INTERGOVERNMENT AGREEMENT RE WITH ARIZONA DEPARTMENT OF ECONOMIC SECURITY.PDF
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CA00158 Page 1 of 14 INTERGOVERNMENTAL AGREEMENT FOR USE OF REAL PROPERTY BETWEEN MARICOPA COUNTY AND ARIZONA DEPARTMENT OF ECONOMIC SECURITY This Intergovernmental Agreement, hereinafter referred to as “Agreement” is made and effective as of the last date signed below, by and between Maricopa County, a political subdivision of the State of Arizona (“County”), and Arizona Department of Economic Security (“ADES”). County and ADES shall collectively be referred to as the “Parties” and individually as “Party”. County is authorized to enter into this Agreement pursuant to A.R.S. §11-201, §11-251 and §11- 952. ADES is authorized to enter into this Agreement pursuant to A.R.S. §41-1954 and §11-952. The Maricopa County One-Stop Career Centers provide employment-related services to jobseekers, youth and employers in Maricopa County. For each Maricopa County One-Stop Career Center site (“Facility”), as identified in the Site Specific Supplemental Agreement (“SSSA”) for that site, houses several partner agencies that help to facilitate an integrated one-stop service delivery system for Maricopa County residents. THEREFORE, in consideration of the mutual promises herein the Parties agree as follows: 1. Site Availability. This Agreement includes County One-Stop Career Centers where space is available and allows non-interfering operation between existing services and any new services proposed by ADES. 2. Site-Specific Terms. County and ADES will enter into a SSSA for each site utilized under this Agreement. SSSAs will be reviewed and updated annually by County and ADES. 3. Access. ADES may enter a Facility identified in an SSSA and use the premises, for the purpose of participating as a partner agency to help facilitate an integrated one-stop service delivery system for Maricopa County residents during normal business hours: Monday through Friday (excluding Holidays as listed in Exhibit 1) 7:30 AM to 5:00 PM. 4. Term. The term of this Agreement will commence on July 1, 2026, and end on June 30, 2030. In accordance with A.R.S §11-952, the agreement may be extended as many times as is desirable, but each extension may not exceed the duration of the previous agreement. 5. Amendments and Modifications. Any changes to this Agreement shall be in writing and signed by both Parties. No agent, employee or other representative of either Party is empowered to alter any of the terms of this Agreement, unless amended in writing and signed by the authorized representative of the respective Parties. CA00158 Page 2 of 14 5.1 Either Party shall give written notice to the other Party of any non-material alteration that affects the provisions of this Agreement. Non-material alterations that do not require a written amendment are as follows: 5.1.1 Change of telephone number: 5.1.2 Change in authorized signatory; and/or 5.1.3 Change in the name and/or address of the person to whom notices are to be sent. 6. Termination & Revocation. 6.1 Either Party may terminate this Agreement at any time by giving the other Party at least thirty (60) calendar days prior notice in writing. 6.2 This Agreement may be terminated by either Party at the end of any fiscal year for non-availability of funds. County and State fiscal years end June 30, Federal fiscal year ends September 30. 6.3 This Agreement may be terminated by mutual written agreement of the Parties specifying the termination date therein. 6.4 In the event of termination of the Agreement by either Party, such termination shall not affect the obligation of the Parties to indemnify the other Party or the terminating Party arising from the other Party’s performance of this Agreement and for which the other Party would otherwise be liable under this Agreement. 6.5 County may terminate this Agreement if ADES fails to pay any charge when due or fails to perform or observe any other material term or condition of the Agreement, and such failure continues for more than ten (10) business days after receipt of written notice of such failure from County, or if the ADES becomes insolvent or generally fails to pay its debts as they become due. 7. Separate Operations. Nothing in this Agreement shall be construed to establish an employment, agency, partnership, joint venture or other relationship between the Parties. Neither Party shall be liable or responsible for the acts, errors or omissions of the other Party. Neither Party shall have authority to bind the other Party to any contract, debt or liability. Neither Party shall be liable for the separate debts, liabilities, nor obligations incurred by the other Party, except as otherwise provided in this Agreement. ADES is an independent contractor in the performance of the work and the provision of a permitted use, as identified in an SSSA, and is not to be considered an officer, employee or agent of County. 8. ADES Responsibilities. ADES is responsible for keeping areas utilized by its agents, employees, and clients within the premises identified in an SSSA and within a Facility identified in an SSSA neat, clean, free of clutter and of professional appearance. CA00158 Page 3 of 14 8.1 ADES shall ensure that all trash and recycling is placed in the proper receptacle(s). 8.2 ADES shall ensure that all clients/participants adhere to these rules. 8.3 ADES shall leave a premises and a Facility in as good condition as when received. 8.4 ADES is responsible for notifying the County of any damages to premises and/or to a Facility caused by ADES, its officials, agents, employees, officers, vendors, clients or invitees within five (5) business days of discovery of damage(s). County will make arrangements to make such repair or replace damaged property at ADES’s cost, and ADES shall, upon demand by County in writing, reimburse County for County’s reasonable costs and expenses connected therewith. 8.5 Immediately upon the completion or termination of this Agreement, ADES shall remove its personal property from each premises and each Facility, by at least thirty (30) business days, unless previous arrangements have been made with the County. ADES hereby acknowledges that County shall not be responsible for ADES’s personal property that remains on a premises and/or a Facility after the completion or termination of this Agreement and that County may dispose of said personal property at its discretion. 8.6 All ADES staff shall, at all times, be members in good standing with all required licensing bodies. They shall possess full, complete and current professional credentials as may be lawfully required to perform the permitted use identified in an SSSA, and duties required by County. ADES shall comply with all federal, state and local laws, statutes, ordinances, codes, rules and/or regulations that apply to the operation of its business and its use of a premises and/or a Facility. 8.7 ADES staff shall not access a premises and/or a Facility outside of normal business hours unless otherwise agreed to in writing with County. 9. County Responsibilities. County is responsible for ensuring interior janitorial services and exterior ground maintenance are performed and that the heating and air conditioning equipment and the plumbing and electrical systems are maintained and in good working order. County shall provide heating, ventilation, air conditioning (HVAC), electricity, and water for reasonable and normal drinking and lavatory use. County has the right to determine what equipment, or personal property may be brought onto a premises identified in a SSSA and/or a Facility identified in a SSSA. All or any equipment or personal property of ADES shall be removed with at least thirty (30) business days’ notice from a premises and/or a Facility at the direction of County. County is not responsible for any property of ADES or of any other individual or entity on a premises and/or a Facility in connection with this Agreement. County has no liability for the destruction, theft, vandalism, or other loss or damage of any such property. 10. Site Space & Costs Allocation. In accordance with the Workforce Innovation and Opportunity Act (WIOA) 29 U.S.C. §3101 et seq., the Parties agree that the costs CA00158 Page 4 of 14 associated with the operation of a Facility identified in an SSSA are allocated among the integrated one-stop service delivery system partner agencies located in that Facility, including ADES. The Parties agree that the space allocation identified in a SSSA may be reviewed once annually upon written request by ADES to ensure accuracy of associated costs. If changes to space and cost allocations are found during such review processes, the appropriate adjustments will be made to monthly invoices, as agreed between the Parties, in writing and an amendment to the appropriate SSSA shall be processed in the event of a financial impact to the Parties. 11. Facility Space and Rent Costs. For each Facility identified in an SSSA, ADES shall pay Facility Base Rent and Shared Facility Operation Costs as identified in that SSSA in accordance with the percentage of space allocated to ADES in that SSSA. 11.1 Facility space and rent costs include the following items: 11.1.1 Facility Base Rent 11.1.1.1 Rent per square foot per year multiplied by the total Facility square footage use allocated to ADES for a Facility, which includes the premises and common space square footage allocation. 11.1.2 Shared Facility Operation Costs 11.1.2.1 Total Facility operation costs to be shared multiplied by percentage of space allocated to ADES for that Facility (“Pro-Rata Share”). 11.2 Facility space and rent costs are subject to fluctuation on a monthly basis and may increase or decrease depending on use, costs, and square footage. 12. Payment Requirements. For each Facility, ADES shall pay County Facility Base Rent and its Pro-Rata Share of Shared Facility Operation Costs on a monthly basis. 12.1 Invoices shall be sent to ADES’s point of contact as listed in Section 43 (Notices) of this Agreement by the 15th day of the month. 12.2 ADES shall remit payment within thirty (30) calendar days of receipt of invoice. The payment shall be submitted to County’s point of contact as listed in Section 43 (Notices) of this Agreement. 13. Indemnification. Each Party (as “Indemnitor”) agrees to defend, indemnify, and hold harmless the other Party (as “Indemnitee”) from and against any and all claims, losses, liability, costs or expenses (including reasonable attorneys' 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 CA00158 Page 5 of 14 vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. The State of Arizona, Department of Economic Security is self-insured per A.R.S. 41-621. 14. Conflict of Interest. The requirements of A.R.S. §38-511 apply to this Agreement. Either Party may cancel this Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of such Party is, at any time while this Agreement or any extension is in effect, an employee or agent of the other Party with respect to the subject matter of this Agreement. 15. Non-Discrimination. The Parties shall comply with State Executive Order Nos. 2023-09, 2023-01 and 2009-09, which mandates that all persons, regardless of race, color, religion, sex, age, national origin, or political affiliation, shall have equal access to employment opportunities, and all other applicable State and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The Parties shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin, or disability. 16. E-Verify. The Parties acknowledge that immigration laws require them to register and participate with the E-Verify program (employment verification program administered by the United States Department of Homeland Security and the Social Security Administration) or any successor program as they both employ one or more employees in this state. The Parties warrant that they have registered with and participate in E-Verify. If either Party later determines that the other Party has not complied with E-Verify, it shall notify the non-compliant Party by certified mail of the determination and of the right to appeal the determination. 16.1 The Parties warrant compliance with all Federal Immigration laws and regulations relating to employees and warrant compliance with A. R. S. §41-4401 and A.R.S. §23-214(A). (That section reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the e-verify program…”) 16.2 A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and either Party may be subject to penalties up to and including the termination of this Agreement. 16.3 Failure to comply with a State audit process to randomly verify the employment records of the Parties and any subcontractors shall be deemed a material breach of this Agreement and the Parties may be subject to penalties up to and including the termination of this Agreement. CA00158 Page 6 of 14 16.4 Either Party retains the legal right to inspect the papers of any employee whose work is related to this Agreement to ensure that the other Party or a subcontractor is complying with the warranty under Subsection 16.1 above. 17. Records Retention and Audit. In accordance with A.R.S. § 35-214, the Parties shall retain and shall contractually require each subcontractor to retain all data, books, and other records (collectively “Records”) relating to this Agreement for a period of five years after completion of the Agreement. All Records shall be subject to inspection and audit by the State or County at reasonable times. Upon request, the Parties shall produce the original of any or all such Records. 18. Compliance with Laws. Each Party shall comply with all federal, state and local laws, rules, regulations, standards and Executive Orders in fulfillment of this Agreement. Any changes in the governing laws, rules and regulations during the term of this Agreement shall apply and do not require an amendment to this Agreement. 19. Insurance. County and ADES acknowledge that each Party is self-insured. ADES agrees to maintain in full force and effect during the term of this Agreement and any extension thereof, commercial general liability insurance, or self-insurance, with limits of not less than $2,000,000 single limit coverage per occurrence for bodily injury, personal injury, and property damage. The State of Arizona Department of Economic Security is self- insured per A.R.S. §41-621 and will provide County with a certificate of self-insurance within ten (10) days of full execution of this Agreement. 20. Background Checks. ADES shall ensure that all program staff located in a Facility identified in a SSSA obtain a state and federal criminal records check pursuant to section A.R.S. § 41-1750 and Public Law 92-544, before being assigned to work in such a Facility. ADES shall provide written confirmation that all program staff have completed the criminal records check. Written confirmation shall be provided within fifteen (15) days of execution of this Agreement and within fifteen (15) days of hiring of any new staff. Confirmation shall be provided to the Maricopa County Human Services Department Workforce Development Division Contract Unit. 21. Fingerprinting. ADES shall ensure that all program staff located in a Facility identified in a SSSA obtain fingerprint clearance cards. ADES shall confirm that all program staff have completed the fingerprint clearance. ADES shall provide to the Maricopa County Human Services Workforce Development Division Contract Unit the names of staff that perform work in such a Facility and confirmation of fingerprint clearance and confirmation of background check as provided for in Section 20 (Background Checks) above, via email, to the following email address: HSDContracts@Maricopa.gov 22. Permits. ADES shall maintain all applicable permits and licenses for its business operations. ADES shall further comply with all Federal, state and local laws, regulations, rules and ordinances in the operation of its business. CA00158 Page 7 of 14 23. Compliance with Applicable Laws. ADES shall comply with all applicable laws, ordinances, Executive Orders, rules, regulations, standards, and codes of the Federal, State, and Local governments whether or not specifically referenced herein. Specifically, the following apply: 23.1 Unless exempt under Federal law, ADES shall comply with Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and ADES 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. ADES shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended. 23.2 ADES 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. ADES 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. 23.3 ADES 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. 23.4 ADES shall comply with Section 188 and 29 CFR Part 38 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination on the basis of race, color, religion, sex (including pregnancy, child birth or related medical condition, sex stereotyping, transgender status (gender expression and gender identity)), national origin (including Limited English Proficiency (LEP), age, disability, political affiliation or belief, citizenship/status as a lawfully admitted immigrant authorized to work in the United States, and participation in any WIOA Title 1 financially assisted program or activity; 23.5 ADES warrants compliance with A.R.S. § 41-4401 and further acknowledges that: 23.5.1 Its subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214, subsection A; 23.5.2 A breach of a warranty under sections listed above shall be deemed a material breach of this Agreement that is subject to penalties up to and including termination of the Agreement. CA00158 Page 8 of 14 23.6 ADES shall comply with the Buy-American Build America (BABA) – as stated in sec, 502 of WIOA. All funds authorized in Title 1 of WIOA and Wagner-Peyser Act must be expended in compliance with Sections 8301 through 8301-8305 of the Buy American Act (41 U.S.C. 8301-83050). 24. Certification Regarding Debarment, Suspension Ineligibility and Voluntary Exclusion. ADES certifies to the best of their knowledge and belief, that they and their directors, officers and agents: 24.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 24.2 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, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 24.3 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; 24.4 Have not within a three-year period had one or more public transactions (Federal, State, or local) terminated for cause or default. 25. Disability Requirements. ADES agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 26. Clean Air Act & Clean Water Act. ADES must comply with all applicable standards, orders, and requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). 27. Drug-Free Workplace Act. ADES shall comply with the Drug-Free Workplace Act of 1988 (Public Law 100-690). 28. Certification Regarding Environmental Tobacco Smoke. ADES shall comply with Public Law 103-227, Part C. CA00158 Page 9 of 14 29. Agreement Not Construed as Lease. This Agreement merely authorizes ADES to have access to a Facility identified in a SSSA and use of a premises identified in a SSSA. This Agreement shall not be construed as a lease, sublease or rental agreement. It is understood and agreed that ADES has no interest whatsoever in such a premises or such a Facility. 30. No Assignment. Neither Party shall assign any of the rights received pursuant to the terms of this Agreement without the prior written consent of the other Party. 31. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the respective Parties, their successors, personal representatives and assigns, and shall be governed by and constructed under the laws of the State of Arizona. 32. Entire Agreement. This Agreement, together with any supplemental provisions attached hereto, constitutes the entire Agreement between the Parties and sets forth all of the covenants, promises, agreements, conditions and understandings between County and ADES, and there are no covenants promises, agreements, conditions or understandings, either oral or written, between County and ADES other than as set forth herein, and those agreements that are executed contemporaneously herewith or supplementally hereto. This Agreement shall be construed as a whole and in accordance with its fair meaning and without regard to any presumption or other rule requiring construction against the Party drafting this Agreement. This Agreement cannot be modified or changed except by a written Amendment executed by County and ADES. County and ADES have reviewed this Agreement and have had the opportunity to have it reviewed by legal counsel. 33. Third Parties. Except as expressly provided herein, no term or provision of this Agreement is intended or shall be for the benefit of any person or entity not a Party hereto, and no such other person or entity shall have any right or cause of action hereunder. 34. Venue, Governing Law. The proper venue for any proceeding at law or in equity shall be Maricopa County, Arizona and the parties hereby waive any right to object to venue. This Agreement shall be construed in accordance with and be governed by the laws of the State of Arizona. 35. Waiver. Waiver by either Party of any breach of any term, condition or covenant herein contained shall not be deemed to be a waiver of any other term, condition or covenant herein, or of a subsequent breach of any term, covenant or condition herein. Either Party's consent to, or approval of, any subsequent or similar act shall not be deemed to render unnecessary the obtaining of either Party's consent to, or approval of, any subsequent or similar act by the other, to be construed as the basis of an estoppel to enforce the provision or provisions of this Agreement requiring such consent. 36. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be valid under applicable law, but if any provision shall be invalid or prohibited thereunder, such provision shall be ineffective to the extent of such prohibition or invalidation but shall not invalidate the remainder of such provision or the remaining provisions of this Agreement. CA00158 Page 10 of 14 37. Authority to Execute. Each Party represents and warrants that the person who executes this Agreement is duly authorized to execute and deliver this Agreement on behalf of said governmental entity, and that all approvals have been obtained and that this Agreement is binding on said entity in accordance with its terms. 38. Headings. Sections and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 39. Cooperation. The Parties agree to cooperate in the execution and/or delivery to each other such other instruments and documents as may be reasonably necessary to fulfill the covenants and obligations to be performed by the Parties pursuant to this Agreement. 40. Arbitration. The Parties to this agreement agree to resolve all disputes arising out of or relating to this agreement through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S.§§ 12-1518(B) and 12-133, except as may be required by other applicable statutes. 41. Non-Availability of Funds: In accordance with A.R.S. §35-154, every payment obligation of the State under this Agreement is conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the State at the end of the period for which funds are available. No liability shall accrue to the State in the event this provision is exercised, and the State shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. 42. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto are upon the same instrument. 43. Notices. All notices shall be in writing and sent to the following addresses: County: Maricopa County Human Services Department Workforce Development Division Attention: Assistant Director 234 N. Central Avenue, Suite 3000 Phoenix, AZ 85004 Email: HSDcontracts@maricopa.gov With a copy to: Maricopa County Real Estate Dept. Attention: Director 2801 W. Durango Street Phoenix, AZ 85009 Email: alex.smith@maricopa.gov CA00158 Page 11 of 14 ADES: Arizona Department of Economic Security Division of Employment and Rehabilitation Services Finance and Budget Unit, Contract Specialist 1789 W. Jefferson Street 2nd Floor, NE (Mail Drop 57C1) Phoenix, AZ 85007 Email: derscontractsadmin@azdes.gov Payments shall be submitted to: Maricopa County Human Services Attention: Finance Division 234 N Central Avenue Suite 3000 Phoenix, AZ 85004 Email: HSDFinance@maricopa.gov 44. Administration of Agreement. The Assistant County Manager for Maricopa County, Real Estate Director for Maricopa County and/or Assistant Director of Workforce Development for Maricopa County shall administer this Agreement. CA00158 Page 12 of 14 IN WITNESS WHEREOF, the Parties enter into this Agreement. COUNTY: Maricopa County, a political subdivision of the State of Arizona ____________________________________ Chair of the Board Date ATTEST: _____________________________________ Clerk of the Board Date APPROVED as to FORM: _____________________________________ Deputy County Attorney Date CA00158 Page 13 of 14 ADES: Arizona Department of Economic Security _______________________________________________ Yesenia Sandoval, Chief Procurement Officer Date DI26-002481 ADES Agreement No. Arizona Attorney General’s Office ________________________________________________ Assistant Attorney General Date CA00158 Page 14 of 14 EXHIBIT 1 Maricopa County One-Stop Career Centers Holiday Schedule January New Year’s Day MLK Civil Rights Day February President’s Day May Memorial Day July Independence Day September Labor Day November Veteran’s Day Thanksgiving Day Day after Thanksgiving December Christmas Day