230114-CONTRACT-NATIVE AMERICAN CONNECTIONS (EMERGENCY SHELTER).PDF

CONTRACT HOMELESSNESS EMERGENCY SERVICE
PROGRAMS 230114-RFP

This contract is entered into this 14° day of June, 2023 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Native American Connections, Inc. dba Native American
Connections, an Arizona corporation (“Contractor’) for the purchase of essential homelessness emergency
services to people experiencing homelessness or at risk of experiencing homelessness and in need of
services in the areas of emergency shelter, rapid rehousing, and street outreach.

1.0 CONTRACT TERM

This contract is for a term of one year beginning on the 1° day of July, 2023 and ending the 30" day
of June, 2024.

2.0 OPTION TO RENEW
There are no renewal options available for this contract.
3.0 CONTRACT COMPLETION

In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. The transition includes the transfer of all records and other data
in the possession, custody, or control of the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.

4.0 PRICE ADJUSTMENTS

Any requests for reasonable price adjustments must be submitted 60 calendar days prior to
contract expiration. Requests for adjustment in cost of labor and/or materials must be supported
by appropriate documentation. The reasonableness of the request will be determined by comparing
the request with the Consumer Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County shall issue written approval of the change and provide an updated
version of the contract. The new change shalt not be in effect until the date stipulated on the
updated version of the contract.

5.0 PAYMENTS

5.1 As consideration for performance of the duties described herein, County shall reimburse
Contractor for services for eligible costs stated in Exhibit D — Itemized Services Budget
Contractor shall incur costs and submit for reimbursement after the services have been
provided.

§.2 Contractor shall be paid on a cost reimbursement basis for services performed and work
completed at time of billing, and will only reimburse for those costs that are based upon
submitted complete and proper documentation.

5.3

5.4

5.5

5.6

5.7

5.8

5.9

5.10

SERIAL 230114-RFP

Funds shall be disbursed as repayment of costs for work performed on or after the effective
date of the contract and before the termination date of the contract.

Funding is contingent upon the availability of funds. If any action is taken by any state
agency, federal department or any other agency or instrumentality to suspend, decrease
or terminate its fiscal obligation under, or in connection with the contract, the County
May amend, suspend, decrease or terminate its obligations under or in connection with
the contract. In the event of termination, the County shall, disburse funds for eligible
expenses for work performed prior to the effective date of the termination. The County shall
give written notice of the effective date of any suspension, amendment, or termination
under this section at least ten calendar days in advance.

County will reimburse the contractor on a net “0” payments standard.

Contractor shall submit an invoice via email on or before the ninth business day of the
month following the month, or portion thereof, service delivery was provided. Invoicing not
received within 45 days following the last day of the service month may result in forfeiture
of payment for services related to that invoicing cycle.

Contractor shall ensure the final fiscal year invoice shall be submitted no later than the
ninth business day of the month following the month services delivery was provided to
ensure payment is processed on a timely basis.

Subject to the availability of funds, the department will, upon the date of receipt of an
accurate invoice and supporting documents enumerated in the contract, process and remit
to the contractor payment of service provision or work performance.

Should there be a disallowance in an invoice, the invoice shall be processed for the
reduced amount. If the contractor protests the amount or the reason for a disallowance,
contractor shall address their protest, in writing, with the department. Should the contractor
and the department be unable to resolve the protest, the department will forward the protest
to the Maricopa County Office of Procurement Services for resolution.

INVOICES

5.10.1 The contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum,
the invoice must provide the following information:

Company name, address, and contact information
County bill-to name and contact information
Contract serial number

County purchase order number

Project name and/or number

Invoice number and date

Payment terms

Date of service or delivery

Quantity

Contract item number(s)

Arrival and completion time

Description of purchase (product or services)
Pricing per unit of purchase

Extended price

Total amount due

§.10.2 Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.

5.11

SERIAL 230114-RFP

5.10.3 Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form accessible from the County Department of Finance
Vendor Registration Web Site httos://www.maricopa.gow/5169//endor-
Information.

5.10.4 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.

5.10.5 EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.

APPLICABLE TAXES

5.11.1 It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.

5.11.2 The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this contract,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.

5.11.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their operation and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa
County harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal and/or State and local laws and
regulations, and any other costs including: transaction privilege taxes,
unemployment compensation insurance, Social Security, and workers’
compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to a municipality or the State of Arizona
for any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).

6.0 AVAILABILITY OF FUNDS

6.1

6.2

The provisions of this contract relating to payment for services shall become effective when
funds assigned for the purpose of compensating the Contractor as herein provided are
actually available to County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this contract. County shall keep the
Contractor fully informed as to the availability of funds.

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 contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this contract. In the event of termination, County
shall be liable for payment only for services rendered prior to the effective date of the

7.0

8.0

9.0

10.0

SERIAL 230114-RFP

termination, provided that such services are performed in accordance with the provisions
of this contract. County shall give written notice of the effective date of any suspension,
amendment, or termination under this section, at least 10 days in advance.

POST AWARD MEETING

The contractor may be required to attend a post-award meeting with the department to discuss the
terms and conditions of this contract. This meeting will be coordinated by the procurement officer of
the contract.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)

The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the contractor,
a member of SAVE may access a contract resulting from a solicitation issued by the County. If
contractor does not want to grant such access to a member of SAVE, state so in contractor's bid.
In the absence of a statement to the contrary, the County will assume that contractor does wish to
grant access to any contract that may result from this bid. The County assumes no responsibility
for any purchases by using entities.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)

County currently holds ICPAs with numerous governmental entities. These agreements allow those
entities, with the approval of the Contractor, to purchase their requirements under the terms and
conditions of the County contract. It is the responsibility of the non-County government entity to
perform its own due diligence on the acceptability of the contract under its applicable procurement
tules, processes, and procedures. Certain governmental agencies may not require an ICPA and
may utilize this contract if it meets their individuat requirements. Other governmental agencies may
enter into a separate Statement of Work with the Contractor to meet their own requirements. The
County is not a party to any uses of this contract by other governmental entities.

DUTIES

10.1 Contractor will be classified as Subrecipient(s). Subrecipient(s) will be referred to as
“Contractor” for the purposes of this contract.

10.2 The Contractor shall perform all duties stated in Exhibit B - Scope of Work, or as otherwise
directed in writing by the procurement officer.

10.3 Contractor shall provide services to improve, expand, or ensure the continuity of service
delivery to people experiencing homelessness and at risk of experiencing homelessness

10.4 Contractor is encouraged to collaborate with County departments, including but not limited
to Maricopa County Human Services (MCHSD) and Maricopa County Public Health
Department (MCPHD), to provide program services.

10.5 Contractor shall have policies, procedures, protocols, and/or other safeguards in place to
ensure funds are used for the purpose as stated in their scope of work.

10.6 Contractor providing a service program that will provide services beyond the maximum one
year term of this contract shall have a sustainability plan in place to fund activities after
County funding from his contract is no longer available.

10.7 CONTRACTOR QUALIFICATIONS AND ELIGIBILITY REQUIREMENTS

10.7.1 In order to be considered as a qualified and eligible homeless services provider,
the contractor shall:

10.8

10.7.1.1

10.7.1.2

10.7.1.3

10.7.1.4

SERIAL 230114-RFP

Have and maintain through the term of the contract a valid Unique Entity
identifier (UEI) number and an active profile in the federal System for
Award Management (SAM) (www.sam.gov).

Be and remain in compliance with all applicable local, state, and Federal
regulations and laws, including maintaining licensure to conduct
business in Arizona.

Be and remain in compliance with the MCPHD guidance, including any
guidelines necessary during a public health crisis.

Be and remain in good standing with the Arizona Corporation
Commission and other required regulatory agencies.

ELIGIBLE ACTIVITIES: Contractor shall ensure that program service costs are eligible to
be fully or partially reimbursed with grant funding awarded for this contract, subject to
federal Emergency Solutions Grant (ESG) requirements. Eligible activities for service areas
are as indicated below.

10.8.1 Service Option 1 - Emergency Shelter (ES)

10.8.1.1

10.8.1.2

10.8.1.3

Essential Services: Eligible essential services related to emergency
shelter provided to individuals or families experiencing homelessness
include:

10.8.1.1.1 Services concerned with employment, health, family
support services and education services for homeless
youth, substance abuse services, victim services, or mental
health services

10.8.1.1.2 Case management services including childcare, education
services, employment assistance, outpatient health
services, legal services, life skills training, referrals to
mental health services by licensed professionals, referral to
substance abuse treatment by licensed or certified
professionals, transportation, and services for special
populations (ie., service for people tiving with HIV/AIDS,
homeless youth, and victim services)

10.8.1.1.3 Staff salaries necessary to provide the essential services

Shelter Services and Operation: Eligible services for the provision of
shelter to individuals or families experiencing homelessness include:

10.8.1.2.1 Shelter maintenance, rent, security, fuel, equipment,
insurance, food, furnishings, and supplies necessary for
operation of emergency shelter

10.8.1.2.2 Hotel/motel vouchers for individuals or families when
congregant temporary emergency shelter is unavailable
and

10.8.1.2.3 Staff salaries necessary to provide shelter services and
operation

Contractors providing shelter operations to individuals or families
experiencing homelessness shall ensure the following:

10.9

10.10

SERIAL 230114-RFP

10.8.1.3.1 Shelters are safe, secure, clean, in good repair, and have
proper ventilation, heating and colling systems

10.8.1.3.2 Fire safety and emergency evacuation plans are maintained
for clients, staff, and volunteers

10.8.1.3.3 Adequate staff is available to provide for the supervision
and well-being of clients at all times

10.8.1.3.4 Contractor complies with all applicable federal, state, and
local laws and regulations

10.8.1.4 Relocation payments and other assistance to individuals or families who

are displaced from their housing by any project receiving ESG funds.

INELIGIBLE PROJECT ACTIVITIES/COSTS FOR THIS CONTRACT

10.9.1
10.9.2
10.9.3
10.9.4
10.9.5

10.9.6

10.9.7

10.9.8

10.9.9

10.9.10

10.9.11

10.9.12

Depreciation

Staff recruitment, entertainment, conferences, or retreats
Public relations or fundraising

Debts/late fees

Indirect costs

Salary of personnel when not working directly with or on approved project
activities.

Advocacy, planning, and organizational capacity building

Costs of direct and outside legal services are not eligible (unless other
appropriate services are unavailable or inaccessible within the community).

Costs for homeless service programs that are not related to service delivery
areas, i.e., administrative offices.

Childcare costs for program participants over the age of 13, unless the child(ren)
is/are disabled. Disabled children must be under the age of 18.

Funds expended for childcare centers not licensed by the jurisdiction in which
itfthey operates in.

ESG funds cannot be used by any city, county, town, township, parish, village,
or other political subdivision, to replace funds the provider used for street
outreach services during the immediately preceding 12-month period, unless
HUD determines that the city, county, town, township, parish, village, or
other political subdivision is in a severe financial deficit.

PROJECT REQUIREMENTS

10.10.1

Target Population: Contractor shall provide services to individuals and families
experiencing homelessness or at risk of experiencing homelessness in the
County. Homelessness is defined in section 103 of the McKinney-Vento Act, and
as amended by the HEARTH Act. The four possible categories under which
individuals and families may qualify as homeless for funded activities are as
follows:

10.10.2

10.10.3

10.10.4

10.10.5

10.10.6

10.10.7

10.10.8

10.10.9

10.10.10

SERIAL 230114-RFP

10.10.1.1 Literally Homeless. Individuals and families who lack a fixed,
regular, and adequate nighttime residence or a place not meant for
human habitation;

10.10.1.2 Imminent Risk of Homelessness. Individuals and families who will
imminently lose their primary nighttime residence and do not have
sufficient resources or support networks, e.g., family, friends, faith-
based or other social networks, immediately available to prevent
them from moving to an emergency shelter.

10.10.1.3 Homeless under other Federal Statutes, including unaccompanied
youth and families with children and youth who are defined as
homeless under other federal statutes, and who do not otherwise
qualify as homeless under the definition.

10.10.1.4 Fleeing/Attempting to flee domestic violence. Individuals and
families who are fleeing, or are attempting to flee, domestic violence,
dating violence, sexual assault, stalking, or other dangerous or life-
threatening conditions that relate to violence against the individual
or a family member.

Service Area: All service activities provided by the contractor must be provided
in Maricopa County. Preference will be made for serving homeless households
from Urban County communities. The Urban County is defined as the
Cities/Towns of Buckeye, Cave Creek, El Mirage, Fountain Hills, Gila Bend,
Guadalupe, Litchfield Park, Tolleson, Wickenburg, Youngtown, and _ all
unincorporated areas of Maricopa County.

Contractor shall use all grant funds provided by the County only for their intended
purposes.

Contractors shall not withhold or deny services based on race, color, national
original, religion, sex, disability, age, sexual orientation, or gender identity.

Contractor shall adhere to ESG program regulations (24 CFR 576.400(d))
requiring each ESG-funded project within the Continuum of Care’s (CoC) area
must use the continuum’s Coordinated Entry System and process. A victim-
service provider may choose not to use the CoC’s centralized or coordinated
assessment system.

For any work that is not self-performed, contractor shall be required to get three
subcontractor quotes for the work and shall award to the lowest responsive,
responsible bidder. If the contractor is unable to obtain three quotes, the
contractor shall obtain a waiver, in writing, from the County prior to contracting
with a subcontractor for the work.

Contractor is highly encouraged to partner with other service providers in order
to provide holistic services to the community in the homeless service program,
including collaboration with County departments in coordination of services,
including but not limited to, collaboration with MCHSD.

Contractor shall comply with any and all federal, state and local statutes,
ordinances, resolution, regulations and rules. Violation of any such law shall be
deemed to be a material breach of the Contract.

Contractor shall have policies and practices in place to ensure diversity and
inclusion in access to services.

Contractor shall acknowledge the contribution of the County in all related
publications during the term of the Contract.

10.11

10.12

10.13

SERIAL 230114-RFP

EQUAL OPPORTUNITY, FAIR HOUSING, AND EQUAL ACCESS RULE: The project
must adhere to the following:

10.11.1
10.11.2
10.11.3
10.11.4
10.11.5
10.11.6

10.11.7

10.11.8

Fair Housing Act (24 CFR 100)

Executive Order 12259 (Equal Opportunity in Housing)
Title VI of the Civil Rights Act of 1964 (24 CFR 1)

Age Discrimination Act of 1975 (25 CFR 146)

Section 504 of the Rehabilitation Act (24 CFR 8)
Executive Order 11246 (Equal Employment Opportunity)

Accessibility standards of the Americans with Disabilities Act, The Fair Housing
Act and the Rehabilitation Act, as revised. More information can be found at:
https://www.hud.gov/program_offices/fair_ housing equal_opp/fair_housing_rig
hts_and_obligations

Applicants must have the capacity to provide equal access to applicants of
affordable housing regardless of sexual orientation or gender identity (24 C.F.R.
Parts 5, 200, 203, 236, 400, 570, 574, 882, 891, and 982).

FUNDING

MCHSD uses a variety of funds to assist with homeless services in Maricopa County,
including Emergency Solutions Grant (ESG) funding as described in 24 CFR Parts 91; 576
Emergency Assistance and Rapid Transition to Housing (HEARTH) Act of 2009 as
administered by the Department of Housing and Urban Development 24 CFR Parts 91 and
576; and Community Development Block Grant (CDBG) as described in 24 CFR Part 570.

PROGRAM PERFORMANCE AND REPORTING

10.13.1

10.13.2

10.13.3

Contractor shall track performance and progress of the project and submit
reporting to the County, including reports of activities that have not been started,
activities in process, and activities implemented.

10.13.1.1 Contractor shall provide the County with monthly reports on the
project and such reports will be due no later than the 15th of each
month. Reports shail include:

10.13.1.1.1 HMiS ESG CAPER
10.13.1.1.2 HMIS Returns to Homelessness Report

10.13.1.2 Contractor shall provide County with a quarterly progress reports not
less frequently than 15 days after the end of each calendar quarter.

Notwithstanding any reporting obligations set forth herein, contractor shall
provide any and all progress reports required by the federal government, the
State of Arizona and/or the County. Furthermore, until completion of the project,
in addition to the obligations set forth in the contract, contractor shall,
simultaneously, provide County with a copy of all reports and filings made with
the federal government and/or the State of Arizona and/or any municipality, with
respect to the project.

Progress and Compliance

10.13.3.1

10.13.3.2

10.13.3.3

10.13.3.4

10.13.3.5

10.13.3.6

SERIAL 230114-RFP

Contractor shall attend progress meetings to be scheduled with the
County’s Homeless Services Project Coordinator.

Contractor shall provide the County's Homeless Services Project
Coordinator with monthly progress reports. Progress reports shall
identify progress against the submitted project schedule provided
with respondent's proposal, compliance with deadlines, and
accomplished deliverables. In addition, contractor's progress report
shall include a summary report of services as identified by the
County with contractor upon award.

Contractors not meeting or exceeding proposed project timeline
deliverables shall identify:

10.13.3.3.1 Planned activities to restore compliance with
proposed schedule/deliverables

10.13.3.3.2 Barriers to restore/remain in compliance with the
proposed schedule/deliverables

10.13.3.3.3 Request(s) for updating the project
schedule/deliverables

Should the contractor fail to meet project timelines and/or fail to
provide deliverables that are satisfactory to the County, County may:

10.13.3.4.1 Terminate further payments until the contractor has
provided deliverables to the County’s satisfaction

10.13.3.4.2 Reduce payments to the contractor under this chapter
by an amount equal to the amount of such payments
for unsatisfactory work

10.13.3.4.3 Limit the availability of payments under this chapter to
project activities not affected by such failure to
comply.

Should the contractor fail to meet project timelines for three or more
months, the County may proceed with actions to terminate the
contract for default.

Annual Reporting: Not later than 30 days after the close of each
fiscal year in which grant monies awarded under this contract are
furnished, contractor shall submit to the County a report which shall
contain:

10.13.3.6.1 a description of the progress made in accomplishing
the objectives of the project

10.13.3.6.2 a summary of the use of such funds during the
preceding fiscal year

10.13.3.6.3 a description of the activities carried out

SERIAL 230114-RFP

10.13.4 Financial Reporting

10.13.4.1

10.13.4.2

Contractor shall maintain a financial account of financial activities
related to the contract and shall provide a financial statement
reporting in U.S. dollars, all expenditures of County awarded grant
funds and any income earned on those funds. The financial
statement should include County funds received and expended
under this grant during the period covered by the report. The
financial statement will be prepared from books and records
maintained on a fund accounting (cash) basis. Only expenditures
made in support of the grant purposes should be charged against
the grant, and records should be maintained of such expenditures
made in support of the grant adequate to enable the auditing of such
funds on a quarterly basis.

Contractor shall keep and may be asked to provide documentation
indicating contractor has received three quotes prior to purchases at
or exceeding $50,000 and described in 2 CFR § 200.32

10.14 PROJECT COMPLETION REPORTING

10.15

Contractor shall provide the MCHSD with a brief Project Completion no more than 30 days
after the contractor's project is completed. Specific information about what to include in the
Project Completion report will be provided to the contractor after award.

FINANCIAL MANAGEMENT

10.15.1

Contractor shall maintain a financial management system that meet the following

standards:

10.15.1.1

10.15.1.2

10.15.1.3

10.15.1.4

Financial reporting: Accurate, current, and complete disclosure of
the financial results of financially assisted activities must be made in
accordance with the financial reporting requirements of the
agreement.

Accounting records: The contractor must maintain records which
adequately identify the source and application of funds provided for
financially assisted activities. These records must contain
information pertaining to the contract and authorizations,
obligations, unobligated balances, assets, liabilities, outlays or
expenditures, and income.

Internal control: The contractor shall maintain effective contro! and
accountability for all contract cash, real and personal property, and
other assets. The contractor must adequately safeguard all such
property and must assure that it is used solely for authorized
purposes.

Budget control: The contractor must maintain actual expenditures or
outlays compared with budgeted amounts for the contract. Financial
information must be related to performance or productivity data,
including the development of unit cost information whenever
appropriate or specifically required in the contract. If unit cost data
is required, estimates based on available documentation will be
accepted whenever possible.

SERIAL 230114-RFP

10.15.1.5 Allowable cost: The contractor must use applicable 2 C.F.R. Part
200 cost principles, agency program regulations, and the terms of
the contract will be followed in determining the reasonableness,
allowability, and allocability of costs.

10.15.1.6 Source documentation: Accounting records must be supported by
such source documentation as cancelled checks, paid bills, payrolls,
time, and attendance records, contract, and subcontract documents,
etc.

10.15.1.7 Documentation regarding receipt of purchase.

10.16 RECORD KEEPING

10.16.1

10.16.2

10.16.3

Contractors shall be responsible for maintaining records of receipts and
expenditures, clients served, services provided, and locations served for all
activities performed using grant funds. Such records include, but are not limited
to:

10.16.1.1. Financial statement of all expenditures of grant funds and any
income earned on those funds.

10.16.1.2 Records of receipts and expenditures that were paid for by the grant.
10.16.1.3. A grant program plan, including any additional requirements.
10.16.1.4 Documentation of any program plan reviews and updates.
10.16.1.5 Documentation of the services provided in accordance with the grant

Contractor shall maintain all records in an accurate and organized manner and
keep all records in a secure location.

ESG funded providers must ensure that data on all persons served and all
activities provided under ESG are entered into the applicable community-wide
Homeless Management Information System (HMIS) in the area in which those
persons and activities are located, or a comparable database, in accordance
with HUD's standards on participation, data collection, and reporting under a
local HMIS. If the subrecipient is a victim service provider or a legal services
provider, it may use a comparable database that collects client-level data over
time (i.e., longitudinal data) and generates unduplicated aggregate reports
based on the data. Information entered into a comparable database must not be
entered directly into or provided to an HMIS.

10.17. CONTRACT COMPLIANCE MONITORING/AUDITING

10.17.1

10.17.2

The County will monitor the contractor's compliance with, and performance
under, the terms and conditions of the contract and the applicable federal
regulations. On-site visits for compliance monitoring may be made by the County
and its grantor agencies (or both the County and its grantor agencies) at any
time during the contractor's normal business hours, announced or unannounced.
During an on-site visit, the contractor shall make all of its records and accounts
related to work performed or services provided under the contract are available
to the County for inspection and copying.

Contractor shall provide read only access to the County for HMIS project
reporting once per quarter, as scheduled with the County upon award of the
contract. In addition, contractor shall provide County access to HMIS reporting,
as requested, and within three days of a monitoring request.

10.17.3

10.17.4

10.17.5

10.17.6

10.17.7

SERIAL 230114-RFP
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:
10.17.3.1 Financial Management 2 C.F.R. § 200.302
10.17.3.2 Internal Controls 2 C.F.R. § 200.303
10.17.3.3 Bonds 2 C.F.R. § 200.304
10.17.3.4 Payment and Financial Reporting 2 C.F.R. § 200.305
10.17.3.5 Cost Sharing or Matching 2 C.F.R. § 200.306
10.17.3.6 Program Income 2 C.F.R. § 200.307
10.17.3.7 Revision of Budget and Program Plans 2 C.F.R. § 200.308
10.17.3.8 Period of Performance 2 C.F.R. § 200.309
10.17.3.9 insurance Coverage 2 C.F.R. § 200.310
10.17.3.10 Record Retention and Access 2 C.F.R. §§ 200.334 — 200.338
10.17.3.11 Procurement Standards 2 C.F.R. § 200.318
10.17.3.12 Indirect Costs 2 C.F.R. § 200.414
10.17.3.13 Compensation-Personal Services 2 C.F.R. § 200.430
10.17.3.14 Audit Requirements 2 C.F.R. §§ 200.501-200.517
Contractor, as a subrecipient of 21.027 Assistance Listing Number (ALN)
American Rescue Plan Act Coronavirus State and Local Fiscal Recovery Funds,
shall be in compliance and remain in compliance throughout the term of the
contract with 2 CFR 200. Contractor shall indicate compliance and provide as part
of proposal submission using Attachment H - CERTIFICATE OF COMPLIANCE
WITH 2 CFR 200.

Contractor may be monitored for fiscal, program delivery and grant compliance
annually or more often as needed to ensure complete use of grant funds.

If contractor is found to be deficient in any area, contractor shall receive written
notification of findings and required corrective actions. Contractor shall provide
a written response outlining corrective actions and steps to ensure findings are
corrected and resolved to preclude future issues.

The contractor shall reimburse the County for any and all uses of American
Rescue Plan Act of 2021, H.R. 1319 (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 the contractor 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 ARPA.

SERIAL 230114-RFP

11.0 TERMS AND CONDITIONS

11.1

11.2

INDEMNIFICATION

14.1.1

11.1.2

11.1.3

11.1.4

To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
contractor, the contractor shall defend, indemnify, and hold harmless the County
(as Owner), its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses, and expenses (including, but not
limited to attorneys‘ fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted
from, the negligent acts, errors, omissions, or mistakes of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable relating to the performance of this contract.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.

The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.

The scope of this indemnification does not extend to the sole negligence of County.

INSURANCE

11.2.1

11.2.2

11.2.3

11.2.4

11.2.5

Contractor, at Contractors own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to
County.

All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.

In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.

Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County's right to
coverage afforded under the insurance policies.

11.2.6

11.2.7

11.2.8

11.2.9

SERIAL 230114-RFP

The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require Contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.

The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.

The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of Contractor's work or service.

If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
lf a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.

11.2.9.1 Commercial General Liability

Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provisions which
would serve to limit third party action over claims. There shall be no
endorsement or modifications of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property
damage.

11.2.9.2 Automobile Liability

Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$2,000,000 each occurrence with respect to any of the Contractor's
owned, hired, and non-owned vehicles assigned to or used in
performance of the Contractor's work or services or use or maintenance
of the premises under this contract.

11.2.9.3 Workers’ Compensation

11.2.9.3.1 Workers’ compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
Contractor's employees engaged in the performance of the
work or services under this contract; and Employer's
Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.

41.2.9.3.2 Contractor, its subcontractors, and sub-subcontractors
waive all rights against this contract and its agents, officers,

SERIAL 230114-RFP

directors, and employees for recovery of damages to the
extent these damages are covered by the workers’
compensation and Employer's Liability or Commercial
Umbrella Liability insurance obtained by Contractor, its
subcontractors, and its sub-subcontractors pursuant to this
contract.

11.2.9.4 Sexual Molestation and Physical Abuse

The policy shall be endorsed to include coverage for sexual molestation
and physical abuse at limits not less than $2,000,000.00 per occurrence
and $4,000,000.00 aggregate. These limits may be included within a
General Liability policy, Professional Liability policy or provided by
separate endorsement with its own limits as required. Contractor must
provide the following statement on their Certificate(s) of Insurance:
“Sexual molestation and physical abuse coverage is included.”
Policies/certificates stating that “Sexual molestation and physical abuse
coverage is not excluded” do not meet this requirement.

11.2.10 Certificates of Insurance

11.2.10.1 Prior to contract award, Contractor shall furnish the County with valid
and complete Certificates of Insurance, or formal endorsements as
required by the contract in the form provided by the County, issued by
Contractor's insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this contract are in full force
and effect. Such certificates shall identify this contract number and title.

11.2.10.2 In the event any insurance policy(ies) required by this contract is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Contractor's work or services and as
evidenced by annual certificates of insurance.

11.2.10.3 Ifa policy does expire during the life of the Contract, a renewal certificate
must be sent to County 15 calendar days prior to the expiration date.

11.2.10.4 Certificates of Insurance shall identify Maricopa County as the certificate
holder as follows:

Maricopa County

c/o Risk Management

301 W Jefferson St, Suite 910
Phoenix, AZ 85003

11.2.11 Cancellation and Expiration Notice

Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor's insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to 301 W
Jefferson St. Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer
noted in the contract.

11.3

11.7

SERIAL 230114-RFP

FORCE MAJEURE

11.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes include, but are not limited to,
acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other
natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is
declared or not), civil war, riots, rebellion, revolution, insurrection, military or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service, and pandemic.

11.3.1 Each party, as applicable, shall give the other party notice of its inability to perform
and particulars in reasonable detail of the cause of the inability. Each party must
use best efforts to remedy the situation and remove, as soon as practicable, the
cause of its inability to perform or comply.

11.3.2 The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.

ORDERING AUTHORITY

Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

This contract does not guarantee any minimum or maximum purchases will be made
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.

PURCHASE ORDERS

11.6.1 County reserves the right to cancel purchase orders within a reasonable period of
time after issuance. Should a purchase order be canceled, the County agrees to
reimburse the Contractor for actual and documentable costs incurred by the
Contractor in response to the purchase order. The County will not reimburse the
Contractor for any costs incurred after receipt of County notice of cancellation, or
for lost profits, or for shipment of product prior to issuance of purchase order.

11.6.2 Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County procurement officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.

BACKGROUND CHECK

Respondents may be required to pass multiple background checks (e.g. Sheriff's Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.

118

11.9

SERIAL 230114-RFP
SUSPENSION OF WORK

The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.

STOP WORK ORDER

11.9.1 The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:

11.9.1.1 cancel the stop work order; or

11.9.1.2 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.

11.9.1.3. The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, and the contract shall be
modified, in writing, accordingly, if the Contractor demonstrates that the
stop work order resulted in an increase in costs to the Contractor

11.10 TERMINATION FOR CONVENIENCE

11.11

Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor.

TERMINATION FOR DEFAULT

11.11.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:

11.11.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;

11.11.1.2 make progress, so as to endanger performance of this contract; or
11.11.1.3 perform any of the other provisions of this contract.

11.11.1.4 The County's right to terminate this contract under these subparagraphs
may be exercised if the Contractor does not cure such failure within 10
business days (or more if authorized in writing by the County) after
receipt of a Notice to Cure from the procurement officer specifying the
failure.

11.12

11.13

11.14

11.15

11.16

SERIAL 230114-RFP
PERFORMANCE

It shall be the Contractor's responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any price differential will be charged against the Contractor.

ACCEPTANCE

Upon completion of services, service delivery shall be deemed accepted and the warranty
period shall begin when a) material(s)/equipment is installed (as necessary) and fully
operational; and/or b) the department has deemed all service/work completed, including
but not limited to, any inspection, repair, installation, design, development, deployment,
operation, and initial training, (as applicable). Additionally, all documentation shall be
compieted prior to final acceptance.

CONTRACTOR EMPLOYEE MANAGEMENT

11.14.1_ Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.

11.14.2 If Contractor personnel’s employment status changes, Contractor shall provide
County a list of proposed replacements with equivalent or greater experience.

11.14.3. Under no circumstances shall the implementation schedule to be impacted by a
personne change on the part of the Contractor.

11.14.4 Contractor shall not reassign any key personnel identified in their proposal
without the express consent of the County.

11.14.5 County reserves the right to immediately remove from its premises any
Contractor personnel it determines to be a risk to County operations.

11.14.6 County reserves the right to request the replacement of any Contractor
personnel at any time, for any reason.

WARRANTY OF SERVICES

11.15.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County’s acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.

11.15.2 In addition to its other remedies, County may, at the Contractor's expense,
require prompt correction of any services failing to meet the Contractor's
warranty herein. Services corrected by the Contractor shall be subject to all the
provisions of this contract in the manner and to the same extent as services
originally furnished hereunder.

INSPECTION OF SERVICES

11.16.1 The Contractor shall provide and maintain an inspection system acceptable to
County covering the services under this contract. Complete records of all
inspection work performed by the Contractor shall be maintained and made
available to County during contract performance and for as long afterwards as
the contract requires.

11.17

411.18

11.19

11.20

SERIAL 230114-RFP

11.16.2 County has the right to inspect and test all services called for by the contract, to
the extent practicable at all times and places during the term of the contract
County shall perform inspections and tests in a manner that will not unduly delay
the work.

11.16.3_ If any of the services do not conform to contract requirements, County may
require the Contractor to perform the services again in conformity with contract
requirements, at no cost to the County. When the defects in services cannot be
corrected by re-performance, County may:

11.16.3.1 require the Contractor to take necessary action to ensure that future
performance conforms to contract requirements; and

11.16.3.2 reduce the contract price to reflect the reduced value of the services
performed.

11.16.4 If the Contractor fails to promptly perform the services again or to take the
necessary action to ensure future performance in conformity with contract
Tequirements, County may:

11.16.4.1 by contract or otherwise, perform the services and charge to the
Contractor, through direct billing or through payment reduction, any
cost incurred by County that is directly related to the performance of
such service; or

11.16.4.2 terminate the contract for default
USAGE REPORT

The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format of the report shall be approved by
the County and shall disclose the quantity and dollar value of each contract item by
individual unit of measure.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST

Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penatty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.

OFFSET FOR DAMAGES

In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance of the contract.

SUBCONTRACTING

11.20.1 The Contractor may not assign to another Contractor or subcontract to another
party for performance of the terms and conditions hereof without the written
consent of the County. All correspondence authorizing subcontracting must
teference the bid serial number and identify the job or project.

11.21

14.22

11.23

11.24

11.25

SERIAL 230114-RFP

11.20.2 The subcontractors rate for the job shall not exceed that of the prime
Contractor's rate, as bid in the pricing section, untess the prime Contractor is
willing to absorb any higher rates. The subcontractor’s invoice shall be invoiced
directly to the prime Contractor, who in turn shall pass-through the costs to the
County, without mark-up. A copy of the subcontractor’s invoice must accompany
the prime Contractor's invoice.

AMENDMENTS

All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.

ADDITIONS/DELETIONS OF REQUIREMENTS

The County reserves the right to add and/or delete materials and services to a contract. If
a service requirement is deleted, payment to the Contractor will be reduced proportionately
to the amount of service reduced in accordance with the bid price. If additional materials
or services are required from a contract, prices for such additions will be negotiated
between the Contractor and the County.

RIGHTS IN DATA

1123.1 The County shall have the use of data and reports resulting from a contract
without additional cost or other restriction except as may be established by law
or applicable regulation. Each party shall supply to the other party, upon request,
any available information that is relevant to a contract and to the performance
thereunder.

11.23.2 Data, records, reports, and all other information generated for the County by a
third party as the result of a contract are the property of the County and shall be
provided in a format designated by the County or shall be and remain accessible
to the County into perpetuity.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW

11.24.1 In accordance with Section MC1-372 of the Maricopa County Procurement
Code, the Contractor agrees to retain (physical or digital copies of) all books,
records, accounts, statements, reports, files, and other records and back-up
documentation relevant to this contract for six years after final payment or until
after the resolution of any audit questions, which could be more than six years,
whichever is longest. The County, Federal or State auditors and any other
persons duly authorized by the department shall have full access to and the right
to examine, copy, and make use of, any and all said materials.

11.24.2 Ifthe Contractor's books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor
shall reimburse Maricopa County for the services not so adequately supported
and documented.

AUDIT DISALLOWANCES

If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a