IGA WITH FLORIDA STATE UNIVERSITY.PDF
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Page 1 of 7 FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES – Healthy Baby INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES County Contract #: Contractor Contract #: Agreement Amount: $20,000 Agreement Start Date: Upon Signature By Both Parties Agreement Termination Date: June 30, 2021 1.0 PARTIES This financial Intergovernmental Agreement (“Agreement”) is entered into between Florida State University Board of Trustees for Florida State University Center for Prevention & Early Intervention Policy (“Contractor”) and Maricopa County administered by its Human Services Department, Head Start Program (“County”). The County and the Contractor shall be collectively referred to in this Agreement as the “Parties” and individually as “Party.” The County and the Contractor are public agencies authorized by A.R.S. §§ 11-951 and 11-952 and FLA. STAT. §1001.705to enter into contracts or agreements with a public agency of another state for services or the joint exercise powers common to one another and, further, are authorized to enter into agreements with one another for joint or cooperative action. 2.0 PURPOSE 2.1 The Contractor shall provide the County with professional development training on Contractor’s research-based, proprietary curriculum: Partners for a Healthy Baby. 2.2 The training will satisfy the Office of Head Start Program Performance Standards (45 C.F.R. Chapter XIII §1302.35, September 2016), which requires programs to implement research-based curriculum that is developmentally, linguistically, and culturally appropriate and that supports children’s cognitive, social, and emotional growth. 2.3 The training will enable the County’s Head Start program staff to implement the curriculum and provide materials to families enrolled under the Early Head Start Home-Based activities. 3.0 RESPONSIBILITIES OF ORGANIZATIONS 3.1 The County shall: 3.1.1 Identify schedules for training sessions and coordinate with the Contractor to, among other things: 3.1.1.1 Schedule program staff to attend training; 3.1.1.2 Secure a location for the training sessions; and 3.1.1.3 Ensure necessary equipment is made available for training sessions: 3.1.1.3.1 projection and sound systems. 3.2 The Contractor shall: 3.2.1 Provide Partners for a Healthy Baby Curriculum to Head Start program staff on the designated training dates; 3.2.2 14 calendar days prior to the training sessions, provide: 3.2.2.1 An agenda for session activities; and 3.2.2.2 An estimate of fees; Page 2 of 7 FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES – Healthy Baby 3.2.2.3 A copy of the materials to be provided to attendees; and 3.2.3 Provide certificates of completion to Head Start program staff who attend the training sessions. 4.0 TERM OF AGREEMENT 4.1 Upon approval by the Parties, this Agreement shall commence and terminate on the dates listed on page one of this Agreement. This Agreement shall become effective upon approval and signature by both Parties. 4.2 The Agreement may be extended for two (2) additional one-year terms, provided the Parties are in compliance with the terms and conditions of this Agreement. Extensions must be in writing and approved and signed by both Parties. The Party requesting an extension shall provide notice of intent to renew to the other Party sixty (60) days prior to the end of the Agreement term. 5.0 AMENDMENTS 5.1 Any changes to this Agreement shall be carried out in accordance with the following: 5.1.1 A written amendment, approved and signed by the Parties to this Agreement, shall be required for every purpose listed below: 5.1.1.1 Whenever the agreement period is either lengthened or shortened; and 5.1.1.2 For any other changes in terms and conditions of this Agreement that the Parties deem substantial. 6.0 TERMINATION 6.1 Under A.R.S. § 38-511, the County may cancel this Agreement without penalty or further obligation within three years after execution of this Agreement if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the County is, at any time while this Agreement or any extension of this Agreement is in effect, an employee or agent of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. Additionally, under A.R.S § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the County from any other party to this Agreement arising as the result of this Agreement. 6.2 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 County Board of Supervisors under Section 7.0 (Availability of Funds)). The notice shall be given by either personal delivery or registered/certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in Section 10.0 (Notices) of this Agreement. 6.3 This Agreement may be terminated by mutual written agreement of the Parties. The written agreement shall specify the termination date. 6.4 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, then this Agreement shall terminate upon the expiration of the term of this Agreement stated on the cover page of this Agreement or expiration of any extended term described in Section 4.2. Page 3 of 7 FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES – Healthy Baby 7.0 AVAILABILITY OF FUNDS Should the County determine that funds are not available for continuing the services, the County may cancel this Agreement. Performance by the Parties under this Agreement is conditioned upon the availability of funds appropriated, allocated, or granted for performance. If funds are not available for the continuance of this Agreement, then this Agreement may be terminated by either Party at the end of the period for which funds are available. No liability shall accrue to either Party in the event of such termination, and neither Party shall be obligated or liable for any future performance, payments, or any damages as a result of termination under this paragraph. 8.0 FUNDING 8.1 Funding for this Agreement is provided by the Catalog of Federal Domestic Assistance (CFDA): 8.1.1.1 Head Start Program – 93.600; 8.2 The County will provide payment to Contractor based on each training session completed by the Contractor; and 8.3 Funding for this Agreement shall not exceed $10,000 per fiscal year (July 1 through June 30) for the term identified on page one of this Agreement. 9.0 COMPENSATION 9.1 The Contractor shall submit an invoice by the 10th working day after each training session is provided; 9.2 The County shall reimburse the Contractor on a net 0 payment standard; and 9.3 Invoices shall be submitted electronically via email to: HSDFinance@maricopa.gov. 10.0 NOTICES Notifications and communications concerning this Agreement shall be directed to the following: Maricopa County Human Services Department Maricopa County Human Services Department Eve Del Real, Assistant Director Early Education Division, Head Start Program 234 North Central Avenue, 3rd Floor Phoenix, Arizona 85004 Phone: (602) 372-3710 Eve.DelReal@maricopa.gov Florida State University Board of Trustees FSU Center for Prevention & Early Intervention Policy Sarah Mullane 1339 East Lafayette Street Tallahassee, Florida 32301 Phone: (850) 922-1315 smullane@fsu.edu 11.0 EMPLOYMENT DISCLAIMER 11.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 11.2 The Parties agree that no individual performing under this Agreement on behalf of the Contractor is to be considered a County employee, and that no rights of County civil service, County retirement, or County personnel rules shall accrue to such individual. The Contractor shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such employees and shall save and hold the County harmless with respect thereto. Page 4 of 7 FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES – Healthy Baby 12.0 SAFEGUARDING OF PARTICIPANT INFORMATION The use or disclosure by either Party of any information concerning an applicant for, or recipient of, service under this Agreement is directly limited to the conduct of this Agreement. The Contractor and its agents shall safeguard the confidentiality of this information, just as they would safeguard their own confidential information. 13.0 GENERAL INDEMNIFICATION 13.1 Each Party (as “Indemnitor”) shall be responsible for any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (“Claims”) arising out of bodily injury (including death) of any person or property damage, but only to the extent that such Claims which result in vicarious/derivative liability to the Indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and its departments, agencies, boards, commissions, officers, officials, agents, representatives, employees, and volunteers. 13.2 Additionally, the Contractor agrees to be responsible for all Claims either solely arising from breach of this Agreement by the Contractor and its departments, agencies, boards, commissions, officers, officials, agents, representatives, employees, and volunteers. 14.0 COMPLIANCE WITH APPLICABLE LAWS 14.1 Each Party shall comply with all applicable laws, ordinances, resolutions, executive orders, rules, regulations, standards, and codes of the federal, state, and local governments whether specifically referenced in this Agreement. Specifically, the following apply: 14.1.1 Unless exempt under federal law, each Party 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 (Executive Order 2009-09 superseded Executive Order 94-4 and amended Executive Order 75-5), which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities. The Parties shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment of qualified persons because of physical or mental disability. Each Party shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. 14.1.2 Each Party 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. Each Party shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of disability, in delivering contract services; and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the basis of physical or mental disabilities in the provision of contract programs, services, and activities. 14.1.3 Each Party shall not discriminate upon the basis of race, color, creed, religion, ancestry, national origin, sex, gender, sexual orientation, gender identity, disability, age, marital status or status with regard to the benefits of, or participation in, or use of the programs, services, and activities. 14.1.4 FEDERAL IMMIGRATION AND NATIONALITY ACT 14.1.4.1 The Parties understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Parties agree to comply with the IRCA in performing under this Agreement and to permit the other Party to inspect personnel records to verify such compliance. 14.1.4.2 By entering into this Agreement, each Party 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. These warranties shall remain in effect through the term of the Page 5 of 7 FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES – Healthy Baby Agreement. The Parties shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 14.1.4.3 The Parties may request verification of compliance for any employee performing work under the Agreement. Should either Party suspect or find that the other Party is not in compliance, then the Party may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of this Agreement for default, and suspension or debarment (or both) of the other Party. All costs necessary to verify compliance are the responsibility of the requesting Party. 14.1.5 COMPLIANCE REQUIREMENTS FOR A.R.S. § 41-4401 The Contractor warrants that it is in compliance with A.R.S. § 41-4401 and further acknowledges that: 14.1.5.1 The Contractor and its Vendors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employment and their compliance with A.R.S. § 23-214; 14.1.5.2 A breach of the warranties provided under this Section 14.1.5 shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; and 14.1.5.3 The County retains the legal right to inspect the papers and employment records of any Contractor and Vendor employee who works on this Agreement to ensure that the Contractor or Vendor is complying with the warranties provided under this Section 14.1.5, and the Contractor agrees to make all papers and employment records of such employee(s) available during normal working hours in order to facilitate such an inspection. 14.1.6 The laws, ordinances, resolutions, executive orders, rules, regulations, standards, and codes of the State of Arizona (and the County of Maricopa) and the State of Florida shall govern the rights of the Parties, the performance of this Agreement, and disputes under this Agreement unless there is a conflict of laws between the State of Arizona (and the County of Maricopa) and State of Florida, in which event the laws of the State of Arizona (and County of Maricopa) shall govern. Any action relating to this Agreement shall be brought in the courts of the State of Arizona. 15.0 INSURANCE 15.1 Exceptions: 15.1.1 The Contractor, a public entity, represents to the County that it is self-insured and enjoys partial sovereign immunity to the limits set forth in sec. 768.28, Florida Statutes, of $200,000 per individual claim, and $300,000 in the aggregate. Such limit shall satisfy the requirements of this section. A Certificate of Insurance will be provided upon request. 16.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY, AND VOLUNTARY EXCLUSION The Contractor certifies that, to the best of its knowledge and belief it and its directors, officers, officials, agents, representatives, employees, and volunteers: 16.1 Are not presently debarred, suspended, proposed for debarment, or declared ineligible or voluntarily excluded from covered transactions by any federal department or agency; 16.2 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, Page 6 of 7 FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES – Healthy Baby forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 16.3 Are not presently indicted for, or otherwise criminally or civilly charged by, a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in the paragraphs above; and 16.4 Have not within a three-year period had one or more public transactions (federal, state, or local) terminated for cause or default. 17.0 ASSIGNABILITY AND SUBCONTRACTING No right, liability, obligation, or duty under this Agreement may be assigned, delegated, or subcontracted, in whole or part, without the prior written approval of the County. The Contractor shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the County approves the assignment, delegation, or subcontract or agrees otherwise. 18.0 RIGHTS/OBLIGATIONS OF PARTIES ONLY The terms of this Agreement are intended only to define the respective rights and obligations of the Parties. Nothing in this Agreement shall create any rights or duties in favor of any potential third-party beneficiary or other person, agency, or organization. Nothing in this Agreement shall affect the legal liabilities of either Party by imposing any standard of care different from the standard of care imposed by law. 19.0 ENTIRE AGREEMENT This Agreement contains the entire understanding of the Parties. There are no representations or other provisions besides those contained in this Agreement or in any written amendments approved and signed by both Parties. 20.0 SEVERABILITY The Parties agrees that should any part of this Agreement be held invalid or void, the remainder of this Agreement shall remain in full force and effect and shall be binding on the Parties. 21.0 EXECUTION OF AGREEMENT/COUNTERPARTS This Agreement may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts shall form a single instrument. 22.0 AUTHORIZATION Each Party warrants to the other Party that the appropriate governing body of the Party has authorized approval and signature of this Agreement. Page 7 of 7 FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES – Healthy Baby IN WITNESS, the Parties have approved and signed this Agreement: FOR AND ON BEHALF OF THE CONTRACTOR - FLORIDA STATE UNIVERSITY BOARD OF TRUSTEES: ___________________________________ Dr. Sally McRorie, Provost, Florida State University Date FOR AND ON BEHALF OF THE COUNTY - MARICOPA COUNTY: _______________________________________ Chairman, Board of Supervisors Date Attested to: ___________________________________ Print Name and Title Date Attested to: _______________________________________ Fran McCarroll, Clerk of the Board Date The undersigned legal counsel has reviewed this Agreement and determined that it is in proper form. The undersigned legal counsel has reviewed this Agreement and determined that, in accordance with A.R.S. §§ 11-201, 11-251, and 11-952, it is in proper form and within the power and authority granted to the County under the laws of the State of Arizona. _____________________________________ Contractor’s Attorney Date By: _______________________________________ Deputy County Attorney Date