HomeMy WebLinkAboutRes 2018-08Resolution No. 2018-08
A RESOLUTION OF THE MAYOR AND TOWN COUNCIL OF FOUNTAIN HILLS,
MARICOPA COUNTY, ARIZONA, APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN
THE TOWN OF FOUNTAIN HILLS AND THE ARIZONA DEPARTMENT OF
ADMINISTRATION FOR THE OPENBOOKS TRANSPARENCY WEBSITE.
WHEREAS, the Town of Fountain Hills ("Town") wishes to enter into an intergovernmental
agreement with the Arizona Department of Administration ("ADOA") for the hosting and publication
of certain data on the ADOA's financial transparency website (henceforth "Openbooks"); and
WHEREAS, the ADOA is willing and able to host the Town's data on Openbooks.
NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF
FOUNTAIN HILLS as follows:
Section 1. The Intergovernmental Agreement attached hereto as Exhibit A and incorporated
herein by this reference is hereby adopted and approved.
Section 2. The Town Manager is authorized to sign the Intergovernmental Agreement, Exhibit
A, on behalf of the Town.
PASSED AND ADOPTED by the Mayor and Council of the Fountain Hills, Maricopa County,
Arizona, this % day o 2018.
FOR THE TOWN OF FOUNTAIN HILLS:
in a M kaAaEagh, May
REVIEWED BY:
Grady E. Mi er, wn Manager
ATTESTED TO:
I WN
Dickins right PLLC
Interim Town Attorneys
EXHIBIT A
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
THE ARIZONA DEPARTMENT OF ADMINISTRATION
ARIZONA OPENBOOKS SERVICE AGREEMENT
Douglas A Ducey Craig Brown
Governor Director
x
ARIZONA DEPARTMENT OF ADMINISTRATION
GENERAL ACCOUNTING OFFICE
100 NORTH FIFTEENTH AVENUE • SUITE 302
PHOENIX, ARIZONA 85007
ADOA-GAO OPENBOOKS SERVICE AGREEMENT
Number 2018-2025-17
In accordance with Arizona Revised Statutes, Sections (A.R.S. §§) 41-703 and 41-711,
this Agreement is entered into by and between Town of Fountain Hills ,
a Local Governmental body (hereinafter referred to as "LOCAL GOVERNMENT"), and
the Arizona Department of Administration, General Accounting Office (hereinafter
referred to as "ADOA-GAO"), governing the hosting and publication of LOCAL
GOVERNMENT data on ADOA-GAO's website established under A.R.S. § 41-725 and
called Open Books. az.gov, Arizona's official financial transparency web site hereinafter
"OPENBOOKS'), and shall be effective as indicated in Section 1 - Term of Agreement.
1. Term of Agreement
This Agreement shall be effective upon the date the last party signs this
Agreement through December 31, 2025. This Agreement may be terminated in
accordance with Section 4.
2. Scope of Services
The LOCAL GOVERNMENT is requesting that ADOA-GAO provide LOCAL
GOVERNMENT data hosting, publication and support services (SERVICES) in connection
with the LOCAL GOVERNMENT having its financial data published on OPENBOOKS
managed by ADOA-GAO.
To effectively provide these SERVICES both ADOA-GAO and the LOCAL
GOVERNMENT agree to perform their respective responsibilities set forth in SCHEDULE
A attached to this agreement.
3. Fees
LOCAL GOVERNMENT shall pay ADOA-GAO an INITIAL SETUP FEE of two
thousand dollars ($2,000) in advance of the first calendar year of SERVICES and an
ANNUAL FEE FOR OPERATING COSTS for each calendar year SERVICES are to be
provided. The ANNUAL FEE FOR OPERATING COSTS for the calendar year ending
GAO SA Number 2018-2025-17
December 31, 2018, is one thousand dollars ($1,000), payable in advance. Each
subsequent year's ANNUAL FEE FOR OPERATING COSTS, also payable in advance,
shall be in the amount communicated by ADOA-GAO to the LOCAL GOVERNMENT by
way of an Amendment not later than ninety (90) days before the beginning of the year
to which it applies.
4. Termination
Either party may terminate this Agreement upon sixty (60) calendar days written notice
to the other party. If the termination is initiated by ADOA-GAO, ADOA-GAO shall refund
to the LOCAL GOVERNMENT any unamortized ANNUAL FEE FOR OPERATING
COSTS at the time the termination becomes effective. If the termination is initiated by the
LOCAL GOVERNMENT, no refund shall be forthcoming.
If a termination is initiated by the LOCAL GOVERNMENT and, with the prior consent of
the LOCAL GOVERNMENT, the ADOA-GAO has acquired capital equipment or
resources necessary to fulfill the ADOA-GAO's responsibilities to the LOCAL
GOVERNMENT as set forth in the Scope of Services, the LOCAL GOVERNMENT shall
be responsible to reimburse the ADOA-GAO for any unamortized or unrecovered costs
on or before the date the contract is terminated.
This agreement may be terminated by either party in accordance with A.R.S. § 38-511.
Force Majeure
(a) Either party shall be excused for delay or failure to perform its obligations
under this Agreement, in whole or in part, when and to the extent that such
delay or failure is a result of causes beyond the control and without the fault
or negligence of the party unable to perform. Such causes include, without
limitation, acts of God, acts of the public enemy, acts of the United States
government, fires, floods, epidemics, quarantine restrictions, or embargoes.
(b) The party whose performance is so affected shall promptly notify the other
party of all pertinent facts and take all reasonable steps, promptly and
diligently, to prevent such causes if it is feasible to do so, or to minimize or
eliminate the effect thereof.
(c) It is understood and agreed that settlement of strikes or other labor disputes
shall be at the sole discretion of the party encountering the strike or other
dispute and that the inability of ADOA-GAO or its Subcontractors to meet
the requirements of this Agreement as a result of labor strikes or disputes
shall not be deemed to be a Force Majeure.
6. 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's fees) (hereinafter collectively referred to
2
GAO SA Number 2018-2025-17
as "CLAIMS") arising out of bodily injury of any person (including death) 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, its officers, officials, agents, employees, or volunteers.
7. Confidentiality
(a) A.R.S. § 41-725, which is incorporated by reference, defines certain
information as confidential and not to be released to the public by way of
publication on OPENBOOKS. By virtue of this Agreement, ADOA-GAO and
LOCAL GOVERNMENT, their employees, and agents may have access to
certain confidential and/or proprietary information of the other party, as
defined below. ADOA-GAO and LOCAL GOVERNMENT agree to use
Confidential Information received from the other Party only as expressly
permitted in the Agreement and in furtherance of the purposes expressed in
the Agreement. Neither ADOA-GAO nor LOCAL GOVERNMENT will
disclose to any third party the other party's Confidential Information, in whole
or in part, except as otherwise herein provided.
(b) LOCAL GOVERNMENT may provide, intentionally or otherwise, confidential
data as described in A.R.S. § 41-725, the Health Insurance Portability and
Accountability Act or other relevant federal or state laws or local ordinances,
ostensibly for posting on OPENBOOKS. ADOA-GAO is not responsible for
reviewing LOCAL GOVERNMENT data for confidentiality purposes and is
held harmless by LOCAL GOVERNMENT for any damages arising from
ADOA-GAO's posting such confidential information on OPENBOOKS.
S. Limitation of Liability
ADOA-GAO shall under no circumstances be liable for:
(a) Posting or displaying on OPENBOOKS confidential, sensitive, incorrect,
inaccurate, misleading, libelous, pejorative information provided by LOCAL
GOVERNMENT.
(b) Providing access in response to the LOCAL GOVERNMENT's direction to
any Entity Administrator or Entity User.
(c) Failure to revoke access to any Entity Administrator or Entity User at the
request of the LOCAL GOVERNMENT provided that the revocation is
effected within three (3) business days.
9. Miscellaneous
It is mutually agreed by the parties that:
(a) In the event of a dispute, the parties agree to use arbitration to the extent
GAO SA Number 2018-2025-17
required by A.R.S. § 12-1518. The laws of the State of Arizona shall govern
any interpretation of this Agreement and venue shall be in Maricopa County,
Arizona.
(b) This Agreement shall be governed and interpreted by the laws of the State of
Arizona. Purchases made in furtherance of this Agreement are subject to
the Arizona Procurement Code (A.R.S. § 41-2501, et seq.) and the
administrative rules promulgated thereunder (AAC R2-7-101, et seq.).
(c) Any amendments to this Agreement must be in writing and signed
by both parties.
(d) All requests for additional services shall be in writing and signed by both
parties and subject to current established ADOA-GAO billing rates.
(e) Additional capital equipment or other resources to be acquired by the ADOA-
GOA to fulfill its responsibilities to the LOCAL GOVERNMENT as set forth in
the Scope of Services and for which the LOCAL GOVERNMENT may be
required to reimburse the ADOA-GAO shall be agreed to in writing by the
LOCAL GOVERNMENT.
(f) ADOA-GAO reserves the right, at its sole reasonable discretion, to deny
access as Entity Administrator or Entity User.
(g) This agreement is subject to the provisions of A.R.S. § 38-511.
(h) All notices pertaining to this Agreement shall be addressed or faxed to the
parties respectively as follows:
ADOA-GAO:
Arizona Department of Administration ATTN: OpenBooks Staff
General Accounting Office (GAO)
100 N. 15th Avenue, Suite 302 Phone Number: 602-542-5601
Phoenix, AZ 85007 Email: OpenBooks@azdoa.gov
LOCAL GOVERNMENT:
Town of Fountain Hills
ATTN: Craig Rudolphy, Finance Director
Administration/Finance
16705 E. Avenue of the Fountains
Phone Number: 480-816-5162
Fountain Hills, AZ 85268
Email: crudoIphy@fh.az.gov
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
UNDERSTANDING BETWEEN THE PARTIES, AND IT SUPERSEDES ALL
PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER DOCUMENTS OR
COMMUNICATIONS BETWEEN THE PARTIES RELATIVE TO THE SUBJECT
MATTER HEREIN COVERED, UNLESS SUCH DOCUMENTS OR COMMUNICATIONS
ARE SPECIFICALLY INCLUDED BY REFERENCE.
IN WITNESS WHEREOF, the parties have executed this Agreement:
LOCAL GOVERNMENT:
Town of Fountain Hills
ADOA:
Arizona Department of Administration
By: By:
Grady E.ler, wn Manager
Date:
Craig Brown, Director
Date:
Print 'SA
SERVICE AGREEMENT GAO SA Number 2018-2025-17
Between the Arizona Department of Administration General Accounting Office
And LOCAL GOVERNMENT
SCHEDULE A
Roles and Responsibilities
The respective roles of ADOA-GAO and a LOCAL GOVERNMENT related to that service are
outlined in the section below.
ADOA-GAO Responsibilities:
• Provide consultation with the LOCAL GOVERNMENT project team member concerning the
requirements of the A.R.S. § 42-725, confidentiaiity issues, file layout and overall process.
• Provide main point of contact for all communications related to the project.
• Prepare and provide LOCAL GOVERNMENT timely written notice of any SA ADDENDUM.
• Invoice LOCAL GOVERNMENT for initial setup fee and annual fee for operating costs.
• Confirm and communicate schedules.
• Notify the appropriate contacts of issues that require resolution.
• Coordinate the change process.
• Oversee content and maintenance of the OpenBooks.az.gov website (PROD).
• Provide an LOCAL GOVERNMENT User Guide on the use of the Administrative Tool and the
Secure Account Service (SAS) Login Utility.
• Define LOCAL GOVERNMENT's system roles (Entity Administrator and Entity User).
• Authorize and maintain LOCAL GOVERNMENT's access to the system via SAS.
• Evaluate and grant or deny LOCAL GOVERNMENT requests for access to or roles in
OPENBOOKS; activate and deactivate accounts.
• Provide and maintain technological infrastructure.
• Host and maintain Transparency Application Databases containing the State of Arizona and
LOCAL GOVERNMENT data.
• Provide diagnosis of and initialize efforts to correct issues/problems with OPENBOOKS software
application, Transparency Application Database, Open Books. az. gov website and technology
infrastructure within three (3) business days of the discovery of such problems.
• Maintain two Transparency Application databases (PROD and TEST).
• Delete LOCAL GOVERNMENT incorrect postings within three (3) business days of receiving
notification by email from LOCAL GOVERNMENT.
• Comply with all laws, statutes, ordinances, rules and regulations applicable to any Arizona State
government body or authority;
• Diligently complete SERVICES.
ADOA-GAO Does NOT Have the Responsibility to:
Defend LOCAL GOVERNMENT's compliance with A.R.S. § 41-725 subsections (C) through (E).
Respond to the LOCAL GOVERNMENT's constituency about the LOCAL GOVERNMENT's data
or the use of OPENBOOKS.
SCHEDULE A (Continued on Next Page)
a
SERVICE AGREEMENT GAO SA Number 2018-2025-17
SCHEDULE A (Continued from Preceding Page)
LOCAL GOVERNMENT Responsibilities:
• Provide ADOA-GAO with required information for posting to OPENBOOKS in accordance with
A.R.S. § 41-725 subsections (C) through (E).
• Accept and properly execute the Service Agreement and any annual ADDENDUM or Amendment
prepared by ADOA-GAO in a timely manner, but no more than ninety (90) days.
• The LOCAL GOVERNMENT chief executive officer shall designate, using the processes and
forms prescribed by ADOA-GAO, one or more Entity Administrators.
• The Entity Administrator shall designate, using the processes and from prescribed by the ADOA-
GAO, one or more Entity Users.
• The LOCAL GOVERNMENT Entity Administrator(s) and User(s) shall be authorized to interface
and liaise with ADOA-GAO personnel.
• Obtain administrative login access via SAS.
• Request and maintain authorized user roles for Entity Administrator and Entity User.
• Notify ADOA-GAO of any Administrator or User changes within 48 hours of such changes.
• Adhere to the data specification (file layout).
• Adhere to the guidance in the LOCAL GOVERNMENT User Guide.
• Adhere to State of Arizona Security requirements.
• Review data to assure compliance with confidentiality requirements, including those in A,R.S.
§ 41-725.
• Make payments in accordance to the Service Agreement and any Amendments.
• Upload the LOCAL GOVERNMENT data into the system as directed.
• Update and administer content data.
• Take reasonable measures to maintain the timeliness and accuracy of the LOCAL
GOVERNMENT data presented on OpenBooks.az.gov.
• Notify ADOA-GAO of any required file deletions as soon as practicable.
• Cooperate with ADOA-GAO in the identification, diagnosis and resolution of issues/problems with
the OPENBOOKS software application, Transparency Application Database, OpenBookaaz.gov
website, and technology infrastructure.
SCHEDULE A (Remainder of Page Intentionally Left Blank)
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