BOEING AGREEMENT FINAL.PDF

CONTRACT AGREEMENT
FOR
EMPLOYED WORKER TRAINING PROGRAM
BETWEEN
MARICOPA COUNTY
ADMINISTERED BY ITS
HUMAN SERVICES DEPARTMENT
AND
THE BOEING COMPANY
Contract No: C-22--)3-nqz-F-06
Contract Amount: not to exceed $11,000
Contract Start Date: March 13, 2013
Contract Termination Date: September 14, 2013
Funding sources for the Agreement are:
CFDA #: 17.258 WIA Adult Program
This agreement is entered into by and between The Boeing Company (hereinafter referred to as the
"Contractor"), and Maricopa County (hereinafter referred to as the "County"), administered by its Human
Services Department, Workforce Development Division - Maricopa Workforce Connections (hereinafter
referred to as the "Department" or "MWC"). The Contractor, County and Department are collectively
referred to herein as the "Parties" and individually as a "Party."
The Contractor, for and in consideration of the covenants and conditions set forth in this agreement, shall
provide and perform the services set forth herein. All rights and obligations of the Parties shall be
governed by the terms of this agreement, its exhibits, attachments, and appendices, including any
Subcontracts, Amendments, or Change Orders as set forth herein and in:
Section 1 General Provisions
Section II Special Provisions
Section III Work Statement
Section IV Compensation
Section V Attachments
Contact Representative: Keith Kepler, Manufacturing and Quality Training, Southwest
Address: 5000 E. McDowell Rd, Mesa AZ 85205
Phone: 425-93 1-743 0
E-Mail: keith.j.kepler@boeing.com
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Contact Representative: Patricia Wallace, Assistant Director,
Maricopa County Human Services Department
Workforce Development Division
Address: 234 North Central Avenue, Suite 3000
Phoenix, Arizona 85004
Phone: 602-506-5911
E-Mail: WALLACEP001@mail.maricopa.gov
Notice 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 Parties. No other understanding,
oral or otherwise, regarding the subject matter of this agreement shall be deemed to exist or to bind any
Party hereto. Nothing in this agreement shall be construed as consent to any lawsuit or waiver of any
defense in a lawsuit brought against the State of Arizona, County, or the Contractor in any State or federal
court.
IN WITNESS THEREOF, the Parties have signed this agreement:
APPROVED BY: APPROVED BY:
CONTRACTOR MARICOPA COUNTY
DaYn. Hyams Andy Kunasek
Manager of Contrac d Pricing Apache Chairman, Board of Supervisors
Production
Date: )„0 Date: MAR 2 2 2013
Fn McCarroll, Clerk of the Board °31313
IN ACCORDANCE WITH A.R.S.§§ 11-201 AND 11-251, THIS AGREEMENT HAS BEEN
REVIEWED BY THE UNDERSIGNED ATTORNEY(S) WHO HAVE DETERMINED THAT THIS
AGREEMENT IS IN PROPER FORM AND WITHIN THE POWER AND AUTHORITY GRANTED
UNDER THE LAWS OF THE STATE OF ARIZONA.
APPROVED AS TO FORM: APPROVED AS TO FORM:
BY: BY:
Atjomey'for thei,,actor Maricopa County Deputy County Attorney
Date: Date: /ti 3
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SECTION I
GENERAL PROVISIONS
Maricopa County
Human Services Department
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Section 1 GENERAL PROVISIONS
A. 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.
B. DEFINITIONS
As used throughout this agreement, the following terms shall have the following meanings:
Agreement means this Contract for Services Agreement between Maricopa County,
administered by its Human Services Department, and the Contractor.
2. Assistant Director means the Director of the Workforce Development Division within the
Human Services Department.
3. Board of Supervisors means the Maricopa County Board of Supervisors.
4. Contract Administrator means the person administering this agreement on behalf of the
Department.
5. Contractor means the person, firm or organization listed on the Cover Page of this
agreement.
6. Contract Specialist means the liaison between the Department and the Contractor that is
responsible for contract monitoring and technical assistance.
7. County means Maricopa County, a political subdivision of the State of Arizona.
8. Department means the Marieopa County Human Services Department.
9. Director means the Director of the Marieopa County Human Services Department.
10. Division means a section of the Human Services Department.
11. Fidelity Bond means a bond to indemnify the Contractor against losses resulting from
fraud or lack of integrity, honesty or fidelity of one or more employees, officers or other
persons holding a position of trust.
12. Payment Bond means a bond executed to assure payment as required by law of all persons
performing work or providing materials in the execution of work provided in this
agreement.
13. Performance Bond means a bond executed to secure fulfillment of all of the Contractor's
obligations under this agreement.
14. Program Manager means the Assistant Director of the Workforce Development Division.
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Section I GENERAL PROVISIONS
15. Provider means any Contractor and/or Subcontractor providing services required by this
agreement.
16. Public Agency has the meaning prescribed by A.R.S. § 11-951.
17. Subcontract means any contract entered into by a Contractor with a third party for
performance of any of the work or provision of any of the services covered by this
agreement.
18. Subcontractor means an entity funded through the Contractor to provide services required
by the Work Statement. A subcontract must be approved in writing by the Contract
Administrator
19. Subrecipient means the Contractor when the County is the recipient of grant funds.
20. Work Statement means Section III of this agreement that describes the services to be
delivered under this agreement.
C. 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. Contractor shall not make any payments, either directly or indirectly, to any person,
partnership, corporation, trust or other organization that has a substantial interest in
Contractor's organization or with which Contractor (or one of its directors, officers, owners,
trust certificate holders or a relative thereof) has a substantial interest, unless Contractor has
made full written disclosure of the proposed payments to the Department and has received
written approval therefore.
5. For purposes of this provision, the terms "substantial interest" and "relative" shall have the
meanings prescribed by A.R.S. § 38-502.
D. AMENDMENTS
All amendments to this agreement shall be in writing and signed by authorized signer for both
Parties.
E. ASSIGNMENT AND SUBCONTRACTING
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Section 1 GENERAL PROVISIONS
No right, liability, obligation or duty under this agreement may be assigned, delegated or
subcontracted, in whole or in part, without the prior written approval of the Contract Administrator.
Contractor shall bear all liability under this agreement, even if it is assigned, delegated, or
subcontracted, in whole or in part, unless the Department agrees otherwise.
F. 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 Department for disbursement. The Director shall be the sole
authority in determining the availability of funds under this agreement and the Department
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 Board of Supervisors 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 of any suspension, amendment, or termination under this section at least ten
(10) calendar days in advance.
G. BUDGET ADJUSTMENTS
Any requests for reasonable budget adjustments must be submitted ninety (90) days prior to the
expiration of this agreement. Requests for adjustments to this agreement must be supported by
appropriate documentation. If the County agrees to the budget adjustments, the County shall follow
section D of this agreement to amend this agreement.
H. DISPUTES
1. Except as may otherwise be provided for in this agreement, any dispute arising out of this
agreement that is not resolved between the Parties within a reasonable period of time,
which shall not exceed one hundred twenty (120) days, shall be submitted in accordance
with the following dispute resolution process.
2. Notice of the specific grounds of a dispute shall be in writing and filed with the Contract
Administrator, if one has been appointed, or, if not, with the County Procurement Officer
within ten (10) working days from the date Contractor knew or should have known of the
basis of the dispute. The Contract Administrator or County Procurement Officer, as
applicable, shall respond in writing to Contractor within fourteen (14) working days. The
decision of the Contract Administrator or County Procurement Officer shall be final and
conclusive unless, within seven (7) working days from the date Contractor is served with
the decision, Contractor files a written notice of appeal with the Director of the Materials
Management Department of the County, who shall provide Contractor with a written
response within fourteen (14) working days following receipt of Contractor's notice of
appeal. The decision of the Director of the Materials Management Department shall be
fmal and not appealable.
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Section 1 GENERAL PROVISIONS
3. Pending a final decision of the Director of the Materials Management Department, the
Contractor shall proceed diligently with its performance of this agreement in accordance
with the Contract Administrator or County Procurement Officer's decision.
I. DEFAULT
This agreement may be immediately terminated by the County if Contractor fails to perform any
objective or breaches any obligation under this agreement, or any event occurs that jeopardizes
Contractor's ability to perform any of its obligations under this agreement. The County reserves the
right to have service provided by persons other than Contractor if Contractor is unable or fails to
provide required services with the specified time frame.
J. TERMINATION
1. This agreement is subject to cancellation by the County in accordance with the provisions
of A.R.S. § 38-511.
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.
K. 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.
L. STRICT COMPLIANCE
The Department's acceptance of 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.
M. NON-LIABILITY
The County, its officers, representatives, agents and employees shall not be liable for any act or
omission by Contractor, or any Subcontractor or any officer, representative, agent, or employee of
the Contractor or any Subcontractor that relates to this agreement, and shall not be liable for any
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Section 1 GENERAL PROVISIONS
purchases or contracts made by Contractor, any Subcontractor, or any officer, representative, agent,
or employee of Contractor or any Subcontractor, in connection with this agreement.
N. RECIPROCAL INDEMNIFICATION
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 result in vicarious liability to the lndemnitee, are caused
by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials,
agents, employees, or volunteers.
0. TECHNICAL ASSISTANCE
The Department shall provide reasonable technical assistance to Contractor to assist Contractor in
complying with State 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 Contractor of full liability, responsibility and
accountability for its actions and performance to comply with the terms of this agreement.
P. SINGLE AUDIT ACT REQUIREMENTS
Contractors 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 OMB Circular A-133. 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. Contractor shall take corrective actions
within six (6) months of the date of receipt of the reports. The Department shall consider sanctions
as described in OMB Circular A-133 if Contractor does not comply with the audit requirements.
Q. 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.
R. STAFF AND VOLUNTEER TRAINING
The Department may make available to Contractor the opportunity to participate in any applicable
training activities conducted by the Department.
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Section 1 GENERAL PROVISIONS
S. CLEAN AIR ACT
If the total face value of this agreement exceeds $100,000, Contractor shall comply with all
regulations, standards and orders issued pursuant to the Clean Air Act of 1970, as amended (42
U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of performance under this
agreement.
T. 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, the
Contractor shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying
Activities," in accordance with its instructions and 31 U.S.C. § 1352.
U. RELIGIOUS ACTIVITIES
Contractor warrants that none of its costs and none of the costs incurred by any of its Subcontractors
will include any expense for any religious activity.
V. POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property or services contributed by the County or 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.
W. 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
contingent fee. For breach or violation of this warranty, the County may immediately terminate this
agreement without liability.
X. SAFEGUARDING OF PARTICIPANT INFORMATION
Except with respect to Contractor's employees, the use or disclosure by Contractor of any
information concerning an applicant for, or recipient of, services under this agreement is directly
limited to the conduct of this agreement. Contractor and its agents shall safeguard the
confidentiality of this information, just as Contractor would safeguard its own confidential
information.
Y. RIGHTS IN DATA
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Section I GENERAL PROVISIONS
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.
Z. COPYRIGHTS
If this agreement results in a book or other written material, the author is free to copyright the work,
but the County reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce,
publish, and otherwise use and to authorize others to use, all copyrighted material and all material
that may be copyrighted as a result of this agreement.
AA. PATENTS
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 Department 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.
BB. CONTRACT COMPLIANCE MONITORING
The Department shall monitor Contractor's compliance with, and performance under, the terms of
this agreement. On-site visits for compliance monitoring may be made by the Department and/or its
grantor agencies at any time during Contractor's normal business hours, announced or
unannounced. During an on-site visit, Contractor shall make all of its records and accounts related
to work performed and services provided under this agreement available to the Department for
inspection and copying.
CC. CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
1. Contractor shall, during the term of this agreement, immediately inform the Contract
Administrator in writing of the award of any other agreement or grant, including any other
agreement or grant awarded by the County, where the award may affect either the direct or
indirect costs being paid or reimbursed under this agreement. Contractor's failure to notify
the Department of any such agreement shall be a breach of this agreement and the County
may immediately terminate this agreement without liability.
2. The Contract Administrator may request, and Contractor shall provide within a reasonable
time, which shall not exceed ten (10) working days, a copy of all such other agreements or
grants, when, in the opinion of the Contract Administrator, the award of the agreement or
grant may affect the costs being paid or reimbursed under this agreement.
3. If the Contract Administrator determines that the award to Contractor of such other
agreement or grant has affected the costs being paid or reimbursed under this agreement,
the Contract Administrator shall prepare an amendment to this agreement effecting a cost
adjustment. If the Contractor disputes the proposed cost adjustment, the dispute shall be
resolved pursuant to the "Disputes" section of this agreement.
DD. MINIMUM WAGE REQUIREMENTS
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Section 1 GENERAL PROVISIONS
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.).
EE. RECOGNITION OF DEPARTMENT SUPPORT
Contractor shall give recognition to the Department, the County, and the funding source for their
support when the Contractor publishes materials or releases public information that is paid for in
whole or in part with funds received by Contractor under this agreement.
FF. INSURANCE
Contractor shall have in effect at all times during the term of this agreement insurance that is
adequate to protect the County, its officers and employees, participants, and equipment funded
under this agreement against the losses set forth below. Contractor shall name the County as an
additional insured party. Contractor shall provide the Department with documentation of insurance
coverage by furnishing the Contract Administrator a certificate of insurance or a certified copy of
the insurance policy or other documentation that is required by the Contract Administrator.
1. The following types and amounts of insurance are required as minimum:
a. Workers' Compensation according to statutory limits.
b. Unemployment Insurance as required by Arizona Law.
c. Public Liability, Bodily Injury, and Property Damage;
1) General Liability, each occurrence, $1,000,000
2) Property Damage $1,000,000; or
3) Combined single limit, each occurrence, $1,000,000 minimum.
d. Automobile and Truck Liability, Bodily Injury, and Property Damages:
1) General Liability, each occurrence, $1,000,000
2) Property Damage $1,000,000; or
3) Combined single limit, each occurrence, $1,000,000 minimum.
e. Standard minimum deductible amounts are allowable. Any deductible amounts are the
responsibility of the Contractor and reimbursement, if any, under this agreement are
subject to regulatory provisions of the funding source(s) of this agreement.
f. Property or equipment purchased or furnished through funds provided under this
agreement shall be fully insured for the purchase or replacement cost of such property
or equipment.
2. 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
$1,000,000 each occurrence and provide the Department with proof of coverage.
GG. BONDING
1. Contractor shall not receive any initial reimbursements under this agreement in an amount
greater than the Contractor's bonding limit. Contractor shall provide the Contract
Administrator with documentation of required bonding.
2. Contractor shall have fidelity bonding of not less than the maximum amount of cash on
hand or an amount equal to the initial reimbursement, whichever is greater.
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Section 1 GENERAL PROVISIONS
3. Bonding requirements shall prevail throughout the term of this agreement.
RH. GRIEVANCE PROCEDURE
Except for Contractor's own employees, 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 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.
NONDISCRIMINATION
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. Contractor shall include this clause in all of its
Subcontracts related to this agreement.
JJ. EQUAL EMPLOYMENT OPPORTUNITY
Contractor shall not discriminate against any employee or applicant for employment because of
race, age, disability, color, religion, sex or national origin. 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 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. 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 Arizona Executive Order 2009-09,
which mandates that all persons shall have equal access to employment opportunities.
KK. FINANCIAL MANAGEMENT
Contractor shall establish and maintain a separate, interest-bearing bank account for money
provided under this agreement, or shall establish an accounting system that assures the safeguarding
and accountability of all money and assets provided under this agreement. No part of the money
deposited in the bank account shall be commingled with other funds or money belonging to
Contractor. All interest earned on the account shall be disbursed in a manner specified by the
County in accordance with applicable State and federal regulations. Contractor shall provide a
signed bank account agreement authorizing the County to obtain information about the account. If
an accounting system is used, it shall be in accordance with generally accepted accounting
principles.
LL. RETENTION OF RECORDS
1. This provision applies to all financial and programmatic records, supporting documents,
statistical records and other records of Contractor that relate to this agreement.
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Section 1 GENERAL PROVISIONS
2. Contractor shall retain all records related to this agreement for six (6) years after final
payment or until after the resolution of any audit questions, which could be more than six
(6) years, whichever is longer. The Department, federal and State auditors, and any other
persons duly authorized by the Department shall have full access to and the right to
examine any and all of the records.
MNI. ADEQUACY OF RECORDS
If Contractor's books, records and other documents related to this agreement are not sufficient to
support and document that allowable services were provided to eligible participants, Contractor
shall reimburse the County for the services not supported and documented.
NN. COMPETITIVE BID REQUIREMENTS
1. Equipment
If this agreement is with other than a Public Agency, Contractor shall obtain all 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.
00. PROPERTY
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Section I GENERAL PROVISIONS
Any property furnished or purchased pursuant to the terms of 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.
PP. IMMIGRATION REFORM AND CONTROL COMPLIANCE
Contractor understands and acknowledges that the Immigration Reform and Control Act of 1986
(Pub. L. No.99-603) ("IRCA") applies to this agreement. Contractor shall comply with the IRCA in
performing under this agreement and shall grant the County access to inspect its personnel records
to verify such compliance.
QQ. DRUG FREE WORKPLACE ACT
Contractor shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.),
which requires that contractors and grantees of federal funds must certify that they will provide
drug-free workplaces. This certification is a precondition to receiving a grant or entering into this
agreement.
RR. GOVERNOR'S EXECUTIVE ORDER NO. 88 -26
Contractor shall use the Arizona Taxonomy of Human Services for reporting and contracting
purposes.
SS. EMPLOYMENT DISCLAIMER
This agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint
venture agreement, partnership, or other 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.
The Parties agree that no individual performing under this agreement on behalf of 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. 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 Contractor shall indemnify, defend and hold harmless the County with respect
thereto.
TT. 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. 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:
Maricopa County Human Services Department/Work Experience Page 14 of 39

Section 1 GENERAL PROVISIONS
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 Start Date of this agreement, 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 the commission of any of the offenses enumerated in
subparagraph 2 above;
4. Have not, within a three-year period preceding this Start Date of this agreement, had one or
more public transactions (federal, State, or local) terminated for cause or default;
5. Shall immediately notify the Department if, at any time during the term of this agreement,
it is debarred, suspended, declared ineligible, or voluntarily excluded from participation.
The Department may pursue available remedies in the event of such occurrence, including
immediate termination of this agreement without liability; 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 Department may pursue available remedies in the event of such
occurrence, including immediate termination of this agreement without liability.
Contractor shall include, without modification, the language of this Certification, in all agreements
with all 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.
Should the Contractor is not able to provide this Certification, an explanation as to why shall be
immediately provided to the Department, Attention: Patrick Burkhart, at the address set forth on the
Cover Page of this agreement.
UU. VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES
§ 23-214 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS
By entering into this agreement, Contractor represents and warrants that it is in compliance with the
Immigration and Nationality Act (8 U.S.C. §§ 1101, et seq.) and all other federal and State
immigration laws and regulations related to the immigration status of its employees. These
representations and warranties shall remain in effect throughout the term of this
agreement. Contractor shall also maintain Employment Eligibility Verification forms (1-9), as
required by the U.S. Department of Labor's Immigration Reform and Control Act of 1986 (Pub. L.
No. 99-603), for all employees performing work under this agreement. 1-9 forms are available for
download at USCIS.GOV .
Contractor warrants that it is in compliance with A.R.S. § 41-4401 (e-verify requirements) and
further represents:
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Section I GENERAL PROVISIONS
1. That Contractor warrants their compliance with all federal immigration laws and
regulations that relate to their employees and their compliance with A.R.S. § 23-214;
2. That breach of the warranty under subparagraph 1 above shall be deemed a material breach
of this agreement and the County may immediately terminate this agreement without
liability; and
3. That the County and any contracting government entity retains the legal right to inspect the
papers and employment records of any Contractor employee who works under this
agreement to ensure that the Contractor is complying with the warranty provided under
subsection 1 above, and that Contractor agrees to make all papers and employment records
of said employee(s) available to the County during normal working hours in order to
facilitate such an inspection.
VV. CONTRACTOR COMPLIANCE WITH A.R.S. §§ 35-391.06 AND 35-393.06
(SCRUTINIZED BUSINESS RELATIONS WITH SUDAN Al%1D IRAN):
By entering into this agreement, the Contractor certifies that it does not have scrutinized business
operations in Sudan or Iran. These certifications shall remain in effect through the term of this
agreement.
The County may request verification of compliance from any Contractor performing work under
this agreement. If the County suspects or determines that the Contractor is not in compliance, the
County may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, immediate termination of this agreement for default, and the suspension and/or debarment
of Contractor. All costs necessary to verify compliance are the responsibility of Contractor.
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SECTION II
SPECIAL PROVISIONS
Maricopa County
Human Services

Section 11 SPECIAL PROVISIONS
A. 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 Provision 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 then the
Compensation Provisions shall control. Nothing herein shall operate to increase the funding
amount without an Amendment.
B. DEFINITIONS
This area intentionally left blank.
C. GENERAL PROVISIONS
Delete the following paragraphs from Section I, General Provisions
G. BUDGET ADJUSTMENTS
H. DISPUTES
I. DEFAULT
N. RECIPROCAL INDEMNIFICATION
P. SINGLE AUDIT ACT REQUIREMENTS
Q. AUDIT DISALLOWANCES
S. CLEAN AIR ACT
Z. COPYRIGHTS
FF. INSURANCE
GG. BONDING
HH. GRIEVANCE PROCEDURE
KK. FINANCIAL MANAGEMENT
JJ. EQUAL EMPLOYMENT OPPORTUNITY
LL. RETENTION OF RECORDS
00. PROPERTY
RR. GOVERNOR'S EXECUTIVE ORDER NO. 88-26
D. PURPOSE
The purpose of this agreement is to establish an agreement where eligible Workforce Investment
Act participants will receive training while employed by the Contractor as outlined in the Work
Statement.
E. STANDARDS
The Contractor shall perform the work and provide the services as identified in the Work
Statement and shall immediately notify the Contract Administrator 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.
F. CHANGES
1. The Assistant Director may, at any time, by written order, make changes within the
general scope of this agreement in any one of more of the following areas:
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Section 11 SPECIAL PROVISIONS
a. Work Statement activities reflecting changes in funding source or Department
regulations, policies and requirements.
b. Reallocation of budget line item amounts in accordance with funding sources or
Department regulations, policies, and requirements, or whenever any budget line
item increases or decreases by a factor of 10% during the term of this agreement.
Such Change Orders may be issued quarterly for changes incurred during this
period.
c. Administrative requirements such as reporting format quality, and/or quantity, as
required by the funding source or Department regulatory requirements.
2. Such Change Orders will not serve to increase or decrease the Operating Budget 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.
3. Any dispute or disagreement caused by such written order shall constitute a "dispute"
within the meaning of the Dispute Clause of this agreement and shall be administered
accordingly.
G. ASSURANCES/PROVISIONS SPECIFIC TO EMPLOYED WORKER TRAINING
PROGRAM
I. The training must relate to:
a. Introduction of new technologies;
b. Introduction of new production or service procedures;
c. Upgrade to new jobs that requires additional skills;
d. Training that results in self sufficiency of participants;
e. Training results in transferable skills within industry and/or other growing
industries;
f. Training curriculum is determined to be in demand by local Labor Market data;
and
g. Occupations are determined to be in growth or demand by local Labor Market
data.
2. Training programs that are not supported under this agreement:
a. New employee orientation;
b. Training that is proprietary to a specific company unless skills are determined to
be transferable to other businesses or industries;
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Section 11 SPECIAL PROVISIONS
C. Training that relates to human resource functions such as diversity, sexual
harassment and employment terminations or training required by labor laws:
i. new employee orientation;
ii. OSHA training;
iii. Soft skills training; and
iv. English as a second language or Spanish as a second language.
d. Training for seasonal, temporary or intermittent employment;
e. Participants shall not displace any current employed employee;
f. Training activities that impair an existing contract for services or collective
bargaining agreement;
g. Training that is propitiatory to specific company unless skills are determined
transferable.
H. NOTICES
1. All notices to the Contractor regarding this agreement shall be sent to the following
address:
2. All notices to the Department regarding this agreement shall be sent to the following
address:
Maricopa County
Diana Shepherd Program Administrative Manager Supervisor
Workforce Development Division
243 N. Central Ave, Suite 3000
Phoenix, AZ 85004
shepherdd@mail.maricopa.gov
3. The Contractor shall give written notice to the Department of any changes to the
following, and a written Amendment to the contract shall not be necessary:
a. Change of address of business office.
b. Change of telephone number.
c. Change in authorized signatory or his/her designee.
d. Change in the name and/or address of the person to whom notices are to be sent.
I. AMENDMENTS
No part of this agreement shall be waived or altered except by a formal written amendment signed
by both parties. The Contractor shall notify the Department of any changes that significantly affect
either programmatic or financial provisions of this agreement as set forth in the Work Statement.
J. DUNS NUMBER AND CENTRAL CONTRACTOR REGISTRATION
All entities that receive federal funds must obtain a DUNS number, for more details visit:
http://www.nea.gov/grants/apply/DUNSItml . Contractor must also be registered and remain
current with the Central Contractor Registration (CCR) (www.ccr.gov ) a database of basic
Maricopa County Human Services Department/Work Experience Page 20 of 39

Section 11 SPECIAL PROVISIONS
business information for contractors that want to do business with the federal government. All
Contractors and Subcontractors performing work under this agreement shall obtain an Agency
DUNS number and be registered and current with the CCR database.
As a recipient of federal funds, Maricopa County is required to provide Contractors with
information regarding the Employers' Identification Number (EIN) 86-6000472 and DUNS
number assigned to Maricopa County: # 077535144.
K. FAIR LABOR STANDARDS ACT
Contractor will be subject to the requirements of the Fair Labor Standards Act (FSLA), in
addition to State and local minimum wage and overtime provisions.
L. EQUAL EMPLOYMENT OPPORTUNITY
As a condition to the award of financial assistance from the Department of Labor under Title I of
WIA, the Contractor assures that it will comply fully with the nondiscrimination and equal
opportunity provisions of the following laws:
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 [-financially assisted program or activity;
Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the
bases of race, color and national origin; Section 504 of the Rehabilitation Act of 1973, as
amended, which prohibits discrimination against qualified individuals with disabilities; The Age
Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; and
Title LX of the Education Amendments of 1972, as amended, which prohibits discrimination on
the basis of sex in educational programs.
The Contractor also assures that it will comply with 29 CFR part 37 and all other regulations
implementing the laws listed above. This assurance applies to the grant applicant's operation of
the WIA Title I-financially assisted program or activity, and to all agreements the grant applicant
makes to carry out the WIA Title I-financially assisted program or activity. The grant applicant
understands that the United States has the right to seek judicial enforcement of this assurance.
The Contractor shall comply with E.O. 11246, Equal Employment Opportunity, as amended by
E.O. 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and
as supplemented by regulations at 41 CFR part 60, Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor.
The Contractor in connection with any service or other activity under the agreement shall adhere to
Federal and State Equal Employer Opportunity (EEO) laws and procedures. Contractor 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. Contractor shall
comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which
prohibits discrimination on the basis of disability, and with Title 11 of the Americans with
Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the basis of
physical or mental disabilities in the provisions of activities. Contractor is required to contact
Maricopa Workforce Connections and notify the Director of the Civil Rights Center, United Stated
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Section II SPECIAL PROVISIONS
Department of Labor of any administrative enforcement and/or lawsuits that are filed, alleging
discrimination on the ground of race, color, religion, sex, national origin, age, disability, political
affiliation or belief, and for beneficiaries only, citizenship or participation in SESP program or
activity. This notification must include: (1) The name of the parties to the action or lawsuit; (2) The
forum in which each case was filed; and (3) The relevant case numbers.
Grievances Procedure:
The Contractor shall establish Grievance Procedures, Complaints, and Appeal Process procedures
in which training participants shall be afforded at least the minimum procedural protection as set
forth in the above Section.
Other Administrative Procedures:
All services provided for under this agreement are subject to further specifications mandated by
the Department of Labor, State of Arizona's WIA Administration.
Contractor is required to contact Maricopa Workforce Connections and notify the Director of the
Civil Rights Center, United States Department of Labor of any administrative enforcement and/or
lawsuits.
Maricopa Workforce Connections (MWC)
Human Services Department
Rudy Barcelo — Equal Opportunity Officer
234 N. Central Ave. 3 1d Floor
Phoenix, Arizona 85004
Phone: (602) 506-4816
Fax: (602) 506-8789
TDD: (602) 506-4802
Civil Rights Center
Director
U.S. Department of Labor
200 Constitution Avenue NW Room N-4123
Washington, DC 20210
Phone: 202-693-6500 Fax: 202-693-6505 TTY: 202-693-6516
M. COPELAND ANTI-KICKBACK ACT
Contractor shall comply with the Copeland "Anti-Kickback" Act (18 U.S.C.874) as supplemented
in the Department of Labor regulations (29 CFR part 3). In as such this regulation applies to all
contracts and sub grants for construction or repair.
N. DAVIS-BACON ACT
To the extent applicable, Contractor shall comply with the Davis-Bacon Act (40 U.S.C. 276a to
276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) as required by
Federal grant program legislation. Compliance with the provisions of the Davis-Bacon Act is
applicable for construction contracts.
0. 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
Maricopa County Human Services Department/Work Experience Page 22 of 39

Section II SPECIAL PROVISIONS
the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental Protection
Agency regulations (40 CFR part 15).
P. COPYRIGHTS AND OWNERSHIP OF INTELLECTUAL PROPERTY
Any and all intellectual property, including but not limited to copyright, invention, trademark,
trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of
this contract and any related subcontract ("Intellectual Property"), shall be work made for hire
and the County/State shall be considered the creator of such Intellectual Property. The
County/State, requesting the issuance of this contract shall own (for and on behalf of the State)
the entire right, title and interest to the Intellectual Property throughout the world. Contractor
shall notify the County within thirty (30) days, of the creation of any Intellectual Property.
Contractor, on behalf of itself agrees to execute any and all document(s) necessary to assure
ownership of the Intellectual Property vests in the County/State and shall take no affirmative
action that might have the effect of vesting all or part of the Intellectual Property in any entity
other than the County/State. The Contractor is not to dispose or distribute any Intellectual
Property without the express written authorization of the County/State.
Q. INSURANCE
Contractor shall have in effect at all times during the term of this agreement insurance that is
adequate to protect the County, the State, its officers and employees, participants, and equipment
funded under this agreement against the losses set forth below. Contractor shall name the County
and the State as an additional insured party, to the extent of bodily injury and property damage are
caused by negligence of the contractor in the performance of this agreement. Contractor shall
provide the Department with documentation of insurance coverage by furnishing the Contract
Administrator a certificate of insurance or a certified copy of the insurance policy or other
documentation that is required by the Contract Administrator.
1. Minimum Scope and Limits of Insurance: Contractor shall provide coverage with
limits of liability not less than those stated below.
a. Commercial General Liability — Occurrence Form
Policy shall include bodily injury, property damage, personal injury and broad form
contractual liability.
• General Aggregate $2,000,000
• Products — Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1,000,000
• Blanket Contractual Liability — Written and Oral $1,000,000
• Fire Legal Liability $ 50,000
• Each Occurrence $1,000,000
b. The policy shall be endorsed to include the following additional insured language:
"Maricopa County and the Human Services Department, the State of Arizona and the
Department of Economic Security shall be named as additionally insured with respect
to liability arising out of the activities performed by or on behalf of the Contractor".
c. Policy shall contain a waiver of subrogation against Maricopa County and the Human
Services Department, the State of Arizona, its departments, agencies, boards,
commissions, universities and its officers, officials, agents, and employees for losses
arising from work performed by or on behalf of the Contractor.
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Section 11 SPECIAL PROVISIONS
2. Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles
used in the performance of this Contract.
• Combined Single Limit (CSL) $1,000,000
a. The policy shall be endorsed to include the following additional insured language:
"Maricopa County and the Human Services Department, the State of Arizona and the
Department of Economic Security shall be named as additionally insured with respect
to liability arising out of the activities performed by or on behalf of the Contractor,
involving automobiles owned, leased, hired or borrowed by the Contractor".
b. Policy shall contain a waiver of subrogation against Maricopa County and the Human
Services Department, the State of Arizona, its departments, agencies, boards,
commissions, universities and its officers, officials, agents, and employees for losses
arising from work performed by or on behalf of the Contractor.
3. Worker's Compensation and Employers' Liability
• Workers' Compensation Statutory
• Employers' Liability
• Each Accident $ 500,000
• Disease — Each Employee $ 500,000
• Disease — Policy Limit $1,000,000
a. Policy shall contain a waiver of subrogation against Maricopa County and the Human
Services Department, the State of Arizona, its departments, agencies, boards,
commissions, universities and its officers, officials, agents, and employees for losses
arising from work performed by or on behalf of the Contractor.
4. Additional Insurance Requirements: The policies shall contain, or be endorsed to
contain, the following provisions:
a. Maricopa County and the Human Services Department, the State of Arizona and the
Department of Economic Security, wherever Additional insured status is required
such additional insured shall be covered to the full limits of liability purchased by the
Contractor, even if those limits of liability are in excess of those required by this
Contract.
b. The Contractor's insurance coverage shall be primary insurance with respect to all
other available sources.
c. Coverage provided by the Contractor shall not be limited to the liability assumed
under the indemnification provisions of this Contract.
5, Notice of Cancellation: Each insurance policy required by the insurance provisions of
this Contract shall provide the required coverage and shall not be suspended, voided,
canceled, or reduced in coverage or in limits except after thirty (30) days prior written
notice has been given to Maricopa County Human Services Department Workforce
Development Division. Such notice shall be sent directly to Maricopa County Human
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Section II SPECIAL PROVISIONS
Services Department Workforce Development Division, 234 North Central, Suite 3000,
Phoenix AZ 85004 and shall be sent by certified mail, return receipt requested.
6. Acceptability of Insurers: Insurance is to be placed with duly licensed or approved non-
admitted insurers in the state of Arizona with an "A.M. Best" rating of not less than A-
VII. Maricopa County and the State of Arizona in no way warrant that the above-required
minimum insurer rating is sufficient to protect the Contractor from potential insurer
insolvency.
7. Verification of Coverage: Contractor shall furnish Maricopa County Human Services
Department Workforce Development Division with certificates of insurance (ACORD
form or equivalent approved by the State of Arizona) as required by this Contract. The
certificates for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved by Maricopa County Human
Services Department Workforce Development Division before work commences. Each insurance
policy required by this Contract must be in effect at or prior to commencement of work under this
Contract and remain in effect for the duration of the project. Failure to maintain the insurance
policies as required by this Contract, or to provide evidence of renewal, is a material breach of
contract.
All certificates required by this Contract shall be sent directly to Maricopa County Human
Services Department Workforce Development Division, 234 North Central, Suite 3000, Phoenix
AZ 85004
R. CONFIDENTIALITY
Except with respect to Contractor's employees, Contractor shall maintain the confidentiality of any
information regarding participants or their immediate families which may be obtained through
employee forms, interviews, tests, reports from public agencies, counselors, or any other sources.
With permission of the participant, such information shall be divulged only to persons having
responsibilities under this contract, including those furnishing services to the project on
subcontracts.
S. RETENTION AND ACCESS REQUIREMENTS FOR RECORDS
Contractor shall maintain all financial and programmatic records, supporting documents,
statistical records, and other records which are required to be maintained by the terms of program
regulations and the Agreement. All records reasonably considered as pertinent to program
regulations and the Agreement.
Contractor shall retain all records pertaining to the Agreement for a period of six (6) years after
the termination of the Agreement term. If any litigation, claim, negotiation, audit or other action
involving the records is started before the expiration of the Agreement term, Contractor shall
retained the records until completion of the action and resolution of all issues which arise from it
or until the end of the regular 6-year period, whichever is later.
To avoid duplicate recordkeeping, the County may make special arrangements with Contractor to
retain any records which are continuously needed for joint use. The County shall request transfer
of records to its custody when it determines that the records possess long-term retention value.
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Section II SPECIAL PROVISIONS
When the records are transferred to or maintained by the County, the 6-year retention requirement
is not applicable to the Contractor. The retention period starts on the day the Contractor submits
its final invoice.
Access to records: the County, Maricopa County Human Services Department and the
Comptroller General of the United States, or any of their authorized representatives, shall have
the right of access to any pertinent books, documents, papers, or other records of the Contractor
which are pertinent to the Agreement, in order to make audits, examinations, excerpts, and
transcripts. The rights of access in this section shall be limited to the required retention period.
Restrictions on public access: The Federal Freedom of Information Act (5 U.S.C. 552) does not
apply to records unless required by Federal, State, or local law. Contractor is not required to
permit public access to their records.
T. CONTRACT REMEDIES
1. Disputes
Except as may otherwise be provided for in this agreement, any dispute not involving a
question of law arising during contract performance, that is not resolved between the
Parties within a reasonable time, i.e. 120 working days, shall be submitted in accordance
with the Department's contract disputes process.
Disputes must be filed with the Contract Administrator administering the Agreement, or
with the County Procurement Officer, within ten (10) working days from the date the
Contractor knew or should have known the basis of the dispute. The Contract
Administrator or County Procurement Officer, as applicable, shall respond in writing to the
dispute within fourteen (14) working days. The decision of the Contract Administrator shall
be final and conclusive unless within seven (7) working days from the date of receipt of
such a copy, a written notice of appeal is filed with the Director of Materials Management.
A written decision of the Director of Materials Management will be issued within thirty
(30) calendar days from the date the notice of appeal was filed. The Director's decision is
the final decision concerning the dispute, excepting where applicable State or Federal law
or regulation specifies otherwise.
Pending a final decision of a dispute hereunder, the Contractor shall proceed diligently with
the performance of this agreement in accordance with the Contract Administrator's
decision.
2. Sanctions and Corrective Actions
The Contractor agrees that the Department may, based upon applicable laws or
regulations, impose corrective action on the Contractor up to and including sanctions of
funding provided for in this agreement. The imposition of any corrective action plan or
sanctions shall be at the discretion of the Director or Assistant Director. Actions which
may lead to the provisions of this section include, but are not limited to:
a. Failure to perform the required tasks and activities for which the funding is
provided.
b. Failure to achieve the stated performance goals and objectives as stated in the
Work Statement section.
c. Failure to maintain appropriate fiscal and programmatic records in accordance
with the terms of the Agreement.
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Section II SPECIAL PROVISIONS
d. Failure to submit the required fiscal and performance reports.
3. Default
The Director may recommend to the Board of Supervisors to suspend, terminate or modify
the Agreement immediately upon written notice to Contractor in the event of nonperfor-
mance of stated objectives or other material breach of contractual obligations; or upon the
occurrence of any event which would jeopardize the ability of the Contractor to perform
any of its contractual obligations. The County reserves the right to have service provided by
other than the Contractor if Contractor is unable or fails to provide required service with the
specified time frame.
U. INDEMNIFICATION
Each party (as "Indemnitor") agrees to indemnify, defend, and hold harmless the other party (as
"Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as "Claims") arising out of bodily
injury of any person (including death) or property damage, but only to the extent that such Claims
which result in vicarious/derivative liability to the lndemnitee are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees,
or volunteers.
In addition, Contractor shall indemnify, defend, save and hold harmless the State of Arizona, any
jurisdiction or agency issuing any permits for any work arising out of this agreement, and their
respective directors, officers, officials, agents, and employees (hereinafter referred to as
"Indemnitee") from and against any and all claims, actions, liabilities, damages, losses, or
expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and
litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury (including
death), or loss or damage to tangible or intangible property to the extent caused, by the negligent
or willful acts or omissions of the Contractor or any of the directors, officers, agents, or
employees or subcontractors of such contractor. This indemnity includes any claim or amount
arising out of or recovered under the Workers' Compensation Law or arising out of the failure of
such contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or
court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances,
except to the extent such Claims arise from the negligent or willful acts or omissions of the
Indemnitee or a third party not associated with the Contractor, be indemnified by such contractor
from and against any and all claims. It is agreed that Contractor will be responsible for primary
loss investigation, defense and judgment costs where this indemnification is applicable.
V. AUDIT
In accordance with A.R.S. §35-2I4, the Contractor shall retain all data, books and other records
("records") relating to this agreement for a period of six (6) years after the completion of the
agreement. All records shall be subject to inspection and audit by the County, Maricopa County
Human Services Department and the Comptroller General of the United States, or any of their
authorized representatives and at reasonable times. Upon request, Contractor shall produce the
original of any or all such records.
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Section 11 SPECIAL PROVISIONS
1. Debt Collection & Audit Resolution
Contractor shall comply with Pi. 105-220 Sections 128, 133, and 184; 20 CFR Part 652,
Subpart D,E and G; 20 CFR Part 667 Subparts D H; 29 CFR Parts 95, 96, 97, and 99;
OMB Circular A-21. Contractor shall adhere to Federal Acquisition Regulation 97-03
Part 31; Department of Labor and the State of Arizona Department of Economic Security
Policies.
The Department shall conduct regular oversight and monitoring of Contractor's activities
to determine whether expenditures made against the cost categories and within the cost
limitations as specified in the Agreement.
Contractor is responsible for all funds under the Agreement. Maricopa County will hold
Contractor liable for all expenditures of funds.
W. MONITORING FISCAL & PROGRAM
The Contractor shall make available for inspection and/or copying by the County's monitors, all
records and accounts relating to the work performed or the services provided under this agreement,
or for similar work and/or service provided under other agreements.
If the County determines need to perform fiscal monitoring of Contractor's records, the County
has adopted the Financial and Administrative Monitoring Tool established by the AGA and OMB
as the guideline for fiscal monitoring. The County and/or designated representative shall be
entitled to evaluate contract services and fiscal records and reports in relation to this agreement.
Evaluation will assess the quality and impact of contracted services, either in isolation or in
comparison with other similar services, and will assess the Contractor's progress and success in
achieving the goals set forth in this agreement.
At the request of the Contractor any evaluation reports prepared by the Department, will be made
available to the Contractor.
X. 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.
Maricopa County Human Services Department/ Work Experience Page 28 of 39

SECTION III
WORK STATEMENT
Maricopa County
Human Services

Section III WORK STATEMENT
A. BACKGROUND
Maricopa County, exclusive of the City of Phoenix, is a designated Local Workforce Investment
Area (LW1A) under the federal Workforce Investment Act (W1A) of 1998. Maricopa County
Workforce Investment Activities are administered by the Human Services Department Workforce
Development Division — Maricopa Workforce Connections (MWC). As a federally funded
program providing assistive services to job seekers and employers, Maricopa County would like
to implement Employed Worker Training Programs (EWTP) to help the local economy by
meeting the needs of local employers with the development of a skilled workforce. The source of
funds for this agreement is the State Energy Sector Partnership (SESP) grant 8c Workforce
Investment Act (WIA) funds.
B. GOAL
Maricopa County's Employed Worker Training Program (EWTP) is a job-specific reimbursable
contract program that supports the delivery of customized training that meets the specific training
needs of local businesses. The program is designed to increase the skill and wage levels of
employees as well as to create new job opportunities within Maricopa County. Maricopa County
shall reimburse the Contractor for a portion of the training costs of those individuals enrolled into
WIA EWTP.
Training agreements provide employers the opportunity to develop a skilled workforce or to
increase the skills of employed workers. The ultimate goal of the agreement is to ensure that
successfully skilled participants will obtain permanent employment in a high demand occupation
with wages that help to ensure economic self-sufficiency.
Through this agreement, Contractor shall:
1. Develop an Training plan for each W1A eligible individual that will be enrolled in
training;
2. Provide certified eligible participant(s) with the academic and technical instructions to
meet employment requirements;
3. Provide certified eligible participant(s) with the identified skills sets to meet certification
requirements;
4. Provide periodic progress reports during contract term and post training performance
reports on a quarterly basis for 1 year after the contract period has ended; and
5. Not terminate participant(s) without prior notice to both employee(s) and to MWC. This
will provide an opportunity for corrective actions, unless Contractor deems the actions of
the participant(s) violate employment rules and regulations, policies and procedures or
the health/welfare of the employees are endangered.
C. PURPOSE
Through this agreement, Contractor shall provide training to eligible participants and award
certificates of completion to individuals that successfully complete the identified training
program.
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Section III WORK STATEMENT
The County recognizes that the training that will be provided to the eligible WIA EWTP
participants is Contractor's Proprietary/Intellectual property that was developed prior to the
development and execution of this agreement. The Contractor is not expected to share this
information as it does not fall under the "Copyrights and Ownership of Intellectual Property" as
mentioned in Section II, paragraph P.
The skills that will be attained through the training are transferable skills that can be utilized in
the Aerospace/Manufacturing industry.
1. Assurances/Provisions Specific to Classroom/Other Training
The Contractor assures that:
a. Participants are employed full-time, permanent employee(s) or have successfully
completed the initial probation period;
b. Participants are not seasonal, temporary or intermittent staff person;
c. Participants must meet WIA program requirements:
i. Be eligible to work in the United States; if not a U.S. Citizen, must show
original work permit documentation;
Be registered with Selective Service if appropriate;
Provide their original Social Security Card;
iv. Provide AZ Driver's License;
v. Review and sign Training Development Plan; and
vi. Agrees to successfully complete training program
d. Training program is for a limited period in classroom setting and hands-on
training;
e. Individual Training Development Plan (1TDP) will be completed for each
individual enrolled in WIA EWTP. The ITDP shall identify the Training
Objectives, Training Methods, Number of Hours required for the training and the
Performance Criteria. ITDP shall be approved by MWC prior to implementation.
D. LOCATION
Location where training will occur is: 5000 E. McDowell Rd., Mesa, AZ. 85212
E. STATEMENT OF EMPLOYER PERSONNEL POLICY
Contractor shall provide access to a copy of Personnel Policies, Rules, Regulations, Procedures
and Grievance procedures process to individuals covered under this agreement.
F. CONTRACT TERM
Maricopa County Human Services Department/Work Experience Page 31 of 39

Section III WORK STATEMENT
Contract effective date is March 13, 2013 and shall expire on September 14, 2013.
G. SERVICE DELIVERY
1. Objectives
a. To provide work experience training to individuals enrolled in the EWTP
program.
b. To provide participant(s) with the identified skill sets to meet completion
requirements.
c. To provide Certificates of Completion to participants successfully completing
academic and technical training activities meeting employment requirements.
2. Contractor Tasks:
a. Agrees to complete the MWC Employer Application to determine eligibility.
b. Provide a Training Plan for each identified occupation.
c. Identify coordinator to facilitate monitoring and reporting requirements.
d. Contractor will provide all open job vacancy announcements to MWC for
inclusion in the State's job board Arizona Job Connection (AJC).
H.. PERFORMANCE MEASURES
The positive impact of the Employed Worker Training Program will be measured by WIA
Performance Measures including retention, earnings increase and Certification.
1. 84% Employment Retention Rate
2. Earnings Changes in six months
3. 66% Employment and Credential Rate
I. FILE MAINTENANCE
Contractor shall maintain the following:
I. Copy of Contract Agreement
2. Copy of all reports submitted to the Department
3. Other provisions/reports documentation as required by policies, guidance and regulations
Participant files
To facilitate internal and external monitoring, the Contractor must establish and maintain a
hardcopy file for each participant.
Each file must contain the following but not limited to:
1. Job description and ITDP
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Section 111 WORK STATEMENT
2. Training Progress Reports
3. Certifications obtained
4. Participant wage and hours records e.g. Payroll records
5. Documentation to support reimbursement requests, e.g. time sheets and payroll records
J. REPORTING REQUIREMENT
Contractor shall submit required reports to the Department.
1. Contractor shall submit progress reports. Reports shall include information regarding
participants training progress and program completion.
2. Contractor's final progress report must be submitted no later than thirty (30) days after
agreement expiration date.
3. Failure to submit required reports will result in suspension of the agreement.
Maricopa County Human Services Department/Work Experience Page 33 of 39

SECTION IV
COMPENSATION
Maricopa County
Human Services

Section IV COMPEN SAT1ON
A. COMPENSATION
Subject to the availability and authorization of funds for the explicit purposes set forth below,
County will reimburse the Contractor for services rendered as indicated in the following
subsections.
Funding for this agreement is through the WIA Adult Program CFDA # 17.258.
The County shall reimburse the Contractor for the successful completion of activities as identified
in the Work Statement during the term of the Agreement.
B. REIMBURSEMENT
1. This is a cost reimbursement agreement. Allowable cost under this agreement, the
Contractor shall use applicable OMB Circular A-87 cost principles and/or other
Generally Accepted Accounting Principles (GAAP), agency program regulations, and the
terms of the Agreement shall be followed in determining the reasonableness, allowability
and allocability of costs.
2. Contractor shall be reimbursed for a portion the training provided to enrolled participants.
3. Agreement amount shall not exceed $11,000
4. Contractor shall not procure, contract for nor incur costs to be paid from program funds
prior to the agreement start state.
5. Contractor may submit invoices for reimbursement on a monthly basis. Required
documentation for reimbursement include:
a. An Invoice
b. Proof of payment for training
C. Copies of certificates obtained by participants
Compensation is subject to verification of participant's training and the awarding of
approved certificates of completion.
6. Contractor shall submit invoices and backup documentation to the Department:
Diana Shepherd, Program Administrative Manager
Maricopa County Human Services Department
Workforce Development Division
234 N. Central Ave., Suite 3000
Phoenix, Arizona 85004
Phone: 602-506-5911
7. Final invoice must be received no later than 30 days after agreement termination date.
8. Failure to submit the required expenditure reports may result in suspension of funding
under this agreement.
C. METHOD OF PAYMENT
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Section IV COMPENSATION
The County shall make payments to Contractor in accordance with 29 CFR 97.21.
1. MWC shall compensate the Contractor as follows:
a. Upon receipt of accurate and complete invoices, the Department will authorize
payment in accordance with the reimbursement method contained within this
agreement no later than 45 working days after receipt.
2. Contractor will not be reimbursed if any of the following conditions apply:
a. Activities begin before the effective date of the agreement or earned after the
ending date of the agreement.
b. Request for payment exceeds the approved reimbursement ceiling.
D. PAYMENT RECOUPMENT
The Department shall initiate payment recoupment process if program monitoring or quality
assurance review result in any findings:
I. Agreement services have been reported inaccurately or are found to be unsubstantiated.
2. Contractor's financial records and backup documentation do not substantiate that funds
were used to perform services as specified in the Work Statement.
3. If the Contractor is in material default in the performance of any material obligation under
this agreement, or if audit exceptions are identified.
4. The Department will either adjust the payment amount or will withhold payment until
satisfactory resolution of the default or exceptions are made.
a. Withholding payments. Unless otherwise required by federal statute, the County
shall not withhold payments for proper charges incurred by Contractor unless:
i. The Contractor has failed to comply with grant award conditions or
ii. The Contractor is indebted to the United States.
5. Payment withheld for failure to comply with Agreement conditions, but without
suspension of the Agreement, shall be released to the Contractor upon subsequent
compliance. When an Agreement is suspended, payment adjustments will be made in
accordance with 29 CFR §97.43(c).
Maricopa County Human Services Department/Work Experience Page 36 of 39

SECTION V
ATTACHMENT
Maricopa County
Human Services

Section V ATTACHMENT
CERTIFICATION REGARDING DEBARMENT
Instruction for Certification
1. By signing and submitting this proposal, the prospective recipient of Federal assistance funds is providing
the certification as set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this
transaction was entered into. If it is later determined that the prospective recipient of Federal assistance
!funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal
Government, the Department of Labor (DOL) may pursue available remedies, including suspension ancUor
debarment.
3. The prospective recipient of Federal assistance funds shall provide immediate written notice to the person to
which this proposal is submitted if at any time the prospective recipient of Federal assistance funds learns
that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
4. The terms "covered transaction," debarred," "suspended", "ineligible", "lower tier covered transaction",
"participant", "person", "primary covered transaction", "principal", "proposal", and "voluntarily excluded",
as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules
implementing Executive Order 12549. You may contact the person to which this proposal is submitted for
assistance in obtaining a copy of those regulations.
5. The prospective recipient of Federal assistance funds agrees by submitting this proposal that, should the
proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered
transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from
participation in this covered transaction, unless authorized by the DOL.
6. The prospective recipient of Federal assistance funds further agrees by submitting this proposal that it will
include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions
and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower
tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the
covered transaction, unless it knows that the certification is erroneous. A participant may decide the method
and frequency by which it determines the eligibility of its principals. Each participant may, but is not
required to, check the List of Parties Excluded from Procurement or Non-procurement Programs.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in
order to render in good faith the certification required by this clause. The knowledge and information of a
participant is not required to exceed that which is normally possessed by a prudent person in the ordinary
course of business dealings.
9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier transaction with a person who is suspended, debarred,
ineligible or voluntary excluded from participation in this transaction, in addition to other remedies
available to the Federal Government, the DOL may pursue available remedies, including suspension and/or
debarment.
Maricopa County Human Services Department/Work Experience Page 38 of 39

Section V ATTACHMENT
MARICOPA COUNTY HUMAN SERVICES DEPARTMENT
Certification Regarding Debarment, Suspension
Ineligibility and Voluntary Exclusion
Lower Tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549, Debarment and
Suspension, 29 CFR Part 98, Section 98.510, Participant's responsibilities. The regulations were published as
Part VII of the May 26, 1988 Federal Register (pages 19160-19211).
(Before completing certification, read instructions which are an integral part of the certification)
1. The prospective recipient of Federal assistance funds certifies, by submission of this proposal, that neither it,
nor its principals, are presently debarred, suspended, proposed from debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department or agency.
2. Where the prospective recipient of Federal assistance funds is unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
Name an i it of 1 A thorized Representative
Date
Maricopa County Human Services Department/Work Experience Page 39 of 39