IGA WITH MCCCD FOR STAFF TRAINING.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN
MARICOPA COUNTY
ADMINISTERED BY ITS
HUMAN SERVICES DEPARTMENT
AND
MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT
Contract No:____________________
Contract Amount: $100,000 Fee for Service
Contract Start Date: October 1, 2016
Contract Termination Date: October 31, 2018
This Intergovernmental Agreement (hereinafter referred to as the “Agreement”) is entered into by and
between Maricopa County Community College District, an Arizona Community College District for and
on behalf of Maricopa Corporate College (hereinafter referred to as “MCCCD” or “Contractor”), and
Maricopa County (hereinafter referred to as the “County”), administered by its Human Services
Department. Contractor and the County, hereinafter collectively referred to as the “Parties” and
individually as the “Party.”
For and in consideration of the covenants and conditions, the Parties shall provide and perform as set
forth herein. All rights and obligations of the Parties shall be governed by the terms of this document, its
exhibits, attachments, and appendices, including any Subcontractors, Amendments, or Change Orders as
set forth herein and in:
Section I General Provisions
Section II Special Provisions
Section III Work Statement
Section IV Compensation
Section V Attachment
Exhibit 1 Solution Proposal Strategic Development Partnership
Contact Representative Lee Deluca, Sales Manager
Maricopa Corporate College
Address: 1050 West Washington Street, Suite 133
Tempe, AZ, 85281
Phone: 480-377-2716
E-Mail: elizabeth.deluca@maricopacorporate.com
Contact Representative: Jeffery T Tourdot, Assistant Director,
Maricopa County Human Services Department
Senior and Adult Services/Special Initiatives
Address: 234 North Central Avenue, Suite 3000
Phoenix, Arizona 85004
Phone: 602-506-4936
E-Mail: TourdotJ@mail.maricopa.gov
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Notices, requests or demands given or made upon the parties hereto, pursuant to or in connection with this
Agreement, unless otherwise noted, shall be delivered in person or sent by United States Mail, postage
prepaid, to the other party at their respective address as indicated above.
This Agreement contains all the terms and conditions agreed to by the Parties. No other understanding,
oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any
of the Parties hereto. Nothing in this Agreement shall be construed as consent to any suit or waiver of any
defense in a suit brought against the State of Arizona, County, or MCCCD, in any State or Federal Court.
IN WITNESS THEREOF, the Parties have signed this Agreement:
APPROVED BY: APPROVED BY:
MARICOPA COUNTY COMMUNITY MARICOPA COUNTY
COLLEGE DISTRICT
___________________________________ ____________________________________
Authorized Signature Chairman, Board of Supervisors
Date: __________________________ Date: __________________________
Attested To:
____________________________________
Fran McCarroll, Clerk of the Board
This Agreement has been reviewed by the In accordance with A.R.S. § 11-952, this
undersigned who has determined that this Agreement has been reviewed by the undersigned
agreement is in proper form and within the power who has determined that this agreement is in
and authority granted under the laws of the state proper form and within the power and authority
of Arizona. granted under the laws of the state of Arizona.
Maricopa County Community College District Maricopa County
By: ______________________________ By: ______________________________
Margaret E. McConnell Legal Counsel for Maricopa County
Date: __________________________ Date: __________________________
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SECTION I
GENERAL PROVISIONS
Maricopa County
Human Services Department
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Section I General Provisions
A. PURPOSE
Contractor shall provide Customized training “A Smarter Solution for a Smarter Workforce” to the
County’s Human Services Department. The training shall include workshops and training events
that support the Department’s Mission, Vision and Values as identified in Section III Work
Statement.
B. TERM
The term of the Agreement is October 1, 2016 through October 31, 2018. The Agreement shall
become effective upon approval and signature by both Parties.
C. RENEWAL
The Agreement may be renewed by a written amendment two (2) times for a period of one (1) year
each, provided however, that Contractor is in full compliance with all terms and conditions of this
Agreement.
D. TERMINATION
1. Pursuant to A.R.S. §38-511, a party may cancel this Agreement without penalty or further
obligation within three years after execution of the contract, if any person significantly
involved in initiating, negotiating, securing, drafting or creating the contract on behalf of
that 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 party cancelling this Agreement
may recoup any fee or commission paid or due to any person significantly involved in
initiating, negotiating, securing, drafting or creating the contract on its behalf from any
other party to the contract arising as the result of the Agreement
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 under the Availability of Funds provision). The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid and return receipt
requested, to the persons at the addresses set forth on the cover page of this agreement.
3. This agreement may be terminated by mutual written agreement of the Parties specifying
the termination date therein.
4. The County has the right to terminate this agreement upon twenty-four (24) hour notice
when the County determines that the health or welfare of the service recipients are
endangered or the Contractor’s non-compliance jeopardizes funding source financial
participation. If not terminated by one of the above methods, this agreement shall terminate
upon the expiration of the term of this agreement stated on the cover page of this
agreement.
E. EFFECT
To the extent that the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent that the Work Statement and the Special or General
Provisions are in conflict, the Work Statement shall control. To the extent that the Compensation
Provisions are in conflict with the General Provisions, Special Provisions or Work Statement, the
Compensation Provisions shall control. Nothing herein shall operate to increase the Operating
Budget without a written amendment thereto.
F. DEFINITIONS
As used throughout this agreement, the following terms shall have the following meanings:
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Section I General Provisions
1. Assistant Director means the Director of the Senior and Adult Services/Special Initiatives
Division within the Human Services Department.
2. Director means the Director of the Maricopa County Human Services Department.
3. Contract Administrator means the person administering this agreement on behalf of the
Department.
4. General Provisions means the terms set forth in Section I of this Agreement.
5. Subcontract means any contract entered into by the Contractor or the County with a third
party for performance of any of the work or the provisions of any of the services under this
Agreement.
6. Work Statement means Section III of this Agreement which describes the services to be
delivered under this Agreement.
7. Special Provisions means the terms set forth in Section II of this Agreement.
G. GENERAL REQUIREMENTS
1. The terms of this agreement shall be construed in accordance with Arizona law. Any
lawsuit arising out of this agreement shall be brought in the appropriate court in Maricopa
County, Arizona.
2. The Contractor shall, without limitation, obtain and maintain all licenses, permits and
authority necessary to do business, render services and perform work under this agreement,
and shall comply with all laws regarding unemployment insurance, disability insurance and
worker's compensation.
3. The Contractor is an independent Contractor in the performance of work and the provision
of services under this agreement and Contractor shall not to be considered an officer,
employee or agent of the County.
4. For purposes of this provision, the terms "substantial interest" and "relative" shall have the
meanings prescribed by A.R.S. § 38-502.
H. AMENDMENTS
All Amendments to this Agreement shall be in writing and signed by authorized signers for both
Parties.
I. ASSIGNMENT AND SUBCONTRACTING
No right, liability, obligation, or duty under this Agreement may be assigned, delegated, or
subcontracted, in whole or in part, by the Contractor without the prior written approval of the
County. The Contractor shall bear all liability under this Agreement, even if it is assigned,
delegated, or subcontracted, in whole or in part, unless the County agrees otherwise.
J. AVAILABILITY OF FUNDS
1. The provisions of this agreement relating to the payment for services shall become effective
when funds assigned for the purpose of compensating the Contractor, as provided herein,
are actually available to the County for disbursement. The County shall be the sole
authority in determining the availability of funds under this agreement and the County shall
keep the Contractor fully informed as to the availability of funds.
2. If any action is taken by any State agency, federal department or any other agency or
instrumentality to suspend, decrease or terminate its fiscal obligation under, or in
connection with this agreement, the County may amend, suspend, decrease or terminate its
obligations under or in connection with this agreement. In the event of termination, the
County shall be liable for payment only for services rendered prior to the effective date of
the termination, provided that such services performed are in accordance with the
provisions of this agreement. The Department shall give written notice of the effective date
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Section I General Provisions
of any suspension, amendment, or termination under this section at least ten (10) calendar
days in advance.
K. NON-APPROPRIATION OF FUNDS
Notwithstanding any other provision herein, this Agreement may be terminated with ten (10) days’
without liability if the Party does not appropriate sufficient monies for the purpose of maintaining
this Agreement.
L. DEFAULT
This Agreement may be immediately terminated by either Party if the other Party fails to perform
any objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes
a Party’s ability to perform any of its obligations under this Agreement. The County reserves the
right to have required services provided by persons other than the Contractor if the Contractor is
unable or fails to provide required services within a reasonable period of time.
M. SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void, or illegal by a court shall in
no way affect, impair or invalidate any other provision hereof, and the remaining provisions shall
remain in full force and effect.
N. STRICT COMPLIANCE
The County’s acceptance of the Contractor’s performance that is not in strict compliance with the
terms of this Agreement shall not be deemed to waive the requirements of strict compliance for all
future performance. All changes in performance obligations under this Agreement shall be in
writing and signed by both Parties.
O. SINGLE AUDIT ACT REQUIREMENTS
Contractor in receipt of federal funds through the Department are subject to the federal audit
requirements of the Single Audit Act of 1984, as amended (Pub. L. No. 98-502) (codified at 31
U.S.C. §§ 7501, et seq.). Contractor shall comply with 2 CFR § 200. Upon completion, such audits
shall be made available for public inspection. Audits shall be submitted within the twelve (12)
months following the close of the fiscal year. Subrecipients shall take corrective actions within six
(6) months of the date of receipt of the reports. The County shall consider sanctions as described in
2 CFR § 200.505 if Subrecipient does not comply with the audit requirements.
P. AUDIT DISALLOWANCES
1. Contractor shall, upon written notice thereof, reimburse the County for any payments made
under this agreement that are disallowed by a federal, State, or County audit in the amount
of the disallowance, as well as all court costs and attorney’s fees the County spends to
pursue legal action relating to a disallowance. Court costs and attorney’s fees incurred shall
be specifically identified as applicable to the recovery of the disallowed costs in question.
2. If the County determines that a cost for which payment has been made is a disallowed cost,
the Department shall notify the Contractor in writing of the disallowance and the required
course of action, which shall be at the option of the Department to either adjust any future
claim submitted by Contractor by the amount of the disallowance or to require immediate
repayment of the disallowed amount by the Contractor issuing a check payable to the
County.
Q. COMPETITIVE BID REQUIREMENTS
1. Equipment
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Section I General Provisions
If this agreement is with other than a Public Agency, Contractor shall obtain equipment to
be utilized under this agreement and purchased with funds provided under this agreement at
the lowest practical cost pursuant to the following competitive bidding system:
a. Procurements in excess of $300, but less than $1,000, require oral price quotations
from two (2) or more vendors. Contractor shall keep and maintain a record of the
vendors’ verbal quotations. Contractor’s award shall be made to the lowest bidder
meeting specification requirements concerning price, conformity to specifications,
and other purchasing factors.
b. Procurements exceeding an aggregate amount of $1,000 shall be approved by the
Contract Administrator. At least three (3) bidders shall be solicited to submit
written quotations. Contractor shall solicit written quotations by issuing a Request
for Quotation to at least three (3) vendors. The award shall be made to the lowest
bidder meeting specification requirements concerning price, conformity to
specifications, and other purchasing factors.
2. Supplies
If this agreement is with other than a Public Agency, Contractor shall obtain all supplies to
be utilized under this agreement and purchased with funds provided under this agreement at
the lowest practical cost and pursuant to a system of written quotes whenever the price is
expected to be greater than $300, unless the Contractor obtains the Contract
Administrator’s prior written approval to purchase supplies by an alternate method.
3. Minority, Women and Small Business Enterprises
Contractor shall take affirmative steps to provide an opportunity for minorities, women, and
small businesses to compete in the procurement of equipment and supplies under this
agreement.
4. If Contractor is a Public Agency, Contractor's own bidding procedures shall govern.
5. Funding source requirements relating to competitive bid procedures may supersede any or
all subparts of this clause and will be specified in the Special Provisions Section of this
agreement.
R. PROPERTY
Any property furnished or purchased using funds paid under and for the purposes of performing this
agreement shall be utilized, maintained, repaired, and accounted for in accordance with instructions
furnished by the Department, and title to all such property shall revert to the County upon the
expiration or termination of this agreement, unless the Contract Administrator determines
otherwise. The costs to repair such property are the responsibility of Contractor within the limits
budgeted herein. Repair costs beyond the budgeted amount shall be approved by the Contract
Administrator.
S. NON-LIABILITY
The County, its officers, representatives, agents, and employees shall not be liable for any act or
omission by Contractor, any subcontractor, or any officer, representative, agent, or employee of
Contractor or any Subcontractor that relates to this Agreement, and shall not be liable for any
purchases or contracts made by Contractor, any Subcontractor, or any officer, representative, agent
and employee of Contractor or any Subcontractor, in connection with this Agreement.
T. RECIPROCAL INDEMNIFICATION
1. Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other
Party (as “Indemnitee”) from and against all claims, losses, liability, costs, or expenses
(including reasonable attorneys’ fees, expert witnesses’ fees and other litigation costs)
(hereinafter 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
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Section I General Provisions
result in vicarious 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.
2. 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.
U. INSURANCE
1. The Contractor, 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 who are authorized to do
business in the State of Arizona, provided that said insurance companies meet the approval
of County. The form of any insurance policies and forms must be acceptable to County.
2. 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 and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Agreement.
3. The Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
4. Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect coverage afforded under the
insurance policies to protect County.
5. The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. The Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its option,
may require the Contractor to secure payment of such deductibles or self-insured retentions
by a surety bond or an irrevocable and unconditional letter of credit.
6. County reserves the right to request and to receive, within ten (10) working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise the Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve the
Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of
the Contractor’s obligations under this Agreement.
7. The insurance policies required by this Agreement, except Workers’ Compensation, shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insured’s.
8. The policies required hereunder, except Workers’ Compensation, shall contain a waiver of
transfer of rights of recovery (subrogation) against County, its agents, representatives,
officers, directors, officials and employees for any claims arising out of the Contractor’s
work or service.
9. The Contractor’s policies shall stipulate that the insurance afforded the Contractor shall be
primary insurance and that any insurance carried by the County, its agents, officials,
employees or the State of Arizona shall be excess and not contributory insurance, as
provided by A.R.S. § 41-621 (E).
10. Coverage provided by the Contractor shall not be limited to the liability assumed under the
indemnification provisions of this Agreement.
11. Commercial General Liability:
a. Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
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Section I General Provisions
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
12. Workers’ Compensation:
a. Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of the Contractor’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.
b. The Contractor waives all rights against 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 the Contractor pursuant to this Agreement.
13. Sexual Molestation And Physical Abuse:
a. When services involve working with these groups of individuals, the insurance
requirements in the Agreement need to be revised to include coverage for "sexual
molestation and physical abuse". Coverage for this type of claim, or allegation, is
excluded from standard general liability policies. Therefore, the Contractor whose
services include working with and/or caring for children/elderly and disabled persons
should have their policies specifically endorsed to include this coverage.
b. Coverage for this type of claim, or allegation, is excluded from standard general
liability policies. Therefore, contractors whose services include working with and/or
caring for children/elderly and disabled persons should have their policies specifically
endorsed to include this coverage
14. Commercial General Liability – Occurrence Form:
Policy shall include bodily injury, property damage and broad form contractual liability
coverage.
15. The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.
16. The policy shall be endorsed to include the following additional insured language:
"(Maricopa County), its subsidiary, parent, associated and/or affiliated entities, successors,
or assigns, its elected officials, trustees, employees, agents, and volunteers shall be named
as additional insureds with respect to liability arising out of the activities performed by, or
on behalf of the Contractor".
Minimum Limits:
General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
Sexual Abuse/Molestation $2,000,000
17. Certificates of Insurance:
a. Upon Agreement execution, the Contractor shall furnish the County with valid and
complete certificates of insurance or formal endorsements as required by the
Agreement, issued by the Contractor’s insurer(s), as evidence that policies providing
the required coverage, conditions and limits required by this Agreement are in full
force and effect. Such certificates shall identify this Agreement number and title.
b. Prior to commencing work or services under this Agreement, the Contractor shall have
insurance in effect as required by the Agreement in the form provided by the County,
issued by the Contractor’s insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this Agreement are in full force and effect.
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Section I General Provisions
Such certificates shall be made available to the County upon ten (10) business days.
BY SIGNING THE AGREEMENT PAGE THE CONTRACTOR AGREES TO THIS
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL
RESULT IN CANCELLATION OF AGREEMENT.
c. In the event any insurance policy(ies) required by this Agreement is (are) written on a
“claims made” basis, coverage shall extend for two years past completion and
acceptance of the Contractor’s work or services and as evidenced by annual Certificates
of Insurance.
d. If a policy does expire during the life of the Agreement, a renewal certificate must be
sent to County fifteen (15) days prior to the expiration date.
18. Cancellation and Expiration Notice:
a. Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
b. If the Contractor provides professional or semi-professional personal services under
this agreement for which malpractice or professional liability coverage is available,
such as medical, psychiatric, or legal services, Contractor shall carry minimum liability
coverage of $2,000,000 each occurrence and provide the County with proof of
coverage.
19. Subcontractors:
The Contractor’s certificate(s) shall include all subcontractors as insureds under its policies
or Contractor shall furnish to Maricopa County separate certificates for each subcontractor.
All coverages for subcontractors shall be subject to the minimum requirements identified
above.
20. Approval:
Any modification or variation from the insurance requirements in any Agreement must
have prior approval from the County whose decision shall be final. Such action will not
require a formal Agreement amendment, but may be made by administrative action.
21. Exceptions:
In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a Certificate of Self-
Insurance.
V. CLEAN AIR ACT & CLEAN WATER ACT
To the extent applicable, Contractor shall comply with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the
Clean Water Act (33 U.S.C. 1368, et seq.) Executive Order 11738, and Environmental Protection
Agency regulations (40 CFR part 15).
W. RELIGIOUS ACTIVITIES
The Contractor warrants that none of its costs and none of the costs incurred by any subcontractor
will include any expense for any religious activity.
X. POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property or services contributed by the County or the Contractor under
this Agreement shall be used for any partisan political activity, or to further the election or defeat of
any candidate for public office.
Y. COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or entity has been employed or retained to solicit or secure
this Agreement upon an agreement or understanding for a commission, percentage, brokerage or
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Section I General Provisions
contingent fee. For breach or violation of this warranty, the County may immediately terminate this
Agreement without liability.
Z. RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Agreement without cost or
other restriction, except as otherwise provided by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to this Agreement
and to the performance hereunder.
AA. COPYRIGHTS AND OWNERSHIP OF INTELLECTUAL PROPERTY
Any discovery or invention arising out of, or developed in the course of, work under this Agreement
shall be promptly and fully reported to the County. The Parties shall mutually agree as to whether
patent protection on such invention or discovery shall be sought and how the rights in the invention
or discovery, including rights under any patent issued thereon, shall be disposed of and
administered, in order to protect the public interest.
BB. PATENTS
Any discovery or invention arising out of, or developed in the course of, work aided by this
Agreement shall be promptly and fully reported to the County for determination as to whether
patent protection on such invention or discovery shall be sought and how the rights in the invention
or discovery, including rights under any patent issued thereon, shall be disposed of and
administered, in order to protect the public interest.
CC. WARRANTY OF SERVICES
1. The Contractor warrants that all services provided hereunder will conform to the
requirements of the Agreement, including all descriptions, specifications and attachments
made a part of this Agreement. County’s acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
2. In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Agreement in the
manner and to the same extent as services originally furnished hereunder.
DD. AGREEMENT COMPLIANCE MONITORING
The County shall monitor the Contractor's compliance with, and performance under, the terms and
conditions of this Agreement. On-site visits for compliance monitoring may be made by the County
and/or its grantor agencies at any time during the Contractor's normal business hours, announced or
unannounced. During an on-site visit, the Contractor shall make all of its records and accounts
related to work performed and services provided under this Agreement available to the County for
inspection and copying.
EE. MINIMUM WAGE REQUIREMENTS
The Contractor warrants that it shall pay all its employees who are performing work or providing
services under this Agreement not less than the minimum wage specified under Section 206(a)(1) of
the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.) by law, regulation or
Executive Order 13658.
FF. OFFSHORE PERFORMANCE OF WORK PROHIBITED
Due to security and identity protection concerns, direct services under this Agreement shall be
performed within the borders of the United States. Any services that are described in the
specifications or scope of work that directly serve the State of Arizona or its clients and may
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Section I General Provisions
involve access to secure or sensitive data or personal client data or development or modification of
software for the State shall be performed within the borders of the United States. Unless specifically
stated otherwise in the specifications, this definition does not apply to indirect or “overhead”
services, redundant back-up services or services that are incidental to the performance of the
Agreement. The provision applies to work performed by subcontractors at all tiers.
GG. RECOGNITION OF COUNTY SUPPORT
The Contractor shall give recognition to the County and the funding source for its support when the
Contractor publishes materials or releases public information that is paid for in whole or in part with
funds supporting the services under this Agreement.
HH. TECHNICAL ASSISTANCE
The County shall provide reasonable technical assistance to the Contractor to assist the Contractor
in complying with State of Arizona and federal laws, regulations and accountability for diligent
performance and compliance with the terms of this Agreement and all applicable laws, regulations
and standards. However, this assistance shall not relieve the Contractor of full liability,
responsibility and accountability for its actions and performance to comply with the terms of this
Agreement.
II. STAFF AND VOLUNTEER TRAINING
The County may make available to Contractor the opportunity to participate in any applicable
training activities conducted by the County.
JJ. CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS
1. The Parties agree that this Agreement and employees working on this Agreement will be
subject to the whistleblower rights and remedies in the pilot program on Contractor
employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the
National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section
3.908 of the Federal Acquisition Regulation;
2. The Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as
described in section 3.908 of the Federal Acquisition Regulation. Documentation of such
employee notification must be kept on file by Contractor and copies provided to County
upon request; and
3. The Contractor shall insert the substance of this clause, including this paragraph (3), in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).
KK. LOBBYING
1. No federal appropriated funds have been paid or will be paid by or on behalf of Contractor,
to any person for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, an officer or employee of Congress, or an employee of a
member of Congress in connection with the awarding of any federal contract, the making of
any federal grant, the making of any federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
2. If any funds, other than federal appropriated funds, have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with any federal contract, grant, loan, or cooperative agreement,
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Section I General Provisions
Contractor shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying
Activities," in accordance with its instructions and 31 U.S.C. § 1352.
LL. GRIEVANCE PROCEDURE
The Contractor shall establish a system through which applicants for and recipients of services may
present grievances and may take appeals about eligibility and other aspects of the Contractor's work
under this Agreement. The grievance procedure shall include provisions for notifying the applicants
for, and recipients of, services of their eligibility or ineligibility for service and their right to appeal
to the Department if the grievance is not satisfied by Contractor.
II. NONDISCRIMINATION
The Contractor, in connection with any service or other activity under this Agreement, shall not in
any way, discriminate against any person on the grounds of race, color, religion, sex, national
origin, age, disability, political affiliation, or belief. The Contractor shall include this clause in all of
its Subcontracts related to this Agreement.
JJ. EQUAL EMPLOYMENT OPPORTUNITY
The Contractor shall not discriminate against any employee or applicant for employment because of
race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. The
Contractor shall take affirmative action to ensure that applicants are employed and that employees
are treated during employment without regard to their race, age, disability, color, religion, sex,
sexual identity, gender identity or national origin. Such action shall include, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
lay-off or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. The Contractor shall, to the extent such provisions apply, comply with
Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); the
Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); the Age Discrimination in
Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); the Americans With Disabilities
Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Executive Orders 11375 amending Executive Order
11246 and implementing regulations at 41 CFR part 60, as well as, Arizona Executive Order 99-4,
which mandates that all persons shall have equal access to employment opportunities.
KK. RETENTION OF RECORDS
1. This provision applies to all financial and programmatic records, supporting document,
statistical records, and other records of the Contractor that are related to this Agreement.
2. The Contractor shall retain all records relevant to this Agreement for six (6) years after
expiration of the Agreement or after resolution of any audit, whichever is longer. The
County, federal, and State of Arizona auditors, and any other persons duly authorized by
the County, shall have full access to and the right to examine, copy, and make use of any
and all of the records.
LL. DISABILITY REQUIREMENTS
The Contractor agrees that any electronic or information technology offered under this Agreement
shall comply with A.R.S. §§41-2532 and 2533 and Section 508 of the Rehabilitation Act of 1973,
which requires that employees and members of the public shall have access to and use of
information technology that is comparable to the access and use by employees and members of the
public who are not individuals with disabilities.
MM. IMMIGRATION LAWS AND REGULATIONS
1. Federal Immigration and Nationality Act
13

Section I General Provisions
a. The Parties understand and acknowledge 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.
b. By entering into this Agreement, both Parties warrant 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. Both Parties shall obtain
statements from their subcontractors certifying compliance and shall furnish the
statements to the Procurement Officer upon request. These warranties shall remain in
effect through the term of the Agreement. Both Parties and their subcontractors 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.
c. The Parties may request verification of compliance for any employee or subcontractor
performing work under the Agreement. Should either Party suspect or find that the
other Party or any of its subcontractors are not in compliance, then the Party may
pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Agreement for default, and suspension and/or debarment of
the other Party. All costs necessary to verify compliance are the responsibility of the
Contractor or its subcontractor.
2. Arizona Law: The Contractor warrants that it is in compliance with A.R.S. § 41-4401 (e-
verify requirements) and further acknowledges:
a. That the Contractor and its 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;
b. That a breach of a warranty under subsection 1 above, shall be deemed a material
breach of this Agreement and the County may immediately terminate this Agreement
without liability;
c. That the County and any contracting government entity retains the legal right to inspect
the papers and employment records of any Contractor or Vendors employee who works
on this Agreement to ensure that the Contractor or Vendors is complying with the
warranty provided under subsection 1 above and that the Contractor agrees to make all
papers and employment records of said employee(s) available during normal working
hours in order to facilitate such an inspection.
NN. DRUG FREE WORKPLACE ACT
The Contractor agrees to comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et
seq.), which requires that the Contractor and grantees of federal funds must certify that they will
provide drug-free workplaces that comply with federal law. This certification is a precondition to
receiving a grant or entering into this Agreement.
OO. GOVERNOR’S EXECUTIVE ORDER NO. 88-26
The Contractor is required to use the Arizona Taxonomy of Human Services for reporting and
contracting purposes.
PP. EMPLOYMENT DISCLAIMER
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 between the Parties, and the rights and obligations of the Parties shall be only
those expressly set forth in this Agreement.
14

Section I General Provisions
2. The Parties agree that no individual performing under this Agreement on behalf of the
Contractor 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 to
or apply to any such individual. The Contractor 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 the Contractor shall
indemnify, defend, and hold the County harmless with respect thereto.
3. The County agrees that no individual performing under this Agreement on behalf of County
may be considered a Contractor agent, employee, or representative and that no rights of
Contractor civil service, retirement, or personnel rules shall accrue to or apply to any such
individual. The 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 the County shall indemnify, defend
and hold harmless the Contractor with respect thereto.
QQ. CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND
VOLUNTARY EXCLUSION
The undersigned, by signing this Agreement, represents that he/she has the authority to bind
Contractor to the terms of this Certification. The Contractor, as the primary participant in
accordance with 45 C.F.R. Part 76, certifies to the best of its knowledge and belief that it and its
principals:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded from covered transactions by any federal department or agency;
2. Have not within a 3-year period preceding the Agreement Start Date, been convicted of or
had a civil judgment rendered against them for (1) the 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; (2) the violation of any
federal or State antitrust statutes, or (3) the commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen
property;
3. Are not presently indicted or otherwise criminally or civilly charged by a governmental
entity (federal, State, or local) with commission of any of the offenses enumerated in
subparagraph 2 above.(b) of this certification;
4. Have not, within a 3-year period preceding this Agreement, had one or more public
transactions (federal, State, or local) terminated for cause or default;
5. Shall immediately notify the County if, at any time during the term of this Agreement, it is
debarred, suspended, declared ineligible, or voluntarily excluded from participation. The
County may pursue available remedies in the event of such occurrence, including
immediate termination of this Agreement; and
6. Shall not enter into a subcontract or sub-recipient agreement with any person or
organization that is debarred, suspended, declared ineligible, or voluntarily excluded from
participation. The County may pursue available remedies in the event of such occurrence,
including immediate termination of this Agreement without liability.
7. The Contractor shall include, without modification, this language of this Certification, in all
agreements with sub-recipients and other subcontractors; in all lower tier covered
transactions, and in all solicitations for lower tier covered transactions in accordance with
45 C.F.R. Part 76.
15

Section I General Provisions
8. If the Contractor is not able to provide this Certification, an explanation as to why shall be
immediately provided to the County, Attention: Assistant Director Senior and Adult
Services/Special Initiatives, at the address set forth on the Cover Page of this Agreement.
RR. ISRAEL BOYCOTT:
Per House Bill 2617 Contractor certifies that they are not currently engaged in, and agrees for the
duration of the Contract to not engage in, a boycott of Israel.
16

SECTION II
SPECIAL PROVISIONS
Maricopa County
Human Services
17

Section III Work Statement
A. STANDARDS
The Contractor shall perform the work and provide the services as identified in the Work
Statement and shall promptly notify the Assistant Director whenever the Contractor is unable to,
or anticipates an inability to, perform any of the work or provide any of the services required by
the terms of this agreement.
B. COMPLIANCE WITH APPLICABLE LAWS
The Contractor shall comply with all applicable laws, rules, and regulations, without limitation to
those designated in this Agreement.
C. CHANGES
1. This Agreement may not be amended without a written amendment executed by the
Parties.
2. The Contractor is required to notify the County, in writing, within fifteen (15) calendar
days, of any changes in the following:
a. Agency authorized signatory
b. Agency address, phone, fax or email addresses
c. Person to whom Agreement notices should be sent
d. Any variation of insurance required by this Agreement
3. Notwithstanding the foregoing, the Parties may agree in writing, to make non-substantive
changes as follows:
a. Work Statement activities reflecting changes in the County’s regulations, policies, or
requirements.
b. Administrative requirements, such as reporting format quality, and/or quantity, as
required by the funding source or the County’s regulations, policies, or requirements.
4. Change orders shall also be in writing and executed by the Contractor and the Director.
5. Change Orders will not serve to increase or decrease the Agreement amount total without
written approval of both Parties. Additionally, such order will not direct substantive
changes in services to be rendered by the Contractor without the written agreement of
both Parties.
D. NOTICES
1. All notices regarding this agreement shall be sent to the following persons identified as
Point of Contact for the respective Parties at the addresses identified below:
Maricopa County Human Services Department
Attention: Jeffery T. Tourdot, Assistant Director
234 N. Central, 3rd Floor
Phoenix, AZ 85004
602-506-4936
TourdotJ@mail.maricopa.gov
Contact for Maricopa County Community College District
Margaret E. McConnell
2411 W. 14th Street, Tempe AZ 85281
480-731-8888
Margaret.mcconnell@domail.maricopa.edu .
and
Maricopa Corporate College
Lee DeLuca, Sales Manager
18

Section III Work Statement
1050 West Washington Street, Suite 133
Tempe, AZ, 85281
480-377-2716
elizabeth.deluca@maricopacorporate.com
SECTION III
STATEMENT OF WORK
Maricopa County
Human Services
19

Section III Work Statement
A. The Contractor shall provide structured and/or customized training and professional development
which will align employee knowledge and skills to Human Services Department Mission, Vision
and Goals:
B. SERVICE DELIVERY
1. The Contractor shall provide training to program staff which will assist in program
service delivery by focusing on the following areas:
a. Information Gathering
b. Executive Coaching
c. Communication
d. Critical Thinking
e. Conflict Resolution
f. Ken Blanchard - First Time Manager
g. Facilitated Implementation
2. Development of materials, delivery, schedules and acceptance shall be agreed to by both
Parties.
3. Contractor shall:
a. Conduct pre-training evaluations to assess staffs’ current competencies and
knowledge
b. Provide training in a variety of formats to enhance staffs’ skill sets
c. Conduct post-training evaluations to assess staffs’ comprehension, ability to utilize
information in real world settings and provide resources for future use
d. Provide staff with the opportunity to evaluate each training module and provide
feedback for training improvements/enhancements.
C. DELIVERABLES
1. Curriculum Materials: All curriculum materials shall include the following:
a. Participant Guide – Participant Guide shall include at a minimum::
i. Table of Contents;
ii. Time segment allocations;
iii. Stated measurable and realistic objectives or specified outcomes for the
specific curriculum;
iv. Bibliography for course content and referenced further reading.
b. Contractor shall provide after each module:
i. Verification of attendance through a sign-in sheet;
ii. A Certificate of Completion for participants;
iii. Training Evaluations.
2. Assessment Development:
a. The Contractor shall develop assessment questions and conduct assessments for
training services that will accurately test participants’ achievement of the learning
objectives of the course presented. Such assessments shall be scheduled immediately
before and after the training session is completed.
b. The Contractor shall develop assessment questions and conduct assessments for
training services that will accurately address the Trainers effectiveness in
immediately after the training session is completed.
c. All assessments shall be provided to the Department following each session.
3. Contractor shall provide electronic course content of all training materials.
20

Section III Work Statement
D. REQUIREMENTS
1. Key Personnel:
a. Contractor agrees to utilize only experienced, responsible, and capable people in the
performance of this Agreement.
b. Trainers shall be knowledgeable, and have the expertise and required skills to provide
the services outlined in this Agreement.
2. Training Planning:
a. The Department may require scheduled meeting(s) for planning purposes. These
meetings will provide a forum for the Department and the Contractor to express
concerns or provide feedback about performance or future training requirements.
3. Group Size Limits:
a. A minimum and maximum number of group sizes shall be defined by the Department
and Contractor to ensure successful training and learning.
4. Training Cancellation:
a. Contractor’s cancelation – Contractor may cancel scheduled classes up to ten (10)
days prior to the scheduled start of the class for instructor-led classroom training
classes or three (3) days for instructor-led online training classes, if certain
attendance minimums aren't met.
b. Department’s cancellation - Notice of cancellation shall be provided by the
Department to Contractor at least forty-eight (48) business hours prior to the start
time and date of scheduled training, workshop, or facilitated session.
c. Non-Participation – For various reasons, including failure to meet the minimum
participation level may cause the Department to cancel a scheduled training,
workshop or facilitated session.
d. Contractor shall not be paid for any workshops that are cancelled.
E. COPYRIGHT OF CUSTOMIZED WORKSHOP(S)
1. Contractor shall not copyright any materials or products developed as a result of a request
for services after the Agreement has been approved and a Purchase Order issued.
Training materials developed after Purchase Order issuance shall become the sole
property of the County. The only exception shall be for those materials or products
designated as proprietary and previously stipulated as copyrighted materials. All rights
will be reserved.
2. Contractor agrees that these products or materials, in whole or in part, shall not be
reproduced, stored in a retrieval system, or transmitted in any form or by any means
without prior written permission from the County.
21

SECTION IV
COMPENSATION
Maricopa County
Human Services
22

Section V Attachment
A. COMPENSATION
1. Workshops will be scheduled in advance through the Point of Contact for each party.
B. REIMBURSEMENT
1. Contractor shall be reimbursed based on the following:
Focus Areas Units Not to Exceed
Informational 14 Hours (14 hours are In-person On-site)
Gathering Leadership Meetings, Focus Group Facilitation - $4,165
Preparation, Information Analysis, Reporting - $6,715 $10,880
Executive 10 Hours (1 hour, 1:1 virtual coaching to 10 Executive Team
Leadership members)
Coaching Research, Analysis, Preparation (Start/Stop/Continue) $1,955
Coaching by credentialed coach - $2,975
Post/Reporting - $1,700 $6,630
Communication 16 Hours (Two 4-hour 1:1 facilitation sessions for up to 48 Key
Staff and Managers divided into two groups)
16 hours total of in-person facilitation - $4,760
Preparation/Production (Research, Content Design, Evaluation) -
$9,860 $14,620
Critical Thinking 12 Hours (Two 3-hour 1:1 facilitation sessions for up to 48 Key
Staff and Managers divided into two groups)
12 hours total of in-person facilitation - $3,570
Preparation/Production (Research, Content Design, Evaluation) -
$9,605 $13,175
Conflict Resolution 16 Hours (Two 4-hour 1:1 facilitation sessions for up to 48 Key
Staff and Managers divided into two groups)
16 hours total of in-person facilitation - $4,760
Preparation (Research, Content Design, Evaluation) - $9,860 $14,620
Ken Blanchard 12 Hours (Two 3-hour 1:1 facilitation sessions for up to 48 Key
First Time Manager Staff and Managers divided into two groups)
The Ken Blanchard First Time Manager materials and product is
considered proprietary and copyrighted materials. All rights are
reserved.
12 hours of facilitation - $3,570
Materials - $13,855 $17,425
Facilitated 12 Hours (Three 2-hour 1:1 facilitation sessions for up to 48 Key
Implementation Staff and Managers divided into two groups)
12 hours of facilitation - $3,570
Preparation (Research, Content Design, Evaluation) - $4,080 $7,650
Calculated based upon a percentage of the total dollar amount.
Administrative (Includes: Production, management, logistics, material handling) $15,000
Total Investment $100,000
2. Contractor shall invoice County for reimbursement after services have been provided.
Invoices can be submitted:
a. Per session or
b. Per Focus Area as identified in paragraph B.1. above.
23

Section V Attachment
3. All invoices shall be sent to the Point of Contact, whose address appears on the contract
and should contain, at a minimum, the following information.
a. Name and address of the Contractor;
b. The contractors federal tax identification number;
c. The Contractor's remittance address;
d. A description of the goods or services provided;
e. Date of delivery;
f. Quantity of items delivered;
g. Verification of service through a sign-in sheet;
h. Itemized (if applicable) and total invoice pricing.
4. A warrant will be prepared and issued within 30 days of approved invoice. The warrant shall be
submitted to Contractor’s Point of Contact as listed in this Agreement.
24