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AGREEMENT BETWEEN
THE GREATER PHOENIX ECONOMIC COUNCIL
AND THE CITY OF CHANDLER
City Contract No. ____________
The City Council of the CITY OF CHANDLER, an Arizona municipal corporation (the “City”), has
approved participation in and support of the regional economic development program of the GREATER
PHOENIX ECONOMIC COUNCIL (“GPEC”), an Arizona non-profit corporation. The purpose of this
agreement (“Agreement”) is to set forth the regional economic development program that GPEC agrees to
undertake, the support that the City agrees to provide, the respective roles of GPEC and the City and the
payments of the City to GPEC for the fiscal year July 1, 2024 - June 30, 2025 (“FY2025”). The City and
GPEC may be referred to individually in this Agreement as a “Party” and collectively as the “Parties”.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the City and GPEC
agree as follows:
I.
RESPONSIBILITIES OF GPEC
A.
MISSION: Attract and grow quality businesses and advocate for Greater Phoenix’s
competitiveness.
B.
GOALS: GPEC is guided by and strategically focused on two specific long-range goals:
1.
Marketing the region to generate qualified business/industry prospects in targeted
economic clusters.
2.
Leveraging public and private allies and resources to locate qualified prospects,
improve overall competitiveness, and sustain organizational vitality.
C.
RETENTION AND EXPANSION POLICY:
1.
GPEC’s primary role is developing the Greater Phoenix region’s market intelligence
strategy for high wage, base industry clusters in coordination with representatives of
GPEC member communities.
2.
Retention and expansion of existing businesses within GPEC member communities is
primarily a local issue.
3.
GPEC will support its member communities’ efforts to retain and expand existing
businesses through coordinating regional support and providing research on key
retention and expansion projects.
4.
GPEC will advise its member communities when an existing company contacts GPEC
regarding a retention or expansion issue, subject to any legal or contractual non-
disclosure obligations.
D.
ACTION PLAN AND BUDGET: In accordance with the Mission, Goals and Retention Policy
set forth above and subject to the availability of adequate funding, GPEC shall implement the
Action Plan and Budget adopted by GPEC's Board of Directors, a copy of which has been
delivered to the City, receipt of which is hereby acknowledged. A summary of the Action
Plan is attached hereto as Exhibit A (“GPEC Action Plan”). The City shall be informed of
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any changes in the adopted Action Plan which will materially affect or alter the priorities
established therein. Such notification will be in writing and will be made prior to
implementation of such changes. Notwithstanding the foregoing, the City acknowledges and
agrees that GPEC may, in its reasonable judgment in accordance with its own practices and
procedures, substitute, change, reschedule, cancel or defer certain events or activities
described in the Action Plan as required by a result of changing market conditions, funding
availability, unforeseen expenses or other circumstances beyond GPEC's reasonable control.
GPEC shall solicit the input of the City on the formulation of future marketing strategies and
advertisements. The Action Plan will be revised to reflect any agreed upon changes to the
Action Plan.
E.
PERFORMANCE TARGETS: Specific performance targets, established by GPEC’s Executive
Committee and Board of Directors, are attached hereto as Exhibit B (“GPEC Performance
Measures”) and shall be used to evaluate and report progress on GPEC’s implementation of
the Action Plan. In the event of changing market conditions, funding availability, unforeseen
expenses or other circumstances beyond GPEC's reasonable control, these performance targets
may be revised with the City’s prior written approval, or with the prior written approval of a
majority of the designated members of GPEC’s Economic Development Directors Team
(“EDDT”). GPEC will provide monthly reports to the City discussing in detail its progress in
implementing the Action Plan as well as reporting the numerical results for each performance
measurement set forth in Exhibit B. GPEC shall provide a copy of its annual external audit
for the preceding fiscal year to the City no later than December 31, 2024.
In the case of any benchmark which is not met, GPEC will meet with the EDDT to
provide an explanation of the relevant factors and circumstances and discuss the approach to
be taken in order to achieve the target(s). Failure to meet a performance target will not, by
itself, constitute an event of default hereunder unless GPEC (i) fails to inform the City of such
event or (ii) fails to meet with EDDT to present a plan for improving its performance during
the balance of the term of the Agreement which will constitute an event of default for which
the City may terminate this Agreement pursuant to paragraph IV.J. below.
II.
RESPONSIBILITIES OF THE CITY
A.
STAFF SUPPORT OF GPEC EFFORTS: The City shall provide staff support to GPEC's
economic development efforts as follows:
1.
The City shall respond to leads or prospects referred by GPEC in a professional
manner within the time frame specified by the lead or prospect if the City desires to
compete and if the lead is appropriate for the City. When available, the City agrees
to provide its response in the format developed jointly by EDDT and GPEC.
2.
The City shall provide appropriate local hospitality, tours and briefings for prospects
visiting sites in the City.
3.
The City shall provide an official economic development representative to represent
the City on the EDDT, which advises GPEC’s President and CEO.
4.
The City shall cooperate in the implementation of GPEC/EDDT process improvement
recommendations including the use of common presentation formats, exchange of
information on prospects with GPEC's staff, the use of shared data systems, land and
building databases and private sector real estate industry interfaces.
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5.
The City shall use its best efforts to respond to special requests by GPEC for
particularized information about the City within three business days after the receipt
of such request.
6.
In order to enable GPEC to be more sensitive to the City's requirements, the City shall,
at its sole option, deliver to GPEC copies of any City-approved economic
development strategies, work plan, programs and evaluation criteria. GPEC shall not
disclose the same to the other participants in GPEC or their representatives.
7.
The City shall utilize its best good faith efforts to cause an economic development
professional representing the City to attend all marketing events and other functions
to which the City has committed itself.
8.
The City agrees to work with GPEC to improve the City’s Competitiveness and
market readiness to support the growth and expansion of the targeted industries as
identified for the City in Exhibit C (“Targeted Industries”).
B.
RECOGNITION OF GPEC: The City agrees to recognize GPEC as the City's officially
designated regional economic development organization for marketing the Greater Phoenix
region.
III.
ADDITIONAL AGREEMENTS OF THE PARTIES:
A.
PARTICIPATION IN MARKETING EVENTS AND PROVISION OF TECHNICAL ASSISTANCE:
Representative(s) of the City shall be entitled to participate in GPEC's marketing events
provided that such participation shall not be at GPEC's expense. When requested and
appropriate, GPEC will use its best efforts to provide technical assistance and support to City
economic development staff for business location prospects identified and qualified by the
City and assist the City with presentations to the prospect in the City or their corporate
location.
B.
COMPENSATION:
1.
The City agrees to pay $139,678 for services to be provided by GPEC pursuant to the
Agreement during the fiscal year ending on June 30, 2025, as set forth in this
Agreement. This amount is based on approximately $.4897 per capita, based upon
the 2023 Office of Economic Opportunity population estimate, which listed the City
as having a population of 285,231. The payment by the City may, upon the mutual
and discretionary approval of the board of directors of GPEC and the City Council,
be increased or decreased from time to time during the term hereof in accordance with
the increases or decreases of general application in the per capita payments to GPEC
by other municipalities which support GPEC.
2.
Funding of this Agreement shall be subject to the annual appropriations of funds for
this activity by the City Council pursuant to the required budget process of the City.
3.
Nothing herein shall preclude the City from contracting separately with GPEC for
services to be provided in addition to those to be provided hereunder, upon terms and
conditions to be negotiated by the City and GPEC.
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4.
GPEC shall submit invoices for payment on a quarterly basis. The foregoing
notwithstanding, if GPEC has not provided the City with the audit required pursuant
to paragraph I.E. above no later than December 31, 2024, no payments shall be made
hereunder until the City receives the audit report. Invoices and monthly activity
reports, substantially in the form of Exhibit D (“Reporting Mechanism for Contract
Fulfillment”) attached hereto, are to be submitted to the address listed under paragraph
IV.P.
C.
COOPERATION:
1.
The Parties acknowledge that GPEC is a cooperative organization effort among GPEC
and its member communities. Accordingly, the City and GPEC covenant and agree
to work together in a productive and harmonious manner, to cooperate in furthering
GPEC’s goals for FY2025. The City and GPEC further covenant and agree to comply
with the Regional Cooperation Protocol, attached hereto as Exhibit F, in all material
respects.
2.
The City agrees to work with GPEC, as necessary or appropriate, to revise the
performance measures, and/or benchmarks, and/or goals for the FY2026 contract.
3.
The City agrees to work with GPEC during FY2025 to develop a revised public sector
funding plan, including a regional allocation formula for FY2026, if determined to be
necessary or appropriate.
IV.
GENERAL PROVISIONS:
A.
COVENANT AGAINST CONTINGENT FEES: GPEC warrants that no person or selling agent
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 a breach or
violation of this warranty, the City shall have the right to terminate this Agreement without
liability or, in its discretion, to deduct the commission, brokerage or contingent fee from its
payment to GPEC.
B.
PAYMENT DEDUCTION OFFSET PROVISION: GPEC recognizes the provisions of the City
Code of the City of Chandler which require and demand that no payment be made to any
contractor as long as there is any outstanding obligation due to the City, and directs that any
such obligation be offset against payment due to GPEC.
C.
ASSIGNMENT PROHIBITED: No Party to this agreement may assign any right or obligation
pursuant to this Agreement. Any attempted or purported assignment of any right or obligation
pursuant to this Agreement shall be void and have no effect.
D.
INDEPENDENT CONTRACTOR; NO AGENCY: Nothing contained in this Agreement creates
any partnership, joint venture or agency relationship between the City and GPEC. At all
times during the term of this Agreement, GPEC shall be an independent contractor and shall
not be an employee of City. City shall have the right to control GPEC only insofar as to the
results of GPEC's services rendered pursuant to this Agreement. GPEC shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
GPEC shall have no authority, express or implied, pursuant to this Agreement to bind City to
any obligation whatsoever.
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E.
INDEMNIFICATION AND HOLD HARMLESS: During the term of this Contract, GPEC shall
indemnify, defend, hold, protect and save harmless the City and any and all of its
Councilmembers, officers and employees from and against any and all actions, suits,
proceedings, claims and demands, loss, liens, costs, expense and liability of any kind and
nature whatsoever, for injury to or death of persons, or damage to property, including property
owned by City, brought, made, filed against, imposed upon or sustained by the City, its
officers, or employees in and arising from or attributable to or caused directly or indirectly by
the negligence, wrongful acts, omissions or from operations conducted by GPEC, its directors,
officers, agents or employees acting on behalf of GPEC and with GPEC’s knowledge and
consent.
Any Party entitled to indemnity shall notify GPEC in writing of the existence of any
claim, demand or other matter to which GPEC's indemnification obligations would apply, and
shall give to GPEC a reasonable opportunity to defend the same at its own expense and with
counsel reasonably satisfactory to the indemnified Party.
Nothing in this Subsection E shall be deemed to provide indemnification to any
indemnified Party with respect to any liabilities arising from the fraud, negligence, omissions
or willful misconduct of such indemnified Party.
F.
INSURANCE: GPEC shall procure and maintain for the duration of this Agreement, at GPEC's
own cost and expense, insurance against claims for injuries to persons or damages to property
which may arise from or in connection with this Agreement by GPEC, its agents,
representatives, employees or contractors, in accordance with the Insurance Requirements set
forth in Exhibit E (“Insurance Requirements”), attached hereto. The City acknowledges that
it has received and reviewed evidence of GPEC’s insurance coverage in effect as of the
execution of this Agreement.
G.
GRATUITIES: The City may, by written notice to GPEC, terminate the right of GPEC to
proceed under this Agreement upon one (1) calendar day notice, if it is found that gratuities in
the form of entertainment, gifts, or otherwise were offered or given by GPEC, or any agent or
representative of GPEC, to any officer or employee of the City with a view toward securing a
contract or securing favorable treatment with respect to the awarding or amending, or the
making of any determinations with respect to the performance of such contract; provided that
the existence of the facts upon which the City makes such findings shall be an issue and may
be reviewed in any competent court. In the event of such termination, the City shall be entitled
to pursue all legal and equitable remedies against GPEC available to the City. Activities by an
officer or employee of the City while engaged in official business with GPEC, shall not be
deemed a gratuity.
H.
EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Agreement, GPEC
agrees as follows:
1.
GPEC will not discriminate against any employee or applicant for employment
because of race, color, religion, gender, sexual orientation, national origin, age or
disability. GPEC shall take affirmative action to ensure that applicants are employed,
and that employees are treated during employment without regard to their race, color,
religion, gender, sexual orientation, national origin, age or disability. Such action
shall include, but not be limited to, the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay
or other forms of compensation, and selection for training, including apprenticeship.
Page 6 of 10
GPEC agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
2.
GPEC will, in all solicitations or advertisements for employees placed by or on behalf
of GPEC, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, gender, sexual orientation, national origin, age
or disability.
3.
GPEC will cause the foregoing provisions to be inserted in all subcontracts for any
work covered by this Agreement, provided that the foregoing provisions shall not
apply to Agreements or subcontracts for standard commercial supplies or new
materials.
4.
Upon request by the City, GPEC shall provide City with information and data
concerning action taken and results obtained in regard to GPEC's Equal Employment
Opportunity efforts performed during the term of this Agreement. Such reports shall
be accomplished upon forms furnished by the City or in such other format as the City
shall prescribe.
I.
COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAWS REQUIRED. GPEC
understands and acknowledges the applicability of the Immigration Reform and Control Act
of 1986, the Drug Free Workplace Act of 1989 and the American with Disabilities Act, and
agrees to comply therewith in performing under any resultant agreement and to permit City
inspection of its records to verify such compliance.
1.
GPEC warrants to the City that, to the extent applicable under A.R.S. §41-4401,
GPEC is in compliance with all Federal Immigration laws and regulations that relate
to its employees and with the E-Verify Program under A.R.S. §23-214(A). GPEC
acknowledges that a breach of this warranty by GPEC or any subconsultants providing
services under this Agreement is a material breach of this Agreement subject to
penalties up to and including termination of this Agreement or any applicable
subcontract. The City retains the legal right to inspect the papers of any employee of
GPEC or any subconsultant who works on this Agreement to ensure compliance with
this warranty.
2.
The City may conduct random verification of the employment records of GPEC and
any of its subconsultants who work on this Agreement to ensure compliance with this
warranty.
3.
The City will not consider GPEC or any of its subconsultants who work on this
Agreement in material breach of the foregoing warranty if GPEC and such
subconsultants establish that they have complied with the employment verification
provisions prescribed by 8 USCA § 1324(a) and (b) of the Federal Immigration and
Nationality Act and the e-verify requirements prescribed by Arizona Revised Statutes
§ 23-214(A).
4.
The provisions of this Section I must be included in any contract GPEC enters into
with any and all of its subconsultants who provide services under this Agreement or
any subcontract to provide services under this Agreement. As used in this Section I
"services" are defined as furnishing labor, time or effort in the State of Arizona by a
contractor or subcontractor. Services include construction or maintenance of any
structure, building or transportation facility or improvement to real property.
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5.
GPEC certifies that it is not currently engaged in and agrees for the duration of the
Agreement not to engage in a boycott of Israel as defined in A.R.S. § 35-393
6.
In accordance with Arizona Revised Statutes § 35-394, GPEC hereby certifies and
agrees that GPEC does not currently and shall not for the duration of this Agreement
use 1) the forced labor of ethnic Uyghurs in the People’s Republic of China, 2) any
services or goods produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China, and/or 3) any suppliers, contractors or subcontractors that use the
forced labor or any services or goods produced by the forced labor of ethnic
Uyghurs in the People’s Republic of China. If GPEC becomes aware during the
term of this Agreement that GPEC is not in compliance with this Section, then
GPEC shall notify the Town within five (5) business days after becoming aware of
such noncompliance. If GPEC does not provide the Town with written certification
that GPEC has remedied such noncompliance within one hundred eighty (180) days
after notifying the Town of such noncompliance, this Agreement shall terminate,
except that if the Agreement termination date occurs before the end of such one
hundred eighty (180) day remedy period, this Agreement shall terminate on such
contract termination date.
J.
TERMINATION. City shall have the right to terminate this Agreement if GPEC shall fail to
duly perform, observe or comply with any covenant, condition or agreement on its part under
this Agreement and such failure continues for a period of 30 days (or such shorter period as
may be expressly provided herein) after the date on which written notice requiring the failure
to be remedied shall have been given to GPEC by the City; provided, however, that if such
performance, observation or compliance requires work to be done, action to be taken or
conditions to be remedied which, by their nature, cannot reasonably be accomplished within
30 days, no event of default shall be deemed to have occurred or to exist if, and so long as,
GPEC shall commence such action within that period and diligently and continuously
prosecute the same to completion within 90 days or such longer period as the City may approve
in writing. The foregoing notwithstanding, in the event of circumstances which render GPEC
incapable of providing the services required to be performed hereunder, including, but not
limited to, insolvency or an award of monetary damages against GPEC in excess of its
available insurance coverage and assets, the City may immediately and without further notice
terminate this Agreement.
K.
RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS. GPEC's performance
hereunder shall be in material compliance with all applicable federal, state and local health,
environmental, and safety laws, regulations, standards, and ordinances in effect during the
performance of this Agreement.
L.
INSTITUTION OF LEGAL ACTIONS. Any legal actions instituted pursuant to this Agreement
must be filed in the county of Maricopa, State of Arizona, or in the Federal District Court in
the District of Arizona. In any legal action, the prevailing Party in such action will be entitled
to reimbursement by the other Party for all costs and expenses of such action, including
reasonable attorneys' fees as may be fixed by the Court.
M.
APPLICABLE LAW. Any and all disputes arising under any Agreement to be awarded
hereunder or out of the proposals herein called for, which cannot be administratively resolved,
shall be tried according to the laws of the State of Arizona, and GPEC shall agree that the
venue for any such action shall be in the State of Arizona.
Page 8 of 10
N.
CONTINUATION DURING DISPUTES. GPEC agrees that, notwithstanding the existence of any
dispute between the Parties, each Party shall continue to perform the obligations required of it
during the continuation of any such dispute, unless enjoined or prohibited by an Arizona court
of competent jurisdiction.
O.
CITY REVIEW OF GPEC RECORDS. GPEC must keep all Agreement records separate and
make them available for audit by City personnel upon request.
P.
NOTICES. Any notice, consent or other communication required or permitted under this
Agreement shall be in writing and shall be deemed received at the time it is personally
delivered, on the day it is sent by facsimile transmission, on the second day after its deposit
with any commercial air courier or express service or, if mailed, three (3) days after the notice
is deposited in the United States mail addressed as follows:
If to City:
Micah Miranda
Economic Development Director
City of Chandler
PO Box 4008, MS 416
Chandler, Arizona 85244
Phone: 480-782-3035
FAX: 480-782-3040
If to GPEC:
Chris Camacho
President and Chief Executive Officer
Greater Phoenix Economic Council
Two North Central Avenue, Suite 2500
Phoenix, Arizona 85004-4469
Phone: (602) 256-7700
FAX: (602) 256-7744
Any time period stated in a notice shall be computed from the time the notice is
deemed received. Either Party may change its mailing address or the person to receive notice
by notifying the other Party as provided in this paragraph.
Q.
TRANSACTIONAL CONFLICT OF INTEREST. All Parties hereto acknowledge that this
Agreement is subject to cancellation by the City pursuant to the provisions of Section 38-511,
Arizona Revised Statutes.
R.
NONLIABILITY OF OFFICIALS AND EMPLOYEES. No member, official or employee of the
City will be personally liable to GPEC, or any successor in interest, in the event of any default
or breach by the City or for any amount which may become due to GPEC or successor, or on
any obligation under the terms of this Agreement. No member, official or employee of GPEC
will be personally liable to the City, or any successor in interest, in the event of any default or
breach by the GPEC or for any amount which may become due to the City or successor, or on
any obligation under the terms of this Agreement.
S.
NO WAIVER. Except as otherwise expressly provided in this Agreement, any failure or delay
by any Party in asserting any of its rights or remedies as to any default, will not operate as a
waiver of any default, or of any such rights or remedies, or deprive any such Party of its right
to institute and maintain any actions or proceedings which it may deem necessary to protect,
assert or enforce any such rights or remedies.
Page 9 of 10
T.
SEVERABILITY. If any provision of this Agreement shall be found invalid or unenforceable
by a court of competent jurisdiction, the remaining provisions of this Agreement will not be
affected thereby and shall be valid and enforceable to the fullest extent permitted by law,
provided that the fundamental purposes of this Agreement are not defeated by such
severability.
U.
CAPTIONS. The captions contained in this Agreement are merely a reference and are not to
be used to construe or limit the text.
V.
NO THIRD PARTY BENEFICIARIES. No creditor of either Party or other individual or entity
shall have any rights, whether as a third-Party beneficiary or otherwise, by reason of any
provision of this Agreement.
W.
DISCLOSURE OF CONFIDENTIAL INFORMATION IF REQUIRED BY LAW. This agreement
allows the Parties to disclose Confidential Information, as defined below, to each other under
the following terms. In the opinion of the Parties to this Agreement: (1) the Confidential
Information is the proprietary property of the Parties and is strictly confidential and privileged
pursuant to, among other laws, A.R.S. §§ 44-401, et seq., (2) the release of the Confidential
Information provided could cause harm to the Parties’ competitive position, (3) the
Confidential Information is potentially personal and private, and (4) the Confidential
Information is exempt from disclosure under the Arizona Public Records and Open Meeting
Laws, A.R.S. § 39-121, et seq. The Agreement does not license, assign, or convey any
intellectual property or proprietary rights from any Party to any other Party.
"Confidential Information" means non-public information, know-how, or trade secrets in any
form, that:
1.
Are designated as being confidential; or
2.
A reasonable person knows or reasonably should understand to be confidential.
The City must comply with and may be subject to certain disclosure requirements under the
Arizona public records law (A.R.S. § 39-101, et seq.). The City may disclose Confidential
Information if required to comply with a court order or other government demand that has the
force of law. Prior to disclosure, the City must:
1. Seek the highest level of protection available; and
2. Give GPEC reasonable prior notice of the request for records and identified responsive
documents to allow them to seek a protective order, unless such notice is not permitted
under law.
X.
ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS. This Agreement may be executed in
up to three (3) duplicate originals, each of which is deemed to be an original. This Agreement,
including nine (9) pages of text and the below-listed exhibits which are incorporated herein
by this reference, constitutes the entire understanding and agreement of the Parties.
Exhibit A – GPEC Action Plan
Exhibit B – GPEC Performance Measures
Exhibit C – Targeted Industries
Exhibit D – Reporting Mechanism for Contract Fulfillment
Exhibit E – Insurance Requirements
Exhibit F – Regional Cooperation Protocol
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This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements between the Parties
with respect to all or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be in writing and signed by the
appropriate authorities of the City or GPEC, and all amendments hereto must be in writing
and signed by the appropriate authorities of the Parties hereto.
IN WITNESS WHEREOF, the Parties hereto have executed the Agreement this
day of
_______________________, 2024.
CITY OF CHANDLER, an Arizona municipal corporation
By: _______________________________________
Kevin Hartke, Mayor
ATTEST:
__________________________________
City Clerk
APPROVED AS TO FORM:
_________________________________
City Attorney
GREATER PHOENIX ECONOMIC
COUNCIL,
an Arizona nonprofit corporation
By:_______________________________________
Chris Camacho
President & Chief Executive Officer