or subcontractors in the performance of this Agreement; or (iv) the acts or omissions of City and its officers, agents, employees, volunteers, and representatives acting pursuant to or in furtherance of this Agreement. The indemnity shall not be limited in amount, or by Vendor’s insurance coverage. Vendor shall immediately undertake the defense of any such claims, damages, losses, and expenses upon written demand of City whether or not litigation has or has not been commenced. 6. Work Performed at Vendor’s Risk. Vendor shall undertake all precautions reasonably necessary and shall be responsible for the safety of its employees, agents, and participants in the performance of the Activities to be provided and shall utilize all protections reasonably necessary for that purpose. All Activities shall be provided by Vendor at Vendor’s own risk. Further, Vendor agrees to follow all instructions provided by City staff and will execute all additional documentation required by the City, including, without limitation, any required COVID-19 waivers and media releases. 7. Damage to City Property. Vendor shall perform all Activities so that no damage to any City building or property results. Vendor shall be responsible for paying to repair any damages Vendor caused, to the satisfaction of City, and at no cost to City. 8. Force Majeure. Neither Party shall be in default by reason of any failure in performance of this Agreement if such failure arises out of causes beyond their reasonable control and without the fault or negligence of said Party, including without limitation, unforeseeable Acts of God. 9. Insurance. If Vendor sells or offers to sell any goods or services as part of its Activities or otherwise as part of its participation at the Care & Share Expo, or as otherwise required by the City in its reasonable discretion, Vendor shall provide Commercial General Liability Insurance with an unimpaired limit of not less than $1,000,000 per occurrence and $1,000,000 in the aggregate. The policy shall include coverage for premises-operations, products-completed operations, contractual liability, bodily injury and property damage, and all Activities under this Agreement, but shall not limited to the liability assumed under the indemnification provisions of this Agreement. All insurance required herein shall remain valid until all of Vendor’s obligations have been discharged, including any warranty periods. All insurance policies required herein shall not be suspended, voided, cancelled, or reduced. Vendor shall identify the City of Surprise as additional insured on the Certificate of Insurance and applicable endorsement. Vendor’s policy shall be primary and non-contributory with respect to all other available sources. The policy must also contain a waiver of subrogation against the City of Surprise and its departments, agencies, boards, commissions, officers, officials, agents, and employees for losses arising from the Activities. Coverage shall be at least as broad as Insurance Service Office policy form CG 00 01 04 13 or any replacement thereof. The Certificate of Insurance shall expressly cover Vendor’s indemnification obligations herein. Vendor shall provide City with a Certificate of Insurance and all applicable endorsements at the time this Agreement is executed, including: (i) Additional Insured endorsement; (ii) Primary and Non-Contributory endorsement; and (iii) Waiver of Subrogation endorsement. THE CITY OF SURPRISE RESERVES THE RIGHT TO REQUIRE ADDITIONAL INSURANCE REQUIREMENTS AT ANY TIME. 10. Independent Contractor. Vendor shall be and act as an independent contractor and under no circumstances shall this Agreement be construed as an agency, partnership, joint venture, or employment agreement between the Parties. C-22-22-039-X-00 Page 3 of 6 07/21 11. Governing Law. This Agreement shall be deemed to be made under, construed in accordance with, and governed by the laws of the State of Arizona, without regard to choice of law or conflicts of laws principles. Any action arising out of this Agreement shall be commenced and maintained in Maricopa County Superior Court, State of Arizona. The prevailing Party shall be reimbursed by the other Party for all attorney’s fees and all other fees, costs, and expenses whatsoever arising out of this Agreement. 12. City Marks. Vendor shall not use any trade name, trademark, service mark, or logo of City in any advertising, promotions, or otherwise, without City’s express written consent. 13. Licenses and Permits. Vendor and all subcontractors shall keep current all licenses and permits required by law to provide the Activities referenced in this Agreement. 14. Compliance with Federal Immigration Laws and Regulations. Vendor warrants that it complies with all Federal Immigration laws and regulations that relate to its employees and complies with A.R.S. § 23-214.A. Vendor acknowledges that pursuant to A.R.S. § 41-4401, a breach of this warranty is a material breach of this Agreement subject to penalties up to and including termination of this Agreement, and that City retains the legal right to inspect the papers of any employee who works on the Agreement to ensure compliance with this warranty. 15. Non-Discrimination. Vendor shall not discriminate against any person on the basis of race, color, religion, age, gender, or national origin in the performance of this Agreement, and shall comply with the terms and intent of Title VI of the Civil Rights Act of 1964, P.L. 88-354, Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, the Drug Free Workplace Act of 1989, and Arizona Executive Order 2009-09, as amended. 16. Amendment. This Agreement cannot be amended without the prior written approval of the Parties. 17. Assignment; Subcontractors. Vendor shall not assign or subcontract all or part of this Agreement, or the rights provided to it herein, without the express written consent of City. Vendor is responsible for performance under this Agreement whether or not subcontractors are used. Vendor assumes all liabilities whatsoever for use of any subcontractors and shall ensure that the subcontractors’ work are covered under the required insurance policies stated herein, otherwise Vendor shall ensure that all subcontractors used in the performance of this Agreement obtain all insurance coverages and requirements that are required of Vendor under this Agreement. 18. Public Records. This Agreement is subject to laws requiring open public records, including without limitation, Arizona public record laws under Arizona Revised Statutes, Title 39, and the Freedom of Information Act (FOIA). This Agreement may be disclosed under a request for public records submitted to City. 19. Severability. If any provision of the Agreement or application thereof to any person or circumstance is determined to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law. 20. Survival. The Parties agree each Party shall remain obligated to the other under all provisions of this Agreement that expressly or by their nature extend beyond and survive the expiration or termination of this Agreement, including by way of example only, provisions addressing services, jurisdiction, insurance, indemnification, and warranties. 21. Electronic Signature. For purposes of executing this Agreement, a Party's handwritten original signature replicated by photocopy, electronic means or fax shall be considered an original signature. C-22-22-039-X-00 Page 4 of 6 07/21 22. Authorizations. The signatories to this Agreement represent that they have been authorized to execute this Agreement on behalf of the Party for which they sign, and that no further action or approvals are needed prior to execution. If not authorized to sign on Vendor's behalf, the signatory agrees to personally assume responsibility for the duties and liability of Vendor. 23. Notice. All notices shall be in writing and will be deemed given if: (i) delivered to the party at the address set forth below; (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below; (iii) given to a recognized and reputable overnight delivery service, to the address set forth below; or (iv) delivered by facsimile transmission to the number set forth below or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this section. If to City: City of Surprise 16000 N. Civic Center Plaza Surprise, AZ 85374 Attn: HSCV Administrator Facsimile: 623-222-1602 With copy to: Surprise City Attorney’s Office 16000 N. Civic Center Plaza Surprise, AZ 85374 Facsimile: 623-222-1101 If to Vendor: Maricopa County, Human Services 234 North Central Ave., 3rd Floor Phoenix, AZ 85004 Notices are deemed received: (i) when delivered to the Party; (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage; (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day; or (iv) when received by facsimile transmission during the normal business hours of the recipient. If a copy of a notice is also given to a Party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party will mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 24. Recitals. The Recitals set forth above are hereby incorporated by reference, as if fully set forth herein. 25. Conflicts. In the event of a conflict between this Agreement and any Exhibit, this Agreement will control. No terms, conditions, or other agreements external to this Agreement shall apply to these Activities. 26. Entire Agreement. The Parties agree this Agreement contains the entire agreement between the Parties. Vendor has fully read, understands, and agrees to be bound by all terms in this Agreement. SIGNATURES ON THE FOLLOWING PAGE. C-22-22-039-X-00 Page 5 of 6 07/21 IN WITNESS WHEREOF, the Parties hereto have agreed to the terms above and executed this Agreement as of the date last signed below. CITY OF SURPRISE VENDOR Signature: _________________________ Signature: _________________________ Printed Name: ______________________ Printed Name: ______________________ Title: _____________________________ Title: _____________________________ Date: _____________________________ Date: _____________________________ APPROVED AS TO FORM: __________________________________ __________________________________ City Attorney’s Office County Attorney __________________________________ Clerk of the Board Jack Sellers Chairman, Board of Supervisors C-22-22-039-X-00 Page 6 of 6 07/21 EXHIBIT A – Activities • Vendor will participate in the 2nd Annual Care & Share Expo on Saturday, November 13, 2021 from 10:00 a.m. – 2:00 p.m. • Vendors must remain for the entire duration of the event. • Designated setup time for vendors is from 8:00 a.m. – 9:15 a.m. • All vendors must be set up and in place by 9:15 a.m. • Vendor will provide information and promotional handouts pertaining to their organization. • Available information may include programs, activities, and events open to Surprise residents, opportunities to access aforementioned programs, activities, and events, and general resources available to the public. • Vendor will bring their own power cord for any activities that require electricity. • Vendor may utilize the Care & Share Expo as an opportunity to recruit volunteers for their respective organization. • Upon conclusion of the event, vendors will clean up after themselves and leave the area as they found it.