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Page 1 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT INTERGOVERNMENTAL AGREEMENT FOR SERVICES BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT Agreement Number: Agreement Amount: $6,468,438 Agreement Start Date: January 25, 2023 Agreement Termination Date: December 31, 2024 ALN Number: 21.027(Coronavirus State and Local Fiscal Recovery Funds) UEI #: L2V3TUBLQR27 1.0 PARTIES This financial Intergovernmental Agreement (“Agreement”) is between the Maricopa County Community College District (“Subrecipient”) and Maricopa County (“County”) administered by its Human Services Department, (“Department”), and pertains to advancing the educational and career opportunities for residents of Maricopa County. The County and the Subrecipient collectively are referred to as the “Parties” and individually as the “Party.” 2.0 PURPOSE The Subrecipient shall provide Maricopa County residents with opportunities to advance in their careers through workforce training programs while providing wraparound supports that address the barriers to accessing and completing training and employment programs, such as childcare and transportation. Top tier training, education, and workforce navigation services will be provided to Maricopa County residents enrolled in approved programs at the Maricopa County Community Colleges. 3.0 TERM OF AGREEMENT 3.1 The term of this Agreement is from January 25, 2023, through December 31, 2024. 3.2 This Agreement shall be effective upon approval and signature by both Parties. 4.0 AMENDMENTS Any changes to this Agreement shall be effective only in a written amendment signed by both Parties. 5.0 TERMINATION 5.1 The Parties may cancel this Agreement without penalty or further obligation, under A.R.S. § 38-511. Either Party may terminate this Agreement at any time by giving the other Party at least thirty (30) calendar days prior notice in writing (unless terminated by a Party under the Availability of Funds provision). Either Party may terminate for convenience by providing 30 calendar days advance notice. 5.2 This Agreement will terminate upon the expiration of the Termination Date as stated on page 1 of this Agreement, if not terminated by one of the methods listed below. 5.3 The County has the right to terminate this Agreement upon twenty-four (24) hour notice: Page 2 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 5.3.1 when it deems the health or welfare of the service recipients are endangered, or 5.3.2 when the other Party’s noncompliance jeopardizes funding source financial participation. 5.4 In accordance with 2 C.F.R. §§ 200, et seq., the County may suspend or terminate this Agreement: 5.4.1 if the Subrecipient violates any material term or condition of this Agreement, 5.4.2 if the Subrecipient fails to maintain a good-faith effort to carry out the purpose of this Agreement, 5.5 The Party initiating the termination shall notify the other Parties in writing stating the reasons for such termination. The Parties shall agree upon the termination conditions including the effective date of the termination. 5.5.1 a cancellation notice shall be effective when the recipient receives a written notice of cancellation unless the notice specifies a later date. 5.5.2 the notice shall be given by either personal delivery or registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in the Notices paragraph of this Agreement. 6.0 ADMINISTRATIVE CHANGE ORDERS 6.1 The Chairman of the Board of Supervisors is authorized upon the recommendation of the Human Services Department Director and Legal Counsel to make changes within the general scope of the Agreement on behalf of the County through Administrative Change Orders. The Subrecipient’s signing authority, or their designee, is authorized to approve and sign Administrative Change Orders on behalf of Subrecipient. Administrative Changes shall be approved by both Parties and fully executed by the Chairman of the Board of Supervisors and Subrecipient. Administrative Change Orders may address any of the following areas: 6.1.1 Modifications to the project timeline if the last day of the project timeline is within the Agreement term; 6.1.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 6.1.3 Modifications required by federal, state, or County regulations, ordinances, or policies; and 6.1.4 Modifications to Administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by the U.S. Department of Treasury or local regulations, policies, or requirements. 7.0 FUNDING The County shall provide the Subrecipient with $6,468,438 in Assistance Listing Number (ALN) 21.027, Coronavirus State and Local Fiscal Recovery Funds provided to the County through the U.S. Department of Treasury. 8.0 AVAILABILITY OF FUNDS 8.1 This Agreement and the Parties’ obligations under it shall become effective when funds assigned for the purpose of compensating the Subrecipient are available to the County for disbursement. The County shall be the sole authority in determining the availability of funds under this Agreement, and the County shall keep the Subrecipient fully informed as to the availability of funds. 8.2 If any action is taken by any federal, state, local agency, or any other agency or instrumentality other than the Parties to amend, suspend, or terminate its fiscal Page 3 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT obligation under or provided in connection with this Agreement, then the Parties may amend, suspend, or terminate this Agreement. In the event of termination, the Parties shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services were performed in accordance with the provisions of this Agreement. The Parties shall give written notice of their intent to suspend performance or intent to terminate this Agreement under this section at least ten (10) calendar days in advance. 9.0 SCOPE OF WORK 9.1 Joint responsibilities of the Parties: 9.1.1 Meet to identify educational programs at MCCCD locations throughout Maricopa County that will be funded by this Agreement which are aligned with the Local Workforce Development Board’s (WDB) in-demand industry clusters and employer needs. 9.1.2 Meet semi-annually to review employer needs and update the approved list of educational programs. 9.1.3 Develop a referral process in which County referred individuals are evaluated for enrollment into the training programs and supportive services. Individuals enrolled in ARIZONA@WORK Maricopa County will have priority in enrollment and placement in training programs. 9.1.4 Establish a quarterly meeting schedule to evaluate activities and progress of training programs. 9.1.5 Identify a Subrecipient point of contact for information/questions on services provided and a County point of contact for information/questions regarding WIOA eligibility. 9.2 The Subrecipient shall: 9.2.1 Provide educational and career services assistance to qualifying participants. Educational services are to assist with career advancement in high-demand employment opportunities aligned with the WDB’s in-demand industry sectors. This includes but is not limited to a targeted focus on the following pathways: 9.2.1.1 Credentialed Licensed Practical Nurse; 9.2.1.2 Early Childhood Education Certification; 9.2.1.3 Construction, including but not limited to: 9.2.1.3.1 Creating basic construction-related certifications (stackable); 9.2.1.4 Basic Behavioral Health Sciences and Advanced Behavioral Sciences Certifications; and 9.2.1.5 Pathway for Information Technology (IT) Certifications 9.2.2 Lead a full-service marketing enrollment campaign to recruit and enroll Maricopa County residents from rural and high poverty areas who have been impacted by COVID-19, to receive training in programs that are geared towards in-demand job sectors. 9.2.3 Develop a targeted, innovative enrollment campaign including but not limited to social media, digital marketing, distribution of print and digital program materials, including flyers, blogs, social media, and emails to communities and community-based organizations that serve Black, Indigenous, and People of Color (BIPOC), high poverty census tracks, single parents, youth from 16 to 24 years old, and justice-involved Page 4 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT individuals to promote the approved educational and training programs of this Agreement. 9.2.3.1 Subrecipient will submit a strategic outreach plan which will detail and outline the recruitment and retention efforts towards target individuals listed above. 9.2.4 Enroll a minimum of 250 students in training as a result of responding to a minimum of 500 individual inquiries about the program through December 31, 2024, with the MCCCD and Maricopa County ARPA approved programs. 9.2.4.1 Provide a minimum of 10 cohorts to provide training courses. 9.2.4.2 Track and report on all residents that qualify for enrollment and their progress in the approved programs. 9.2.5 Safeguarding of participant information: 9.2.5.1 The use or disclosure of any information concerning an applicant for, or recipient of, service under this Agreement is directly limited to the conduct of this Agreement. The Subrecipient and all its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall safeguard the confidentiality of this information, just as they would safeguard their own confidential information. 9.2.5.2 observe and abide by all applicable State of Arizona and federal statutes, rules, and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contracted services. To the extent permitted by law, the Subrecipient shall release information to the County, Department, Attorney General’s Office, or other designated agency as required by the County by the terms of this Agreement or by law. 9.2.5.3 comply with the requirements of the Arizona Address Confidentiality Program, A.R.S. §§ 41-161, et. seq. 9.2.6 Admission and Career Services: 9.2.6.1 Individual candidate outreach and enrollment support for admission, advising, inquiry questions, academic assessment, and class selection. 9.2.6.2 Provide WDD staff information on the assessment and eligibility criteria required for MCCCD admissions. 9.2.6.3 Identify and provide WDD with a MCCCD point of contact for referrals to the education programs. 9.2.6.4 Provide education and career guidance for all programs to participants. 9.2.6.5 Assistance with referrals to specialized support services and other MCCCD resources. 9.2.6.6 Facilitate individual learning plan for skills and work readiness training. 9.2.6.7 Success coach for program success, job readiness, and interview preparation. 9.2.7 Business Development, Hiring Employer Acquisition and Hiring Events: 9.2.7.1 Community and partner outreach to support participant recruitment. Page 5 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 9.2.7.2 Hiring employer acquisition to support participant career obtainment. 9.2.7.3 Collaborate with and leverage WDD Business Services staff to facilitate employer networking/hiring events and interview sessions. 9.2.7.4 Provide work-based learning opportunities for participants, that have completed training and received a degree, credential or certification allowing them to gain work experience, that will be utilized to develop their employability skills. 9.2.7.5 Collaborate with WDD Business and Community Services team to support employer referrals and job placement of participants upon training completion. 9.2.8 Program Administration procedures: 9.2.8.1 Coordinate with colleges on identified programs, modality options and locations of each. 9.2.8.2 Cross divisional collaboration to include workforce and economic development, academic and student affairs, and business services. 9.2.8.3 Collaborate with WDD staff to facilitate enrollment in WIOA programs as appropriate to support successful training and employment outcomes. 9.2.8.4 Stipend and scholarship facilitation and administration. 9.2.8.5 Provide required data to MCHSD WDD monthly for case management (e.g., enrollment reports, individual/aggregate completion results, hiring data and follow-up program logistics, enrollment management). 9.2.8.6 Ensure accurate and timely submission of invoicing including appropriate background documentation. 9.2.9 Reporting 9.2.9.1 Subrecipient shall track and record performance measure data for all services performed under the Agreement. 9.2.9.2 Subrecipient will be responsible for providing performance and financial reports and backup documents quarterly to the Director. The Director may ask for additional supporting documentation as necessary. Quarterly reports are due by the 15th calendar day of the month following the end of the quarter. (Quarters run on a fiscal year basis July 1-June 30). 9.2.9.2.1 Quarter 1-July 1 through September 30 9.2.9.2.2 Quarter 2-October 1 through December 31 9.2.9.2.3 Quarter 3-January 1 through March 31 9.2.9.2.4 Quarter 4-April 1 through June 30 9.2.9.3 Quarterly Reports will include: 9.2.9.4 A list of names and contact information of all persons who inquired about services, are currently receiving services, or who have received the contracted services, including but not limited to those eligible for additional WIOA services or seeking employment services, Date of Inquiry, Inquiry Outcome (Enrolled or Not Enrolled), Date of Program Enrollment, Projected Program End Date, Program Name Page 6 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 9.2.9.5 Performance information/measures on services provided for the prior three months and must include: 9.2.9.5.1 An executive summary of activities performed. 9.2.9.5.2 Detailed performance as required for each service type. 9.2.9.5.3 For services provided to underemployed persons, the Subrecipient shall provide average percentage increases in wage/salary (estimated or actual) for all persons served. 9.2.9.5.4 Summary demographic information on participants served which includes gender, race, ethnicity, and age. 9.2.9.5.5 Summary information on those served who are identified as single parents at time of enrollment. 9.2.9.5.6 Summary information on those served who are identified as justice-involved at time of enrollment. 9.2.9.6 Detailed financial reports showing expenditures for each program and a cost per participant. 9.2.9.7 Detailed information on individuals referred for Maricopa County Human Services Department programs to ensure wrap around services are made available to participants. 9.2.9.7.1 Number of unique individuals provided referrals, and types of referrals. 9.2.9.8 Annual reports are due by the 15th of July. Annual reports shall include: 9.2.9.8.1 Summary performance information on all applicable performance measures. 9.2.9.8.2 Summary, financial information on services provided including amount spent by services provided. 9.2.9.8.3 Projected expenditures and performance levels. 9.2.9.8.4 An executive summary of all work conducted during the year, barriers to providing service, plans to address those barriers, and any other information the County should be aware of. 10.0 METHOD OF PAYMENT 10.1 The Subrecipient agrees to submit monthly quarterly reimbursement requests to the County no later than the 15th calendar day after previous month quarter close out. 10.2 The County shall reimburse the Subrecipient for actual allowable costs incurred, following submittal by the Subrecipient of an invoices and back-up documentation, expenditures must be separated between educational and career assistance provided and administrative costs, except for the upfront payment(s) requested in 10.2.9 for stipends: 10.2.1 Funding to cover the cost of tuition, fees, and essential wrap around supports (not to exceed $5,000,000): 10.2.2 Up to $5,000 in tuition, fees, and textbooks. (Additional $1k on case by case) 10.2.3 Up to $500 in Training Related Expenses (Reimbursement model) 10.2.4 $1,500/mo. for student parents with a dependent 13 years or younger (up to six months) Page 7 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 10.2.5 $1,000/mo. for those without a dependent 13 years or younger (up to 6 months). 10.2.6 Completion Award up to $500 10.2.7 $250 distributed once certificate of completion/Industry credential is uploaded. 10.2.8 Final $250 distributed upon reporting of employment outcomes. 10.2.9 Upfront payment to Subrecipient of $2,000,000.00 to cover stipends out of requested $5,000,000.00. Additional upfront payments might be needed to support the stipends as the project proceeds. 10.2.10 Funding to cover program delivery fees $1,041,566 ($520,783/year) 10.2.11 Funding to cover program administration fees $426,872 ($213,436/year) 10.3 The Subrecipient shall submit to the County a Request for Reimbursement of all expenditures within the same fiscal year in which the expenditures are incurred. The fiscal year runs July 1st through June 30th, and all Requests for Reimbursement shall be submitted no later than July 30th for the preceding fiscal year. 10.4 The Subrecipient shall submit invoices to hsdfinance@maricopa.gov. 10.5 Reimbursement by the County is not to be construed as final in the event that the Department of the Treasury disallows reimbursement for the activity or any portion thereof. 10.6 The County shall reimburse the Subrecipient on a net 0 payments standard. 10.7 The Subrecipient shall submit the final reimbursement request no later than 10 calendar days after the termination date. 11.0 DISALLOWED COSTS 11.1 The applicable cost principles set forth in the Code of Federal Regulations, 48 C.F.R., Chapter 1, Subchapter E, Part 31 including later amendments and editions on file with the Arizona Secretary of State and incorporated by this reference, shall be used to determine the allowability of incurred costs for the purpose of reimbursing costs under Agreement provisions that provide for the reimbursement of costs. Those costs that are specifically defined as unallowable in 48 C.F.R., Chapter 1, Subchapter E, Part 31 therein will not be submitted for reimbursement by the Subrecipient and may not be reimbursed with County funds. 11.2 The Subrecipient shall follow cost principles as outlined in Office of Management and Budget (OMB) Uniform Guidance, 2 C.F.R. §§ 200, et seq. 12.0 NOTICES Notifications and communications concerning this Agreement shall be directed to the following: Subrecipient: Maricopa County Community College District Jason Weinstein 2411 W. 14th Street Tempe, AZ 85281 480-377-2702 jason.weinstein@domail.maricopa.edu Maricopa County: Human Services Department Jacqueline Edwards, Director 234 N. Central Avenue 3rd Floor Phoenix, AZ 85004 602-506-4812 Jacqueline.Edwards@maricopa.gov Page 8 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 13.0 EMPLOYMENT DISCLAIMER 13.1 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. 13.2 The Subrecipient agrees that no individual performing under this Agreement on behalf of the Subrecipient 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 or apply to any such individual. The Subrecipient 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 shall indemnify, defend, and hold harmless the County with respect to the foregoing. 13.3 The County agrees that no individual performing under this Agreement on behalf of County may be considered a Subrecipient agent, employee, or representative and that no rights of Subrecipient civil service, Subrecipient retirement, or Subrecipient personnel rules shall accrue or apply to any such individual. The County 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 the County shall indemnify, defend, and hold harmless the Subrecipient with respect to the foregoing. 14.0 GENERAL REQUIREMENTS 14.1 The terms of this Agreement shall be construed in accordance with Arizona law and the applicable laws and regulations of the American Rescue Plan Act. Any lawsuit arising out of this Agreement shall be brought in the appropriate court in Maricopa County, Arizona. 14.2 The Subrecipient 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. 14.3 The Subrecipient is an independent contractor in the performance of work and the provision of services under this Agreement and is not to be considered an officer, employee, or agent of the County. 14.4 The Subrecipient shall comply with the applicable regulations prohibiting a conflict of interest. The Subrecipient shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or other organization that has a substantial interest in Subrecipient's organization or with which the Subrecipient (or any of its directors, officers, owners, trust certificate holders, or a relative thereof) has a substantial interest, unless the Subrecipient has made full written disclosure of the proposed payments to the County and has received written approval for the payments. 14.5 For purposes of this provision, the terms "substantial interest" and "relative" shall have the meanings prescribed by A.R.S. § 38-502. 14.6 The Parties specifically acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, any reference to a requirement pertaining to a statute, ordinance, law, rule, regulation, or published guidance/circular shall apply Page 9 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT only insofar as the statute, ordinance, law, rule, regulation, or published guidance/circular is applicable to this Agreement and the Party against whom the requirement is being enforced. 15.0 ASSIGNMENT AND SUBCONTRACTING 15.1 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 County. The Subrecipient shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the County agrees otherwise. 15.2 In accordance with 2 C.F.R. §200.331, the Subrecipient may make a “Subaward” as a pass-through entity for the purpose of carrying out a portion of the federal award. The Subrecipient will make determinations classifying recipients of federal funds as a Subrecipient. 16.0 DISPUTES 16.1 The Parties may attempt to informally resolve any dispute arising out of this Agreement for a reasonable period of time, which shall not exceed one hundred twenty (120) calendar days of notification of dispute: 16.1.1 The Subrecipient shall notify the Department Director in writing of a dispute. 16.1.2 The Director shall respond in writing to the Subrecipient within fourteen (14) business days. 16.1.3 The decision of the Director shall be final and conclusive unless, within seven (7) business days after the date the Subrecipient is served with the decision, the Subrecipient files a written notice of appeal. 16.1.4 Pending a final decision of the Director, the Subrecipient shall diligently proceed with its performance of this Agreement in accordance with the Director’s decision. 16.1.5 If a dispute is not resolved, the Parties may opt to: 16.1.5.1 Obtain input from respective Legal entity, or 16.1.5.2 Terminate the Contract 17.0 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 of this Agreement, and the remaining provisions shall remain in full force and effect. 18.0 STRICT COMPLIANCE A Party’s acceptance of the other Party’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. 19.0 SINGLE AUDIT ACT REQUIREMENTS The Subrecipient is in receipt of federal funds through the County and is 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.). The Subrecipient shall comply with 2 C.F.R. 200, Subpart F. Upon completion, such audits shall be made available for public inspection. Audits shall be made available to the County within the twelve (12) months following the close of the fiscal year. The Subrecipient shall take corrective actions within six (6) months of the date of receipt of audit findings. The County shall consider sanctions Page 10 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT as described in 2 C.F.R. § 200.505 if it is determined by the County that the Subrecipient is not in -compliance with the audit requirements. 20.0 AUDIT REQUIREMENTS In accordance with A.R.S § 9-481, the Subrecipient shall, at its own expense, file with the County by March 31st of each Agreement year, either: 1.1 Audited financial statements prepared in accordance with federal single audit requirements; or 1.2 Financial statements prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant; or 1.3 A Comprehensive Annual Financial Report, prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. 21.0 AUDIT DISALLOWANCES 21.1 The Subrecipient shall, upon written notice, 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. Court costs and attorney and expert fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. 21.2 If the County determines that a cost for which payment has been made is a disallowed cost, then the County will notify the Subrecipient in writing of the disallowance and the required course of action, which shall be at the option of the County, either to adjust any future claim submitted by the Subrecipient by the amount of the disallowance or to require immediate repayment of the disallowed amount by the Subrecipient issuing a check payable to the County. 22.0 ADEQUACY OF RECORDS If the Subrecipient’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, then the Subrecipient shall reimburse the County for the services not supported and documented. 23.0 PROPERTY 23.1 Any County 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 County, and title to all such property shall revert to the County upon the expiration or termination of this Agreement. The costs to repair such property are the responsibility of the Subrecipient within the limits budgeted in this Agreement. 23.2 Any Subrecipient property furnished or purchased pursuant to the terms of the Agreement shall be utilized, maintained, repaired, and accounted for by the Subrecipient. Repair costs of such property shall be the responsibility of the Subrecipient. 24.0 LIMITATION ON LIABILITY 24.1 The County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the Subrecipient or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring Page 11 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT in the performance of this Agreement, nor shall the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the Subrecipient or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement. 24.2 The Subrecipient and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the County or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Agreement, nor shall the Subrecipient and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the County or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement. 25.0 GENERAL 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 and expert fees) (collectively referred to as “Claims”) either arising from or related to breach of this Agreement, but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. 26.0 INSURANCE Each Party is a public entity. For such reason, insurance policy requirements shall not apply. Instead, each Party shall provide the other Party a Certificate of Self-Insurance equal to: General Aggregate $3,000,000 Each Occurrence Limit $1,000,000 Sexual Abuse/Molestation $2,000,000 27.0 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. The provision applies to work performed by Subrecipients or Subcontractors at all tiers. 28.0 TECHNICAL ASSISTANCE The County will provide reasonable technical assistance to the Subrecipient to assist in complying with state and federal laws, and regulations, and accountability for diligent performance and compliance with the terms and conditions of this Agreement and all Page 12 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT applicable laws, regulations, and standards. However, this assistance in no way relieves the Subrecipient of full responsibility and accountability for its actions and performance in compliance with the terms of this Agreement. 29.0 CLEAN AIR ACT The Subrecipient agrees to 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 of this Agreement. 30.0 LOBBYING 30.1 No federal appropriated funds have been paid or will be paid by or on behalf of the Subrecipient 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 agreement, 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 agreement, grant, loan, or cooperative agreement. 30.2 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 agreement, grant, loan or cooperative agreement, then the Subrecipient shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. 31.0 RELIGIOUS ACTIVITIES The Subrecipient warrants that none of its costs and none of the costs incurred by the Subrecipient or any of its Subcontractors will include any expense for any religious activities. 32.0 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services contributed by the County or the Subrecipient or any Subcontractor under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 33.0 COVENANT AGAINST CONTINGENT FEES The Subrecipient warrants that no persons or entities have been employed or retained by it 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. 34.0 RIGHTS IN DATA The County 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 under it. 35.0 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 Page 13 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT license to reproduce, publish, and otherwise use and to authorize others to use, all copyrighted material and all material that may be copyrighted because of this Agreement. 36.0 AGREEMENT COMPLIANCE MONITORING/AUDITING 36.1 The County will annually monitor the Subrecipient's compliance for fiscal and programmatic performance under the terms and conditions of this Agreement and applicable regulations depending on funding source and the County. On-site visits for compliance monitoring may be made by the County or its grantor agencies (or by both the County and its grantor agencies) at any time during the Subrecipient's normal business hours, announced and/or unannounced. For auditing purposes, the County shall provide the Subrecipient with 30-days’ advance notice of any proposed on- site visit. During an on-site visit(s), the Subrecipient shall make all of its records and accounts related to work performed or services provided under this Agreement available to the County for inspection and copying. 36.2 The County shall request information for fiscal monitoring/audit per Office of Management and Budget (OMB) Uniform Guidance 2 C.F.R. § 200, to include: 36.2.1 Financial Management 2 C.F.R. § 200.302 36.2.2 Internal Controls 2 C.F.R. § 200.303 36.2.3 Bonds 2 C.F.R. § 200.304 36.2.4 Federal Payment 2 C.F.R. § 200.305 36.2.5 Cost Sharing or Matching 2 C.F.R. § 200.306 36.2.6 Program Income 2 C.F.R. § 200.307 36.2.7 Revision of Budget and Program Plans 2 C.F.R. § 200.308 36.2.8 Modifications to Period of Performance 2 C.F.R. § 200.309 36.2.9 Insurance Coverage 2 C.F.R. § 200.310 36.2.10 Record Retention and Access 2 C.F.R. §§ 200.334 – 200.338 36.2.11 General Procurement Standards 2 C.F.R. § 200.318 36.2.12 Indirect (F&A) Costs 2 C.F.R. § 200.414 36.2.13 Compensation-Personal Services 2 C.F.R. § 200.430 36.2.14 Audit Requirements 2 C.F.R. §§ 200.501-200.517 37.0 CONTINGENCY RELATING TO OTHER AGREEMENTS AND GRANTS 37.1 The Subrecipient shall, during the term of this Agreement, within 15 business days from acceptance, inform the Director 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. The Subrecipient’s failure to notify the County of any such agreement shall be a breach of this Agreement and the County may immediately terminate this Agreement without liability. 37.2 The Director may request, and Subrecipient shall provide within a reasonable time, which shall not exceed ten (10) business days, a copy of all such other agreements or grants, when, in the opinion of the Director, the award of the agreement or grant may affect the costs being paid or reimbursed under this Agreement. 37.3 If the Director determines that the award to the Subrecipient of such other agreements or grants has affected the costs being paid or reimbursed under this Agreement, then the Director shall prepare an amendment to this Agreement Page 14 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT effecting a cost adjustment. If the Subrecipient disputes the proposed cost adjustment, then the dispute shall be resolved pursuant to the "Disputes" paragraph of this Agreement. 38.0 MINIMUM WAGE REQUIREMENTS The Subrecipient warrants that it shall pay all of its employees who are engaged in either performing work or providing services under the terms of 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.), by law and regulation, and, as applicable, Executive Order 13658, as amended, and as specified by Arizona law. 39.0 RECOGNITION OF COUNTY SUPPORT The Subrecipient shall give recognition to the County and the funding source for its support when the Subrecipient publishes materials or releases public information that is paid for in whole or in part with funds received by the Subrecipient under this Agreement. 40.0 NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS The Subrecipient, in connection with any services or other activities 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. The Subrecipient shall include this clause in all its Subcontracts. 41.0 DISABILITY REQUIREMENTS The Subrecipient agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 41-2532 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. 42.0 EQUAL EMPLOYMENT OPPORTUNITY 42.1 The Subrecipient shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. 42.2 The Subrecipient 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 sexual identity, gender identity, 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. 42.3 The Subrecipient shall and shall cause its Subcontractors to comply with: 42.3.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 42.3.2 the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 42.3.3 the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 42.3.4 the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and 42.3.5 Arizona Executive Order 2009-09, as amended, which mandates that all persons shall have equal access to employment opportunities. Page 15 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 43.0 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Agreement, the Subrecipient agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. §§ 200, et seq. 44.0 RETENTION OF RECORDS 44.1 This provision applies to all financial and programmatic records, supporting document, statistical records, and other records of the Subrecipient that are related to this Agreement. 44.2 The Subrecipient shall retain all records relevant 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, and the County, federal and state auditors and any other persons duly authorized by the County shall have full access to, and the right to examine, copy, and make use of any and all of the records. 45.0 IMMIGRATION LAWS AND REGULATIONS 45.1 Federal Immigration and Nationality Act 45.1.1 The Subrecipient understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Subrecipient agrees to comply with the IRCA in performing under this Agreement and to permit the County to inspect personnel records to verify such compliance. 45.1.2 By entering into this Agreement, the Subrecipient warrant 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. The Subrecipient shall obtain statements from their subcontractors certifying compliance and shall furnish the statements to the County upon request. These warranties shall remain in effect through the term of the Agreement. The Subrecipient and their subcontractors 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. 45.1.3 The County may request verification of compliance for any employee or Subcontractor performing work under the Agreement. Should the County suspect or find that the Subrecipient or any of its Subcontractors are not in compliance, then the County may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Agreement for default, and suspension or debarment (or both) of the Subrecipient. All costs necessary to verify compliance are the responsibility of the Subrecipient or its Subcontractor. 45.2 Arizona Law: The Subrecipient warrants that it is in compliance with A.R.S. § 41- 4401 (e-verify requirements) and further acknowledges that: 45.2.1 That then Subrecipient and its contractors, 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; 45.2.2 A breach of a warranty under this Subparagraph 45.2 shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; and Page 16 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 45.2.3 The County and any contracting government entity retain the legal right to inspect the papers and employment records of any Subrecipient or Vendor employees who works on this Agreement to ensure that the Subrecipient or contractor is complying with the warranty provided under this Subparagraph 45.2 and that the Subrecipient agrees to make all papers and employment records of those employees available during normal working hours in order to facilitate such an inspection. 46.0 DRUG FREE WORKPLACE ACT The Subrecipient shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that Subrecipients 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. 47.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION 47.1 The undersigned, by signing this Agreement, represents that he/she has the authority to bind the Subrecipient to the terms of this Certification. The Subrecipient, as the primary participant in accordance with 2 C.F.R. Part 180, certifies to the best of its knowledge and belief that it and its principals: 47.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 47.1.2 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; 47.1.3 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 Sub-subparagraph 47.1.2 above; and 47.1.4 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. 47.2 The Subrecipient agrees to include, without modification, this clause in all lower tier covered transactions (i.e., transactions with Subcontractors) and in all solicitations for lower tier covered transactions related to this Agreement. 48.0 SUBRECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS: 48.1 The Subrecipient agrees that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies established at 41 U.S.C. § 4712 by Section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and Section 3.908 of the Federal Acquisition Regulation; Page 17 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 48.2 The Subrecipient shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by the Subrecipient, and copies provided to County upon request; and 48.3 The Subrecipient shall insert the substance of this clause, including this paragraph in all subcontracts over the simplified acquisition threshold ($250,000 as of June 2021). 49.0 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 If the Subrecipient engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, then the Subrecipient certifies it is not currently engaged in, and agrees for the duration of this Agreement not to engage in, a boycott of goods and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 50.0 SURVIVAL The indemnification, hold harmless, defense, and non-liability provisions of this Agreement shall have full force and effect notwithstanding any other provisions in this Agreement and shall survive the termination or expiration of this Agreement. 51.0 DEFAULT AND REMEDIES FOR NONCOMPLIANCE 51.1 Notwithstanding anything to the contrary, this section shall not be deleted or superseded by any other provision of this Agreement. 51.2 This Agreement may be immediately terminated by either Party if the other Party defaults by failing to perform any material objective or breaches any material obligation under this Agreement, or any event occurs that materially jeopardizes a Party’s ability to perform any of its obligations under this Agreement. A Party will not be in default until the other Party provides reasonable notice of the default, and an opportunity to cure, which shall be a minimum of thirty (30) days. 51.3 Failure to comply with the requirements of this Agreement and all the applicable federal, state, or local laws, rules, and regulations may result in suspension or termination of this Agreement, the return of unexpended funds (less just compensation for work satisfactorily completed that, to date, has not been paid), the reimbursement of funds improperly expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not limited to: 51.3.1 Non-performance of any material obligations required by this Agreement. 51.3.2 Noncompliance with any applicable federal, state, or local laws, rules, or regulations. 51.3.3 Unauthorized expenditure of funds. 51.3.4 Noncompliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 C.F.R. § 200 et seq. 51.3.5 Noncompliance with recordkeeping, record retention, or reporting requirements. 51.4 Notwithstanding the suspension or termination of this Agreement, or the final determination of the proper disposition of funds, the defaulting Party shall, without intent to limit or with restrictions, be subject to the following: 51.4.1 Acknowledge that suspension or termination of this Agreement does not affect or terminate any rights against the defaulting Party at the time of suspension or termination, or that may accrue later. Nothing herein shall Page 18 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT be construed to limit or terminate any right or remedy available under Agreement or rule. 51.4.2 Waiver of a breach or default of any term, covenant, or condition of this Agreement or any federal, state, or local law, rule, or regulation shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, condition, law, rule, or regulation. 51.5 The defaulting Party shall, upon notice or with knowledge obtained by itself or others, take any and all proactive actions necessary, and provide any and all applicable remedies to address and correct any act by itself, and any and all of its agents, representatives, officers, officials, directors, employees, volunteers, successors, assigns, or Subcontractors that resulted in any wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or improper disposition of funds; any violation of any applicable federal, state, or local law, rule, or regulation; or the breach of any certification or warranty provided in this Agreement. 52.0 ADMINISTRATIVE REQUIREMENTS 52.1 Accounting Standards - The Subrecipient agrees to comply with this Agreement and to adhere to the accounting principles and procedures required to utilize adequate internal controls and maintain necessary source documentation for all costs incurred, as well as any applicable federal laws and regulations. The Subrecipient further agrees to maintain an adequate accounting system that provides for appropriate grant accounting (including calculation of program income, if any). 52.2 Repayment of Funds – The Subrecipient agrees to repay funds provided under this Agreement for noncompliance with the terms of this Agreement. Repayment shall be in accordance with the terms of this Agreement or the requirement of applicable laws and regulations, including continuing use compliance. The County may specify in writing, the terms of the repayment or alternative terms in lieu of repayment. However, in no case shall repayment or alternative terms be accomplished later than sixty (60) calendar days following the written determination of noncompliance by the County. 52.3 Documentation and Record Keeping - The Subrecipient agrees to comply with this Agreement and the following record keeping requirements: 52.3.1 Records to be maintained - The Subrecipient shall maintain all financial records as required by 2 C.F.R. § 200, and OMB Circulars; 52.3.2 UEI Number and SAM Profile - Subrecipient shall have a valid Unique Entity Identifier (UEI) number and maintain an active profile in the Federal System for Award Management (SAM.gov). 52.3.3 Records Retention - The Subrecipient shall retain all records pertinent to this Agreement for a period of six (6) years after all ERA requirements have been met. In the event of litigation, a claim, or an audit is begun before the expiration of this retention period, said records shall be retained until all such action or audit findings involving the records have been resolved. 52.3.4 Disclosure - The Subrecipient understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the County's or the Subrecipient's responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service. Page 19 of 19 MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT 52.3.5 Property Records - The Subrecipient shall maintain property and equipment inventory records that clearly identify properties and equipment purchased, improved, or sold. Properties and equipment retained shall continue to meet eligibility criteria and shall conform to the use of property and equipment. IN WITNESS, the Parties have approved and signed this Agreement: APPROVED BY: MARICOPA COUNTY COMMUNITY COLLEGE DISTRICT APPROVED BY: MARICOPA COUNTY ___________________________________ James H. Curtin Date Senior Associate General Counsel ____________________________________ Chairman, Board of Supervisors Date Attested to: Juanita Garza Date Clerk of the Board APPROVED AS TO FORM: General Counsel Date APPROVED AS TO FORM: Deputy County Attorney Date