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City of Surprise C-22-22-041-X-00 13458337v1 Page 1 of 9 INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND CITY OF SURPRISE County Contract No.: C-22-22-041-X-00 City Contract No.: Agreement Amount: $10,000 Agreement Start Date: November 3, 2021 Agreement Termination Date: June 30, 2026 1.0 PARTIES This financial Intergovernmental Agreement (“Agreement”) is between the City of Surprise (“City”) and Maricopa County (“County”) administered by its Human Services Department, (“Department”). The County and the City collectively are referred to as the “Parties” and individually as the “Party.” 2.0 PURPOSE 2.1 The purpose of this Agreement is for the Parties to establish a process in which the City, through its Fire Department, will sell and install Safety Lockboxes on the front doors of individuals requiring special care, welfare checks and/or emergency services. 2.2 The County, through its Human Services Department, Senior and Adult Services Division, the (“Program”), provides Case Management Services to eligible Seniors and disabled Adults (“clients”). 2.3 Program staff will identify individuals opting to have Safety Lockboxes installed in their homes and will assist clients in completing the City’s Permit, Inspection & Lockbox Application (“Permit”) – Attachment A. Program staff will submit to the City for processing. 2.4 The County shall pay the City the cost of the installation of the Lockboxes for the client as this will ensure services for clients are not interrupted. 3.0 BACKGROUND 3.1 Maricopa County is the recipient of Older American Act funds through a contract with Area Agency on Aging, Region One, Incorporated, to provide case management services and facilitate services to assist eligible seniors and adults with disabilities to maintain independence in their homes. 4.0 TERM OF AGREEMENT 4.1 The initial term of this Agreement is listed on page one of this Agreement. 4.1 This Agreement shall be effective upon approval and signature by both Parties. 4.2 The Agreement may be extended upon written agreement approved and signed by both Parties. The Agreement may be extended as many times as is desirable, but each extension may not exceed the duration of the previous agreement. City City of Surprise C-22-22-041-X-00 13458337v1 Page 2 of 9 must provide notice of intent to renew (60) calendar days prior to the end of the original or extended Agreement term, as applicable. 5.0 AMENDMENTS Any changes to this Agreement shall be by a written amendment signed by both parties. 6.0 FUNDING 6.1 The County shall pay the City $65 dollars for the installation of the Safety Lockboxes. 6.2 The anticipated costs for the Agreement term may not exceed $2000 per fiscal year. 7.0 AVAILABILITY OF FUNDS Should funding for the activities in the Agreement, be reduced for any reason and services are not funded, then either Party may either accept a decrease in services offered by the other Party or terminate this Agreement. 8.0 PAYMENTS 8.1 The County shall pay the City for each Safety Lockbox installed by the City’s Fire Department. 8.2 The County shall mail County issued Warrants to: City of Surprise Attention Revenue Division 16000 N Civic Center Plaza Surprise, AZ 85374-7470 9.0 RESPONSIBILITIES OF ORGANIZATIONS 9.1 The Program shall: 9.1.1 Provide case management services to eligible clients to identify a need for a Safety Lockbox. 9.1.2 Assist client in completing the City’s Permit. 9.1.3 Submit completed form to the City via U. S. mail to the address listed in paragraph 8.2. 9.1.4 Receive invoice and processes a request for a County issued Warrant. 9.1.5 Mail Warrant to the City for payment of Safety Lockbox installation to the address listed in paragraph 8.2. 9.1.6 Confirm Lockbox installation date and arranges a home visit with client to explain Lockbox process to client. 9.2 The City shall: 9.2.1 Receive a Permit for Safety Lockbox installation. 9.2.2 Email/Fax an invoice to the Program Case Manager. 9.2.3 Receive County issued Warrant and schedule the installation of the Safety Lockbox within ten (10) business days of receipt of the completed form and Warrant. 10.0 TERMINATION 10.1 Under A.R.S. §38-511, either Party may cancel this Agreement without penalty or further obligation within three years after execution of this Agreement if any person City of Surprise C-22-22-041-X-00 13458337v1 Page 3 of 9 significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the County other Party is, at any time while this Agreement or any extension of this 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, under A.R.S § 38-511, either Party may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the Other Party from any other party to this Agreement arising as the result of this Agreement. 10.2 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 the Board of Supervisors or City under the Availability of Funds provision). The notice shall be given by either mail or via email to the persons listed in Section 11.0 (Notices) of this Agreement. 10.3 This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. 10.4 County or City has the right to terminate this Agreement upon twenty-four (24) hour notice when County determines that the health or welfare of the service recipients are endangered, or County’s or City’s non-compliance jeopardizes funding source financial participation. If not terminated by one of the above methods, then this Agreement shall terminate upon the expiration of the term stated on page one of this Agreement or expiration of any extended term described in Section 4.0 11.0 NOTICES Notifications and communications concerning this Agreement shall be directed to the following: County: Laura Henry, Assistant Director Senior and Adult Services Division Maricopa County Human Services Department 234 North Central Avenue, 3rd Floor Phoenix, Arizona 85004 Phone: 602-506-4936 Laura.Henry@maricopa.gov City of Surprise: Theresa Ramirez Lead Administrator Surprise Fire-Medical Department Fire Administration 14250 W Statler Plaza, Ste. 101 Surprise, AZ 85374 Phone: 623-222-5000 Theresa.ramirez@surpriseaz.gov 12.0 EMPLOYMENT DISCLAIMER 12.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 12.2 City agrees that no individual performing under this Agreement on behalf of City may be considered a County agent, employee, or representative and that no rights of County civil service, County retirement, or County personnel rules shall accrue or apply to any such individual. City shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes City of Surprise C-22-22-041-X-00 13458337v1 Page 4 of 9 and premiums appurtenant thereto concerning such individuals, and City shall indemnify, defend and hold harmless County with respect to the foregoing. 12.3 County agrees that no individual performing under this Agreement on behalf of County may be considered a City agent, employee, or representative and that no rights of City civil service, City retirement, or City personnel rules shall accrue or apply to any such individual. County shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and County shall indemnify, defend and hold harmless City with respect to the foregoing. 13.0 SAFEGUARDING OF PARTICIPANT INFORMATION The use or disclosure by either Party of any information concerning an applicant for, or recipient of, service under this Agreement is directly limited to the conduct of this Agreement. County and City and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall safeguard the confidentiality of this information, just as they would safeguard their own confidential information. 14.0 GENERAL INDEMNIFICATION Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (collectively referred to as “Claims”) arising out of bodily injury (including death) of any person or property damage, but only to the extent that such Claims, which result in vicarious/derivative liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. 15.0 NON-LIABILITY County or City including its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the Other or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Agreement, nor shall County or City including its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions be liable for purchases or contracts made by the Other or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement. 16.0 GENERAL LIABILITY INSURANCE EXCEPTION Each Party is a public entity. For such reason, insurance policy requirements shall not apply. Instead, each Party shall provide the other Party a Certificate of Self- Insurance equal to: General Aggregate $3,000,000 Each Occurrence Limit $1,000,000 17.0 COMPLIANCE WITH APPLICABLE LAWS 17.1 Each Party to this Agreement shall comply with all applicable laws, ordinances, resolutions, executive orders, rules, regulations, standards, and codes of the City of Surprise C-22-22-041-X-00 13458337v1 Page 5 of 9 federal, state, and local governments whether specifically referenced in this Agreement. Specifically, the following apply: 17.1.1 Unless exempt under federal law, Each Party shall comply with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and State Executive Order No. 75-5, as updated in State Executive Order No. 99-4 (Executive Order No. 2009-09 superseded Executive Order No. 99-4 and amended Executive Order No. 75-5), which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities. The Parties shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment of qualified persons because of physical or mental disability. The Parties shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. 17.1.2 Each Party to this Agreement shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits of, or participation in, contract services on the basis of race, color, or national origin. The Parties shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of disability, in delivering contract services; and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the basis of physical or mental disabilities in the provision of contract Programs, services, and activities. 17.1.3 Each Party to this Agreement shall not discriminate upon the basis of race, color, creed, religion, ancestry, national origin, sex, gender, sexual orientation, gender identity, disability, age, marital status or status with regard to the benefits of, or participation in, or use of the Programs, services, and activities. 17.1.4 Each Party warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that: 17.1.4.1 Each Party and their vendors, 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; 17.1.4.2 A breach of a warranty under this Section 17.1.4 shall be deemed a material breach of this Agreement that is subject to penalties up to and including termination of this Agreement; and 17.1.4.3 Each Party retains the legal right to inspect the papers of any contractor or (sub)contractor or vendor employee who works on this Agreement to ensure that the other Party is complying with the warranty provided under the subsections listed above and that each Party agrees to make all papers and employment records of such employee(s) available during normal working hours in order to facilitate such an inspection; 18.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY, AND VOLUNTARY EXCLUSION Each Party certifies to the best of its knowledge and belief, that it and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions: City of Surprise C-22-22-041-X-00 13458337v1 Page 6 of 9 18.1 Are not presently debarred, suspended, proposed for debarment, or declared ineligible or voluntarily excluded from covered transactions by any federal department or agency. 18.2 Have not within a three-year period been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 18.3 Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the paragraphs above; and 18.4 Have not within a three-year period had one or more public transactions (federal, state, or local) terminated for cause or default. 19.0 FEDERAL IMMIGRATION AND NATIONALITY ACT 19.1 Each Party understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Parties agree to comply with the IRCA in performing under this Agreement and to permit the other Party to inspect personnel records to verify such compliance. 19.2 By entering into this Agreement, each Party warrants compliance with the Federal Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations related to the immigration status of its employees. shall obtain statements from their (Sub)contractors certifying compliance and shall furnish the statements to the Other upon request. These warranties shall remain in effect through the term of this Agreement. Each Party and their (Sub)contractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 19.3 Either Party may request verification of compliance for any employee or (sub)contractor performing work under this Agreement. Should Either Party suspect or find that the Other or any of its (Sub)contractors are not in compliance, then the Other Party may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of this Agreement for default, and suspension or debarment of the Other Party. All costs necessary to verify compliance are the responsibility of the Each Party. 20.0 WRITTEN CERTIFICATION UNDER A.R.S. § 35-393.01 If either Party engages in for-profit activity and has 10 or more employees and, if this Agreement has a value of $100,000 or more, then each Party certifies it is not currently engaged in and agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 21.0 ASSIGNABILITY AND SUBCONTRACTING No rights, liabilities, obligations, or duties under this Agreement may be assigned, delegated, or subcontracted, in whole or part, without the prior written approval of each Party. The other Party shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the other Party approves, in writing, the assignment, delegation, or subcontract or agrees otherwise. City of Surprise C-22-22-041-X-00 13458337v1 Page 7 of 9 22.0 RIGHTS/OBLIGATIONS OF PARTIES ONLY The terms of this Agreement are intended only to define the respective rights and obligations of the Parties. Nothing in this Agreement shall create any rights or duties in favor of any potential third-party beneficiary or other person, agency, or organization. Nothing in this Agreement shall affect the legal liabilities of either Party by imposing any standard of care different from the standard of care imposed by law. 23.0 WAIVER OF TERMS, CONDITIONS, AND DEFENSES The failure of either Party to insist in any one or more instances on performance of any of the terms and conditions of, or to exercise any rights or privileges contained in, this Agreement shall not be considered as waiving such terms, conditions, rights, or privileges, and they shall remain in full force and effect. Nothing in this Agreement shall be construed as consent to any lawsuits or waiver of any defenses in a lawsuit brought against the County in any state or federal court. 24.0 ENTIRE AGREEMENT This Agreement contains the entire understanding of the Parties. There are no representations or other provisions besides those contained in either this Agreement or in any written amendments approved and signed by both Parties. 25.0 SURVIVAL The indemnification, hold harmless, defense, and non-liability provisions of this Agreement shall have full force and effect notwithstanding any other provisions in this Agreement and shall survive the termination or expiration of this Agreement. 26.0 SEVERABILITY The Parties agrees that should any part of this Agreement be held invalid or void, the remainder of this Agreement shall remain in full force and effect and shall be binding on the Parties. 27.0 EXECUTION OF AGREEMENT/COUNTERPARTS This Agreement may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts shall form a single instrument. 28.0 CHOICE OF LAW; VENUE This Agreement shall be construed in accordance with and governed by the laws of the State of Arizona. The proper venue for any proceedings relating to this Agreement shall be Maricopa County, Arizona. 29.0 AUTHORIZATION Each Party warrants to the other Party that the appropriate governing body of the Party has authorized approval and signature of this Agreement. Signatures contained on following page City of Surprise C-22-22-041-X-00 13458337v1 Page 8 of 9 IN WITNESS, the Parties have approved and signed this Agreement: FOR CITY OF SURPRISE: ____________________________________ Michael Frazier Date City Manager FOR MARICOPA COUNTY: _______________________________________ Jack Sellers Chairman Date Board of Supervisors Attested to: ____________________________________ City Clerk Date Attested to: _______________________________________ Juanita Garza, Clerk of the Board Date IN ACCORDANCE WITH A.R.S. §§ 9-240 AND 11-952, THIS AGREEMENT HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED IT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO THE CITY OF SURPRISE UNDER THE LAWS OF THE STATE OF ARIZONA. Approved as to form: By: _____________________________________ City Attorney Date IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-251, AND 11-952, THIS AGREEMENT HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED IT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO MARICOPA COUNTY UNDER THE LAWS OF THE STATE OF ARIZONA. Approved as to form: By: _________________________________________ Deputy County Attorney Date ATTACHMENT A