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LETTER OF AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND GOODWILL OF CENTRAL ARIZONA C Number: _____________________ Agreement Start Date: October 23, 2013 This Letter of Agreement is entered into by and between Goodwill of Central Arizona and Maricopa County, administered by its Human Services Department-Maricopa Workforce Connections (MWC). Goodwill of Central Arizona and Maricopa County collectively shall be referred to as the “Agencies”. The Agencies, in consideration for the benefits of the partnership as described in this agreement, shall provide and perform the services set forth herein. All rights and obligations of the Agencies shall be governed by the terms of this agreement. The purpose of this agreement is to establish a partnership between the Agencies for Job Fair activities and Employer Events where event participants register and enter their personal contact information in Goodwill’s event registration data collection system. Goodwill shall provide all necessary computers, printers and employment data collection system. Through this agreement Goodwill agrees to share with MWC, the personal information entered by event participants into Goodwill’s event registration data collection system. MWC assures Goodwill the data provided will be kept confidential and will only be utilized for activity reporting purposes and program performance measures. Both Agencies acknowledge this agreement does not bind MWC to share participant data entered into the Arizona Job Connection (AJC) with Goodwill as this is a database controlled by Arizona Department of Economic Security. Goodwill shall supply to MWC, event participant data information, in a reasonable timeframe agreed to by both parties and without cost. The Agencies accept that strict compliance with the terms of this agreement shall not be waived. Any changes required to this agreement shall be in writing and signed by both Agencies. Each Agency (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Agency (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 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. The agreement term is October 23, 2013 and in effect upon signature by both Agencies. Either Agency may terminate this agreement at any time upon providing written termination notice to the other Agency. Agreement termination shall take effect on the thirtieth (30th) day following receipt of written termination notice by either Agency. The agreement is subject to cancellation pursuant to the provisions in A.R.S. § 38-511. Written 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 named a Agency Representative on this agreement. Goodwill Representative: Richmond Vincent, President of Workforce Development Address: 2626 W. Beryl Avenue Phoenix, AZ 85021 Phone: 602-535-4046 E-mail: Richmond.Vincent@goodwillaz.org County Representative: Patricia Wallace, Assistant Director Workforce Development Division Address: 234 N. Central Ave., Suite 3000, Phoenix, AZ 85004 Phone: 602-506-4146 E-mail: WALLACEP001@mail.maricopa.gov Notices under this agreement 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 above and shall be effective three (3) days after being mailed, unless otherwise indicated in the notice. This agreement contains all the terms and conditions agreed to by the Agencies. No other understanding, oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind either Agency hereto. Nothing in this agreement shall be construed as consent to any lawsuit or waiver of any defense in any lawsuit brought against the State of Arizona, the County, or Goodwill of Central Arizona in any state or federal court. IN WITNESS THEREOF, the Parties have signed this agreement: Approved By: Approved By: MARICOPA COUNTY ___________________________________ ___________________________________ Authorized Signature Chairman, Board of Supervisors __________________ __________________ Date Date Attested To: ___________________________________ Clerk, Board of Supervisors Date In accordance with A.R.S. §§ 11-201, and 11-251 this agreement has been reviewed by the undersigned attorney(s) who has determined that this agreement is proper in form and within the power and authority granted under the laws of the State of Arizona. Approved as to form: Approved as to form: ___________________________________ ___________________________________ Attorney for the Contractor Date Deputy County Attorney Date