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CONTRACT BETWEEN ARIZONA DIVERSITY BUSINESS DEVELOPMENT CENTER, INC. AND ARIZONA WOMEN’S EDUCATION & EMPLOYMENT, INC. AND MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT C-22-14-052-3-00 1.0 PARTIES 1.1 This non-financial agreement (“Agreement”) is between Arizona Diversity Business Development Center, Inc. a 501(c)6 non-profit community organization (hereinafter referred to as “the Center”) and Arizona Women’s Education & Employment, Inc., an Arizona corporation, (hereinafter referred to as “AWEE”) and Maricopa County. The Center and AWEE shall collectively be referred to as the “Agencies” and Maricopa County (hereinafter referred to as the “County”), administered by its Human Services Department, Maricopa Workforce Connections (hereinafter referred to as the “Department” or “MWC”). The Parties to this Agreement may be referred to collectively as the “Parties” and individually as a “Party”. 2.0 BACKGROUND 2.1 On April 2nd 2012 the U.S. Department of Labor Employment and Training Administration (DOLETA) awarded a multi-year H-1B Technical Skills Training Grant to the Center for the Meeting Arizona’s Demand for Health Care Workers Effectively project, (Project MADE), Agreement #HG-22695-12-60-A-4. The project’s goal is to address Arizona’s acute shortage of healthcare employees. 2.2 The Center identified several partner agencies that were critical to the success of the project: Banner Health, an Arizona healthcare provider and local employer; community based organizations; Arizona State University of Nursing and Healthcare Innovations; and Maricopa Workforce Connections. 2.3 According to the Grant application submitted to DOLETA, Project MADE activities/projects include five (5) specific areas: 1) Prepare incumbent registered nursing individuals for Bachelor’s degrees; 2) Implement orientation and retention methodologies for newly licensed nurses; 3) Provide leadership seminars to develop nursing leaders; 4) Broaden the career pathway into the nursing profession by assisting Nursing Assistants to become certified thus encouraging their entrance into the pipeline of a nursing career; 5) Provide recruitment and support services for all targeted populations. 2.4 “The project will target major occupations within the high growth healthcare industry, Registered Nurses and Nursing Assistants. Project MADE will concentrate on upgrading the skills and credentials of incumbent Registered Nurses and Nursing Assistants employed at Banner Health within the Greater Phoenix, Arizona (Maricopa County) area to retain and enhance their employment opportunities. The project will recruit and provide support services to over 5,300 individuals to assess their capacity to pursue training/education activities and with an emphasis on serving minorities, veterans, and short and long term unemployed, and other under-represented groups into the healthcare industry. Project MADE will prepare approximately 690 individuals for employment and/or continued employment to reduce the need for H-1B visas employees.” Page 1 of 9 2.5 Maricopa County is one of twelve (12) local workforce investment areas within the State of Arizona. MWC is administered by the Maricopa County Human Services Department (“MCHSD”) Workforce Development Division. 2.6 The purpose of the Workforce Investment Act of 1998 (“WIA”) is to “provide workforce investment activities through statewide and local workforce investment systems, that increase the employment, retention, and earnings of participants, and increase occupational skill attainment by participants, and, as a result, improve the quality of the workforce, reduce welfare dependency, and enhance the productivity and competitiveness of the Nation.” 3.0 PURPOSE 3.1 The purpose of this Agreement is to establish a partnership in which the Parties shall work collaboratively to meet the grant goals. 3.2 The grant proposes to address five (5) specific activities/projects as listed in Section 2.3. This agreement, between the Parties shall address the 5th activity/project, “Provide recruitment and support services for all targeted populations”. 3.3 The Parties shall collectively be responsible for: 3.3.1 Promotion and Marketing of program 3.3.2 Participant Enrollment 3.3.3 Participant Case Management and Support Services 3.3.4 Recording and Reporting program outcomes 3.4 Project/Activities #5 Program outcomes: Number of Individuals # completed # Retained contacted Projected training and # obtained Measure: Employment through Performance obtained employment for 2 Qtrs Recruitment certification Activities Number of Individuals enrolled and approved for Healthcare training programs, receive credentials, obtain 4000 200 200 50 50 employment in training field and remain employed 2 Quarters after training completion. 4.0 RESPONSIBILITIES OF PARTNER AGENCIES 4.1 To ensure project success, each Agency’s responsibilities are outlined below. 4.2 The Parties shall determine participant eligibility and enrollment into the program for potential participants identified through County’s records as pursuing healthcare training and employment since the inception date of the grant and, as needed to meet grant objectives, throughout the duration of the grant period. 4.3 Participants must: Page 2 of 9 4.3.1 Meet WIA eligibility requirements 4.3.2 Meet project MADE eligibility 4.3.2.1 Not at the beginning of a career pathway 4.3.2.2 At least high school diploma or GED 4.3.2.3 Some post-secondary education and/or work experience allowing entry to career pathway at later point 4.3.2.4 At least 18 years old 4.3.2.5 Pursuing a high-skill occupation 4.3.3 Complete assessments to determine skills and abilities 4.4 MWC shall: 4.4.1 Assess potential participants to determine if they meet program eligibility. 4.4.2 Meet with AWEE Project Coordinator to determine eligibility and suitability for the program. 4.4.3 Enroll participants in WIA and established program activities such as training programs research, attend required workshops and attend established meetings with assigned Career Guidance Specialist. 4.4.4 Complete required documents for approved training programs. 4.4.5 Provide participant information to AWEE Coordinator for tracking purposes. 4.4.6 Follow-up with participant to monitor training progress. 4.4.7 Refer participants to AWEE for assessment and support services if necessary. 4.4.8 Meet monthly, or as needed with Grant Management and Partner Agencies to report program activities, number of enrollments, training programs and progress towards project goals. 4.5 AWEE shall: 4.5.1 Meet, as needed, with program participants referred by MWC. 4.5.2 Provide Support Services to participants that require assistance to alleviate barriers to successful program completion. 4.5.3 Follow up to monitor training/employment progress. 4.5.4 Establish and maintain participant tracking data files. 4.5.5 Cooperate in the transfer/merging of participant tracking data file for delivery to the Center for reporting 4.6 The Center shall: 4.6.1 Coordinate and facilitate project activities; 4.6.2 Assist, as necessary, in sub-recipient teamwork to enable collaborative preparation of a single merged data file for reporting 4.6.3 Complete and submit reports to DOLETA 4.6.4 Provide grant activities information to Partner agencies 5.0 LIFE OF THE AGREEMENT 5.1 This Agreement shall be effective upon signature by both Parties and will expire on April 1, 2016. 5.2 This Agreement is subject to cancellation in accordance with the provisions of A.R.S. § 38-511. 5.3 Either Party may terminate this Agreement for convenience at any time, with sixty (60) days notice in writing to the other Parties. Such notice shall be given by personal delivery or by registered or certified mail. Page 3 of 9 5.4 This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. 5.5 This Agreement may be terminated for cause if either Party defaults by failing to carry out a term or provision of this Agreement. In the event a Party is in default then the other Parties will provide written notice to the defaulting Party of the default. The defaulting Party will have thirty (30) days from receipt of the notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the Parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure to cure the default during the cure period will provide the non-defaulting Parties with the grounds to terminate this Agreement. The non-defaulting Parties will provide notice of the termination to the other Party; such notice will be given by personal delivery or by registered or certified mail. The termination will be effective upon receipt of the notice by the non-terminating Parties. 6.0 AVAILABILITY OF FUNDS 6.1 This Agreement is a non-financial agreement. 6.2 As a designated Local Workforce Investment Area, Maricopa County, exclusive of the City of Phoenix, is the recipient of WIA funds. MWC is funded through the WIA pass through agreement with Arizona Department of Economic Security. 6.3 Should the Arizona state legislature reduce the appropriations for any reason and these services are not funded, the County may take any of the following actions: (a) Accept a decrease in services offered by the other Party; or (b) Cancel the Agreement. The cancelling Party will provide notice of the cancellation to the other Party; such notice will be given by personal delivery or by registered or certified mail. The cancellation will be effective upon receipt of the notice by the non-terminating Party. 7.0 AMENDMENTS, ENTIRE AGREEMENT, SURVIVING PROVISIONS, SEVERABILITY 7.1 There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both Parties. 7.2 This Agreement supersedes all prior oral or written agreements, if any, between the Parties, and constitutes the entire agreement between the Parties with respect to the subject matter. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated in it. 7.3 If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. 7.4 Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any Party from any liability or obligation arising prior to the date of termination. Page 4 of 9 8.0 NOTICES 8.1 Communications and details concerning this Agreement shall be directed to the following contact representatives: MWC: Patricia Wallace, Assistant Director Maricopa County Human Services Department 234 N. Central, Suite 3000 Phoenix, AZ 85004 (602) 506-4146 WALLACEP001@mail.maricopa.gov The Center: Eduardo Castillo, President and CEO 9920 S. Rural Rd, Suite 108 Tempe, AZ 85284-4100 602-432-3400 Ed.castillo@azbizopps.org AWEE: Marie A. Sullivan, President & CEO 640 North First Avenue Phoenix, AZ 85003 602-233-4333 mariesullivan@awee.org 9.0 EMPLOYMENT DISCLAIMER 9.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership or other formal business association or organization of any kind, and the rights and obligations of the parties shall be only those expressly set forth in this Agreement. 9.2 The Parties agree that no individual performing under this Agreement on behalf of the Parties is to be considered a County employee, and that no rights of County civil service, County retirement, or County personnel rules shall accrue to such individual. The Parties shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto, if applicable, concerning such individuals and shall save and hold the County harmless with respect thereto. 9.3 The Parties agree that no individual performing under this Agreement on behalf of the County is to be considered an employee of the other Parties, and that no rights of civil service, retirement, or personnel rules shall accrue to such individual. The County shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto, if applicable, concerning such individuals and shall save and hold the Parties harmless with respect thereto. 10.0 GENERAL INDEMNIFICATION 10.1 Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Parties (as “Indemnitee”) from and against any and all claims, losses, liability, costs, or Page 5 of 9 expenses (including reasonable attorneys’ fees) (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 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. 11.0 FINGERPRINTING 11.1 The provisions of A.R.S. § 46-141 (as may be amended) are hereby incorporated in their entirety as provisions of this Agreement. For reference, these provisions include, but are not limited to, the following: 11.1.1 Personnel who are employed by the Agencies, whether paid or not, and who are required or allowed to provide services directly to juveniles or vulnerable adults. Shall submit a full set of fingerprints to DES for the purpose of obtaining a state and federal criminal records check pursuant to section 41-1750 and Public Law 92-544 or shall apply for fingerprint clearance card within seven working days of agreement execution. 11.1.2 Except as provided in A.R.S. § 46-141, this Agreement may be cancelled or terminated immediately, if a person employed by either Agency and who has contact with juveniles certifies pursuant to the provisions of A.R.S. § 46-141 (as may be amended) that the person is awaiting trial or has been convicted of any of the offenses listed therein in this State, or of acts committed in another state that would be offenses in this State; or if the person does not possess or is denied issuance of a valid fingerprint clearance card. 11.1.3 Personnel who are employed by either Agency, whether paid or not, and who are required or allowed to provide services directly to juveniles shall certify on notarized forms as provided by the Department whether they are awaiting trial on or have ever been convicted of any of the offenses described in A.R.S. § 46-141 (F) (as may be amended). 11.1.4 Personnel who are employed by either Agency, whether paid or not, and who are required or allowed to provide services directly to juveniles shall certify on notarized forms as provided by the Department whether they have ever committed any act of sexual abuse of a child, including sexual exploitation and commercial sexual exploitation, or any act of child abuse. 11.1.5 Partner Agencies shall provide certification to the Department, that fingerprinting and background checks have been conducted for all personnel who are employed by the Agencies, whether paid or not within one month of the execution of this Agreement. 12.0 BACKGROUND CHECKS FOR EMPLOYMENT THROUGH THE CENTRAL REGISTRY 12.1 Background checks through the Central Registry shall be conducted for each employee including subcontractors that provide direct services to children or vulnerable adults. Individuals shall not provide direct services to clients until the results of the Central Registry background check are complete and the results indicate the individual has no disqualifying acts that would prohibit him/her from providing services to clients. If the Central Registry background check specifies any disqualifying act, the individual shall be prohibited from providing direct services to clients. 13.0 CONFIDENTIALITY 13.1 The Agencies shall observe and abide by all applicable State and Federal statutes, rules, and regulations, as well as the requirements articulated within the Solicitation for Grant Applications, regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of services. To the extent permitted by law, the Agencies shall release information to Maricopa County, Arizona Department Page 6 of 9 of Economic Security, and the Attorney General’s Office as required by the terms of the Agreement, by law or upon their request. 13.2 The Agencies shall comply with the requirements of Arizona Address Confidentiality Program, A.R.S. §41-161 et. seq. 14.0 SAFEGUARDING OF PARTICIPANT INFORMATION 14.1 The use or disclosure by the Agencies or any party of any information concerning an applicant for, or recipient of, service under this Agreement is directly limited to the conduct of this Agreement. Both Agencies and its agents shall safeguard the confidentiality of this information, as defined by the requirements of the Solicitation for Grant Applications and just as the Agencies would safeguard its own confidential information. If the Agencies enter into agreements with Subcontractors, the Agencies shall include a clause to this effect in all agreements. 15.0 COPYRIGHTS 15.1 Parties agree that the rules, regulations and policies of the Solicitation for Grant Applications and Grant Agreement shall control. The Federal Government shall retain all licensing rights of priority with respect to any materials or products, copyrighted or otherwise, including intellectual property, developed as a result of this federal funding support. Any license to reproduce, publish, or otherwise use or authorize others to use remains under the jurisdiction of the Federal Government. Work product developed that is also sold, thus generating additional grant program funding for allowable grant activities, shall be presented with appropriate prescribed accompanying language. 16.0 PATENTS 16.1 Parties agree that the rules, regulations and policies of the Solicitation for Grant Applications and Grant Agreement shall control. The Federal Government shall retain all licensing rights of priority with respect to any materials or products, patented or otherwise, developed as a result of this federal funding support. Any license to reproduce, publish, or otherwise use or authorize others to use remains under the jurisdiction of the Federal Government. Should any work product, discovery or invention arising out of, or developed in the course of, work supported by this federal funding, determination of patent protection shall necessarily require preliminary approval and authorization by the Federal Government which retains supremacy of jurisdiction with respect to all work product resulting from said federal funding. 17.0 COMPLIANCE WITH APPLICABLE LAWS 17.1 Each Party shall comply with all applicable laws, ordinances, Executive Orders, rules, regulations, standards, and codes of the federal, state, and local governments whether or not specifically referenced herein. Specifically, the following apply: 17.1.1 Unless exempt under federal law, both Parties shall comply with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and State Executive Order No. 75-5, as updated in State Executive Order No. 99-4, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities. Both Parties shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment of qualified persons because of physical or mental disability. Both Parties shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. Page 7 of 9 17.1.2 Both Parties shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits of, or participation in, contract services on the basis of race, color, or national origin. Both Parties shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of disability, in delivering contract services; and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the basis of physical or mental disabilities in the provision of contract programs, services, and activities. 17.1.3 Each Party warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledge: 17.1.3.1 That its subcontractors, 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, subsection A. 17.1.3.2 That a breach of a warranty under the subsections listed above, shall be deemed a material breach of this Agreement that is subject to penalties up to and including termination of the Agreement. 17.1.3.3 That the Parties retain the legal right to inspect the papers of any contractor or subcontractor employee who works on this Agreement to ensure that the Parties are complying with the warranty provided under the subsections listed above and that the Parties agrees to make all papers and employment records of said employee(s) available during normal working hours in order to facilitate such an inspection. 18.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION 18.1 Each Party certifies to the best of its knowledge and belief, that it and its directors, officers and agents: 18.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. 18.1.2 Have not within the previous three-year period been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. 18.1.3 Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the paragraphs above. 18.1.4 Have not within the previous three-year period had one or more public transactions (federal, state, or local) terminated for cause or default. 19.0 FEDERAL IMMIGRATION AND NATIONALITY ACT 19.1 The Parties understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (“IRCA”). The Parties agree to comply with IRCA in performing under this Agreement and to permit the other Party inspection of personnel records to verify such compliance. 19.2 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 Page 8 of 9 statements from their subcontractors certifying compliance and shall furnish the statements to the procurement office of the other Party 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. 19.3 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, 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 requesting Party. FOR AND ON BEHALF OF FOR AND ON BEHALF OF ARIZONA DIVERSITY BUSINESS MARICOPA COUNTY DEVELOPMENT CENTER, INC. _________________________________ ___________________________________ Chairman, Board of Supervisor _________________________________ ___________________________________ Date Date FOR AND ON BEHALF OF: Attested to: ARIZONA WOMEN’S EDUCATION & EMPLOYMENT, INC. ___________________________________ Fran McCarroll, Clerk of the Board _________________________________ This Agreement has been reviewed by the undersigned Legal Counsel who have determined that it is in proper form and within _________________________________ the power and authority granted under the laws Date of the State of Arizona. This _______ day of ____________, 2014 By: _______________________________ Legal Counsel for Maricopa County Page 9 of 9