106

nvworkforceconnections.orgnvworkforceconnections.org/wp-content/uploads/2016/10/PSCs-for-11...mu¡ncp¡1, code, as amended, ... cs$..p.'hoject consulting llc ' 1349 galleria dr 2oo

  • Upload
    ngodung

  • View
    231

  • Download
    0

Embed Size (px)

Citation preview

tv 0r k l'0 rcc CON N EC'f I O N S' ftopt¡. fÀR¡Ht ntrrlr l(ìiÍ1il¡trl9

I have read and reviewed the listed below amendment to Professional Service Contract(PSC) WC-r4-PSC-CST-oz, and it is approved for final signatures.

Contractor Name: CST Project Consulting

Sub-award ID Number: WC-r+-PSC-CST-oz

Program/Project Name: CST Project Consulting

Authorized Signatures

Jim KosteckiWorkforce ConnectionsChief Financial Offïcer

Ardell GalbrethWorkforce ConnectionsExecutive Director

fu'/røDate:

L

Worldorce Connections is ¿n equal opportunity employer/program69go West Clrarleston Blvd Suite r5o Lac Vegas Nevada 89146 Phone; (Zoz) 6gA-AZSo Fax: (7or) 658-8ZZ+

Worldorce Connections - Contracting v-.Documentation processed and prepared by:

Bmilio Pias l-i\ )WorHorce Cqfrnections Quglitf Assurance

Date: o8-29-zot6 Signature [----\--

Sub-award No.WC-r4-PSC-CST-o¿

Worldorce Connections6g9o West Charleston Blvd. Suite r5oLas Vegas Nevada 89146Telephone: (Z oz) 6gB-82 SoFax: (To¿) 698-8ZZq

ModificationNo.2

Modi{ication Start Date :

0ctober otr2o:6

(g

ô..qÅ

"ugeuo¡ bOê((tTf o¡a.E(À,Oo)'Ê (t)L(!â{

Contractor:CST Project Consulting6916 Bienville St.Las Vegas, Nevada 89rgrTelephone: (Zoz) q¿6-6Sgg

Modification End Date:Januarygrrz,oaT

Purpose ofPSC:

Technical assistance in the area of fiscal accountabiliry services.

Amount Total

PSC prior amount: $z4s,r6o.oo $e45,16o.oo

Amended obligation amount: $54,ooo.oo $g4,ooo.oo

c.YØ!g6údTJ ¡ircõ€Ëa,E- The amended amount reimbursed as a

result of this modification shall notexceed:

$z99,16o.oo $e99,16o.oo

Was the PSC body amended in any other manner?(if,yes please attaeh amended sectíon) Yes: E No: ü

Was attachment A amended?(if yes please attach amended section) Yes: ü No: E

Was attachment B amended?(íf ges please attach amended sectíon) Yes: I No: il

Was the "Statement of Compliance" amended?(íf yes please attach amended section) Yes: Ë No: I

Were "Assurânces, Certifications and Other Provisions" amended?(if yes please attach amended section) Yes: Ü No: E

v)

oPcld()

àv)

rd

ô()H

U2

¡{0)

Ê{

Comments:¡ Amendment to Professional Service Contract (PSC) - Budgeted Scope of Services.¡ See attachments included with this form.r Notice of amendment included.

"All other terms and conditions not changed by this (or prior) amendment(s) remain in fulIforce and effect."

AcceptanceIn witness hereof, the parties have affixed theirbelow.

on the day, month and year writtenâut2ßKâtures

C nrot S Írvntr,, {¡J\ Ar\o, heY'Printed orTyped Ñãrné ãnddUã \-----f

rb¡

Authorized

orTyped Name

Approval:

TitleL

Authorized Officer

v u r k. f'* r a' r t:{rN NU,CT {* N S' 74/.tt tt. 1,^4,tHtatrttr t r¿l\tttu irç\5

Professional Service Contract - odification

Workforce Connections is an equal opportunity employer/program6g80 West Charleston Blvd Suite r5o Las Vegas Nevada 89t46 Phone: Qoz) 698-A7go îax: (7oz) 6SA-AZy+

.,,: -r*g;it-jiilffin' o r k.f o rc e CONN ECTI ONS

l'lilt,it l rli:.t iL\lltt'\ l'{}\\ììiiltt[\.

('otttt<:t titty l:ntpltt.t cr.s t¡¡ t llctil.t ll rn Llon r

Notice of AmendmentDate: Monday, August zg, zot6CST Project ConsultingProfessional Service Contract (PSC)WC-r4-PSC-CST-ozAmendment to PSC No. z

Terms and conditions of modification:

The PSC between Workforce Connections (WC) and CST Project Consulting (theConsultant) which was executed by the parties on January 27, zor5 andsubsequently amended on August 29, zo16 is hereby amended by mutualagreement.

For and in consideration of mutual promises and their valuable consideration, allprovisions and assurances of the original agreement or subsequent amendmentsremain in full force and effect with the exception of changes specified in thisamendment.

It is mutually understood and agreed by the undersigned contracting parties toamend the previously executed PSC as follow:

This amendment changes the following:1. This amendment changes item No. g (b)

"Compensation"The rate of the consultant's compensation is $9o.oo per hour for the first 4Bo hours,$7z.oo per hour for 535 hours, and $9o.oo for the remaining 6oo hours.

z. Attachment "B"Budgeted Scope of ServicesThis amendment increases the contract amount by $S4,ooo.oo. The totalamount reimbursed shall not exceed $z99,16o.oo (see attachment "8").

Incorporated documents to this notice:o Attachment "8" Budgeted Scope of Serviceo PSC - Amendment/Modification form

(,330 ll'. ('lnrlc,tton lll*1. .\ìttite l5(]. lts Iegos. NI',\9 lJó l'l¡t¡ttc: (70:) ó3,\-,\750 ¡:,,¡: ¡7(t2) (,38-11771

Attachment B

BUDGETEDSCOPE OF SERVICES:

Technical assistance in the area of fiscal accountability services.

Projected Cost

Original contract amount$ 163,44o.oo

Amendment No. r

Task order compensation - $9o.oo @ 48o hours $ 4g,2oo.oo

Task order compensation - # 7z.oo @ SgS hours $ 38,5zo.oo

Amendment No. z [August zo16]

Task order compensation - $9o.oo @ 600 hours $ s4,ooo.oo

Subtotal: $ L31,72o.oo

Total PSC amount shall not exceed: $ z99,16o.oo

Note: The first 48o hours shall be paid at a rate of $9o.oo per hour, 535 hourswill be paid at a rate of $7z.oo per hour, and after this amendment is fullyexecuted the remaining 6oo hours shall be paid at a rate of $9o.oo per hour. Thetotal amount reimbursed shall not exceed $ z99,16o.oo.

6

BUSINESS LICENSECítv of f,as Vegas t Las Vegas, Nevada

INAccoRDANcEmTHTHEPR0\¡ISI0NSoFTHEmu¡ncp¡1, CODE, AS AMENDED, LICENSE IS IIEREBY

oÞnnnrn rHE BUSTNESS REFERENcED BELow'

I"AS VEGASGRANTED TO

LICENSE #: M18-05353 HENEWAL DATE:

EXPIBE DATE:

08/0112016

0810112017

CONSULTING SERVICETYPE OF LICENSË: M18 - MANAGEMENT OR

BUSINËSS CONSULTING

BUSINESS LOCATION: 6916 BIENVILLE ST

TSSUED TO:

:"

,E

f!,iì

¿

, CS$..P.'HOJECT CONSULTING LLC' 1349 GALLERIA DR 2OO

'Henderson, NV 89104

lþFuty Director, Planning

Føilure to ma.ínts.in a.n a*tiae støle.lícense or SNHD health perrnít,íf requíred', rend,er* this busíness líeense ínaalíd'

Post ín ø conspícuous Pla'ce.

Fom 1ô7atDB'

-:;g--

@SECRETARY OF s Ï¿IË.

/È r.rr xgr

NEVADA STATH BUSINESS LICENSECST PROJËCT CONSULTING LLC

Nevada Busi ness ldenfi fication # NV20l 0 1 eãgzzÏ

Expiration Þate: August 91, ZOIT

ln accordance with ritle 7 of Nevada Revised statutes, pursuant to proper application dulv filedand payment of appropriate prescribed rees, the above nämeãL nãrå¡v granted a Nevada stateBusiness License for business activities óãnbu"t"¿ within the state of Nevada.

Valid until the expiration date listed unless suspended, revoked or cancelled in accordance withthe provisions in Nevada Revised statutes. liåense is not transierauie ano is not in lieu of anylocal business ricense, permit or reg¡stiatiãn.- re rrvr rrqrrÐrçrãere

l

lN WTNESS WHEREOF, I have hereuntoset my hand and affixed the Great Sea! of State,at my offìce on June 14,2016

e"!^u-Kqf*I-BARBARA K. CEõAVSKESecretary of State

You may verify this ticense at www.nvsos.gov under the NevadaBusjness searcfi.Llcense muet be cancelled on or before its expiration date if businees activity ceases.Fallure to do so will result ¡n late fees or penalties which by law cannot be waived.

o

6@

CERTIFICATE OF LIABILITY INSURANCEDA'IE lf,XrDD'YvYYl

æl29nuøÎHIS CERÏIFICATE 13 ISSUED AS A TATÎER OF INFORTIATION OI{LY AIID CONFERS NO RIGHIS UPOI{ ÎHË CERTIFICATE I{OLDER THISCERTIFICAÎE DOES NOT AFFIRTATIVELY OR I{ECATIVELY AHEND, EXIÊI{D OR ALTER lHE COVERAOE AFFORDED BY fiE POLICIESBELOW. 1Hr8 CERflFICATE OF |IISURAT{CE DOES ilOÎ COr¡STtlUlE A COilTRACT BETWEEN ÎHÊ rSSUrr{G lr{8URER{s|, AUfiORTZEDREPRESE}IÎAN\¡E OR PRODUCE& AilD THE CERIIFICAÎE HOLDER.

ItIPORïAl{l: ll tho c.rl¡flc.to holder E rn AODITIOilAL lilSURED, thr pollcy(lcr) murt b..ndoEod, lf SUBROGAÎþ!¡ lS WAruED, rublecttom! ¡nd condltlon¡ ol th. pol|cy, co'rtiln pollcl¡¡ mry rcqulrr in e¡i¿onl'meit A tt¡tcrnent on th¡¡ c.rtlñc.to doeû not conlû dghtcertlfic.le holder In lLu ol¡uch endoúamenü3l. .

to th.to the

PROOÚCËR

Betsy Van ¡'loy

8540 S Eastem Aw Ste 180

Las Vêgas, NV 89123ntlnËn¡at

^¡rôniltö ct¡uÈn^ôE NÀlc

'rNerÞFÞ ¡ . Arle lnsrrmlm Camnanv

IIßUNEDC.sT Projoct ConsulUng, LLC84rf0 Sþ Polnte Dr. t1¿f0-388Las Vegas, NV 89131

|NEUNÊRI:

llglEEÞ C .

tiltltEt ã .

lilfùnÊn Ë !

llal¡Þ!Þ E.

THIS IS TO CERÎIFY TTIAÎ THE POTICIES OF INSURANCE LISTED BELOW HAVE EEEN ISSUED TO THE INSURED NAMEO ABOVE FOR THE POTICY PERIOOINOICAIED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACÌ OR OIHER OOCUMENÍ WTH RESPECI TO WHICH THISCERÎFICATE MAY BE ISSUED OR MAY PERTAIN, TH€ INSURANCE AFFOROED BY THE POLICIES DESCRIBED HEREIN IS SUBJECÎ TO ALL THE TERMS,EXCLUSIONS AtlD CONDIÎONS OF SUCH POLICIES. LlMllS SHOIM'¡ MAY l{AVË BEEN REOUCEO BY PAIÞ Cl.AlMS.

TYPE OF INEI.IRAT{CE N I'V NIII¡EE UTITS

GEr€i LUABtUil

LIMfI PER:

t:EACI{ æCURRËilCE I

¡I

PËRSôi\¡AL & ADV ll{JURY tGENERA AGGRÊGA'ÍE ¡PRÔDUCT!¡ . CCI/IP/OP AGG ¡

IAUTOTOELE L|ABILIW

ANY AUIOAIT OVINÊDAUTOS

SCHEDULEÞAUÎOSIIONOV1NEDrulpsHIREDrulOS

rt l.MutuÐ|NLEuMilç

BODILY lN.ruRY (Pr p.ræn) 3

BODILY INJURY (Ptr åcddonD 3

rÃvlqtf uMuÈ 3

Der clelm/aqsÞqate s

UTERËL]¡LIAB

EXCE3s LIAð

OCCUR

CT-AIMS.MADF

EACHæCURRENCE 3

AGGREGATE s

ftÊô ÞFlÉufloNt IwoR (qacorPË¡{8 'tþilAIID EIPLOYERS IIABLITYAT{Y PROPRIETOR/PARINÊR/ÞGCUIIVEOFÉICEIIEMBER ÞGLUOED?llr.r.lllo., ln lûllItyd,dEþ.mdrñBSÞtÞffi ææÉÞÂî^Nê krñ

ü N'A

I reùtAtu- I iutH-lTôâvltlFsì IÊnE-L EACH ACCOENT s

€-L DISÊASE. ËA EMPLÓYEÍ ¡Ë.L DtsÉÂsË - Pôl-cY LlMr t

A Profueslonal LiabilltyMCN000r3322160r 08n1nü8 oil11n017 S1,000,00061,000,000 $2,500 rgt€ntion

DEBCRIPTIOi¡ OF OPEnAnOilSr l¡CAnOilS r 1rEHCLËS (Aüæh ACORD l0l, Addlüm.l Rlm.rt¡ Sch.duL,lt nñ.pd b rqulndl

9HOULD ANY OF Tl{E AEOVE DESCRIBED POLICIES BE CA],¡CELLEO EEFORETHE EXPIRATION DATE IHEREOf, NOTICE WILL BE T'ELIVEREO INACCORDAÍ'¡CÊ wlll{ THE FOLICY PRO/ISlol{8.

l^/ortforae Connðdlons

039) Wost Chårleslon, Sulte I 6()

La¡Vegas, NVE9140

@

ACORD 25 (20r0r05) the AGORD n¡mo and logo.ro rogltto¡ed m.rltr of ACORDtt3oled.

t workforce CONN ECTIONSt lt OIt.t. l'^t(r NIt{til I t's. l¡(rssI$tr I I I t.s.

Connecting En¡tlo1'ers to d lleed)¡ H4n'kfitrce

Professional Service Agreement (PSA) - Amendment Request

Request Date: 08-25-2016 WC Staff: Ardell Galbreth

Contractor: CST - Project Consulting

Project: Technical Assistance in the area of accountability services.

New:Yes:No:

nX

Tlpe ofProcurement:

N RFB¡ SoleSource¡ Other

(Íf otherplease specifr): N/A

AmendmentYes: ENo: n Amendment No. e

Sub-Award ID: WC-r4-PSC-CST-oz

Board Approval Date: o8-s3-4o16

New: N/AAmount

Additional: $s4roooTotal Contract $299,16o

Term Changed:Yes: []No: A Start Date: N/A End Date: N/A

Budget Changed:Yes: INo: n

Increase PSA amount from $z4grt6o (currenttotal) to $z99116o (new contract total not toexceed).

SOW Changed:Yes: ENo: A

Comments: This modification to the PSA amount was originated by WorkforceConnections.

e(alu)oate:

6330 I4/.Chctrlestonßlt,¿l,Siuitet50, l.usltegas,NI/89146 Phone:(702)638-8750 l.'ax: (702)638-8774

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Professional Services Agreement

This Professional Service Agreement (PSA) is made and entered into as of this 1st day of December, 2017, by and between the Local Workforce Development Board (LWDB), administrative entity for local workforce investment activities, hereinafter referred to as Workforce Connections (WC), and Jani-King of Las Vegas, Inc., whose mailing address is 5828 South Pecos Road, Las Vegas, Nevada 89120, hereinafter referred to as “Contractor”. The parties hereto agree as follows:

I. Scope of Services. In compliance with all terms and conditions of this agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Attachment B and incorporated herein by this reference. Services may be referred to herein as the “services” or “work” hereunder. A. Compliance with the Law.

All services rendered hereunder shall be provided in accordance with all statutes, rules and regulations of WC and any Federal or State agency having jurisdiction in effect at the time services are rendered.

B. Licenses, Permits, Fees and Assessments.

Contractor shall obtain, at its sole cost and expense, such licenses, permits, insurance and approvals as may be required by law for the performance of the services described in this agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services described in this agreement, and shall indemnify, defend and hold harmless WC against any such fees, assessments, taxes penalties or interest levied, assessed or imposed.

C. Incorporated Documents.

Certification Regarding Debarment and Suspension Attachment A

Contractor’s Scope of Services/Cleaning Schedule Attachment B

Contractor’s Pricing Schedule/Agreement Summary Attachment C

Copy of Insurance Attachment D

D. Entire Agreement.

This agreement and its integrated attachments constitute the entire agreement of the parties and such are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this agreement specifically displays a mutual intent to amend a particular part of this agreement, general conflicts in language between any such attachment and this agreement shall be construed consistent with the terms of this agreement. Unless otherwise expressly authorized by the terms of this agreement, no modification or amendment to this agreement shall be binding upon the parties unless the same is in writing and signed by the respective parties.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

E. Waiver of Contractual Rights.

The failure of any party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement.

F. Insurance Requirement and Indemnification.

Contractor and subcontractors, if any, shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this agreement are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this agreement and in no way limit the indemnity covenants contained in this agreement. WC in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this agreement by the Contractor, his agents, representatives, employees or subcontractors, if any, and Contractor is free to purchase additional insurance as may be determined necessary. Minimum Scope and Limits of Insurance: Contractor shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

1. Commercial General Liability.

Policy shall include bodily injury, property damage and broad form contractual liability coverage. General Aggregate $2,000,000 Products – Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 a) The policy shall be endorsed to include errors and omissions coverages. b) Policy shall be endorsed to include master key coverage. c) Policy shall be endorsed to include coverage for “care-custody-control” of

property of others. d) WC must be named as an additional insured with respect to liability arising out of

the activities performed by, or on behalf of the Contractor, to the extent of the insurance limits agreed to in this agreement. WC may be made an additional insured by an appropriate blanket endorsement.

2. Automobile Liability.

Bodily Injury and Property Damage for any Contractor owned, WC owned, non-owned and hired vehicles used in the performance of this agreement. Combined Single Limit (CSL) $1,000,000 WC must be named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of the Contractor, including automobiles owned, leased, hired or borrowed by the Contractor, to the extent of the insurance limits agreed to in this agreement. WC may be made an additional insured by an appropriate blanket endorsement.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

3. Workers Compensation and Employers’ Liability.

Workers’ Compensation Statutory Employers’ Liability Each Accident $1,000,000

a) Policy shall contain a waiver of subrogation against WC. b) This requirement shall not apply when the Contractor or subcontractor, if any, is

exempt under Nevada Revised Statutes (NRS), and when such Contractor or subcontractor, if any, executes the appropriate sole proprietor waiver form.

4. Additional Insurance Requirements.

The policies shall include, or be endorsed to include, the following provisions: a) The Contractor's insurance coverage shall be primary insurance and non-

contributory with respect to all other available sources. b) Notice of Cancellation

Contractor’s insurance policies required by the insurance provisions of this agreement shall not be suspended, voided or canceled except after providing thirty (30) days prior written notice been given to the WC, except when cancellation is for non-payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent directly to Workforce Connections, Attention: Quality Assurance, 6330 West Charleston Blvd., Suite 150, Las Vegas, NV 89146. Should Contractor fail to provide WC timely notice, Contractor will be considered in breach and subject to cure provisions set forth within this contract.

c) Acceptability of Insurers Insurance is to be placed with insurers duly licensed or authorized to do business in the State of Nevada. WC in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

d) Verification of Coverage Contractor shall furnish WC with certificates of insurance as required by this agreement. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.

e) All certificates and any required endorsements are to be received and approved by the WC before work commences. Each insurance policy required by this agreement must be in effect at or prior to commencement of work under this agreement and remain in effect for the duration of the agreement. Failure to maintain the insurance policies as required by this agreement or to provide evidence of renewal is a material breach of agreement.

f) All certificates required by this agreement shall be sent directly to Workforce Connections, Attention: Quality Assurance, 6330 West Charleston Blvd., Suite 150, Las Vegas, NV 89146. WC reserves the right to require complete, certified copies of all insurance policies required by this agreement at any time.

g) Subcontractors Contractors’ certificate(s) shall include all subcontractors as additional insureds under its policies or Contractor shall furnish to WC separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

5. To the fullest extent of Liability Insurance (LI) as set forth in this section, each party

shall indemnify, hold harmless and defend, not excluding the other’s right to participate, the other from and against all liability, claims, actions, damages, losses, and expenses, including but not limited to reasonable attorney’s fees and costs, arising out of any alleged negligent or willful acts or omissions of the party, its officers, employees and agents. Such obligation shall not be construed to negate, abridge, or otherwise exist as to any party or person described in this paragraph. The indemnification obligation under this paragraph is conditioned upon receipt of written notice by the indemnifying party with thirty (30) days of the indemnified party’s actual notice of any actual or pending claim or cause of action. The indemnifying party shall not be liable to hold harmless any attorney’s fees and costs for the indemnified party’s chosen right to participate with legal counsel.

The local Workforce Development Board (LWDB)/Workforce Connections, its sub-recipients, contractors, sub-contractors down to the lowest tier, shall hold the Local Elected Officials (LEOs), the respective counties and cities, their officers, agents, and employees harmless from any and all claims, court costs, fees and penalties, settlements, judgements, legal costs and any other liabilities of any kind arising from the management of and any activities relating to the Local Workforce Development Area (LWDA).

II. Compensation.

A. Agreement Sum. For the services rendered pursuant to this agreement, the Contractor shall be compensated in accordance with the “Pricing Schedule” attached hereto as Attachment C and incorporated herein by this reference. Compensation may include reimbursement for actual and necessary expenses if specified in the Contractor’s Pricing Schedule. The maximum payment under this agreement for services and, if authorized, reimbursement shall not exceed $50,000.00.

B. Method of Payment.

Unless some other method of payment is specified, Contractor shall submit to WC, an invoice for services rendered, including appropriate documentation of each expense incurred. WC generally will process and pay invoices within 15 business days from receipt.

C. Audit of Records.

Contractor shall maintain complete and accurate records of all expenditures, disbursements, and other cost items charged to WC for establishing the basis of an invoice, for a minimum of five (5) years from the date of final payment to Contractor. All such records shall be clearly identifiable. Contractor shall allow WC representatives to inspect, examine, copy and audit such records during regular business hours upon 24 hours’ notice.

Furthermore, the Contractor will give WC, the Comptroller General of the United States, the Inspector General of the United States, the Department of Labor (DOL) and, as appropriate, the State through any authorized representative, access to and the right to examine all records, books, papers, or documents related to this agreement. Contractor shall allow WC representatives to inspect, examine, copy and audit such records during regular business hours upon 72 hours’ notice.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

III. Additional Provisions and Assurances.

A. Term. Time shall be of the essence of this agreement and the Contractor agrees to satisfactorily complete all services and work within the time established in the Scope of Services. Agreement Start Date: December 1, 2017 Agreement End Date: November 30, 2018 Condition: This agreement may be extended. An approved extension, along with a payment schedule adjustment, will be in effect upon an amendment to this agreement executed by both parties. The agreement extension shall be approved by WC Executive Director and shall not render ineffective or invalidate unaffected portions of this agreement.

B. Termination.

1. Termination for Cause. WC may terminate this agreement in whole, or in part, at any time, whenever it is determined that the Contractor has failed to comply with the terms of the PSA, whether stated in an assurance, certification, Scope of Services, or elsewhere. WC shall promptly notify the Contractor in writing of the determination and the reason(s) for the termination, together with the effective date for the termination of the agreement. Upon receipt of notice of termination, the Contractor shall immediately stop all services. The Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by WC in accordance with the Scope of Services.

2. Termination for Convenience.

WC may terminate this PSA in whole, or in part, at any time if WC determines that the termination of this PSA is in the best interest of WC. Upon receipt of notice of termination and effective date, the Contractor shall immediately stop all services on effective date. The Contractor shall be entitled to compensation for all services rendered prior to the effective date of termination and for any services authorized by WC in accordance with the Scope of Services.

3. Termination for Non-appropriation. The continuation of this PSA beyond the current term is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the State and/or Federal sources. WC may terminate this PSA, and the Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason WC’s funding from State and/or Federal sources is not appropriated or is withdrawn, limited, or impaired.

C. Responsibility upon termination.

Any equipment provided by WC to the Contractor in connection or furtherance of Contractor’s services or work under this agreement including, but not limited to, access keys, equipment and tools shall immediately upon termination of this agreement, be returned to WC.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

D. Prohibition against Subcontracting or Assignment.

Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of WC. In addition, neither this agreement nor any interest herein may be transferred, assigned, conveyed or encumbered voluntarily or by operation of law, without the prior approval of WC. In the event of any such unapproved transfer, this agreement shall be void. No approved transfer shall release the Contractor or any warranty of Contractor of any liability as provided under the terms of this agreement.

E. Independent Contractor.

Contractor is an independent Contractor. Neither contractor nor any of contractor’s officers, employees, agents or subcontractors, if any, is an employee of WC by virtue of this agreement or performance of any services under this agreement.

F. Severability.

If any provision contained in this agreement is held to be unenforceable by a court of law or equity, this agreement shall be construed as if such provision did not exist and the non-enforceability of such provision shall not be held to render any other provision of this agreement unenforceable.

G. Failure to Perform.

Failure by Contractor to fulfill any or all of the services as specified in the scope of services constitutes breach of agreement. WC may seek, without limitation, the following remedies: 1. WC will make reasonable effort to assist Contractor in meeting its obligations; 2. Withhold payment until WC considers the Contractor to be in compliance; or 3. Terminate agreement if, within 30 business days of an issue being

identified/addressed, Contractor remains unable to comply.

H. Force Majeure. Neither party shall be deemed to be in violation of this agreement if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the terms and conditions of this agreement after the intervening cause ceases.

I. Changes in Work.

No payment for changed scope of work shall be made unless first approved in writing by WC Executive Director or designee and the parties to this agreement have agreed upon the appropriate adjustments/amendments. WC Executive Director or designee may order changes to the scope of work if determined to be appropriate and in the best interest of WC. Whether a change to the scope of work is proposed by the Contractor or ordered by WC Executive Director or designee, the parties to this agreement shall, in good faith, negotiate an appropriate adjustment, if any, to the payment schedule and maximum payment for the changed or additional work/services.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

An approved change, along with the payment adjustment, if any, will be effective upon an amendment to this agreement executed by both parties. The amendment shall not render ineffective or invalidate unaffected portions of this agreement.

J. Workplace.

Contractor, Contractor’s employees, agents and subcontractors, if any, shall comply with WC’s alcohol and drug-free workplace policy, and other rules and regulations governing work place safety, conduct, and behavior, for any portion of the work performed on the premises of WC or while using WC’s facilities or equipment. The Contractor shall at its own expenses provide all personnel necessary to perform the services. The Contractor warrants that all personnel engage in the performance of work or services shall be qualified to performed the work or services, and shall be properly licensed or otherwise authorized and trained to do so under all applicable laws. The Contractor’s personnel shall not disturb papers on desks, or open drawers, cabinets, files, or bookcases. WC’s telephones must not be used by the Contractor’s personnel. It is prohibited to bring visitors into WC premises while performing the work or cleaning services. Smoking is prohibited inside WC premises. It is expressly understood and agreed that all work done by the Contractor will be subject to inspection and acceptance by WC. WC will require correction of defective work or damages to WC’s property caused by the Contractor’s personnel, Contractor’s equipment or supplies while performing work or cleaning services. The Contractor is responsible for replacing in satisfactory condition, as appropriate, all identified defective work and/or damages caused. WC reserves the right to withhold any amount necessary to correct such defective work or damage from payments to the Contractor until such defective work or damage is properly corrected. The Contractor shall be responsible in the event of theft or destruction of WC property or personal property of WC’s employees by Contractor’s personnel.

IV. Confidentiality.

A. Confidential Nature of Information. Contractor shall treat all information obtained from WC in the performance of this agreement as confidential and proprietary to WC. Contractor shall treat all records and work product prepared, maintained or accessed to, by contractor in the performance of this agreement as confidential.

B. Limitation and Disclosure. Contractor hereby agrees that it will not use any information obtained as a result of the performance of work for any purpose other than fulfillment of contractor’s scope of work. Contractor will not disclose any information prepared for WC, or obtained from or as a result of the performance of work to any person other than WC, or its own employees, agents or sub-contractors who have a need for the information for the performance of work under this agreement unless disclosure is specifically authorized in writing by WC Executive Director.

C. Security of Information. Contractor hereby agrees to inform WC immediately of any request for disclosure of information or any actual or potential disclosure of information.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

V. Conflict of Interest.

Contractor shall not attempt to use contractor’s position to influence a WC decision in which contractor knows or has reason to know Contractor has a direct or indirect financial interest other than the compensation promised by this agreement. Contractor will immediately inform WC’s Executive Director if Contractor learns of a financial interest of the Contractor during the term of this agreement that might create an actual or apparent conflict of interest.

VI. Fair Employment Practices.

Contractor assures and agrees to protect and safeguard the right and opportunity of all persons to seek, obtain, and hold employment without discrimination or abridgment on account of race, color, ethnicity, national origin, religion, ancestry, creed, physical disability, medical condition, marital status, sex, age, or other status protected from workplace discrimination by Federal, State or local law or regulation.

VII. Claims. Should any claim or action be brought, either directly or indirectly relating to the Contractor’s services or work under this agreement, the Contractor shall render to WC, without compensation, any proper and necessary assistance which WC may require.

VIII. No Third Parties and/or Waiver of Statutory Immunities.

Notwithstanding any provision herein to the contrary, this agreement is entered into solely for the benefit of the contracting parties, and nothing in this agreement is intended, either expressly or implied, to provide any right or benefit of any kind whatsoever to any person and/or entity who is not a party to this agreement or to acknowledge, establish or impose any legal duty to any third party.

IX. Dispute Resolution.

In the event of a dispute between the Contractor and WC that cannot be resolved satisfactorily between the parties, third party mediation shall be commenced and concluded utilizing a mediator acceptable to the Contractor and WC prior to pursuing either arbitration or legal action. Fees for mediation shall be shared equally between the Contractor and WC.

Any legal action brought by the Contractor or its representatives, if any, shall be made in Clark County Nevada. In the event of either arbitration or litigation the prevailing party shall be entitled to an award of attorney’s fees and costs. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this agreement until the dispute is resolved.

X. Enforcement.

The entire agreement shall be interpreted and enforced under the laws of the State of Nevada. Any action to enforce any right or obligation under this agreement must be in a Nevada court having jurisdiction to enforce the provisions and assurances of this agreement.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

XI. Notices

Any notice or other communication either party desires or is required to provide to the other party shall be in writing and either served personally, electronically, or sent by prepaid, first class mail, addressed to the party to whom it is to be given as follows: Jani-King of Las Vegas, INC. Workforce Connections Steve LeClaire 5828 South Pecos Road. Las Vegas, NV 89120 [email protected]

Emilio Pias 6330 W. Charleston Boulevard Suite 150 Las Vegas, NV 89146 [email protected]

XII. The contractor assures that payments made under this agreement will not be used, or

proposed for use, to encourage or induce the relocation of a business or part of a business if such relocation will result in the loss of employment for any employee of such business at its original location and such location is within the United States.

XIII. The contractor assures that it will comply with non-discrimination and drug free workplace applicable laws and regulation as appropriate.

XIV. Independent Parties.

Nothing contained in this agreement shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for one agency whatsoever with respect to the indebtedness, liabilities, and obligations of the other agency or any other party.

XV. Proper Authority.

The parties hereto represent and warrant that the person executing this agreement on behalf of each party has the legal capacity and authority to enter into this agreement.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed and intend to be legally bound thereby. ________________________________ Jim Kostecki Workforce Connections Interim Executive Director _____________ Date BY: ______________________________ Steve LeClaire Account Executive

_____________ Date:

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment A Certification Regarding Debarment, Suspension

and Other Responsibility Matters Primary Covered Transactions

[29 CFR Part 98]

A. As required by Executive Order 12549, Debarment and Suspension, and implemented at 34 CFR Part 85, Sections 85.105 and 85.510, the Contractor certifies, to the best of its knowledge and belief, that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,

or voluntarily excluded from covered transactions by any Federal department or agency;

2. Has not within a three-year period preceding this agreement been convicted 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;

3. Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph 2 of this certification; and

4. Has not, within a three-year period preceding the effective date of the Contractor’s agreement, had one or more public transactions (Federal, State, or local) terminated for cause or default.

B. The Contractor shall provide immediate written notice to WC if at any time the

Contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

C. The Contractor agrees and understand that, it shall not knowingly enter into any lower tier covered transaction with a person or entity who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation by any Federal department or agency.

D. This certification is a material representation of fact upon which reliance was placed

when WC determined to enter into this agreement. If it is later determined that the Contractor knowingly rendered an erroneous certification, WC may terminate this agreement.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment B Contractor’s Scope of Services

Cleaning Schedule

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Frequency Area Work

Daily Suite 150 and Suite

190

Detail dust and clean: Thoroughly dust and clean accessible fixtures and office furniture including file cabinets, desks, credenzas, counter tops, display units, and window sills.

Wall-to-Wall Vacuum: Detail vacuum accessible carpeted areas.

Spot Clean Internal Glass: Spot clean internal partition glass to remove smudges and fingerprints. This includes entryway glass.

Damp Mop Hard Surface Floors: Damp mop hard surface floors using a no-dip protocol and changing pad often to ensure removal of dirt.

Empty Cans and Remove Trash: Empty trash that is contained in trash cans, in an area designated specifically for trash, or clearly labeled as trash and transport to customer's trash removal or storage area. Replace liners, spot clean receptacles as needed and take trash to designated area on customer premises.

Clean and Disinfect Restrooms Clean and polish dispensers and fixtures. Clean and disinfect sinks tops, counters, toilets and urinals. Clean accessible walls and toilet partitions. Mop all floors using coded microfiber flat mopping system and disinfecting finished floor cleaner. Clean and disinfect mirrors thoroughly. Restock dispensable products such as paper towels, toilet paper, hand soap, toilet seat covers, liners and deodorant products. WC will provide supplies. Empty trash cans, replace liners, spot clean receptacles as needed and take the trash to designated area.

Clean and Disinfect Breakrooms Clean and disinfect counter top, sink, tables and chairs. Spot clean refrigerator to remove smudges and fingerprints. Thoroughly clean inside and outside of microwaves with disinfectant cleaner.

Sanitize Drinking Fountains Clean and sanitize drinking fountains and water coolers.

High Touch Point Clean and disinfect high touch points such as light switches and door knobs.

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Frequency Area Work

Weekly Suite 150 and Suite

190

Spot Dust and Clean: Spot dust and clean visible soils on fixtures, office furniture including file cabinets, desks, credenzas, counter tops, display units, and window sills.

Spot Vacuum/Clean High Traffic Areas: Spot vacuum and clean high-traffic areas as appropriate.

Vacuum Furnishings or Wet Wipe: Vacuum fabric-covered furnishing and/or wet wipe other furniture to remove visible dust or soil.

High and Low Dusting: Dust high and low vertical and horizontal surfaces and corners not cleaned in the course of normal dusting.

Clean and Disinfect Telephones: Clean and sanitize all telephones.

Baseboards: Thorough dust and clean accessible baseboard areas.

Restroom Mirrors: Polish all chrome and mirrors.

Frequency Area Work

Bi Weekly Suite 150 and Suite

190

Dust Blinds, Jambs, Lights: Dust blinds, jambs, light fixtures and ceiling vents accessible from the floors.

Thoroughly Clean Internal Glass: Thoroughly clean and disinfect internal partition glass.

Frequency Area Work

Four (4) times per

year

Suite 150 7452 sq.

ft.

Carpet Cleaning, including hot water extraction. As scheduled by Workforce Connections.

Six (6) times per

year

Suite 190 4824 sq.

ft.

Carpet Cleaning, including hot water extraction. As scheduled by Workforce Connections.

Four (4) times per

year

Suite 150

& 190 994 sq.

ft.

Strip and wax Hard surface floors in breakrooms, janitor closet, and IT rooms. As scheduled by Workforce Connections

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment C Pricing Schedule/Agreement Summary

Line Item Description Cost

Contract agreement – Year 1 $50,000.00

=============================== ============================

Total PSA cost shall not exceed: $50,000.00

WC-17-PSA-JaniKing-JS-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment D Copy of Insurance

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Professional Services Agreement

This Professional Service Agreement (PSA) is made and entered into as of this 1st day of February, 2018, by and between the Local Workforce Development Board (LWDB), the administrative entity for local workforce investment activities, hereinafter referred to as Workforce Connections (WC), and Joy and Associates, whose mailing address is 1101 North Rainbow Boulevard #36, Las Vegas, NV 89108, hereinafter referred to as “Contractor”. The parties hereto agree as follows:

I. Scope of Services. In compliance with all terms and conditions of this agreement, the Contractor shall provide those services specified in the “Scope of Services” attached hereto as Attachment B and incorporated herein by this reference. Services may be referred to herein as the “services” or “work” hereunder. A. Compliance with the Law.

All services rendered hereunder shall be provided in accordance with all statutes, rules and regulations of WC and any Federal or State agency having jurisdiction in effect at the time services are rendered.

B. Licenses, Permits, Fees and Assessments.

Contractor shall obtain, at its sole cost and expense, such licenses, permits, insurance and approvals as may be required by law for the performance of the services described in this agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor’s performance of the services described in this agreement, and shall indemnify, defend and hold harmless WC against any such fees, assessments, taxes penalties or interest levied, assessed or imposed.

C. Incorporated Documents.

Assurances and Certifications Attachment A Scope of Services Attachment B Cost Schedule and Contract Agreement Summary Attachment C Copy of Business License Attachment D

D. Entire Agreement.

This agreement and its integrated attachments constitute the entire agreement of the parties and such are intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this agreement specifically displays a mutual intent to amend a particular part of this agreement, general conflicts in language between any such attachment and this agreement shall be construed consistent with the terms of this agreement. Unless otherwise expressly authorized by the terms of this agreement, no modification or amendment to this agreement shall be binding upon the parties unless the same is in writing and signed by the respective parties.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

E. Waiver of Contractual Rights.

The failure of any party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement.

F. Indemnification. To the fullest extent as set forth in this section, each party shall indemnify, hold harmless and defend, not excluding the other’s right to participate, the other from and against all liability, claims, actions, damages, losses, and expenses, including but not limited to reasonable attorney’s fees and costs, arising out of any alleged negligent or willful acts or omissions of the party, its officers, employees and agents. Such obligation shall not be construed to negate, abridge, or otherwise exist as to any party or person described in this paragraph. The indemnification obligation under this paragraph is conditioned upon receipt of written notice by the indemnifying party with thirty (30) days of the indemnified party’s actual notice of any actual or pending claim or cause of action. The indemnifying party shall not be liable to hold harmless any attorney’s fees and costs for the indemnified party’s chosen right to participate with legal counsel.

The LWDB, WC, its sub-recipients, contractors, sub-contractors down to the lowest tier, shall hold the Local Elected Officials (LEOs), the respective counties and cities, their officers, agents, and employees harmless from any and all claims, court costs, fees and penalties, settlements, judgements, legal costs and any other liabilities of any kind arising from the management of and any activities relating to the Local Workforce Development Area (LWDA).

II. Compensation.

A. Agreement Sum. For the services rendered pursuant to this agreement, the Contractor shall be compensated in accordance with the “Cost Schedule” attached hereto as Attachment C and incorporated herein by this reference. Compensation may include reimbursement for actual and necessary expenses as specified in the Cost Schedule. The maximum payment under this agreement for services and, if authorized, reimbursement shall not exceed $31,250.00.

B. Method of Payment. Unless some other method of payment is specified, Contractor shall submit to WC, an invoice for services rendered, including appropriate documentation of each expense incurred. WC generally will process and pay invoices within 15 business days from receipt.

C. Audit of Records.

Contractor shall maintain complete and accurate records of all expenditures, disbursements, and other cost items charged to WC for establishing the basis of an invoice, for a minimum of five (5) years from the date of final payment to Contractor. All such records shall be clearly identifiable.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Furthermore, the Contractor will give WC, the Comptroller General of the United States, the Inspector General of the United States, the Department of Labor (DOL) and, as appropriate, the State through any authorized representative, access to and the right to examine all records, books, papers, or documents related to this agreement. Contractor shall allow WC representatives to inspect, examine, copy and audit such records during regular business hours upon 72 hours’ notice.

III. Additional Provisions and Assurances.

A. Term. Time shall be of the essence of this agreement and the Contractor agrees to satisfactorily complete all services and work within the time established in the Scope of Services. Agreement Start Date: February 1, 2017 Agreement End Date: December 31, 2018 Condition: This agreement may be extended. An approved extension, along with a payment schedule adjustment, will be in effect upon an amendment to this agreement executed by both parties. The agreement extension shall be approved by WC Executive Director and shall not render ineffective or invalidate unaffected portions of this agreement.

B. Termination. 1. Termination for Cause.

WC may terminate this agreement in whole, or in part, at any time, whenever it is determined that the Contractor has failed to comply with the terms of the agreement, whether stated in an assurance, certification, Scope of Services, or elsewhere. WC shall promptly notify the Contractor in writing of the determination and the reason(s) for the termination, together with the effective date for the termination of the PSA. Upon receipt of notice of termination, the Contractor shall immediately stop all services. The Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by WC in accordance with the Scope of Services.

2. Termination for Convenience.

WC may terminate this agreement in whole, or in part, at any time if WC determines that the termination of this agreement is in the best interest of WC. Upon receipt of notice of termination and effective date, the Contractor shall immediately stop all services on effective date. The Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by WC in accordance with the Scope of Services.

3. Termination for Non-appropriation. The continuation of this agreement beyond the current term is subject to and contingent upon sufficient funds being appropriated, budgeted, and otherwise made available by the State and/or Federal sources. WC may terminate this agreement, and the Contractor waives any and all claim(s) for damages, effective immediately upon receipt of written notice (or any date specified therein) if for any reason WC’s funding from State and/or Federal sources is not appropriated or is withdrawn, limited, or impaired.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

C. Responsibility upon termination.

Any equipment provided by WC to the Contractor in connection or furtherance of Contractor’s services or work under this agreement including, but not limited to, access keys, computers, laptops, and tools shall immediately upon termination of this agreement, be returned to WC.

D. Prohibition against Subcontracting or Assignment.

Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of WC. In addition, neither this agreement nor any interest herein may be transferred, assigned, conveyed or encumbered voluntarily or by operation of law, without the prior approval of WC. In the event of any such unapproved transfer, this agreement shall be void. No approved transfer shall release the Contractor or any warranty of Contractor of any liability as provided under the terms of this agreement.

E. Independent Contractor.

Contractor is an independent Contractor. Neither contractor nor any of contractor’s officers, employees, agents or subcontractors, if any, is an employee of WC by virtue of this agreement or performance of any services under this agreement.

F. Severability.

If any provision contained in this agreement is held to be unenforceable by a court of law or equity, this agreement shall be construed as if such provision did not exist and the non-enforceability of such provision shall not be held to render any other provision of this agreement unenforceable.

G. Failure to Perform.

Failure by Contractor to fulfill any or all of the services as specified in the scope of services constitutes breach of agreement. WC may seek, without limitation, the following remedies: 1. WC will make reasonable effort to assist Contractor in meeting its obligations; 2. Withhold payment until WC considers the Contractor to be in compliance; or 3. Terminate agreement if, within 30 business days of an issue being

identified/addressed, Contractor remains unable to comply.

H. Force Majeure. Neither party shall be deemed to be in violation of this agreement if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the terms and conditions of this agreement after the intervening cause ceases.

I. Changes in Work.

No payment for changed or additional work impacting the contract amount shall be made unless first approved in writing by WC Executive Director or designee and the parties to this agreement have agreed upon the appropriate adjustments/amendments.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

WC Executive Director or designee may order changes to the scope of work if determined to be appropriate and in the best interest of WC. Whether a change to the scope of work is proposed by the Contractor or ordered by WC Executive Director or designee, the parties to this agreement shall, in good faith, negotiate an appropriate adjustment, if any, to the payment schedule and maximum payment for the changed or additional work/services. An approved change, along with the payment adjustment, if any, will be effective upon an amendment to this agreement executed by both parties. The amendment shall not render ineffective or invalidate unaffected portions of this agreement.

J. Workplace Behavior.

Contractor, Contractor’s employees, agents and subcontractors, if any, shall comply with WC’s alcohol and drug-free workplace policy, and other rules and regulations governing work place safety, conduct, and behavior, for any portion of the work performed on the premises of WC or while using WC’s facilities or equipment.

IV. Confidentiality.

A. Confidential Nature of Information. Contractor shall treat all information obtained from WC in the performance of this agreement as confidential and proprietary to WC. Contractor shall treat all records and work product prepared or maintained by contractor in the performance of this agreement as confidential.

B. Limitation and Disclosure. Contractor hereby agrees that it will not use any information obtained as a result of the performance of work for any purpose other than fulfillment of contractor’s scope of work. Contractor will not disclose any information prepared for WC, or obtained from or as a result of the performance of work to any person other than WC, or its own employees, agents or sub-contractors who have a need for the information for the performance of work under this agreement unless disclosure is specifically authorized in writing by WC Executive Director.

C. Security of Information.

Contractor hereby agrees to inform WC immediately of any request for disclosure of information or any actual or potential disclosure of information.

V. Conflict of Interest.

Contractor shall not attempt to use contractor’s position to influence a WC decision in which contractor knows or has reason to know Contractor has a direct or indirect financial interest other than the compensation promised by this agreement. Contractor will immediately inform WC’s Executive Director or designee if Contractor learns of a financial interest of the Contractor during the term of this agreement that might create an actual or apparent conflict of interest.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

VI. Fair Employment Practices.

Contractor assures and agrees to protect and safeguard the right and opportunity of all persons to seek, obtain, and hold employment without discrimination or abridgment on account of race, color, ethnicity, national origin, religion, ancestry, creed, physical disability, medical condition, marital status, sex, age, or other status protected from workplace discrimination by Federal, State or local law or regulation.

VII. Claims. Should any claim or action be brought, either directly or indirectly relating to the Contractor’s services or work under this agreement, the Contractor shall render to WC, without compensation, any proper and necessary assistance which WC may require.

VIII. No Third Parties and/or Waiver of Statutory Immunities.

Notwithstanding any provision herein to the contrary, this agreement is entered into solely for the benefit of the contracting parties, and nothing in this agreement is intended, either expressly or implied, to provide any right or benefit of any kind whatsoever to any person and/or entity who is not a party to this agreement or to acknowledge, establish or impose any legal duty to any third party.

IX. Dispute Resolution. In the event of a dispute between the Contractor and WC that cannot be resolved satisfactorily between the parties, third party mediation shall be commenced and concluded utilizing a mediator acceptable to the Contractor and WC prior to pursuing either arbitration or legal action. Fees for mediation shall be shared equally between the Contractor and WC. Any legal action brought by the Contractor or its representatives, if any, shall be made in Clark County Nevada. In the event of either arbitration or litigation the prevailing party shall be entitled to an award of attorney’s fees and costs. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this agreement until the dispute is resolved.

X. Enforcement.

The entire agreement shall be interpreted and enforced under the laws of the State of Nevada. Any action to enforce any right or obligation under this agreement must be in a Nevada court having jurisdiction to enforce the provisions and assurances of this agreement.

XI. Independent Parties.

Nothing contained in this agreement shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for one agency whatsoever with respect to the indebtedness, liabilities, and obligations of the other agency or any other party.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

XII. Notice.

Any notice or other communication either party desires or is required to provide to the other party shall be in writing and either served personally, electronically, or sent by prepaid, first class mail, addressed to the party to whom it is to be given as follows:

Joy and Associates Workforce Connections Joy Huntsman 1101 South Rainbow Blvd., #36 Las Vegas, NV 89108 [email protected]

Emilio Pias 6330 W. Charleston Boulevard Suite 150 Las Vegas, NV 89146 [email protected]

XIII. Proper Authority.

The parties hereto represent and warrant that the person executing this agreement on behalf of each party has the legal capacity and authority to enter into this agreement.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed and intend to be legally bound thereby.

________________________________ Jaime Cruz Workforce Connections Executive Director

_____________ Date

______________________________ Joy Huntsman Joy and Associates

Proprietor _____________ Date:

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment A Certification Regarding Debarment, Suspension

and Other Responsibility Matters Primary Covered Transactions

[29 CFR Part 98]

A. As required by Executive Order 12549, Debarment and Suspension, and implemented at 34 CFR Part 85, Sections 85.105 and 85.510, the Contractor certifies, to the best of its knowledge and belief, that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,

or voluntarily excluded from covered transactions by any Federal department or agency;

2. Has not within a three-year period preceding this agreement been convicted 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;

3. Are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph 2 of this certification; and

4. Has not, within a three-year period preceding the effective date of the Contractor’s agreement, had one or more public transactions (Federal, State, or local) terminated for cause or default.

B. The Contractor shall provide immediate written notice to WC if at any time the

Contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

C. The Contractor agrees and understand that, it shall not knowingly enter into any lower tier covered transaction with a person or entity who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation by any Federal department or agency.

D. This certification is a material representation of fact upon which reliance was placed

when WC determined to enter into this agreement. If it is later determined that the Contractor knowingly rendered an erroneous certification, WC may terminate this agreement.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment B Contractor’s Scope of Services

1101 N. Rainbow Blvd., #36, Las Vegas, NV 89108 702-721-8569

www.joyandassociates.com

BACK TO WORK 50+ SCOPE OF WORK

Joy & Associates 1101 N. Rainbow Blvd., #36 Las Vegas, NV 89108

Joy Huntsman, Founder, Master Coach, Facilitator & Consultant [email protected] 702-721-8569 Project Title: AARP Foundation BACK TO WORK 50+ at Workforce Connections Project Start Date: Feb. 1, 2018 Project End Date: December 31, 2018 Project Budget: $7,812.50 per quarter for 4 classes at Workforce Connections Project Budget: $7,750.00 for 1 class Henderson Library Pilot Program Amount $39,000.00 Joy and Associates will offer the participants of the AARP FOUNDATION BACK TO WORK 50+ (BTW50+) an intense, focused program incorporating the 7 Smart Strategies for 50+ Job Seekers (7SS) with elements from our Executive Leadership Training and Personal Development workshops (The Gift). The format will meet the requirements of the AARP Foundation and address the personal development needs of program participants. The AARP 50+ Program will provide a comprehensive program specifically designed to support program participants in overcoming the uncertainty, overwhelm, self-doubt and confusion that is associated with individuals who are returning to the workforce after being unemployed for several months or years. The suggested Workforce Connections class schedule begins with two full days to address the fears associated with being out of work and helps program participants prepare for the transition to become employable. It empowers program participants to recognize their talents and appreciate their life and job experiences. This in turn raises their self-esteem and supports their personal and professional growth. This new experience supports an awareness of choice and gives them the tools to overcome past challenges and equips them to understand how to address new ones. Each session will focus on the 7SS for 50+ Job Seekers in detail. Each program participant will also be offered individual coaching sessions. During these sessions each program participant has the opportunity to address concerns as well as share successes. The group environment gives program participants an awareness that they are not alone and that many of their fears or challenges are being felt by others, too. The suggested Henderson Library pilot program will offer the same training as listed above, in an accelerated format, with more private coaching sessions to ensure program participants success in comprehension and training.

1101 N. Rainbow Blvd., #36, Las Vegas, NV 89108 702-721-8569

www.joyandassociates.com

Proposed schedule: 12 “7 Smart Strategies for 50+ Jobseekers” (7SS) Workshops Workforce Connections 3 “7 Smart Strategies for 50+ Jobseekers” (7SS) in Henderson “7 Smart Strategies for 50+ Jobseekers” (7SS) Workshop includes follow-up with program participants, enrollment and coaching session prior to first class. Workforce Connections: 4 (6) Weeks Program, 25 program participants per program Week One: two full day workshops $2,000.00 Weeks Two - Six Group Sessions 9 am – 1 pm $2,500.00 Private coaching sessions throughout training $1,250.00 12 “7 Smart Strategies for 50+ Jobseekers” (7SS) $2,062.50 Total $7,812.50 per quarter Henderson: 1 (3)-Week Intensive* Program, 12 participants Week One: two full day workshop $3,000.00 Weeks Two and Three Sessions 9 am– 1 pm $1,600.00 Private coaching sessions throughout training $2,250.00 3 “7 Smart Strategies for 50+ Jobseekers” (7SS) $,900.00 $7,750.00 Total yearly budget $39,000.00 *Intensive will require additional coaching sessions, specific homework assignments, and online training.

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment C Cost Schedule

Line Item Description Cost

Contract agreement – Year 1 $31,250.00

=============================== ============================

Total contract cost shall not exceed: $31,250.00

WC-18-PSA-JH-AARP-Y1-00

Workforce Connections is an equal opportunity employer/program Auxiliary aids and services are available upon request for individuals with disabilities

Relay 711 or (800) 326-6868

Attachment D Business Licenses