81519_FOR MARICOPA SIGNATURE.PDF
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06/21/2023
SECTION I
GENERAL PROVISIONS
2
1.
EFFECT
To the extent the Special Provisions are in conflict with the General Provisions, the Special
Provisions shall control. To the extent the Work Statement(s) and the Special or General
Provisions are in conflict, the Work Statement(s) shall control.
2.
DEFINITIONS
As used throughout this Agreement, the following terms shall have the following meanings:
A.
Agreement means this document and all attachments and amendments hereto.
B.
County means Maricopa County, Arizona.
C.
Funding Source means any federal, State, or private agency funding source,
which may impose conditions on the funding that will be passed on to the
Subrecipient.
D.
U of A means the Arizona Board of Regents for and on behalf of the University of
Arizona having offices at 845 N. Park Ave, Rm 538, Tucson, AZ 85721.
E.
Recipient means Maricopa County, the direct recipient of the Coronavirus State
and Local Fiscal Recovery funds and ARPA funds from the federal government.
F.
Subrecipient means U of A.
G.
Subrecipient Staff, Employee or Faculty means a person or persons employed
by, contracted with, or retained by the Subrecipient for the purpose of providing
the services and responsibilities contained in this Agreement.
H.
ARPA means the American Rescue Plan Act of 2021, H.R. 1319.
3.
GENERAL REQUIREMENTS
A.
The terms of this Agreement shall be construed in accordance with Arizona law.
Any lawsuit arising out of this Agreement shall be brought in the appropriate court
in Maricopa County.
B.
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, and workers’ compensation.
C.
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. Under no circumstances will any employees of
one Party be deemed the employees of the other Party for any purpose. This
Agreement does not create a partnership, joint venture or agency relationship
between the Parties of any kind or nature. This Agreement does not create any
fiduciary or other obligation between the Parties, except for those obligations
expressly and specifically set forth herein.
SECTION I
GENERAL PROVISIONS
3
4.
AMENDMENTS
All amendments to this Agreement must be in writing and signed by authorized persons
for both Parties. All amendments shall clearly state the effective date of the action.
5.
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 expenditures were provided
pursuant to ARPA, the Subrecipient shall reimburse the County for any ARPA funds not
adequately supported and documented.
6.
RETENTION OF RECORDS
A.
This provision applies to all financial and programmatic records, supporting
documents, statistical records, and other records of the County and Subrecipient
that relate to this Agreement.
B.
The County and Subrecipient shall retain all financial books, records, and other
documents related to this Agreement for five (5) years after final payment or until
after the resolution of any audit questions, which could be more than five (5) years,
whichever is longer. Upon reasonable advance notice, the County, federal, or
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 such
financial books, records and other documents.
7.
ASSIGNMENT AND SUBCONTRACTING
No rights, liability, obligations or duties under this Agreement may be assigned, delegated,
or subcontracted without the prior written approval of the County and Subrecipient. Any
attempted assignment in violation of this provision will be null and void. Subject to the
foregoing, this Agreement will be binding upon the permitted successors and permitted
assigns or other permitted transferees of the Parties.
8.
AUDIT DISALLOWANCES
A.
The Subrecipient shall, upon written demand, reimburse the County for any
payments made under this Agreement that are disallowed, by a federal, State or
County audit in the amount of the disallowance, as well as any court costs and
attorney fees the County incurs to pursue legal action relating to a disallowance to
the extent awarded by a court of competent jurisdiction.
B.
If the County determines that a cost for which payment has been made is a
disallowed cost, the County shall notify the Subrecipient in writing of the
disallowance (which notice shall include evidence substantiating the County’s
determination) 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.
C.
The County shall, upon review and agreement of the Parties, remit to the
Subrecipient any payments determined to have been insufficiently paid, in the
amount of the payment shortfall, as well as any court costs and attorney fees the
SECTION I
GENERAL PROVISIONS
4
Subrecipient incurs to pursue legal action relating to such short payment to the
extent awarded by a court of competent jurisdiction.
9.
AGREEMENT COMPLIANCE MONITORING
County may monitor the Subrecipient's compliance with, and performance under, the
terms and conditions of this Agreement. On-site visits for compliance monitoring may be
made by the County and/or its grantor agencies at any time during the Subrecipient's
normal business hours, upon reasonable advance notice. During an on-site visit, the
Subrecipient shall make its records and documents related to work performed or services
provided under this Agreement available to the County for inspection and copying.
10.
AVAILABILITY OF FUNDS
A.
The provisions of this Agreement relating to the payment for services shall become
effective when funds assigned for the purpose of compensating the Subrecipient,
as provided herein, are actually 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. Notwithstanding the foregoing, Subrecipient shall have no
obligation to commence or continue work or the performance of services under this
Agreement in the absence of payment from the County.
B.
If any action is taken by any State agency, federal department, or any other agency
or instrumentality to suspend, decrease, or terminate its fiscal obligations under or
in connection with this Agreement, the County may amend, suspend, decrease, or
terminate its obligations under or in connection with this Agreement. If this
Agreement is terminated, the County shall be liable for payment only for services
rendered through the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Agreement. The County
shall give written notice of the effective date of any suspension, amendment, or
termination under this section as soon as County becomes aware of such
suspension, decrease or termination of fiscal obligations so that Subrecipient can
mitigate its damages, but in no event will County give less than ten (10) days
advance written notice to Subrecipient.
11.
CONTINGENCY RELATING TO OTHER CONTRACTS AND GRANTS
Intentionally omitted.
12.
DEFAULT
For material breach of contractual obligations, or upon the happening of any event which
would jeopardize the ability of a Party to perform its contractual obligations, the other Party
may suspend, modify, or terminate this Agreement immediately upon giving written notice
to the defaulting Party in the event of non-performance of any stated objectives.
Notwithstanding the foregoing sentence, the defaulting Party will have fourteen (14)
working days from the date of notice received from the non-defaulting Party to remedy any
such default prior to any suspension, modification or termination of this Agreement. Unless
expressly stated otherwise in this Agreement, such determination will not be made until
such time as the disputes process has been exhausted.
SECTION I
GENERAL PROVISIONS
5
13.
TERMINATION
A.
Either Party may terminate this Agreement at any time by giving the other Party at
least thirty (30) calendar days prior written notice. The notice shall be given by
personal delivery or by registered or certified mail, postage prepaid, return receipt
requested.
B.
This Agreement may be terminated by mutual written agreement of the Parties
specifying the termination date therein.
C.
If not terminated by one of the above methods, this Agreement will terminate upon
the expiration date of this Agreement as stated on the Cover Page of this
Agreement.
D.
Either Party has the right to terminate this Agreement for cause upon fourteen (14)
working days written notice for any of the following reasons:
(1)
Breach of this Agreement which is not corrected within fourteen (14)
working days after written notice thereof.
(2)
Inability to discharge the duties and responsibilities under this Agreement
for a continual period of thirty (30) days or more.
E.
This Agreement is subject to cancellation in accordance with the provisions of
A.R.S. § 38-511.
F.
Termination of this Agreement shall not relieve the Parties of responsibility for
obligations incurred prior to the effective date of the termination, including any non-
cancelable commitments incurred by Subrecipient for which County will remain
responsible. Further, any monies not properly spent by Subrecipient prior to
termination shall be returned to the County no later than thirty (30) calendar days
from the date of termination. Subrecipient’s responsibilities set forth in Section III,
Paragraph 4, shall survive the termination of this Agreement.
14.
SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void, or illegal by a court
of competent jurisdiction shall in no way affect, impair, or invalidate any other provision
hereof, and the remaining provisions shall remain in full force and effect.
15.
STRICT COMPLIANCE
Acceptance by the County of performance that is not in strict compliance with the terms
of this Agreement shall not be deemed to waive the requirement of strict compliance for
all future performance. All changes in performance obligations under this Agreement must
be in writing and signed by the Parties.
16.
NON-LIABILITY
A. The County and its officers, representatives, agents, and employees shall not be liable
for any act or omission by the Subrecipient or any subcontractor, employee, officer,
agent, or representative of the Subrecipient or any Subrecipient subcontractor
occurring in the performance of this Agreement, nor shall they be liable for purchases
SECTION I
GENERAL PROVISIONS
6
or contracts made by the Subrecipient or any Subrecipient subcontractor in connection
with this Agreement.
B. The Subrecipient and its officers, representatives, agents, and employees shall not be
liable for any act or omission by the County or any County subcontractor, employee,
officer, agent, or representative of the County or any County subcontractor occurring
in the performance of this Agreement, nor shall they be liable for purchases or
contracts made by the County or any County subcontractor in connection with this
Agreement.
17.
INDEMNITY
To the extent allowed by law, each Party (as “Indemnitor”) agrees to indemnify, defend, and hold
harmless the other Party (as “Indemnitee”) from and against all claims, losses, liability, costs, and
expenses (including reasonable attorneys’ fees) (hereinafter collectively referred to as “Claims”)
arising out of bodily injury of any person (including death) or property damage, but only to the
extent that such Claims, which result in vicarious liability to Indemnitee, are caused by the act,
omission, negligence, misconduct, or other fault of Indemnitor, its officers, agents, employees, or
authorized volunteers.
18.
COVENANT AGAINST CONTINGENT FEES
The Subrecipient represents that no person or entity has been employed or retained to
solicit or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee. For breach or violation of this representation,
the County may immediately terminate this Agreement without liability.
19.
CONFIDENTIAL INFORMATION
The use or disclosure by any Party of any information concerning an eligible individual
served under this Agreement is directly limited to the performance of this Agreement.
County and Subrecipient shall safeguard confidential and privileged client information, if
any is collected under this Agreement, and shall only disclose such information in
accordance with all applicable federal, state and local laws, rules, and/or regulations.
Subrecipient’s obligation to maintain the confidentiality of all client-specific information, if
any, shall exist after termination or expiration of this Agreement. County and U of A may
choose, from time to time and in connection with the performance of this Agreement, to
disclose confidential information to each other. Such disclosures must be in writing and
marked “Confidential,” and each Party will use reasonable efforts to prevent the disclosure
to unauthorized third parties. Notwithstanding any other provision of this Agreement to
the contrary, the Parties acknowledge that each Party is subject to A.R.S. §§ 39-121
through 39-127. Any provision regarding confidentiality is limited to the extent necessary
to comply with Arizona law.
20.
RIGHTS IN DATA
The Parties shall have the use of data and reports resulting from this Agreement without
cost or other restriction, except as otherwise provided herein or by law. Each Party shall
supply to the other Party, upon request, any available information known to the supplying
Party that is relevant to this Agreement and to the performance hereunder and which is
not subject to obligations of confidentiality.
21.
OWNERSHIP OF INFORMATION
SECTION I
GENERAL PROVISIONS
7
Subject to applicable state and federal laws, rules and regulations, the Subrecipient shall
have full and complete ownership rights to and the sole and exclusive right to inspect,
reproduce, duplicate, adapt, distribute, display, disclose and otherwise use all reports,
information, data and material, including intellectual property, prepared, developed,
created or invented solely by the Subrecipient in its performance of this Agreement.
County may examine and may receive copies of such information necessary for County's
performance of this Agreement. U of A grants to the County an irrevocable, royalty-free,
non-transferable, non-exclusive right and license to use, reproduce, make derivative
works, display, and perform publicly any copyrights or copyrighted material (including any
computer software and its documentation and/or databases) first developed and delivered
under this Agreement solely for the purpose of and only to the extent required to meet the
County’s obligations to ARPA.
22.
NON-DISCRIMINATION
The Subrecipient, in connection with any service or other activity under this Agreement,
shall not in any way discriminate against any person on the grounds of race, color, religion,
sex, national origin, age, disability, affiliation or belief. The Subrecipient shall include this
clause in all of its subcontracts related to this Agreement.
23.
EQUAL EMPLOYMENT OPPORTUNITY
The Subrecipient shall not discriminate against any employee or applicant for employment
because of race, age, disability, color, religion, sex, or national origin. 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, 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. The Subrecipient shall, to the extent such provisions apply,
comply with Titles VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§
2000a, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.);
the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et
seq.); the Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603) (“IRCA”); and
Arizona Executive Order 2009-09, as amended by Arizona Executive Order 2023-01,
which mandates that all persons shall have equal access to employment opportunities.
The Subrecipient shall also comply with all applicable provisions of the Americans with
Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.).
24.
RIGHT OF PARTIAL CANCELLATION
Subject to the provisions of Section I, Paragraphs 12 and 13, if more than one activity is
funded by this Agreement, the County reserves the right to terminate this Agreement or
any part thereof based on the Subrecipient's failure to perform any part of this Agreement
without impairing, invalidating or canceling the remaining Work Statement obligations.
25.
RIGHT TO EXTEND AGREEMENT
Subject to the availability of funds and acceptable Subrecipient performance, the
Subrecipient hereby acknowledges and agrees that the County shall have the right to
extend this Agreement for additional one-year periods, not to exceed the termination date
for expenditure of funds as established by ARPA or the federal government. Any extension
SECTION I
GENERAL PROVISIONS
8
of this Agreement shall be in writing and mutually acceptable to the County and the
Subrecipient and signed by both Parties.
26.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
A.
Subrecipient certifies, to the best of its knowledge and belief, that the Subrecipient,
f 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) have not within the 3-year period preceding this Agreement been convicted of
or had a civil judgment entered against them for 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;
violation of federal or State antitrust statues 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 the commission of any of the
offenses enumerated in paragraph (2) of this certification; and
4) have not within the 3-year period preceding this Agreement had one or more
public transactions (federal, State or local) terminated for cause or default.
B.
If the Subrecipient is not able to provide this certification, an explanation as to why
shall be attached to this Agreement.
C.
The Subrecipient shall include, without modification, this Paragraph in all lower tier
covered transactions (i.e., transactions with subcontractors) and in all solicitations
for lower tier covered transactions related to this Agreement.
27.
E-VERIFICATION OF EMPLOYEES
The Subrecipient certifies that it is in compliance with A.R.S. § 41-4401 and further
acknowledges:
A.
That the Subrecipient and its subcontractors, if any, certify their compliance with
all federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214;
B.
That a breach of the certification under subsection A above shall be deemed a
material breach of this Agreement that entitles the County to, among other things,
immediately terminate this Agreement without liability;
C.
That the County and any contracting government entity retains the legal right to
inspect the papers of any contractor or subcontractor employee who works on this
Agreement to ensure that the contractor or subcontractor is complying with the
certification provided under subsection A above and that the contractor agrees to
make all papers and employment records of said employee(s) available during
normal working hours in order to facilitate such an inspection;
SECTION I
GENERAL PROVISIONS
9
D.
That nothing herein shall make any contractor or subcontractor an agent or
employee of the County or contracting government entity.
28.
DISPOSITION OF PROPERTY
All property acquired with funds provided for in this Agreement shall become the property
of the funding source.
29.
FORCE MAJEURE
With the exception of County’s payment obligations hereunder, neither Party will be liable
for failure to perform any obligation under this Agreement if such failure is directly caused
by a Force Majeure Event. A “Force Majeure Event” means an event or circumstance that
is beyond the reasonable control and without the fault or negligence of the Party impacted,
and that could not have been prevented by the reasonable diligence of the Party. Without
in any way limiting the foregoing, a Force Majeure Event may include, but is not restricted
to, acts of God or of a public enemy, acts of the Government in either its sovereign or
contractual capacity, war, riots, fires, floods, epidemics or pandemics, mass health issues
or disease, quarantine restrictions, strikes or labor difficulties, civil tumult, freight
embargoes, natural disasters, unusually severe weather, a failure or disruption of utilities
or critical electronic systems, acts of terrorism, mass shootings or other emergencies that
may disrupt a Party’s operations.
30.
COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which will be
deemed an original, but all of which taken together will constitute one and the same
instrument, and photocopy, facsimile, electronic and other copies will have the same effect
for all purposes as an ink-signed original.
SECTION II
SPECIAL PROVISIONS
10
1.
EFFECT
To the extent that the Special Provisions are in conflict with the General Provisions, the
Special Provisions shall control. To the extent that the Work Statement(s) are in conflict
with the Special or General Provisions, the Work Statement(s) shall control.
2.
DISPUTE RESOLUTION
In the event of any dispute, claim, question, or disagreement arising from or relating to this
Agreement or the breach thereof, the Parties will first attempt to resolve the matter over a
period of at least ninety (90) days before resorting to formal dispute resolution. To this
effect, they will consult and negotiate with each other in good faith, and, recognizing their
mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.
The Parties agree to arbitrate disputes filed in Maricopa County Superior Court that are
subject to mandatory arbitration pursuant to A.R.S. § 12-133. A.R.S. § 12-1518 requires
this provision in all U of A contracts. This Paragraph shall not apply to claims arising from
bodily injury, death, or property damage.
3.
CHANGES
A.
The County may, at any time, by written order, upon prior written notice, make
changes within the general scope of this Agreement in any one or more of the
following areas:
1.
Work Statement activities reflecting changes in funding source or County
regulations, policies, or requirements.
2.
Administrative requirements, such as changes in reporting periods,
frequency of reports, or report formats, required by funding source or
County regulations, policies, or requirements.
3.
Subrecipient reimbursement schedules and/or program budgets.
B.
The order will not increase or decrease the maximum reimbursable amount to be
paid the Subrecipient. Additionally, the order will not direct substantive changes
in services to be rendered by the Subrecipient.
C.
Any dispute or disagreement caused by such order shall constitute a "Dispute"
within the meaning of the Disputes Clause of the Special Provisions of this
Agreement and shall be administered accordingly.
4.
AUDIT REQUIREMENT
A.
If the Subrecipient expends $750,000 or more in a year in federal awards, the
Subrecipient shall have a single audit conducted for that year according to the
Office Management and Budget, 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. The audit report shall be submitted to the County for review within nine (9)
months following the close of the fiscal year. The Subrecipient shall take any
necessary corrective action to remedy any material weaknesses and/or reportable
conditions identified in the audit report within six (6) months after the release date
of the report. The County may consider sanctions as described in § .225 of OMB
SECTION II
SPECIAL PROVISIONS
11
Circular A-133 for contractors not in compliance with the audit requirements. All
books and records shall be maintained in accordance with Generally Accepted
Accounting Principles (GAAP).
B.
The Subrecipient shall schedule an annual financial audit to be submitted to the
County for review within twelve (12) months following the close of the program’s
fiscal year. Subrecipient understands that its failure to meet this requirement may
result in the loss of current funding and disqualification from consideration for
future County-administered funding.
5.
INSURANCE
Each Party is insured pursuant to A.R.S. § 41-621.
6.
SPECIAL REQUIREMENTS
If the use of subcontractors is approved by the County, the Subrecipient agrees to use
written subcontracts or consultant agreements that conform to federal and State laws and
regulations and the requirements of this Agreement appropriate to the service or activity
covered by the subcontract. Subrecipient agrees to comply with 2 CFR part 200, Appendix
II. These provisions apply with equal force to the subcontract as if the subcontractor were
the Subrecipient. The Subrecipient is responsible for performance under this Agreement
whether or not any subcontractors are used. The Subrecipient shall submit a copy of each
subcontract to the County upon written request.
7.
REPORTING REQUIREMENTS
The Subrecipient shall submit written quarterly progress reports to the County on or before
the tenth (10th) day of the month, beginning with the third month following the payment of
the ARPA funds from the County to Subrecipient. Reports shall include all data elements
required by the Treasury (see relevant sections of the State and Local Fiscal Recovery
Funds Project and Expenditure Report User Guide: PE Report User Guide April 2022
(treasury.gov)). Each report shall provide a status update to include project status and
spending/obligations to date. At the completion of the project(s), the Subrecipient shall
provide a final reconciliation report to the County. Any remaining funds shall revert to the
County.
8.
ADMINISTRATIVE REQUIREMENTS
1.1
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).
1.2
Repayment of Funds – The Subrecipient agrees to repay funds provided under
this Agreement for noncompliance with the terms of this Agreement, subject to
Section I, Paragraphs 12 and 13 and Section II, Paragraph 2. 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
SECTION II
SPECIAL PROVISIONS
12
accomplished later than sixty (60) calendar days following the written
determination of noncompliance by the County and the conclusion of all dispute
resolution proceedings provided for under Section I, Paragraphs 12 and 13 and
Section II, Paragraph 2.
1.3
Documentation and Record Keeping - The Subrecipient agrees to comply with this
Agreement and the following record keeping requirements:
1.3.1 Records to be maintained - The Subrecipient shall maintain all financial
records as required by 2 C.F.R. § 200, and OMB Circulars.
1.3.2 Unique Entity ID (UEI) Number and SAM Profile - All Subrecipients shall
have a valid Dun and Bradstreet (DUNS) number and an active profile in
the federal System for Award Management (SAM).
1.3.2.1
To
obtain
a
UEI
Number
use
this
link:
https://www.dnb.com/duns-number.html
1.3.2.2
For additional information on System for Award Management
(SAM) and, DUNS use this link:
https://www.sam.gov/SAM/pages/public/generalInfo/aboutSAM
.jsf
1.3.3 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.
1.3.4 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.
1.4
Program Monitoring and Evaluation - County staff will monitor the Subrecipient’s
compliance with, and performance under, the terms and conditions of the
Agreement. The Subrecipient shall make available for inspection and/or copying
by the County's monitoring of all records and accounts relating to the work
performed under the Agreement. Subrecipient shall be monitored for fiscal,
program delivery, and Agreement compliance annually or more often as needed.
Monitoring shall occur during the schedule agreed in advance for times mutually
acceptable to the Parties during the Sub-recipient’s normal business hours.
Activities of County and authorized designees will not unreasonably interfere with
Subrecipient’s daily operations. Subrecipients found to be deficient in any area
shall receive written notification of findings and required corrective actions.
Subrecipient shall provide a written response outlining corrective actions and steps
to ensure findings are corrected and resolved in an acceptable timeframe to
preclude future issues.
The County will request information for fiscal monitoring/audit per Office of
Management and Budget (OMB) Uniform Guidance 2 C.F.R. § 200, to include:
1
Financial Management 2 C.F.R. § 200.302
2
Internal Controls 2 C.F.R. § 200.303
3
Bonds 2 C.F.R. § 200.304
SECTION II
SPECIAL PROVISIONS
13
4
Payment and Financial Reporting 2 C.F.R. § 200.305
5
Cost Sharing or Matching 2 C.F.R. § 200.306
6
Program Income 2 C.F.R. § 200.307
7
Revision of Budget and Program Plans 2 C.F.R. § 200.308
8
Period of Performance 2 C.F.R. § 200.309
9
Insurance Coverage 2 C.F.R. § 200.310
10
Record Retention and Access 2 C.F.R. §§ 200.334 – 200.338
11
Procurement Standards 2 C.F.R. § 200.318
12
Indirect Costs 2 C.F.R. § 200.414
13
Compensation-Personal Services 2 C.F.R. § 200.430
14
Audit Requirements 2 C.F.R. §§ 200.501-200.517
The Subrecipient, as a subrecipient of ARPA funds, shall be in compliance and
remain in compliance throughout the term of the contract with 2 CFR 200.
The Subrecipient may be monitored for fiscal, program delivery and contract compliance
and the audits will be in strict conformity with the applicable laws and regulations.
9.
LAWS, RULES AND REGULATIONS
The Subrecipient and the County understand and agree that this Agreement is subject to
all State and federal laws, rules, and regulations that pertain hereto.
10.
FEDERAL DISCLOSURE REQUIREMENTS.
The County acknowledges and agrees that: (1) federal agencies that provide funding for
research may require disclosure of contracts pursuant to Section 223 of the National
Defense Authorization Act (NDAA), Section 117 of the Higher Education Act of 1965, as
amended (HEA), and National Security Presidential Memorandum 33 (NSPM-33)
(collectively, “Federal Disclosure Requirements”); and (2) nothing in this Agreement shall
prevent U of A from disclosing the Agreement to federal agencies pursuant to the Federal
Disclosure Requirements.
SECTION III
WORK STATEMENT
14
1.
BACKGROUND
The Parties share a common interest in researching new immunotherapies to combat
ongoing COVID-19 effects and develop a better understanding of how to protect the most
vulnerable in our community. In addition, the parties jointly desire to engage in a deeper
investigation into why some individuals are afflicted with Long COVID. The Parties are
authorized to enter into this Agreement pursuant to A.R.S. §§ 11-951 through 11-954,
which provide that public agencies may enter into intergovernmental agreements for the
provision of services or for joint or cooperative action. Accordingly, the Parties desire to
enter into this Agreement, which provides for a collaboration in which the Parties share
their expertise, knowledge, and resources. U of A is empowered by A.R.S. §§ 15-1625,
et. seq., to enter into this Agreement and has delegated to the undersigned the authority
to execute the Agreement on behalf of U of A.
Maricopa County has received money from the American Rescue Plan Act of 2021
(“ARPA”), H.R. 1319, CDFA Number 21.027; Title IX—Committee on Finance; Subtitle
M—Coronavirus State and Local Fiscal Recovery Funds; Section 9901, Coronavirus State
and Local Fiscal Recovery Funds, and such funds may be used to respond to the public
health emergency with respect to COVID-19 or its negative economic and equity impacts,
including broadband mapping and plotting, to ensure that Americans have access to
reliable and affordable broadband. (U.S. Treasury Final ARPA Broadband Funding Rules,
31 C.F.R. Part 35, p. 294 et. seq.). The Maricopa County Board of Supervisors has
formally approved and allocated ARPA funds for projects to address the negative impact
that the COVID-19 pandemic has had on the residents of Maricopa County.
2.
PURPOSE
The purpose of this Agreement is to respond to the public health emergency caused by
COVID-19, and to provide funds to assist in the economic recovery from the pandemic.
Maricopa County is authorized to distribute the ARPA funds to subrecipients to accomplish
the purposes of ARPA. By this Agreement, Maricopa County shall provide to U of A, as
Subrecipient, a total of $ 4.0 Million in ARPA funds, to be spent on design, construction,
and project management of a new Center for Advanced Molecular Immunological
Therapies (CAMI) that will support the research of new immunotherapies to combat
ongoing COVID-19 effects. The expenditure of these funds must be incurred by December
31, 2026.
3.
RESPONSIBILITIES OF THE COUNTY
A.
The County agrees to provide the ARPA funds as outlined in this Agreement.
B.
The County shall review the Project Narrative and related supporting documents
submitted by Subrecipient, identifying what it intends to accomplish with the ARPA
funds. Only after the County has approved Subrecipient’s plans can any ARPA
monies be spent.
C.
The County shall comply with the federal government’s reporting requirements for
the ARPA.
D.
The County shall monitor the use of these ARPA funds by Subrecipient consistent
with the federal government’s requirements, including 2 C.F.R. 200.332.
SECTION III
WORK STATEMENT
15
4.
RESPONSIBILITIES OF THE SUBRECIPIENT
A.
Prior to spending any monies towards any projects, Subrecipient shall submit a
written Plan(s) to the County identifying what it intends to accomplish, and how
ARPA funds will be spent.
B.
Subrecipient agrees to expend these ARPA funds as outlined in Section III,
Paragraph 2, “Purpose,” of this Agreement. Subrecipient’s use of the ARPA funds
shall abide by all laws, rules, and guidelines of the federal government for these
ARPA funds.
C.
Subrecipient shall place the ARPA funds in a stand-alone account, not to be co-
mingled with other funds. Under this stand-alone account, Subrecipient shall
record receipts of ARPA funds from the County, and Subrecipient’s expenditures
of ARPA funds pursuant to this Agreement, all in a manner to provide the County
with a record of the transactions conducted pursuant to this Agreement.
D.
The Subrecipient shall monitor the use of these ARPA funds by its contractors
consistent with the federal government’s requirements, including 2 C.F.R. Part
200, and specifically including Appendix II to Part 200.
E.
Subrecipient shall provide, in a timely manner, any information the County needs
to comply with the federal government’s reporting requirements (including 2 C.F.R.
200.332). This includes, but is not limited to providing copies of contracts, contract
amendments, line-item detail of project budgets, receipts, invoices, packing slips,
purchase orders, and payments.
F.
Subrecipient shall comply with, and assist the County in complying with, any
federal government audit requirements (including 2 C.F.R. Part 200, Subpart F).
Subrecipient shall keep and maintain proper and complete books, records, files,
and accounts of all its operations, which shall be open for inspection and audit by
the County or its auditors, at all reasonable times. All books, accounts, reports,
files and other records relating to this Agreement shall be subject to inspection and
audit by the County for the later of five (5) years after completion of the Agreement
or the last date of the federal government’s auditing of the use of ARPA funds.
G.
Subrecipient shall reimburse the County for any and all uses of these ARPA funds
in the event that the federal government determines the use did not comply with
the ARPA laws, rules, and guidelines. The intent of the parties is that Subrecipient
will reimburse the County within a timeframe that allows the County to use the
reimbursed funds to refund the money to the U.S. Department of the Treasury, as
required by the ARPA.
H.
Subrecipient shall comply with the federal government’s requirements regarding
the purchase, use, and disposition of real property and/or equipment. This
includes, but is not limited to, the following: (1) Equipment and real property
acquired with these funds must be used solely for the purpose(s) stated in this
Agreement and consistent with the ARPA; and, (2) Any purchase, use, and
disposition of equipment or real property with these funds must comply with the
Uniform Guidance at 2 C.F.R. Part 200, Subpart D (including 2 C.F.R. 200.311
and 2 C.F.R. 200.313).
I.
Intentionally omitted.
SECTION III
WORK STATEMENT
16
J.
The scheduling of services to be performed under this Agreement will be arranged
to avoid conflict with U of A’s educational and research programs. U of A will
control the scheduling of such services but will use reasonable efforts to meet the
timelines established by the County. U of A shall provide Michael Dake, MD as
Principal Investigator to coordinate work under this Agreement.
K.
Subrecipient
must
have
a
UEI
number
issued
through
https://sam.gov/content/entity-registration. The UEI number must be provided to
the County during the vendor registration process. Subrecipient must also
maintain a current registration with the System for Award Management
www.sam.gov throughout the term of the contract.
L.
The Project Narrative describing the work to be performed by Subrecipient is
attached hereto as Attachment B.
SECTION IV
COMPENSATION
17
1.
COMPENSATION AND METHOD OF PAYMENT
A.
Total payments from the County to the subrecipient shall not to exceed a total of
$4,000,000. U of A shall invoice the County quarterly on a reimbursement basis.
The County shall send payments to U of A via Electronic Fund Transfer. In the
event of non-payment, U of A may terminate all further work on the project and
seek full payment from the County for all work performed and all expenses incurred
including allocable costs pursuant to the termination clause of this Agreement
including the collection of payment.
B.
The Subrecipient must maintain, and have available upon request, supporting
documents for each quarterly report/status update provided to the County,
including invoices of costs incurred and expenditure reports.
C.
The Subrecipient understands and agrees that expenditure of these funds must be
incurred before December 31, 2026. Any funds remaining (including any accrued
interest) either after completion of the project(s), or not expended before
December 31, 2026, shall revert to the County, and must be returned by
Subrecipient to the County before January 15, 2027.
D.
The Subrecipient shall submit quarterly reports to:
Maricopa County
Lee Ann Bohn, Assistant County Manager
301 W. Jefferson Street
E-mail: LeeAnn.Bohn@maricopa.gov
Phone: (602) 372-7020
2.
NOTICE
Legal Notice under this Agreement shall be given by personal delivery or by registered or certified
mail, postage prepaid, return receipt requested, to the addresses below with courtesy copy sent
to emails, and shall be effective upon receipt by the Party to whom addressed unless otherwise
indicated in the notice.
U of A /Subrecipient:
Lauren Zajac
Associate Vice President, Research
Administration
The University of Arizona
1670 E. Drachman St., 9th Floor
PO Box 210216
uahscontracts@arizona.edu
Maricopa County:
Maricopa County
Lee Ann Bohn
Assistant County Manager
301 W. Jefferson Street
Phoenix, AZ 85003
Phone: (602)372-7020
Email: LeeAnn.Bohn@maricopa.gov
Attachment A
Federal Funding Information Summary
18
Attachment A
Federal Funding Information Summary – 2 CFR 200.332
Prime Awardee
Maricopa County
Unique Entity Identifier (UEI #)
YC11KWJKWM97
Federal Award Identification (Grant Number)
N/A
Subrecipient name (which must match the name
associated with its unique entity identifier)
University of Arizona
Subrecipient’s unique entity identifier (UEI #)
ED44Y3W6P7B9
Federal Award Identification Number (FAIN,
sometimes it’s the same as the Grant Number)
N/A
Federal Award Date (see the definition of Federal
award date in § 200.1 of this part) of award to the
recipient by the Federal agency
3/31/2021
Subaward Period of Performance Start and End
Date
Start 6/15/2023; End 12/31/2026
Subaward Budget Period Start and End Date
Start 6/15/2023; End 12/31/2026
Amount of Federal Funds Obligated by this action
by the pass-through entity to the subrecipient (this
is normally the contract amount)
$4,000,000
Total Amount of Federal Funds Obligated to the
subrecipient by the pass-through entity including
the current financial obligation (how much is
available for contracts)
$4,000,000
Total Amount of the Federal Award committed to
the subrecipient by the pass-through entity
$4,000,000
Federal award project description, as required to
be
responsive
to
the
Federal
Funding
Accountability and Transparency Act (FFATA)
See Attachment B
Name of Federal awarding agency, pass-through
entity, and contact information for awarding official
of the Pass-through entity
Maricopa County
Assistance Listings number and Title; the pass-
through entity must identify the dollar amount
made available under each Federal award and the
Assistance
Listings
Number
at
time
of
disbursement
21.027 – Coronavirus State and Local Fiscal
Recovery Funds
Identification of whether the award is R&D
N/A
Indirect cost rate for the Federal award (including
if the de minimis rate is charged) per § 200.414
0%
Attachment B
Project Narrative
19
ATTACHMENT B
Project Narrative
The Center for Advanced Molecular and Immunological Therapies (CAMI) will research new
immunotherapies to combat ongoing COVID-19 effects and the next generation of similar
pandemicscale infectious diseases. CAMI will catalyze the fundamental research necessary to
treat ongoing effects of COVID-19 and to ensure a more rapid and robust public health
response for the next pandemic, including creating vaccines, developing new therapeutics, and
a better understanding of how to protect our most vulnerable, people with pre-existing medical
conditions. These funds will be used to construct the CAMI facility.
In addition to the tragic loss of human life, the COVID-19 pandemic brought with it historic drops
in economic productivity across the state, country, and world. Increasing immunotherapy
research positions Maricopa County to respond to future threats by having the local expertise
needed to mitigate public health emergencies and minimize economic impact more quickly. It
was programs like the one proposed for CAMI and decades of mRNA research that allowed for
the quick development of the COVID-19 vaccine. Vaccines are a classic immunotherapy that
have proven to be increasingly important. It is critical that investments in this type of research
continue to address ongoing effects of COVID-19 and to prepare for the challenges future
health crises will bring.
Over the course of the COVID-19 pandemic, the University of Arizona has become increasingly
aware that there were a number of people vulnerable to COVID-19 infection (both during the
initial COVID surge and the subsequent COVID variants). CAMI will study the underlying causes
of increased susceptibility among vulnerable individuals and develop an immune profile of
individuals, which will help public health officials identify opportunities to mitigate the increased
risk of disease in highly susceptible groups. The increased understanding of how certain
immune profiles place individuals at high-risk for infection will allow health care providers to
predict and prepare those who require special protection in order to prevent exposure to
COVID-19 today and to other illness in the future. The chronic effects of COVID-19 infection or
“Long COVID” have impacted thousands of lives. The exact cause of Long COVID is unknown.
CAMI will engage in deeper investigation into why individuals are afflicted with Long COVID and
why some recover without symptoms by studying if and how the human immune system or the
human immunome is changed in cases of long COVID.
Targeted COVID-19 immunotherapy research at CAMI will help identify and treat the varying
immune responses to COVID-19 and similar infectious diseases among different age groups
and diverse populations. This work will support the health of underserved communities and
address the disproportionate impacts of current and future pandemics on the most vulnerable
Arizonans, which will lead to better treatments that are targeted and precision-based and can
provide improved benefits to individuals who are disproportionately affected by COVID-19.
CAMI will be a national biomedical hub for life sciences research, education, startup activity and
corporate engagement in downtown Phoenix. The center will focus on coordinated
interdisciplinary approaches for the discovery and development of core platform technologies for
personalized cell- and gene-based therapies in four key areas: infectious disease, cancer,
autoimmune disease, and real-time immune system monitoring, which will help prepare us to
survive and thrive COVID and future pandemics. Once built, CAMI is expected to atract more
than 150 companies and create at least 7,500 new high-wage, science-related jobs and 13,000
/supporting jobs, 75% of which will be in Maricopa County.
Attachment B
Project Narrative
20
Project Timeline
Our project timeline is as follows, and we will be happy to report on these performance metrics
in our quarterly reports.
Planned Timeline:
UA issue a Request for Quotations to select a design-build team for the project – April 1, 2023
Date of Beginning Design Phase – July 1, 2023
Date of Beginning Pricing and Construction Phase – March 2024
Date of Construction Start – Mid 2025
Date Construction Completed, Move-in Begins – February 2028
Project Budget
The $4,000,000 from Maricopa County will be used to support:
Construction ($3,000,000) - Costs for general construction contract for the construction of the
project. Any cost savings from the subcategories will roll over and increase the budget line for
the general construction contract costs.
Preconstruction/Design Services ($700,000) - Costs for architect/engineering fees, pre-
construction services by general contractor, 3rd party cost consultant and 3rd party
commissioning services during the design phase of the project.
Project Management Fees ($300,000)- Costs for internal University of Arizona project
management fees.
All ARPA funds related to the investment by Maricopa County will be spent by the federal
deadline of December 31, 2026