DES LICENSE AGREEMENT G-30125.PDF

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LICENSE AND FEE AGREEMENT
FOR
USE OF REAL PROPERTY
BY
ARIZONA DEPARTMENT OF ECONOMIC SECURITY
EMPLOYMENT ADMIN1STFtATION
G-30125
THIS LICENSE AGREEMENT (the "License") is entered into on this 2.-5 day of
—514, , 2012 by and between Maricopa County, hereinafter referred to as "Licensor" and
Arizona Department of Economic Security/Employment Administration hereinafter referred to as
"Licensee" or "Agency." Licensor and Licensee shall collectively be referred to as the "Parties".
RECITALS
WHEREAS, Licensor is duly authorized to execute and administer agreements under A.R.S. §§ 1 l -
201, 11-251 & 11-952; and
WHEREAS, Licensee is duly authorized to execute and administer contracts under A.R.S. §41-1954
(A) (1) (d); and
WHEREAS, Parties are authorized by A.R.S. §11-952 et seq. to enter into agreements for joint or
cooperative action and to contract for the services specified in this Agreement; and
WHEREAS, Licensor operates the Maricopa County Workforce Connections One Stop Career
Centers: West Valley One Stop Career Center ("Facility 1") located at 1840 N. 95th Ave #160
Phoenix, AZ 85037 and East Valley One Stop Career Center ("Facility 2") located at 735 North
Gilbert Road, Suite 134, Gilbert, Arizona 85234 ("Facility 1" and "Facility 2" shall collectively be
referred to herein as the "Facility" or the "Facilities"); and
WHEREAS, Licensee is requesting access to the Facilities and use of the Premises as hereafter
defined. Licensee shall utilize the Premises to provide employment and training services to citizens of
Arizona. The "Premises" shall include staff directly occupied space, work areas, break rooms,
restrooms, meeting rooms with pre-scheduled arrangements and other common areas; and
WHEREAS, the space available to Licensee for the use contemplated by this License shall be at the
discretion of Licensor within the Facilities ("License Area"); and
WHEREAS, the Parties desire to enter into the License authorizing Licensee to enter into the Facility
and use the Premises as further described herein; and
WHEREAS, Licensee shall pay $16,610 monthly for the costs associated with the operation of the
One Stop Career Centers as further described herein. The costs are associated with directly occupied
space and a percentage of common space as described herein; and
WHEREAS, Licensee shall abide by the recitals and the Exhibits attached to this License Agreement.
NOW, THEREFORE, in consideration of the following mutual covenants, the sufficiency of which is
hereby acknowledged, the Parties agree as follows:
LICENSE AGREEMENT
1. Recitals. The Recitals, by this reference, are hereby incorporated into this License.
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2. License. Licensor hereby grants to Licensee a revocable license to enter the Facilities and use
the License Area and the Premises for the purpose previously stated Monday through Friday
7:30 AM to 5:00 PM.
3. Term. The term of this License shall begin on July 1, 2012 and shall expire June 30, 2015.
Licensee may have the option to renew the term of this License two (2) times for a period of
one (1) year each, (Renewal Term) provided, however, that Licensee is in full compliance
with all terms and conditions of this License. Licensee may exercise a Renewal Term by
giving written notice to Licensor at least sixty (60) days prior to the expiration of the License.
The granting of a Renewal Term shall be at the sole discretion of Licensor and upon mutual
agreement by the parties in writing. Any renewal of this License shall be on the same terms,
covenants and conditions contained in this License unless the parties otherwise agree in
writing.
4. Amendments or Modifications. This Agreement may be amended or modified at any time by
mutual agreement. No agent, employee or other representative of either party is empowered
to alter any of the terms of the Agreement, unless done in writing and signed by the
authorized representative of the respective parties.
5. Termination & Revocation.
A. Except as otherwise provided herein, each party shall have the right to terminate this
Agreement without liability to the non-terminating party by hand-delivering to the non-
terminating party written notice of termination at least thirty (30) days prior to the
effective date of said termination or as otherwise agreed to by the Parties in writing.
B. In the event of early termination for any reason, any funds advanced to either party
shall be returned to the advancing party within ten (10) days after the date of
termination or upon receipt of notice of termination of the Agreement, which is earlier.
C. Either party has the right to terminate this Agreement upon twenty-four (24) hour notice
when it is deemed the health or welfare of the service recipients is endangered.
D. In the event of termination or suspension of the Agreement by either party, such
termination or suspension shall not affect the obligation of both parties to indemnify
each other and the State for any claim by any third party against the State or the
terminating party arising from the other party's performance of this Agreement and for
which the other party would otherwise be liable under this Agreement. To the extent
such indemnification is excluded by A.R.S. §41-621, et seq. or an obligation is
unauthorized under A.R.S. §35-154, the provisions of this paragraph shall not apply.
6. Severability. Any provision of this Agreement which is determined to be invalid, void or illegal
shall in no way affect, impair or invalidate any other provision hereof, and remaining provisions
shall remain in full force and effect.
7. Non-Availability of Funds. If funds are not allocated and available for the continuance of this
Agreement, this Agreement may be terminated by either Party at the end of the period for
which funds are available. No liability shall accrue to Licensor or Licensee in the event this
provision is exercised. Neither Licensor nor Licensee shall be obligated, or liable for any
future payments of, for any damages as a result of termination under this paragraph.
Funds may not be presently available for this Agreement beyond the current fiscal year. No
legal liability on the part of Licensee for any payment that may arise under this Agreement
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beyond the current state fiscal year until funds are made available for performance of the
Agreement.
Should the State Legislature enter into session and reduce the appropriations for any reason
and services are not funded, Parties may take any of the following actions:
A. Accept a decrease in funds offered by the Licensee; or
B. Cancel the Agreement
8. Cancellation for Conflict of Interest. Pursuant to A.R.S. §38-511, parties, their political
subdivisions or any department or agency of either may, within three years after its execution,
cancel any contract without penalty or further obligation, made by either party political
subdivisions or any department or agency of either if any person significantly involved in
initiating, negotiating, securing, drafting or creating the Agreement on behalf of either party,
its political subdivisions or any department or agency of either 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 a consultant to any other party to the Agreement
with respect to the matter of the Agreement. A cancellation made pursuant to this provision
shall be effective when the either party receives written notice of the cancellation, unless the
notice specifies a later time.
A. Officials not to Benefit. No member of either party, the County, the Arizona State
Legislature, or member of, or delegate to Congress, or a resident Commissioner will be
admitted to any share or part of this Agreement, or to any benefit that may arise
therefrom; but this provision shall not be construed to extend to this Agreement if made
with a corporation for its general benefit
B. Personal use of Contracts. State employees and public officers shall not be permitted
to purchase materials or services under this Agreement for their own personal or
business use unless authorized in writing by the Director of the Arizona Department
of Administration, pursuant to A.A.C. R2-7-204.
C. Parties shall not make any payments, either directly or indirectly, to any person,
partnership, corporations, trust or other organization which has a substantial interest in
the Parties' organization or with which both parties (or one of its Directors, officers,
owners, trust certificate holders or a relative thereof) has a substantial interest, unless
both parties have made full written disclosure of the proposed payments, and both
parties have received written approval. For the purposes of this provision, the terms
"substantial interest" and "relative" shall have the same meanings as in A.R.S. 38-502.
9. Licensee Responsibilities. Licensee shall assign staff to provide the program services.
Licensee shall supply computers to be utilized program staff Licensee may utilize the
Facilities copy, fax machines and phones. Licensee is responsible for keeping all areas
utilized by its agents, employees, clients within the License Area and Premises neat, clean,
free of clutter and of a professional appearance. Licensee shall ensure that all trash and
recycling is placed in the proper receptacle(s). Licensee shall ensure that all
clients/participants adhere to these rules. Licensee shall leave the License Area and Premises
in as good condition as when received. Licensee is responsible for repairing or replacing
damages to the License Area, Premises and Facilities caused by Licensee, its officials, agents,
employees, officers, vendors or invitees. Repairs or replacement is to be accomplished within
sixty (60) days after Licensee receives notice from Licensor. If Licensee fails to make repairs
or to replace damaged property, Licensor may, at its option, make such repair or replace
damaged property and Licensee shall, upon demand by Licensor, reimburse Licensor for
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Licensor's reasonable costs and expenses connected therewith. Immediately upon the
completion or termination of this License, Licensee shall remove its personal property from
the License Area and Premises unless previous arrangements have been made with Licensor.
Licensee hereby acknowledges that Licensor shall not be responsible for Licensee's personal
property that remains within the License Area and Premises after the completion or
termination of this License and that Licensor may dispose of said personal property at its
discretion. Licensee shall provide the services by using persons having all requisite skill,
licensing, and experience. All Licensee providers shall, at all times, be members in good
standing with all required licensing bodies. They shall possess full, complete and current
professional credentials as may be lawfully required to perform the services. Licensee shall
not access the Premises or the Facilities outside of normal business hours unless otherwise
agreed to in writing with Licensee. Licensee shall comply with any and all federal, state and
local laws, statutes, ordinances, codes and/or regulations that apply to the operation of its
business and its use of the Premises and Facilities.
10. Licensor Responsibilities. Licensor is responsible for ensuring telecommunications,
voice/data and equipment is in good working order for use by Licensee. Licensor is
responsible for interior janitorial services, exterior ground maintenance are performed and
that the heating and air conditioning equipment and the plumbing and electrical systems are
maintained and in good working order. Licensor shall provide heating, ventilation, air
conditioning (HVAC), electricity, water for reasonable and normal drinking and lavatory use.
Licensor has the right to determine what equipment or personal property may be brought onto
the License Area and Premises. All or any equipment or personal property of Licensee shall
be removed with at least thirty (30) business days' notice from the License Area and Premises
at the direction of Licensor. Licensor is not responsible for any property of Licensee or of any
other individual or entity on the License Area, Premises or Facilities in connection with this
License. Licensor has no liability for the destruction, theft, vandalism, or other loss or damage
of any such property.
11. License Area. Licensor, at Licensor's sole discretion, shall assign directly occupied space to
Licensee:
Facility 1 total directly occupied space = 2258 sq ft
Common space = 4145 sq ft
Total sq ft assigned to Licensee is 6403.
Job Service
2 offices x 136 sq ft 272 sq ft
11 cubicles (includes the printer/fax cubicle) x 64 sq ft 704 sq ft
I Orientation Rm 390 sq ft
1 file room x 80 sq ft 80 sq ft
2 Printer areas 128 sq ft
1574 sq ft
Vets
3 cubicles x 64 sq ft 192 sq ft
Voc Rehab
I Cubicle 64 sq ft
JOBS (Maximus)
1 office x 108 sq ft 108 sq ft
5 cubicles x 64 sq ft 320 sq ft
428 sq ft
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Facility 2 total directly occupied space = 422 sq ft
Common Space = 261sq ft
Total sq ft assigned to Licensee is 683
Job Service
1 cubicle 105 sq ft
I cubicle 85 sq ft
190 sq ft
RSA
1 Office 121 sq ft
Vets
1 cubicle 85 sq ft
Computer Room 26 sq ft
12. Payment Requirements. Invoices shall be sent to Licensee's point of contact as listed in the
"Notice" section of this Agreement by the 15 th day of the month following the month the
services were provided. Licensee shall prepare and issue a warrant within 30 days of receipt
of the invoice. The warrant shall be submitted to Licensor's point of contact as listed in the
"Notice" section of this Agreement.
13. Indemnification. Each party (as "Indemnitor") agrees to indemnify, defend, and hold harmless
the other party (as "Indemnitee") from and against 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 are caused by the act,
omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents,
employees, or volunteers.
14. Insurance. Licensee shall maintain adequate professional liability insurance and Workman's
Compensation insurance to cover the acts of its employees in an amount not less than
$1,000,000 per occurrence. Licensee shall be required to provide proof of insurance if
Licensor requests it.
15. Background Checks. Licensee shall ensure that all program staff that have direct contact with
clients/participants shall obtain a state and federal criminal records check pursuant to section
A.R.S. § 41-1750 and Public Law 92-544. Licensee shall provide confirmation that all
program staff that has direct contact with participants have completed the criminal records
check. Confirmation shall be provided within 15 days of execution of this Agreement.
Information shall be provided to the One Stop Career Center Coordinators.
West Valley Center Coordinator 602-372-4201
East Valley Center Coordinator 602-372-9748
16. Fingerprinting. Licensee shall ensure that all program staff that has direct contact with
participants shall apply for fingerprint clearance cards. Licensee shall confirm that all
program staff that has direct contact with participants have completed the fingerprint
clearance. Licensee shall provide to the One Stop Career Center Coordinator(s) the names of
staff that perform work in the facilities.
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17. Permits/Licensing. Licensee shall maintain all applicable permits and licenses for its business
operations. Licensee shall further comply with all Federal, state and local laws and ordinances
in the operation of its business.
Licensee is an independent contractor in the performance of the work and the provision of
services under this Agreement and is not to be considered an officer, employee or agent of
Licensor.
18. Compliance With Applicable Laws. This Agreement shall be governed and interpreted by the
laws of the State of Arizona. The materials and services supplied under this Agreement 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, and Licensee shall maintain all applicable licenses and permit requirements.
Specifically, the following apply:
a) Unless exempt under Federal law, Licensee 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. Licensee
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. Licensee shall comply with the requirements of the Fair Labor Standards
Act of 1938, as amended.
b) Licensee 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. Licensee 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 services; and with Title IJ 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.
19. Nondiscrimination & Equal Opportunity Assurance. Licensee shall not discriminate against
any person because of race, color, religion, sex, national origin, ancestry, physical or mental
disability, medical condition, material status or sexual orientation.
Note: This particular assurance (portions which are duplicated elsewhere in other
assurances) is applicable to the extent that the program activities are conducted as part of the
One Stop delivery system (See 29 CFR 37.2).
Licensee assures that it will comply fully with the nondiscrimination and equal opportunity
provisions of the following laws:
a) Section 188 of the Workforce Investment Act of 1998 (WIA), which prohibits
discrimination against all individuals in the United States on the basis of race, color,
religion, sex, national origin, age, disability, political affiliation, or belief, and against
beneficiaries on the basis of either citizenship/status as a lawfully admitted
immigrant authorized to work in the United States or participation in any WIA Title I
B financially assisted program or activity;
b) Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination
on the basis of race, color, and national origin;
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c) Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits
discrimination against qualified individuals with disabilities;
d) The Age Discrimination Act of 1975, as amended, which prohibits discrimination on
the basis of age; and
e) Title IX of the Education Amendments of 1972, as amended, which prohibits
discrimination on the basis of sex in educational programs.
Licensee also assures that it will comply with 29 CFR Part 37 and all other
regulations implementing the laws listed above. Licensee understands that the United
States has the right to seek judicial enforcement of this assurance.
20. Disability Requirements. Licensee agrees that any electronic or information technology
offered under this License Agreement shall comply with A.R.S. §§41-2531 and 2532 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.
21. Lobbying. Lobbying activities are strictly prohibited in the Facility.
22. Religious Activities. Religious activities are strictly prohibited in the Facility.
23. Political Activity Prohibited. Political activities are strictly prohibited in the Facility.
24. Clean Air Act. Licensee shall comply with all regulations, standards and orders issued pursuant
to the Clean Air Act of 1970 as Amended (42 IJSC 1857b, et.seq.) to the extent any are
applicable by reason of performance of this Agreement.
25. Drug-Free Workplace Act. Licensee shall comply with the Drug-Free Workplace Act of 1988
(Public Law 100-690).
26. Certification Regarding Environmental Tobacco Smoke. Licensee shall comply with Public
Law 103-227, Part C.
27. No Lease/Agreement as License. This License shall be construed as a mere license by
Licensor to Licensee to provide services in the License Area and Premises. This License shall
not be construed as a lease, sublease, rental agreement or easement. It is understood and
agreed that Licensee has no interest whatsoever in the License Area, Premises or the Facility
upon which the service is performed and that Licensor may move Licensee from the License
Area to another location within the Facility at any time at the sole discretion of Licensor.
28. No Assignment. This License is personal to Licensee, and Licensee may not assign this
License or any right thereunder nor give any security interest therein or in any rights
thereunder nor may this License be assigned by operation of law. Any assignment of this
License or rights thereunder by Licensee or by operation of law or the giving of any security
interest therein shall at Licensor's option constitute a breach of this License and this License
shall be void.
29. Legal Worker's Act. Licensee warrants that it is in compliance with A.R.S. §41-4401 and
further acknowledges:
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a) That the Licensee and 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;
b) That a breach of a warranty under subsection a) above, shall be deemed a material breach
of the License that is subject to penalties up to and including termination of the License;
c) That nothing herein shall make any Licensee or subcontractor an agent or employee of
the Licensor government entity.
30. Federal Immigration Law. Licensee warrants that it is in compliance with Federal
Immigration and Nationality Act and further acknowledges:
A. That the Licensee understands and acknowledges the applicability of the Immigration
Reform and Control Act of 1986 (IRCA). The Licensee agrees to comply with the IRCA in
performing under this License and to permit Licensor inspection of personnel records to
verify such compliance.
B. By entering into this License, Licensee warrants 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. Licensee shall obtain
statements from their subcontractors certifying compliance and shall furnish the
statements upon request by the Licensor. These warranties shall remain in effect through
the term of the License. Licensee and their subcontractors shall also maintain
Employment Eligibility Verification forms (1-9) as required by the U.S. Department of
Labor's Immigration and Control Act for all employees performing work under the
License. 1-9 forms are available for download at USCIS.GOV .
31. Sudan and Iran. Licensee warrants that it is in compliance with A.R.S. §§35-391.06 and 35-
393.06 (Business Relations with Sudan and Iran):
A. By entering into this License, Licensee certifies it does not have scrutinized business
operations in Sudan or Iran. Licensee shall obtain statements from its subcontractors,
involved with this License, certifying compliance and shall furnish the statements to
Licensor upon request. These warranties shall remain in effect through the term of the
License.
B. Licensor may request verification of compliance from Licensee or its subcontractors
performing work under this License. Should the Licensor suspect or find that Licensee or
any of its subcontractors are not in compliance, the Licensor may pursue any and all
remedies allowed by law, including, but not limited to: suspension of work, termination of
the License for default, and suspension and/or debarment of Licensee. All costs necessary
to verify compliance are the responsibility of Licensee.
32. Debarment Certifications. Licensee certifies to the best of its knowledge and belief, that it and
its directors, officers and agents:
A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;
B. Have not within a 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;
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C. 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 paragraph b; and
D. Have not within a three-year period had one or more public transactions (Federal, State,
or local) terminated for cause or default.
E. Shall immediately notify the Maricopa County Human Services Department if, at any
time during the term of this Agreement, it is debarred, suspended, declared ineligible, or
voluntarily excluded from participation. Licensor may pursue available remedies in the
event of such occurrence, including immediate termination of this Agreement.
F. Shall not enter into a subcontract or sub-recipient agreement with a person or
organization that is debarred, suspended, declared ineligible, or voluntarily excluded
from participation. Licensor may pursue available remedies in the event of such
occurrence, including immediate termination of this Agreement.
33. 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 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. This
provision applies to work performed by subcontractors at all tiers.
34. Binding Agreement. This License shall be binding upon and inure to the benefit of the
respective parties, their successors, personal representatives and assigns, and shall be
governed by and constructed under the laws of the State of Arizona.
35. Entire Agreement. This License, together with any supplemental provisions and Exhibits
attached hereto, constitutes the entire agreement between the parties and sets forth all of the
covenants, promises, agreements, conditions and understandings between Licensor and
Licensee, and there are no covenants promises, agreements, conditions or understandings,
either oral or written, between Licensor and Licensee other than as set forth herein, and those
agreements that are executed contemporaneously herewith. This License shall be construed as
a whole and in accordance with its fair meaning and without regard to any presumption or
other rule requiring construction against the party drafting this License. This License cannot
be modified or changed except by a written instrument executed by Licensor and Licensee.
Licensor and Licensee have reviewed this License and have had the opportunity to have it
reviewed by legal counsel.
36. Employment Disclaimer. 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. Licensee acknowledges that no individual performing
work in the Facility, under this Agreement on behalf of Licensee 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. Licensee 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
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premiums appurtenant thereto concerning such individuals and shall save and hold the County
harmless with respect thereto.
37. No Partnership. Nothing contained in this Lease shall create any partnership, joint venture or
other arrangement between Licensor and Licensee. Except and expressly provided herein, no
term or provision of this License is intended or shall be for the benefit of any person or entity
not a party hereto, and no such other person or entity shall have any right or cause of action
hereunder.
38. Copyrights. If the Agreement results in a book or other written material, the author is free to
copyright the work, both parties reserve a royalty-free, nonexclusive, perpetual and
irrevocable license to reproduce, publish, or otherwise use and to authorize the other to use,
all copyrighted material and all material which can be copyrighted resulting from the
Agreement.
39. 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 other party 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.
40. Arizona Law. The proper venue for any proceeding at law or in equity or under the provisions
for arbitration shall be Maricopa County, Arizona. This License shall be construed in
accordance with and be governed by the laws of the State of Arizona.
41. No Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall
not be deemed to be a waiver of any subsequent breach of any term, covenant or condition
herein.
42. Authorization. Any individual executing this License on behalf of or as representative for a
corporation or other person, firm, partnership or entity represents and warrants that he/she is
duly authorized to execute and deliver this License on behalf of said corporation, person,
firm, partnership or other entity and that this License is binding on said entity in accordance
with its terms.
43. Invalidity. If any term, covenant, condition or provision of this License is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions
hereof shall remain in full force and effect and shall in no way be affected, impaired or -
invalidated.
44. References. Sections and other headings contained in this License are for reference purposes
only and shall not affect in any way the meaning or interpretation of this License.
45. Counterparts. This License may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument.
Faxed and copied signatures are acceptable as original signatures.
46. In the event Licensor or Licensee resort to legal proceedings to enforce any right under this
License or to obtain relief for any default by the other party, the party prevailing in such
proceedings shall be entitled to recover from the defaulting party the costs thereof, including
reasonable attorneys' fees and costs.
47. Licensor Notices. All notices to Licensor shall be in writing and sent by certified mail to:
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Maricopa County Human Services Department
Workforce Development Division
Attention: Patrick Burkhart, Assistant Director
234 N. Central, Suite 3000
Phoenix, AZ 85004
602-506-4146
BURKHARTP@mail.maricopa.gov
48. Licensee Notices. All notices to Licensee shall be in writing and sent by certified mail to:
Arizona Department of Economic Security Employment Administration
Attention: Mike Davis
1789 W. Jefferson, Site Code 734A
Phoenix, Arizona 85007
602-364-0809
49. Costs. The costs associated with the operation of the One Stop Centers are shared among the
agencies that are co-located in the Center(s). The monthly cost associated with this
Agreement is $16,610.
50. This License includes a Memorandum of Understanding and Resource Sharing Agreement
attached hereto as Exhibit 1 which is incorporated herein by this reference ("Exhibit"). The
Exhibit outlines the responsibilities of partner agencies that are co-located in the Facilities
regarding comprehensive service delivery and cost sharing of the operation of the Facilities.
IN WITNESS WHEREOF, the parties have hereunder set their signatures on the day and year first
written above.
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
MARICOPA COUNTY: ARIZONA DEPARTMENT OF ECONOMIC
SECURITY
By
Chai)mcin, Board of Supervisors Priecurement Officer Signature
SEP 1 9 2012
Date: Katherine Babonis, Chief Procurement Officer
Printed Name & Title
Date: 41.
THIS AGREEMENT HAS BEEN REVIEWED BY THE
UNDERSIGNED WHO HAVE DETERMINED THAT THIS AGREEMENT IS IN PROPER FORM
AND WITHIN THE POWERS AND AUTHORITY GRANTED TO EACH RESPECTIVE PUBLIC
BODY.
By:
Deputy County Attorney
Date: / Date:
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Exhibit 1
Memorandum of Understanding &
Resources Sharing Agreement
Maricopa Workforce Connections
Workforce Investment Act
One Stop Partner
I. Introduction
Maricopa County - Maricopa Workforce Connections (MWC), exclusive of the City of
Phoenix, is a designated Local Workforce Investment Area (LWIA), under the federal
Workforce Investment Act (WIA) of 1998. As a LWIA, MWC is responsible for
implementation of the provisions of Section 1219(c) (2) of Title I of the Workforce
Investment Act of 1998. MWC operates two comprehensive One Stop Career Centers and is
responsible for the design of a system that promotes collaborative employment & training
strategies reflecting the particular needs of the area's local and regional economies. The
system is built upon a framework of service delivery through comprehensive and affiliate
One-Stop Career Centers and a collaborative network of Organizations. As mandated in WIA
and Department of Labor implementing regulations at 20 CFR 662.300, One Stop Operators
must develop agreements with agencies that are co-located in the One Stop Career Centers.
These agreements are referred to as Memorandum of Understanding and Resource Sharing
Agreements, this addresses service delivery and cost sharing of the operation of the One Stop
Career Centers.
MWC One-Stop Delivery System serves employers, job seekers and those seeking career
advancement in Maricopa County.
MWC provides the listed services below to employers within the service area:
• Recruitment, orientation and referral of qualified job seekers to job vacancies
• Job service and employment information
• Labor market information
• Information regarding the Arizona Job Training Program
• Connection to economic development resources
• Rapid response and plant closure assistance
• Resource referral
WIA has identified organizations in the following areas that provide services/activities that
contribute to a comprehensive One Stop Career Center:
• Adult education and literacy
• Rehabilitation Services
• Social Security
• Older Americans
• Postsecondary Vocational Education
• Trade Act
• Employment & training
• State Unemployment Insurance
• Youth Services
• Veterans Services
• Community based organizations that provide human services.
To ensure these services are of the highest quality and meet the expressed needs of Workforce
customers, the MWC Board has established the following mission, goals and responsibilities
for Workforce Development services:
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Exhibit 1
• Universal Access: All customers, including those with special needs and barriers to
employment, will have access to a core set of services at each access point in the One-
Stop Career Center System, designed to provide information to make career and labor
market decisions. Core and intensive services will be made available at multiple
locations. Training and support services will be accessed through initiating transactions at
these access points.
• Inteerated Services: Delivery of services will be enhanced through the integration of
planning processes, the coordination of activities and services, and the sharing of
information and participant data.
• Individual Choice: Customers will have choices in the mechanisms through which to
access services and in the services themselves, based on their individual needs and
preferences. Customers will have access to a multitude of career, skill, employment and
training information to obtain the services and skills they need to enhance their
employment opportunities.
• Program ChiaHy/Accountability: Design and management of the centers and delivery
of services will be responsive to the needs of customers, and customer satisfaction will be
a key measure of accountability. The Agencies agree to support each other in their
respective provision of services and to facilitate joint provision of services consistent
with the needs of their respective customers, the program goals of the partner
organizations, and laws and regulations governing the programs they operate.
IL Purpose of the Agreement
This Agreement establishes the terms and conditions in which each organization within the
IVIWC One-Stop System, in their efforts is to establish a cooperative working relationship
between all agencies define roles and responsibilities of all interested parties with respect to
implementation of a Comprehensive One-Stop System. This Agreement provides the
framework for the delivery of comprehensive workforce development services to job seekers
and employers of the region. Further, the agreement establishes the Agency's roles and
responsibilities for implementation of the provisions of Section 1219(c)(2) of Title I of the
Workforce Investment Act of 1998.
The establishment of a system of one-stop career centers and access points is designed to
accomplish the following:
• To facilitate the coordination of resources so as to eliminate unwarranted duplication of
services, reduce administrative costs, and enhance participation and performance of
customers served through the system.
• To establish guidelines for creating and maintaining a cooperative working relationship,
to facilitate joint planning and evaluation of services, and to develop more efficient
management of limited financial and human resources.
Geographic Area Covered by the Agreement
Direct Services: Maricopa County exclusive of the City of Phoenix
Collaborative Services: City of Phoenix
IV. One-Stop Center Locations
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t -o 3o

Exhibit 1
Comprehensive One Stop Locations
Gilbert (East Valley)
735 N. Gilbert Road
Gilbert, Arizona 85234
West Valley Career Center
1840 N. 95th Ave, Suite 160
Phoenix, Arizona 85307
Limited Services Locations
Mesa Job Service
163 N. Dobson Road
Mesa, Arizona 85201
Vista del Camino Scottsdale Community Center
7700 E. Roosevelt
Scottsdale, Arizona 85257
V. Cost Sharing
This Agreement establishes the terms for cost sharing for the operation of the One Stop
System. The Agency shall contribute proportionately to the operational costs of the system
(20 CFR §662.270). The Identification of Shared Costs spreadsheet-Exhibit 2 provides budget
information for the operation of the One Stop System.
A. Identification of Operating Budget for One-Stop Delivery System
MWC has developed a cost allocation method for shared costs. The costs consist of direct
costs that are incurred by partners in the provision of customer services through the One-
Stop system.
Direct Costs include:
• Use of Office Space
• Utilities
• Janitorial/maintenance
• Supplies.
• Security
• Communications
• Repairs
• Personnel
• Applicable Taxes
B. Cost Allocation and Resource Sharing Methodology
The shared costs as displayed in the budget document have been combined into a cost
pool for the purposes of cost allocation. This cost pool and the method used for allocation
of pooled costs to the Agency is described below. The application of the methodologies
to pooled costs is explained displayed in Exhibit 2 to this Agreement. The total
proportionate share attributable to each partner is also reflected in Exhibit 2.
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Exhibit 1
Direct Cost Pool — The individual cost of items for the operation of the facilities housing
the Maricopa Workforce Connections One-Stop Career Centers. These costs are allocated
on the basis of square footage occupied by each agency, co-located at the One Stop
Career Centers and a proportionate amount of Common space. Cost allocations are
adjusted yearly for changes in the One Stop Centers agency participation. Projected costs
are estimated and each agency shall pay its fair share.
MWC has some latitude for discretion in determining how to share costs, as long as the
basis used for cost sharing is compatible with the governing provisions of W1A, other
partners' legislation, and the applicable OMB Circulars.
The Agency shall comply with the Federal Cost Principles set forth in the applicable
Office of Management and Budget (OMB) Circulars. The following lists the circulars and
corresponding entities:
• OMB Circular A-21 — Cost Principles for Educational Institutions.
• OMB Circular A-87 — Cost Principles for State, Local and Indian Tribal Govts.
• OMB Circular A-122 — Cost Principles for Nonprofit Organizations.
The cost allocation process that is adopted is fully documented. The structure and
capabilities of the Agency's accounting systems will be considered in designing an
operable cost allocation process. The Agency shall contribute a fair share of the operating
costs based on the use of the one-stop delivery system by individuals attributable to the
Agency. MWC Advisory Board supports the fairness of the negotiated amounts through
the use of cost allocation methods or bases.
The Agency shall provide the resources necessary to fund their proportionate share of the
shared costs as reflected in Exhibit 2. Other agencies that are co-located in the Career
Centers must make monthly payments to Maricopa County representing their fair share
based on square footage used.
All agencies shall provide resources as required to fulfill their proportionate share of
common costs. Costs are anticipated to remain the same throughout the year, and will be
evaluated on a yearly basis. Changes in costs will be adjusted through an amendment.
I. If the Agency fails to receive funding, or appropriations, limitations, or other
expenditure authority at levels sufficient to pay monthly costs for co-location the
Agency has committed to provide, then the Agency shall withdraw from this
Agreement and vacate the premises.
2. Should other agencies agree to enter into License Agreements for co-location in the
One Stop Career Centers and the direct costs distributed among the Agencies is
reduced an amendment will be developed to reduce the cost under this Agreement.
3. The Agencies agree that each will bear a proportionate share of the audit
responsibilities based on their respective dollars contributed.
VI. Supportive Services
The Agency shall coordinate supportive services for customers and their families within the
boundaries of their respective capacities. This will be tracked and accounted for in the case
management process.
VII. Customer Satisfaction
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IEd - 0 (31 1 2.-ci

Exhibit 1
The Agency shall establish an accountability system to measure the success of the One-Stop
system that ensures employers and workforce development participants are highly satisfied
with workforce development services that are provided.
The Agency shall provide MWC with client contact information for the purpose of
conducting customer satisfaction surveys. MWC customer satisfaction surveys will be
conducted semi-annually and the results will be shared and posted within the One-Stop
Centers.
Continuous Improvement
The Agency shall participate and designate a representative to attend the MWC Standing
Partners Committee. The designee will attend Standing Partners Committee meetings in an
effort to improve services. The Agency shall actively participate in any staff meetings
conducted for the purpose of operation of the One Stop System or specific One Stop Career
Centers.
IX. Performance Accountability
The Agency shall provide information on an annual basis about performance goals and the
attainment of those goals. Data will be accumulated by MWC and presented to the MWC
Board during its regularly scheduled meetings for the annual system effectiveness report.
The Agency shall participate in the development of strategic plans for process improvement
and performance goals for the Comprehensive One-Stop System. The shared data will be the
primary source for performance of the Comprehensive One Stop System. Partner is held
accountable for performance of their agencies' scope of work.
The Agency in the One-Stop system shall:
• Submit quarterly activity reports to the Center Coordinators to be presented to the MWC
Board
• Work toward the development of common performance goals and measures that will be
in alignment with the stated goals of the MWC Comprehensive One Stop system
X. Data Access/Data Sharing
Records of common clients who receive services funded through Wagner-Peyser, Title 1B or
other USDOL-funded employment programs, who also receive services from a co-located
agency, will be maintained in a workforce case management and reporting system provided
by the Department of Economic Security.
Agencies who wish to obtain access to workforce case management and reporting system
may do so under the terms and conditions of this Agreement if the following conditions are
met:
A. The Agency is responsible for all costs associated with data access (e.g. hardware and
software, phone lines, monthly connection charges, fees for usage).
13. The Agency agrees to adhere to state and local policies governing confidentiality, data
usage, and standards for data entry.
All Agency staff members who require access will follow the security access procedures
established by the Department of Economic Security and sign the appropriate data access
forms prior to receiving access.
Page 16 of 23
be13-0;0129

Exhibit I
XL Disabilities Services
Pursuant to 29 CFR Part 37.7 through 37.10, the Agency shall assure that the following is
provided, to the extent possible, in the One-Stop delivery system.
A. One-Stop center facilities that are programmatically and architecturally accessible;
B. Agency access for individuals with disabilities
C. Reasonable accommodations for individuals with disabilities
XII. Referral Process/Methods Between Organizations
The Agency shall provide value-added referrals to customers for additional services with
other agencies co-located in the MWC One Stop Career Centers, when customers are deemed
in need of additional services.
A. Referral Point of Contact
The Agency shall provide a referral point of contact including name, title, and associated
phone number, e-mail address for the referral point. The Agency shall provide contact
information within two weeks of receiving the fully executed agreement. The Agency
shall keep this information current and provide updates as necessary. The individual
making the referral appointments shall conduct follow-up with the customer within three
working days of the scheduled appointment date to ensure continuity of service.
B. Co-enrollment
Customers may be co-enrolled in multiple Agency programs within the One Stop system,
whenever appropriate and as eligibility and other program regulations allow. The Agency
shall ensure customers are provided comprehensive services. The objective of co-
enrollment is to broaden the service options for customers and to respond to unmet
training, supportive service, and placement support needs. Furthermore, co-enrollment
allows the Agency to share credit for performance outcomes.
The Agency shall:
• Review and revise enrollment procedures to facilitate co-enrollment whenever
possible and appropriate.
• Cross-train agency staff in enrollment procedures and requirements to facilitate co-
enrollment as needed.
• Obtain consent from customer to share information with other agencies co-located in
the MWC One Stop system.
• Share customer information (including eligibility and assessment information and
employability/service plans) to minimize customers' need to have to provide similar
or identical information to more than one agency within the Comprehensive One
Stop System.
C. Appointment Scheduling
The Agency shall coordinate appointment scheduling activities to facilitate customer flow
and service among the co-located agencies.
D. Capacity Building
The Agency shall establish a high level of professional standards related to One-Stop
staff competencies and protocols, as well as a professional environment for customers of
the affiliate agencies. In order for the "universal" customer to receive seamless services in
Page 17 of 23
CY4o 19

Exhibit 1
a true One-Stop environment it is imperative that all agencies in the system understand
each organization, their services and their goals. The Agency shall provide training to the
other agencies in the One Stop system. The Agency shall attend training provided by
other organizations within the One Stop system.
It is understood all organizations participating in the Comprehensive One Stop system
need to achieve specific program goals and that by supporting each other through training
and team work, the One Stop System will result in increased goal achievement by all of
the Agencies. As with all aspects of joint planning, capacity building efforts shall be
examined in the context of adaptability to needed change, customer service and
continuous improvement, The Agency shall work continuously to ensure collaboration
with State and regional efforts to provide service delivery in response to identified
capacity building needs.
E. Marketing and Outreach
The Agency shall contribute to marketing strategies by informing job seekers, employed
individuals, employers, and the community at large about the services available through
the local One-Stop system.
The following resources are or may become available to enhance joint marketing efforts:
• Web site development
• Public educationlinformation
• One Stop brochures/flyers
• Television or radio
• Newspapers
F. Confidentiality
Each Party to this Agreement warrants that it shall comply with the provisions of the
Workforce Investment Act and other applicable federal and state laws and regulations
including but limited to those relating to confidentiality of customer records. The Agency
shall share customer information only for the benefit and with the expressed and
informed consent of the participant and, if applicable, the customer's parent or guardian,
except as otherwise required by law.
G. Dispute Resolution Process
This section applies to the any disputes that may arise in the delivery of services in the
Maricopa Workforce Connections Comprehensive One Stop Career Centers. Except as may
otherwise be provided for in this Agreement, any dispute arising between the Agencies co-
located in the One Stop Career Centers shall be addressed by MWC One Stop Career
Centers Administrator.
One Stop agencies will function by consensus. In instances where consensus cannot be
reached at the lowest level and the functioning of the One Stop system is impaired, those
one-stop agencies who are parties to the dispute shall submit to the following dispute
resolution (complaint) procedures:
• If the Agencies are unable to resolve a dispute to the satisfaction of the members who
are parties to the dispute, the complaint shall be submitted in writing to MWC
Assistant Director within 15 days of the initial dispute.
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Exhibit 1
• MWC Assistant Director will evaluate the merits of the dispute and may attempt to
resolve the dispute through mediation.
• If the MWC Assistant Director is unable to resolve the dispute, issue shall be referred
to the MWC Board Executive Committee. The Committee shall evaluate the merits
of the dispute and may attempt to resolve the dispute through mediation. However, in
all cases, the Executive Committee shall prepare a response to the complaint within
30 days.
• The decision of the Executive Committee shall be final and binding on all parties to
the dispute.
XIII. Assurances and Certifications
The Agency accepts the assurances and certifications identified in this section. By signing this
Agreement, the Agency agrees to the provisions contained in each of the documents identified
below and incorporated by reference into this agreement.
A. Assurances - Non-Construction Programs
B. Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier
Transaction
C. Certifications Regarding Lobbying, Debarment, Suspension, Drug-Free Workplace
D. Certification of Release of Information
E. Nondiscrimination of Equal Opportunity Requirements of WIA
Specifically during the performance of this Agreement, the Agency shall not discriminate
against any person because of race, color, religion, sex, national origin, ancestry, physical or
mental disability, medical condition, marital status or sexual orientation. The Agency shall
abide by the provisions of Executive Order 11246 on nondiscrimination and, accordingly, will
take affirmative action to ensure that applicants are employed without regard to their race,
color, religion, sex, disability or national origin.
Nothing herein shall be construed as obligating the Agency to expend funds or be construed
as involving the Agency in any contract or other obligation for the future payment of money
in excess of appropriations authorized by law and administratively allocated for these
purposes. This Agreement in no way restricts any of the Parties from participating in similar
activities or arrangements with other public or private agencies, organizations, or individuals.
Page 19 of 23

Exhibit 2
Facility 1 West Valley One Stop Career Center
Operating Costs Annualized 2012
Program Costs Monthly Costs Yearly Costs
Center Rent 61,528 738,330
Printer/Copier 1,490 17,882
Security 4,136 49,632
Janitorial 1,652 19,829
Utilities 7,670 92,044
Repairs & Maint. 2,528 30,337
Total 79,004 948,054
Proportional Cost Allocated by Sq Ft
Annualized
Facility Sq Ft. 32,710 Costs
Share Sq Ft 2012-2013
WDD 26.3% 8,616 249,723
Partners 8.9% 2,912 84,400
Common 68.8% 21,182 613,931
Total 948,054
Directly Occupied Space 11,528 Sq Ft.
Annualized
Partner Sq Ft Costs
WDD 26.3% 8,616 249,723
Partners 8.9% 2,912 84,400
Total 334,123
Proportional Share Common 21,182 Sq Ft.
Annualized
Partner Percentage Costs
WDD 74.7% 15,831 458,851
Partners 25.3% 5,351 155,080
Total 613,931
Total Space Cost Sharing
WDD 708,574
Partners 239,480
Total 948,054
Page 20 of 23
-() - 0 I 2_1

Exhibit 2
Facility 2 East Valley One Stop Career Center
Operating Costs Annualized 2012
Program Costs Monthly Costs Yearly Costs
Center Rent 25,760 309,123
Printer/Copier 1,260 15,122
Security 4,136 49,632
Janitorial 1,452 17,419
Utilities 7,061 84,730
Repairs & Maint. 1,347 16,167
Total 41,016 492,193
Proportional Cost Allocated by Sq Ft
Annualized
Facility Sq Ft. 23,535 Costs
Share Sq Ft 2012-2013
WDD 51.1% 12,020 251,377
Partners 10.7% 2,520 52,701
Common 38.2% 8,995 188,115
Total 492,193
Directly Occupied Space 14,540 Sq Ft.
Annualized
Partner Sq Ft Costs
WDD 82.7% 12,020 251,377
Partners 17.3% 2,520 52,701
Total 304,078
Proportional Share Common 8,995 Sq Ft.
Annualized
Partner Percentage Costs
WDD 82.7% 7,436 155,511
Partners 17.3% 1,559 32,603
Total 188,115
Total Space Cost Sharing
WDD 406,889
Partners 85,304
Total 492,193
Page 21 of 23
be 1 -6w;ti 2 9

Exhibit 2
DES Allocated Space and Costs - Facility 1
Job Service
2 Offices Each 136 272 Sq ft
11 Cubicles Each 64 704 Sq ft
1 Orientation Rm 391 390 Sq ft
1 File room 80 80 Sq ft
2 Printer areas Each 64 128 Sq ft
Space Total 1,574 Sq ft
Space Costs 45,620
Common Cost 83,824
Annual Costs 129,445
Monthly Costs 10,787
Vets
3 Cubicles Each 64 192 Sq ft
Space Costs 5,565
Common Cost 10,225
Annual Costs 15,790
Monthly Costs 1,316
Voc Rehab
1 Cubicle 64 64 Sq ft
Space Costs 1,855
Common Cost 3,408
Annual Costs 5,263
Monthly Costs 439
JOBS (Maximus)
1 Office 108 108 Sq ft
5 Cubicles Each 64 320 Sq ft
Total 428 Sq ft
Space Costs 12,173
Common Cost 22,367
Annual Costs 34,540
Monthly Costs 2,878
Directly Occupied 2,258 Sq ft
Common Space 4,145 Sq ft
Facility 1 Totals Annual Direct Cost 65,213
Annual Common Cost 119,825
Total Annual Cost 185,038
Monthly Cost 15,420
Page 22 of 23
1 3 - 0 7--,n1

Exhibit 2
DES Allocated Space and Costs - Facility 2
Job Service
1 Cubicle 105 105 Sq ft
t Cubicle 85 85 Sq ft
Total 190 Sq ft
Space Costs 3,973
Common Cost 2,458
Annual Costs 6,432
Monthly Costs 636
RSA
1 Office 121 121 Sq ft
Space Costs 2,530
Common Cost 1,566
Annual Costs 4,096
Monthly Costs 341
Vets
1 Cubicle 85 85 Sq ft
Space Costs 1,778
Common Cost 1,100
Annual Costs 2877
Monthly Costs 240
Computer Rm 26 26 Sq ft
Space Costs 544
Common Cost 336
Annual Costs 880
Monthly Costs 73
Directly Occupied 422 Sq ft
Common Space 261 Sq ft
Total 483 Sq ft
Facility 2 Totals Annual Direct Cost 8,825
Annual Common Cost 5,460
Total Annual Cost 14,285
Monthly Cost 1,190
Page 23 of 23