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RSM Contract Page 1 of 31 CONTRACT BETWEEN MARICOPA COUNTY AND RSM US LLP Contract Number: Contract Amount shall not exceed: $ 2,500,000 Contract Start Date: May 10, 2023 Contract Termination Date: June 30, 2024 ALN; 21.027 American Rescue Plan Act, Coronavirus State and Local Fiscal Recovery Unique Entity ID: NE65PLE4L6A5 1.0 PARTIES This Competition Impracticable Contract is between the RSM US LLP (“Contractor”) and Maricopa County (“County”) administered by its Human Services Department, (“Department”). The County and the Contractor collectively are referred to as the “Parties” and individually as a “Party.” 2.0 PURPOSE This Contract expands on the services provided by the Contractor for the Department’s integrated case management system. The expansion to the system supports the Department’s service eligibility determinations and manages the Program’s enrollment, case management and processing, service delivery, and data analysis. This Contract is for the creation, integration, and auditing of certain additional divisions as are described in the Statement of Work and other services as needed. 3.0 TERM OF CONTRACT 3.1 The term of this Contract is from May 10, 2023, through June 30, 2024. 3.2 This Contract shall be effective upon approval and signature by both Parties. 4.0 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. 5.0 NOTICES Notifications and communications concerning this Contract shall be directed to the following: RSM Contract Page 2 of 31 Contractor: Lyle Curry, Sr. Director 920 5th Avenue, Suite 2800 Seattle, WA 98104 lyle.curry@rsmus.com Phone: (425) 443-5953 Maricopa County Office of Procurement Services 301 W. Jefferson Street, Suite 700 Phoenix, AZ 85003 Human Services Department Amanda McKeever, Administrator 234 N. Central Avenue 3rd Floor Phoenix, AZ 85004 amanda.mckeever@maricopa.gov 602-372-1524 6.0 FUNDING 6.1 The Contract amount shall not exceed $2,500,000. 6.2 Funding for this Contract is provided under ARPA Funds under Assistance Listing Number (ALN) 21.027 and provided to the County through the U.S. Department of Treasury. 7.0 AVAILABILITY OF FUNDS 7.1 This Contract and the Parties’ obligations under it shall become effective when funds assigned for the purpose of compensating the Contractor are available to the County for disbursement. The County shall be the sole authority in determining the availability of funds under this Contract, and the County shall keep the Contractor fully informed as to the availability of funds. 7.2 If any action is taken by any federal, state, local agency, or any other agency or instrumentality of competent jurisdiction other than the Parties to amend, suspend, or terminate its fiscal obligation under or provided in connection with this Contract, then the Parties may amend, suspend, or terminate this Contract. In the event of termination, the County shall be liable for payment only for costs incured prior to the effective date of the termination, provided that such services were performed in accordance with the provisions of this Contract. Furthermore, upon termination Contractor shall be released from all pending responsibilities and shall have no further obligation to perform under the Contract unless it is expressly provided for herein as an obligation that survives termination. The Parties shall give written notice of their intent to suspend performance or intent to terminate this Contract under this Section at least ten (10) calendar days in advance. 8.0 COMPENSATION 8.1 Contractor shall submit monthly invoices to the County via email to hsdfinance@maricopa.gov 8.2 The County shall pay the Contractor on a net 0 payments standard. 8.3 Contractor shall submit to the County a Request for Payment of all expenditures within the same fiscal year in which the expenditures are incurred. The fiscal year runs July 1st through June 30th and all Requests for Payment shall be submitted no later than July 30th for the preceding fiscal year. 8.4 Final Payment Upon Contract Termination 8.4.1 Prior to termination of this Contract, at the date identified on page 1 of this Contract, or as may be amended, the Contractor shall submit the final payment request no later than 30 calendar days after the termination date except as noted immediately below. RSM Contract Page 3 of 31 8.4.2 If the termination date is between June 10 and June 30, then the final payment request shall be submitted by July 10th. 9.0 OWNERSHIP The foregoing or anything to the contrary contained herein, Contractor reserves all rights in and to all all material owned or licensed by Contractor, and all material authored, created, developed or purchased by Contractor (or any third party under contract to Contractor) independent of the services provided hereunder, including without limitation, trademarks, service marks, copyrights, trade secrets, know-how, software, software architecture, software design, generic programming codes, and segments (including reusable code, scripts and applets), methodologies, flowcharts, templates, specifications, tools, notes, programming techniques, routines, reusable objects, and similar materials, and any derivative works thereof and improvements, enhancements, and modifications thereto created in the course of performing the services hereunder (collectively referred to herein as “Contractor IP”). Subject to the limitations set forth herein, upon final payment for the services, the County shall have a perpetual, royalty-free, worldwide license, to use, copy and modify the Contractor delivered by Contractor in accordance with any limitations and restrictions set forth in County’s licenses with third parties. Except for County license rights explicitly granted herein, all right, title, copyright and interest in the Contractor IP will be, and shall remain, the sole and exclusive property of Contractor. 10.0 PROPRIETARY DATA 10.1 Performance of this Contract may require the Contractor to have access to and use of data and information which may be considered proprietary to a Government agency or Government Contractor or which may otherwise be of such a nature that its dissemination or use, other than in the performance of the Contract, would be adverse to the interests of the County or others. 10.2 The Contractor agrees that Contractor employees will not divulge or release data or information developed or obtained in connection with the performance of the resulting contract, unless made public by the County, except to an authorized County personnel or upon written approval of the Department. 10.3 Except as may be otherwise agreed to with a data owner, the Contractor agrees not to use, disclose, or reproduce proprietary data, other than as required in the performance of this contract; provided, however, that nothing herein shall be construed as: (1) precluding the use of any data independently acquired by the Contractor without such limitation, and (2) prohibiting an Contract at no cost to the Department. 10.4 All proprietary information and all copies thereof shall be returned to the department upon completion of the work for which it was obtained or developed 11.0 RIGHTS IN DATA The Parties shall each have the use of data and reports resulting from this Contract without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Contract and to the performance under it, except to the extent prohibited by law. 12.0 COPYRIGHTS If this Contract results in a book or other written material, the author is free to copyright the work, but the Parties reserve a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, and otherwise use and to authorize others to use, all copyrighted material and all material that may be copyrighted as a result of this Contract. RSM Contract Page 4 of 31 13.0 RELATIONSHIPS 13.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 13.2 The County reserves the right of final approval on proposed staff for all Contract activities. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 14.0 EMPLOYMENT DISCLAIMER 14.1 This Contract is not intended to constitute, create, give rise to, or otherwise recognize a joint venture, partnership, or other formal business association or organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Contract. 14.2 The Contractor agrees that no individual performing under this Contract on behalf of the Contractor shall be considered a County agent, employee, or representative and those individuals are not entitled to County civil service rights, County retirement rights, or any other rights provided under the County personnel rules, nor shall those rights accrue or apply to any such individual. The Contractor shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals shall indemnify, defend, and hold harmless the County with respect to the foregoing. 14.3 The County agrees that no individual performing under this Contract on behalf of County may be considered a Contractor agent, employee, or representative and that no rights of Contractor civil service, Contractor retirement, or Contractor personnel rules shall accrue or apply to any such individual. The County shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and the County shall indemnify, defend, and hold harmless the Contractor with respect to the foregoing. 15.0 SUBCONTRACTING 15.1 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. 15.2 The Subcontractor’s rate for the job shall not exceed that of the Contractor’s rate, as identified in the Contract, unless the Contractor is willing to absorb any higher rates. The Subcontractor’s invoice shall be invoiced directly to the 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 Contractor’s invoice. 16.0 ADDITIONS/DELETIONS OF SERVICE 16.1 The County reserves the right to add and/or delete materials to the Contract. RSM Contract Page 5 of 31 16.2 If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the Cantract amount. 16.3 If additional materials are required payment for such additions will be processed through an Amendment as identified in Section 4.0 of this Contract. 17.0 SUSPENSION OF WORK The County 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 Department 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. 18.0 STOP WORK ORDER 18.1 The County 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 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. 18.2 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 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the County shall either: 18.2.1 Cancel the stop-work order; or 18.2.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this Contract. 18.2.3 The County may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, 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. 19.0 TERMINATION FOR CONVENIENCE The County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 20.0 TERMINATION FOR DEFAULT 20.1 The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 20.1.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 20.1.2 Make progress, so as to endanger performance of this contract; or 20.1.3 Perform any of the other provisions of this contract. 20.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the County specifying the failure. RSM Contract Page 6 of 31 21.0 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that pursuant to A.R.S. § 38-511 the County may cancel this Contract without penalty 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. 22.0 LIMITATION ON LIABILITY 22.1 The County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the Contractor or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Contract, nor shall the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the Contractor or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Contract, accept as otherwise provided by law. 22.2 The Contractor and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the County or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Contract, nor shall the Contractor and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the County or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Contract, accept as otherwise provided by law. 23.0 INDEMNIFICATION 23.1 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, agents, 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 relating to the performance of this Contract. 23.2 The Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall RSM Contract Page 7 of 31 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 there from, 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, any one 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. 23.3 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 paragraph. 23.4 The scope of this indemnification does not extend to the sole negligence of County. 24.0 INSURANCE 24.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. 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. 24.2 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. 24.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 24.4 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. 24.5 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. 24.6 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. 24.7 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. 24.8 Commercial General Liability. 24.8.1 Commercial General Liability 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. 24.8.2 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 RSM Contract Page 8 of 31 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. 24.9 Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 $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. 24.10 Workers’ Compensation. 24.10.1Workers’ 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. 24.10.2Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, 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 contractors and its subcontractors pursuant to this Contract. 24.11 Errors and Omissions (Professional Liability) Insurance as required by project. 24.11.1Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the CONTRACTOR, with limits of no less than $2,000,000 for each claim. 24.12 Cyber Insurance Requirements as required by project. Policy Limit: 24.12.1The policy shall be issued with minimum limits of $2,000,000. The policy shall include coverage for all directors, officers, agents and employees of the Contractor. 24.12.2The policy shall include coverage for third party fidelity. 24.12.3The policy shall include coverage for theft. 24.12.4The policy shall contain no requirement for arrest and conviction. 24.12.5The policy shall cover loss outside the premises of the Named Insured. 24.12.6The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear. 24.13 Certificates of Insurance. 24.13.1The 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. 24.13.2Such certificates shall identify contract number and title. 24.13.3In 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. 24.13.4If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. RSM Contract Page 9 of 31 25.0 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 25.1 The Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. 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. 25.2 If the 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. 25.3 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 check or deduction from current billings submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 26.0 NON-DISCRIMINATION 26.1 Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors.Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 which may may be viewed and downloaded at the the State of Arizona’s website and hereby incorporated into this Contract: http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 26.2 Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 27.0 CONTRACTOR LICENSE REQUIREMENT 27.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify the Department of any and all changes concerning permits, insurance or licenses. 27.2 The Contractor shall furnish finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. The Contractor is not relieved of its obligation to possess the required licenses by subcontracting of the labor portion of the Contract. The RSM Contract Page 10 of 31 Contractor shall remain in good standing with the Arizona Registrar of Contractors, and ascertain licensing requirements for a particular contract. 28.0 GENERAL REQUIREMENTS 28.1 The terms of this Contract shall be construed in accordance with Arizona law and the applicable laws and regulations of the ARPA. Any lawsuit arising out of this Contract shall be brought in the superior court of Maricopa County, Arizona. 28.2 The Contractor shall, without limitation, obtain and maintain all licenses, permits, and authority necessary to do business, render services, and perform work under this Contract, and shall comply with all laws regarding unemployment insurance, disability insurance, and worker's compensation. 28.3 The Contractor shall comply with the regulations prohibiting a conflict of interest. The Contractor shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or other organization that has a substantial interest in Contractor's organization or with which the Contractor (or any of its directors, officers, owners, trust certificate holders, or a relative thereof) has a substantial interest, unless the Contractor has made full written disclosure of the proposed payments to the County and has received written approval for the payments. 28.4 For purposes of this provision, the terms "substantial interest" and "relative" shall have the meanings prescribed by A.R.S. § 38-502. 29.0 SEVERABILITY Any provision of this Contract is determined to be invalid, void, or illegal by a court that determinations hall in no way affect, impair, or invalidate any other provision of this Contract, and the remaining provisions shall remain in full force and effect. 30.0 STRICT COMPLIANCE One Party’s acceptance of the other Party’s performance that is not in strict compliance with the terms of this Contract shall not be deemed to waive the requirements of strict compliance for all future performance. All changes in performance obligations under this Contract shall be in writing and signed by both Parties. 31.0 SINGLE AUDIT ACT REQUIREMENTS The Contractor is in receipt of federal funds through the County and is subject to the federal audit requirements of the Single Audit Act of 1984, as amended (Pub. L. No. 98-502) (codified at 31 U.S.C. § 7501, et seq.). The Contractor shall comply with 2 C.F.R. 200, Subpart F. Upon completion, such audits shall be made available for public inspection. Audits shall be submitted to the County within the twelve (12) months following the close of the fiscal year. The Contractor shall take corrective actions within six (6) months of the date of the receipt of audit findings. The County shall consider sanctions as described in 2 C.F.R. § 200.505 if it is determined by HUD or the County that the Contractor is not in compliance with the audit requirements. 32.0 AUDIT DISALLOWANCES 32.1 The Contractor shall, upon written notice, reimburse the County for any payments made under this Contract that are disallowed by a federal, state, or County audit. 32.2 If the County determines that a cost for which payment has been made is a disallowed cost, then the County will notify the Contractor in writing of the disallowance and identify the required course of action, which shall be at the option of the County, either to adjust any future claim submitted by the Contractor by the RSM Contract Page 11 of 31 amount of the disallowance or to require immediate repayment of the disallowed amount by the Contractor issuing a check payable to the County. 33.0 GENERAL INDEMNIFICATION Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party and its officers, officials, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (collectively referred to as “Claims”) either arising from or related to breach of this Contract, but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. The obligations under this Section 24 shall survive termination of this Contract. 34.0 TECHNICAL ASSISTANCE The County will provide reasonable technical assistance to the Contractor to assist in complying with state and federal laws, and regulations, and accountability for diligent performance and compliance with the terms and conditions of this Contract and all applicable laws, regulations, and standards. However, this assistance in no way relieves the Contractor of full responsibility and accountability for its actions and performance in compliance with the terms of this Contract. 35.0 STAFF AND VOLUNTEER TRAINING The County may make available to the Contractor the opportunity to participate in any applicable training activities conducted by the County. 36.0 CLEAN AIR ACT The Contractor agrees to comply with all regulations, standards, and orders issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of performance of this Contract. 37.0 LOBBYING 37.1 No federal appropriated funds have been paid or will be paid by or on behalf of the Contractor to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal Contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative Contract, and the extension, continuation, renewal, amendment, or modification of any federal Contract, grant, loan, or cooperative Contract. 37.2 If any funds, other than federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any federal Contract, grant, loan or cooperative Contract, then the Contractor shall complete and submit OMB Form- LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. 38.0 RELIGIOUS ACTIVITIES RSM Contract Page 12 of 31 The Contractor warrants that none of its costs and none of the costs incurred by the Contractor or any of its Subcontractors will include any expense related to any religious activities. 39.0 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services contributed by the County under this Contract shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 40.0 COVENANT AGAINST CONTINGENT FEES The Contractor warrants that no persons or entities have been employed or retained by it to solicit or secure this Contract upon an Contract or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the County may immediately terminate this Contract without liability. 41.0 MINIMUM WAGE REQUIREMENTS The Contractor warrants that it shall pay all of its employees who are engaged in either performing work or providing services under the terms of this Contract not less than the minimum wage specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.), by law and regulation, and, as applicable, Executive Order 13658, as amended, and as specified by Arizona law. 42.0 NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS The Contractor, in connection with any services or other activities under this Contract, shall not in any way discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. The Contractor shall include this clause in all its Subcontracts. 43.0 DISABILITY REQUIREMENTS The Contractor agrees that any electronic or information technology offered under this Contract shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 44.0 EQUAL EMPLOYMENT OPPORTUNITY 44.1 The Contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. 44.2 The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex sexual identity, gender identity, or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 44.3 The Contractor shall and shall cause their respective Subcontractors to comply with: 44.3.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 44.3.2 the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); RSM Contract Page 13 of 31 44.3.3 the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 44.3.4 the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.). 45.0 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. §§ 200, et seq. 46.0 RETENTION OF RECORDS 46.1 This provision applies to all financial and programmatic records, supporting document, statistical records, and other records of the Contractor that are related to this Contract. 46.2 The Contractor shall retain all records relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is longer, and the County, federal, and state auditors and any other persons duly authorized by the County shall have full access to, and the right to examine, copy, and make use of any and all of the records. 47.0 ADEQUACY OF RECORDS If the Contractor’s books, records, and other documents related to this Contract are not sufficient to support and document that allowable services were provided to eligible participants as determined by a court of competent jurisdiction, then the Contractor shall reimburse the County for the services not supported and documented. 48.0 IMMIGRATION LAWS AND REGULATIONS 48.1 Federal Immigration and Nationality Act 48.1.1 The Contractor understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Contractor agrees to comply with the IRCA in performing under this Contract and to permit the County to reasonably inspect personnel records to verify such compliance, to the extent required by law. 48.1.2 By entering into this Contract, the Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations related to the immigration status of its employees. The Contractor shall obtain statements from their subcontractors certifying compliance and shall furnish the statements to the County upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and their subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Contract. I-9 forms are available for download at USCIS.GOV. 48.1.3 The County may request verification of compliance for any employee or Subcontractor performing work under the Contract. Should the County suspect or find that the Contractor or any of its Subcontractors are not in compliance, then the County may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension or debarment (or both) of the RSM Contract Page 14 of 31 Contractor and/or its Subcontractor. All costs necessary to verify compliance are the responsibility of the Contractor or its Subcontractor. 48.2 Arizona Law: The Contractor warrants that it is in compliance with A.R.S. § 41-4401 (e-verify requirements) and further acknowledges that: 48.2.1 The Contractor and their respective Subcontractors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214; 48.2.2 A breach of a warranty under this Subparagraph 50.2.2 shall be deemed a material breach of this Contract and the non-breaching Party may immediately terminate this Contract without liability; and 48.2.3 The County and any contracting government entity retain the legal right to inspect the papers and employment records of the Contractor or their respective Subcontractor employees who works on this Contract to ensure that such Party or Subcontractor is complying with the warranty provided under this Subparagraph 48.2.3 and that the Contractor and/or its Subcontractor agree to make all papers and employment records of those employees available during normal working hours in order to facilitate such an inspection. 49.0 DRUG FREE WORKPLACE ACT The Contractor shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that Contractors and grantees of federal funds must certify that they will provide Drug-Free workplaces. This certification is a precondition to receiving a grant or entering into this Contract. 50.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION 50.1 The undersigned, by signing this Contract, represents that he/she has the authority to bind the Contractor to the terms of this Certification. The Contractor, as the primary participant in accordance with 2 C.F.R. Part 180, certifies to the best of its knowledge and belief that it and its principals: 50.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 50.1.2 Have not within a three-year period preceding the Start Date of this Contract, been convicted of or had a civil judgment rendered against them for (1) the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction or a contract under a public transaction; (2) the violation of any federal or State antitrust statutes; or (3) the commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 50.1.3 Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with the commission of any of the offenses enumerated in Sub-subparagraph 50.1.2 above; and 50.1.4 Have not, within a three-year period preceding the Start Date of this Contract, had one or more public transactions (federal, state, or local) terminated for cause or default. 50.2 The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e., transactions with Subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. RSM Contract Page 15 of 31 51.0 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS: 51.1 The Contractor agrees that this Agreement and its employees working on this Agreement will be subject to the whistleblower rights and remedies in the federal pilot program established at 41 U.S.C. § 4712 by Section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and Section 3.908 of the Federal Acquisition Regulation; 51.2 The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by the Contractor and copies provided to County upon request; and 51.3 The Contractor shall insert the substance of this clause, including this Paragraph 51.0, in all subcontracts over the agreed upon simplified acquisition threshold ($250,000 as of June 2021). 52.0 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 If the Contractor engages in for-profit activity and has 10 or more employees, and if this Contract has a value of $100,000 or more, then the Contractor certifies it is not currently engaged in, and agrees for the duration of this Contract not to engage in, a boycott of goods and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 53.0 SURVIVAL The indemnification, hold harmless, defense, and non-liability provisions of this Contract shall have full force and effect notwithstanding any other provisions in this Contract and shall survive the termination or expiration of this Contract. 54.0 DEFAULT AND REMEDIES FOR NONCOMPLIANCE 54.1 Notwithstanding anything to the contrary, this Section shall not be deleted or superseded by any other provision of this Contract. 54.2 This Contract may be immediately terminated by a Party if the other Party defaults by failing to perform any objective or breaches any obligation under this Contract, or any event occurs that jeopardizes the other Party’s ability to perform any of its obligations under this Contract. 54.3 Failure to comply with the requirements of this Contract and all the applicable federal, state, or local laws, rules, and regulations may result in suspension or termination of this Contract, the return of unexpended funds (less just compensation for work satisfactorily completed that, to date, had not been reimbursed), the reimbursement of funds improperly expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not limited to: 54.3.1 Non-performance of any obligations required by this Contract. 54.3.2 Noncompliance with any applicable federal, state, or local laws, rules, or regulations. 54.3.3 Unauthorized expenditure of funds. 54.3.4 Noncompliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 C.F.R. §§ 200 et seq. 54.3.5 Noncompliance with recordkeeping, record retention, or reporting requirements. RSM Contract Page 16 of 31 54.4 Notwithstanding the suspension or termination of this Contract, or the final determination of the proper disposition of funds, the Contractor shall, without intent to limit or with restrictions, be subject to the following: 54.4.1 Acknowledge that suspension or termination of this Contract does not affect or terminate any rights against the Contractor at the time of suspension or termination, or that may accrue later. Nothing herein shall be construed to limit or terminate any right or remedy available under Contract. 54.4.2 Waiver of a breach or default of any term, covenant, or condition of this Contract or any federal, state, or local law, rule, or regulation shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, condition, law, rule, or regulation. 54.5 The Contractor shall, upon notice or with knowledge obtained by itself or others, take any and all proactive actions necessary, and provide any and all applicable remedies to address and correct any act by itself, and any and/or all of its agents, representatives, officers, officials, directors, employees, volunteers, successors, assigns, or Subcontractors that resulted in any wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or improper disposition of funds; any violation of any federal, state, or local law, rule, or regulation; or the breach of any certification or warranty provided in this Contract. 55.0 ADMINISTRATIVE REQUIREMENTS 55.1 Accounting Standards – The Contractor agrees to comply with this Contract 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 Contractor further agrees to maintain an adequate accounting system that provides for appropriate grant accounting (including calculation of program income). 55.2 Repayment of Funds – The Contractor agrees to repay funds provided under this Contract for noncompliance with the terms of this Contract. Repayment shall be in accordance with the terms of this Contract or the requirement of applicable laws and regulations, including continuing use compliance. The County shall specify in writing, the terms of the repayment or alternative terms in lieu of repayment. However, in no case shall repayment or compliance with the alternative terms be complete any later than sixty (60) calendar days following the written determination of noncompliance by the County. 55.3 Documentation and Record Keeping – The Contractor agrees to comply with this Contract and the following record keeping requirements: 55.3.1 Records to be maintained - The Contractor shall maintain all financial records as required by 2 C.F.R. § 200, and OMB Circulars; 55.3.2 System for Award Management -The Contractor and all subcontractors or Contractors shall have a valid Unique Entity Identifier (UEI) number and an active profile in the federal System for Award Management, or SAM.gov. Documentation of the UEI Number must be included in all project files. 55.3.3 Records Retention - The Contractor shall retain all records pertinent to this Contract for a period of six (6) years after all requirements have been met. In the event of litigation, a claim, or an audit is begun before the expiration of this retention period, said records shall be retained until all such action or audit findings involving the records have been resolved. 55.3.4 Disclosure - The Contractor understands that client information collected under this Contract is private and the use or disclosure of such information, RSM Contract Page 17 of 31 when not directly connected with the administration of the County's or the Contractor's responsibilities with respect to services provided under this Contract, is prohibited unless written consent is obtained from such person receiving service. 55.3.5 Property Records - The Contractor 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. 56.0 UYGHUR FORCED LABOR PREVENTION ACT (UFLPA) 56.1 The Contractor warrants and certifies that it does not currently, and agrees for the duration of the Contract that it will not, use: 56.1.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 56.1.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 56.1.3 Any contractors, subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 56.2 If the Contractor becomes aware during the term of the Contract that the Contractor is not in compliance with this Section 56.0, the Contractor shall notify the County within five business days after becoming aware of the noncompliance. Failure of the Contractor to provide a written certification that the Contractor has remedied the noncompliance within one hundred eighty (180) days after notifying the County of its noncompliance, this Contract shall terminate unless the Term of this Contract shall end prior to said one hundred eighty (180) day period. 57.0 FORCE MAJEURE 57.1 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 will include 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, pandemic, and interruption or failure of electricity or telecommunication service. 57.2 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. 57.3 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, all non-excused obligations were substantially fulfilled, and the other Party was timely notified of the likelihood or actual occurrence that would justify such an assertion, so that other prudent precautions could be contemplated. RSM Contract Page 18 of 31 IN WITNESS, the Parties have approved and signed this Contract: APPROVED BY: RSM US LLP APPROVED BY: MARICOPA COUNTY ___________________________________ Phillip Haase Date Principal ____________________________________ Clint Hickman, Chairman Date Board of Supervisors Attested to: Juanita Garza, Clerk of the Board Date IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-251, AND 11-952, THIS CONTRACT HAS BEEN REVIEWED BY THE UNDERSIGNED ATTORNEY WHO HAS DETERMINED THIS CONTRACT IS PROPER IN FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED TO MARICOPA COUNTY UNDER THE LAWS OF THE STATE OF ARIZONA.APPROVED AS TO FORM: Kim Miles, Deputy County Attorney Date RSM Contract Page 19 of 31 ATTACHMENT A- STATEMENT OF WORK HSD DYNAMICS 1.0 SERVICES AND SCOPE OF WORK 1.1 RSM to provide configuration and development services to support the onboarding of additional divisions to the Human Services Department Dynamics, including EED with integration to ChildPlus, as well as HCD merging with CSD, and Bulk Invoicing. These major enhancements along with others are scheduled for the next major feature release(11.x). Additionally there are several activities that have been requested that are not tied to a specific release such as adding multi-factor authentication, training of county personnel to support the Dynamics platform, updates to security and auditing, as well as other tasks. Through the use of agreed- upon requests, user stories and bugs in Microsoft DevOps, RSM will provide configuration, development, quality assurance testing, user acceptance testing (UAT) support, technical and end-user training, as well as deployment and operational support, as requested by Maricopa County. 1.2 RSM will also provide data migration support as requested by Maricopa County with an appropriate user story. 1.3 There will be an allocation of 100 story points per month that this SOW is in effect as a baseline budget for all activities that are targeted for a monthly maintenance release. The intention of this effort is to ensure that maintenance and certain enhancement activities can be accommodated without waiting for a major feature release enhancing productivity and user satisfaction. 1.4 To accommodate this new workstream RSM will dedicate one team member to maintenance activities going forward. Additional support beyond the dedicated team member will be made available as needed. If more than 100 story points are needed for a given month, the county may authorize those additional activities and RSM will adjust staffing to accommodate. If RSM is unable to accommodate for some reason we will work with the county to find a reasonable solution. The 100 story points is sufficient to support a dedicated resource (40 hours per week) plus some additional capacity. 1.5 RSM and the Department will work together to establish regular (daily or multiple times per week) maintenance review meetings to ensure that progress is tracked and any adjustments can be made. 1.6 RSM will also have a system architect review all maintenance tasks to ensure that they meet the necessary standards and any possible impacts to system are assessed and coordinated with any major feature release activities. Any impacts shall be noted and dislosed to the county prior to any updates. 1.7 Tracking of maintenance work items versus feature release work items with be done via Azure Dev Ops. 1.8 Feature releases can target the same release window as a maintenance release as needed. All work will be estimated in Azure DevOps and each story is assigned a story point value. The total budget for story points included in this statement of work is 5560 points which includes maintenance release points. 1.9 RSM will maintain staffing levels that are adequate to support the number of story points that are targeting a scheduled release. The budgeting for releases is higher for the feature releases as they are meant to be major releases. The remainder of the budget is divided into 15 maintenance and operational releases. RSM will work RSM Contract Page 20 of 31 with the Department to shift the story point budget as desired if more or less points are required, and will adjust the personnel accordingly. Story point adjustments within the initial budget can be done by executing a mutually agreed and separately executed no cost Change Order or a trade out in Azure DevOps. 1.10 Significant additional projects will be the subject of mutually agreed, separately executed Statements of Work, or if more appropriate, a mutually agreed and separately executed Change Order. 1.11 In the event that the Department requests additional routine services that substantively relate to the subject of this Statement of Work and which do not rise to the level of a Change Order or require a new Statement of Work, (“Out-of-Scope Services”), fees for such services will be based on the story point estimates equivalent to how all of the work covered in this Statement of Work were estimated. All such services will be subject to the terms of Agreement. If an increase in costs is identified, a formal Amendment will be processed for approval as identified in Section 4.0 of this Agreement. 2.0 Engagement Team 2.1 Lyle Curry will be responsible for overseeing the engagement and the delivery of all Services to the Department. Amanda Brown will coordinate all fieldwork and project communications. Other personnel at the necessary skill and experience levels may be called upon to assist in this project as appropriate. While RSM will attempt to comply with the Department’s requests for certain individuals, RSM retains the right to assign and reassign RSM’s personnel, as appropriate, to perform the Services. 2.2 If any portion of the Services is performed on County premises, RSM personnel shall observe County’s reasonable policies regarding working conditions, building security and business hours, to the extent RSM personnel are made aware of such policies. RSM is responsible for ensuring their personnel and 3rd parties contracted personnel will observe County reasonable policies regarding working conditions, building security, business hours and security standards. 2.3 The County acknowledges and agrees that RSM may use one of RSM’s subsidiaries located within or outside the United States to assist with the provision of the Services, which may result in such subsidiary having access to and/or receiving certain protected and/or confidential County information. RSM will notify the County if a subsidiary will be used and the County must approve prior to use. 3.0 Third-Party Products 3.1 This Statement of Work includes the following with respect to certain third-party hardware, software, software services, managed services (including, but not limited to, web hosting, data security, data back-up, email security, or similar services subject to direct end-user or subscription agreements), applications, equipment, or products (collectively, “Third-Party Products”): 3.1.1 RSM services in connection with County’s use of a Third-Party Product 3.1.2 RSM’s recommendation that the County purchase, license and/or subscribe to a Third-Party Product 3.2 Third-Party Products purchased by RSM on behalf of the County will be supplied and invoiced at cost by an RSM Product Sales Affiliate as long as these items are identified in the agreed upon fees listed in Section 8.0 below or identified and processed through an Amendment. 3.3 The County acknowledges and agrees that the development, implementation and integration of business software systems is inherently not error-free and that RSM Contract Page 21 of 31 corrections, “bugs” and defects arising prior to or subsequent to deployment are common. The County further acknowledges that its usage of a Third-Party Licensed Product may involve the movement and storage of the County’s data solely within the infrastructure provided by the Third-Party Licensed Product and not RSM’s, and that the County’s End-User License Agreement (EULA) or other agreements with the Licensor of such Third-Party Licensed Product will govern all obligations relating to data privacy, storage, recovery, security, and processing, as well as the service levels associated, with such Third-Party Licensed Product. 3.4 Specifically, as between RSM and the County, the terms set forth in the “Microsoft Product Rider” attached hereto as Exhibit I shall apply to such Microsoft Product (as such term is defined in Exhibit I) and supplement the terms set forth in this Contract. In the event the terms set forth in Exhibit I conflict with the terms set forth in the main body of this Contract or any exhibits, policies, schedules, or other documents incorporated herein, the provisions set forth in Exhibit I shall prevail with respect to the Microsoft Product. The County hereby accepts and agrees to adhere to and be bound to Exhibit I, including all Microsoft agreements referenced or incorporated therein and any future updates during the use of the Microsoft software. 3.5 In addition, as between RSM and the County, the terms set forth in the “ServiceNow Product Rider” attached hereto as Exhibit II shall apply to such ServiceNow Product (as such term is defined in Exhibit II) and supplement the terms set forth in this SOW. In the event the terms set forth in Exhibit II conflict with the terms set forth in the main body of this SOW or any exhibits, policies, schedules, or other documents incorporated herein, the provisions set forth in Exhibit II shall prevail with respect to the ServiceNow Product. The County hereby accepts and agrees to adhere to and be bound by, and acknowledges that it Exhibit II, including any ServiceNow agreements referenced or incorporated therein. 4.0 Neither RSM, nor any of its partners, principals, directors, officers, employees, contractors, subcontractors, affiliates, subsidiaries, agents, representatives, successors or assigns (collectively, the “RSM parties” and each individually, an “RSM Party”), makes any representations or warranties, express, implied, or otherwise, regarding any third- party product. The County expressly acknowledges and agrees that its or an RSM Party’s use of a third-party product is at County’s sole risk and that third-party products are recommended, used, and/or supplied by the RSM Parties “As Is” and “as available” and without warranty of any kind from the RSM Parties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, and those arising by statute or otherwise in law or from course of dealing or usage of trade. 5.0 Conflicts and Waiver The County acknowledges and understands that RSM may (i) have a past or ongoing business relationship with a Licensor of a Third-Party Product; (ii) recommend a Third- Party Product from such Licensor to the County; and/or (iii) receive compensation, commissions or other benefits, whether economic or not, from a Licensor of a Third-Party Product in connection with RSM’s relationship with such Licensor or RSM’s referral or sale of such Licensor’s Third-Party Product to Client. In the event that any or all of the foregoing may or does constitute a conflict of interest (whether real or perceived), The County hereby agrees to waive such conflict of interest and agrees to release and hold RSM (and its partners, principals, employees, contractors, subcontractors, affiliates and agents) harmless from and against any claims arising from, out of, or relating to such conflict of interest. RSM Contract Page 22 of 31 6.0 Client Acceptance of Work RSM’s work will be subject to Acceptance Testing as provided in the Agreement. 7.0 Engagement Assumptions, Client Acknowledgements, Responsibilities and Representations 7.1 RSM’s Services, Fees and work schedule are based upon the following assumptions, acknowledgements, representations and understandings with the County: 7.1.1 The Department will determine the extent of services it wishes RSM to provide and RSM will undertake the responsibilities set forth in this Statement of Work. 7.1.2 The Department will designate an employee or employees within its senior management who will make or obtain all management decisions with respect to this Statement of Work on a timely basis. 7.1.3 The Department will ensure that RSM has access to key people, facilities and data, and that all levels of Department employees and contractors will cooperate fully and timely with RSM as long as RSM complies with all County policies and procedures. RSM will also inform the Department where RSM feels RSM are not getting the appropriate cooperation or direction and advise the Department of any other issues related to the Statement of Work. The success of Statement of Work is dependent upon full openness, communications, cooperation and timely direction. 7.1.4 The Department agrees that all assumptions set forth in this Statement of Work are accurate and agrees to provide RSM with such further information RSM may need and which RSM can rely on to be accurate and complete. RSM will be entitled to rely on all Department decisions and approvals made independently, and RSM will not be obligated to evaluate, advise on, confirm or reject such decisions and approvals. 7.1.5 The Department will evaluate the adequacy and results of services and will let RSM know within a reasonable timeframe of any problems or issues the Department perceive in RSM personnel, services or deliverables. 7.1.6 To the extent RSM services or deliverables include the design or implementation of hardware or software systems, the Department agrees to be responsible for making all management decisions. These decisions include but are not limited to the systems to be evaluated and selected, the design of those systems, the controls to be tested, the security and system procedures to be implemented, the scope and timetable of the implementation, testing, training and conversion plan. 7.1.7 The fulfillment and confirmation of these responsibilities, acknowledgements and representations are critical to the success of this engagement. The successful delivery of RSM’s Services, and the Fees charged, are also dependent on the Department’s timely and effective completion of the Department’s responsibilities, the accuracy and completeness of the assumptions, and timely decisions and approvals by the Department’s management. The Department will be responsible for any delays, additional costs or other liabilities caused by or associated with any deficiencies in the assumptions or in carrying out the Department’s responsibilities. RSM Contract Page 23 of 31 8.0 Fees and Expenses Based on our initial understanding of the project scope, below are our Fees by major project phase. The total story points available for use is 5560. As proposed the story points are allocated for fifteen maintenance releases at 100 points per release and 4060 story points available for feature releases and additional maintenance work if desired. The table below lays out the budget using five feature releases but that can be modified via a no cost change order as desired. Phases Fees (USD) Release 11.x – 860 Points $386,692 Release 12.0 – 800 Points $359,712 Release 13.0 – 800 Points $359,712 Release 14.0 – 800 Points $359,712 Release 15.0 – 800 Points $359,712 Maintenance and Operations Release 1.0 – 100 Points $44,964 Maintenance and Operations Release 2.0 – 100 Points $44,964 Maintenance and Operations Release 3.0 – 100 Points $44,964 Maintenance and Operations Release 4.0 – 100 Points $44,964 Maintenance and Operations Release 5.0 – 100 Points $44,964 Maintenance and Operations Release 6.0 – 100 Points $44,964 Maintenance and Operations Release 7.0 – 100 Points $44,964 Maintenance and Operations Release 8.0 – 100 Points $44,964 Maintenance and Operations Release 9.0 – 100 Points $44,964 Maintenance and Operations Release 10.0 – 100 Points $44,964 Maintenance and Operations Release 11.0 – 100 Points $44,964 Maintenance and Operations Release 12.0 – 100 Points $44,964 Maintenance and Operations Release 13.0 – 100 Points $44,964 Maintenance and Operations Release 14.0 – 100 Points $44,964 Maintenance and Operations Release 15.0 – 100 Points $44,964 Estimated Total $2,500,000 RSM Contract Page 24 of 31 EXHIBIT I MICROSOFT PRODUCT RIDER 1. The Microsoft Product (the term “Product” is defined in the Customer Agreement available at https://download.microsoft.com/dow nload/2/C/8/2C8CAC17-FCE7-4F51- 9556- 4D77C7022DF5/MCA2017Agr_NA_ ENG_Sep20172_CR.pdf) is being provided to the County by Microsoft Corporation (“Microsoft”) under an agreement between the County and Microsoft (“Enterprise Agreement, which provides, among other things, for limited warranty responsibilities and disclaimers of certain responsibilities and liability. 2. The County further acknowledges and hereby agrees that it will ensure that all permitted users of the Microsoft Product agree to and will abide by all terms set forth in: (i) the Enterprise Agreement; (ii) the Online Services Terms (as defined in the Customer Agreement); and (iii) the Microsoft SLA(as defined in the Customer Agreement). For purposes of clarity and to avoid any doubt, the County is solely responsible and liable for any use of the Microsoft Product by its employees and contractors. 3. The County acknowledges that Microsoft may, in its sole and absolute discretion, and for any reason and at any time: (i) modify or release a new version of the Microsoft Product including, without limitation, hot fixes, platform updates, knowledge-based articles, and application updates, and require that Client integrate such modification or new release at such time; (ii) add new features or functionality to the Microsoft Product; and/or (iii) remove an existing feature or functionality of the Microsoft Product. The County acknowledges that any of the foregoing may delay, extend and/or increase the cost of RSM’s Services under this SOW. The County also hereby acknowledges and understands that Microsoft may, in its sole and absolute discretion, refuse to conduct business with the County or provide the County with the specific Microsoft Product requested. 4. The County acknowledges and hereby agrees that such Microsoft Product is owned, provided, licensed, hosted, managed, monitored and supported (except for those Services which are provided directly by RSM under this SOW) by Microsoft. The County further acknowledges that the use of the Microsoft Product involves the processing, input, disclosure, movement, transfer, and storage of the County’s data within Microsoft’s infrastructure, and that the Enterprise Agreement, along with the Online Services Terms and Microsoft SLA, govern all obligations of Microsoft relating to data privacy, storage, recovery, security, protection and processing within the Microsoft Product’s infrastructure, as well as, the service levels associated with the Microsoft Product. 5. The County acknowledges and hereby agrees that its remedies with respect to the Microsoft Product will be limited to whatever recourse may be available, and is subject to all restrictions and other limitations as may be set forth, in the Enterprise Agreement, the Online Services Terms, and the Microsoft SLA. RSM Contract Page 25 of 31 6. RSM shall be, and the County shall maintain RSM as, the County’s “partner of record” with Microsoft. Except where the County has entered into an Enterprise Agreement with Microsoft and has an agreement with either Microsoft or another service provider to provide support services to the County in connection with the Microsoft Product, RSM shall be the County’s primary point of contact for the Microsoft Product and the County shall direct any and all operational and technical issues, requests for support and questions regarding the Microsoft Product to RSM. In the event RSM is providing support Services in connection with the Microsoft Product, except as otherwise provided in the SOW, RSM’s support hours and service levels are available at http://rsmus.com/what-we- do/services/technology/microsoft- solutions/rsm-client-resource- center.html. RSM’s service level commitments are separate and distinct from the service level commitments promised by Microsoft to the County in Microsoft’s SLA. In no event shall RSM be held responsible or liable to the County, or its partners, principals, shareholders, members, directors, officers, employees, Affiliates, subsidiaries, subcontractors, contractors, agents, successors or assigns, for any of the following: (i) Microsoft’s failure to maintain its service level commitments as set forth in Microsoft’s SLA; (ii) the County’s failure to timely and/or properly make a claim for a credit for Microsoft’s failure to maintain its service level commitments; (iii) Microsoft’s processing or handling of the County’s claim for a credit for Microsoft’s failure to maintain its service level commitments, including the timing of Microsoft’s decision with respect to such a claim; (iv) Microsoft’s decision whether to issue the County a credit and the amount of such credit; (v) the timing of Microsoft’s response to an incident which requires Microsoft’s assistance; and (vi) any losses or damages associated with Microsoft’s delay in responding to or resolving an incident for which its assistance is required. RSM Contract Page 26 of 31 8. EXHIBIT II SERVICENOW PRODUCT RIDER 1. Definitions. As used in this Exhibit, the capitalized terms below have the following meanings: a. “County Data” means electronic data uploaded by or for the County, or any of its agents, employees, or contractors, and processed in the CSM Product, excluding ServiceNow Core Technology. b. “Cunty Technology” means software, methodologies, templates, business processes, documentation, or other material owned or licensed by the County and all material authored, invented, or otherwise created by the County or on the County’s behalf, other than by RSM or ServiceNow or at RSM or ServiceNow’s direction, for use with the CSM Product, excluding ServiceNow Core Technology. c. “CSM Product” means ServiceNow’s Customer Service Management software-as-a-service offering(s) made available by RSM for the County’s access and use. d. “Documentation” means the then-current ServiceNow product documentation relating to the operation and use of the CSM Product published by ServiceNow available at https://docs.servicenow.com or its successor website. Documentation includes technical program or interface documentation, user manuals, operating instructions, and release notes. e. “ServiceNow” means ServiceNow, Inc. f. “ServiceNow Core Technology” means: (i) the ServiceNow Products and technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) or technical or end user documentation or manuals created by or for, or licensed to, ServiceNow; and (ii) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing. g. “ServiceNow Products” means, collectively, the CSM Product and Documentation. h. “Subscription Term” means the period of authorized access to and use of the CSM Product as set forth in the applicable Statement of Work. RSM Contract Page 27 of 31 2. CSM Product. The County may access and use the CSM Product during the Subscription Term solely for its internal business purposes in accordance with the Documentation and the terms of this Agreement. The County will not access or use the CSM Product in a manner that exceeds the County’s authorized access and use rights as set forth in this Agreement and the applicable Statement of Work. 3. RSM Service Conditioned Upon Continued Availability. The County understands and agrees that its access and use of the ServiceNow Products and any Services from RSM that use or rely upon the ServiceNow Products, are conditioned upon the continued availability of the applicable ServiceNow Product to RSM pursuant to RSM’s contract(s) with ServiceNow. If RSM’s access and use to any ServiceNow Product is suspended or terminated for any reason, RSM may terminate the applicable Statement of Work or suspend or terminate the applicable Service. 4. Documentation. The County will have a non-exclusive, non- transferable, non-sublicensable, worldwide license to access and use the Documentation during the Subscription Term. All Documentation is Confidential Information of ServiceNow. 5. Restrictions. With respect to the ServiceNow Core Technology, the County will not (and will not permit others to): (i) use it in excess of contractual usage limits (including as set forth in a Statement of Work), or in a manner that circumvents usage limits or technological access control measures; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share, or otherwise make any of it available for access by third-parties; (iii) access it for the purpose of developing or operating products or services for third-parties in competition with the ServiceNow Core Technology; (iv) disassemble, reverse engineer, or decompile it; (v) copy, create derivative works based on, or otherwise modify it; (vi) remove or modify a copyright or other proprietary rights notice in it; (vii) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other worldwide intellectual property or other intellectual property or proprietary right (including the rights of publicity) without first obtaining permission of the owner; (viii) use it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or otherwise engage in a malicious act or disrupt its security, integrity, or operation; or (ix) access or disable any RSM, ServiceNow, or third-party data, software, or network (other than the CSM Product as made available by RSM). 6. County License. The County hereby grants to RSM all rights, consents, and authority necessary or useful for RSM and ServiceNow to: (i) provide the CSM Product to Client; (ii) grant to ServiceNow a royalty-free, fully- paid, non-exclusive, worldwide license to use The County Data and the County Technology solely to provide and support the ServiceNow Products being provided to the County; and (iii) collect, process, store, transmit, and otherwise use the electronic data uploaded or RSM Contract Page 28 of 31 processed by or for the County through the CSM Product. 7. Feedback. If the County provides suggestions, proposals, ideas, recommendations, or other feedback regarding improvements to the ServiceNow Products (collectively, “Feedback”) to RSM or ServiceNow, Client hereby grants to RSM and ServiceNow a royalty-free, fully paid, sub-licensable, transferable, non- exclusive, irrevocable, perpetual, worldwide right and license to use, license, and commercialize such Feedback (including by incorporation of such Feedback into ServiceNow Core Technology) without restriction. the County agrees that RSM may provide Feedback given to RSM to ServiceNow. 8. Use of Aggregate Data. The County agrees that ServiceNow may collect, use, and disclose quantitative data derived from the use of the CSM Product for industry analysis, benchmarking, analytics, marketing, and other business purposes in support of the provision of the CSM Product. ServiceNow shall not share, sell, rent, or trade such data with third parties for their promotional purposes. All data collected, used, and disclosed will be in aggregate form only, will not identify the County or any of its users or be capable of re- identification with use of other publicly available data and will not include or use the County Data. 9. Compliance with Laws. The County will comply with all Laws applicable to its use of the ServiceNow Products, including those applicable to collection and processing of County Data in ServiceNow’s systems through the CSM Product. The County agrees to provide any required disclosures to and obtain any required consents for the transfer of County Data to RSM and ServiceNow. 10. Export Compliance. The County will comply with local and foreign export control Laws, including U.S. export control Laws. The County acknowledges that the ServiceNow Products are subject to U.S. Export Administration Regulations (“EAR”) and that the County will comply with EAR. Without limiting the foregoing, The County represents and warrants that: (a) it is not located in, and will not use any ServiceNow Products from, any country subject to U.S. export restrictions (currently including Cuba, Iran, North Korea, Sudan, Syria, and Crimea Region); (b) the County will not use the ServiceNow Products in the design, development, or production of nuclear, chemical, or biological weapons, or rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems; and (c) the County is not prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. In addition, the County is responsible for complying with any local Laws that may impact County’s right to import, export, or use ServiceNow Products or any of them. 11. High Risk Activity. The ServiceNow Products are not designed for any purpose requiring fail-safe performance, including stock trading, financial transaction processing, operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, weapons systems, or other management or operation of hazardous facilities or RSM Contract Page 29 of 31 applications for which failure could result in death, personal injury, or severe physical, property, or environmental damage (each, a “High Risk Activity”). ServiceNow, its licensors, and suppliers expressly disclaim all warranties of fitness for any such use. 12. Disclaimer of Warranties. To the maximum extent allowed by law, RSM and ServiceNow disclaims all warranties of any kind (express, implied, statutory, or otherwise, oral or written, including warranties of merchantability, accuracy, title, non- infringement, or fitness for a particular purpose, and any warranties arising from usage of trade, course of dealing, or course of performance) regarding the ServiceNow Products. 13. Data Processing. The County hereby grants to RSM all rights, consents, and authority necessary and useful for RSM to collect, process, store, transmit and otherwise use County Data uploaded or processed by or for the County through the ServiceNow Products. In the event the County Data includes Personal Information collected in Canada, RSM or ServiceNow may store, transfer and process such County Data in locations and on servers located outside of Canada, including jurisdictions such as the United States whose data protection laws differ from those of Canada. As a result, such Personal Information may be subject to access requests from governments, courts, or law enforcement in those jurisdictions, including the United States, according to the laws in those jurisdictions. ServiceNow may engage ServiceNow affiliates and third parties as sub-processors of the County Data in connection with the ServiceNow Products. From time to time, RSM may provide the County with notice of such sub-processors used or proposed to be used by ServiceNow, including via postings to RSM’s client portals or websites, and, in any event, the County may request notice of such sub-processors from RSM at any time. The County may object to any such current or proposed sub-processor within ten (10) days after notice of the same is first posted or provided by RSM if the County reasonably determines that such sub-processor is unable to process County Data in accordance with the terms of the Agreement. Upon receipt of such an objection, RSM and the County shall discuss and attempt in good faith to resolve the issue. If the County and RSM are not able to resolve the issue within forty-five (45) days after RSM’s first notice to the County of such sub- processor, the County may terminate the affected Services upon notice to RSM on or prior to the end of such forty-five (45)-day period. SOLE RECOURSE TO RSM. SERVICENOW IS AN INTENDED THIRD-PARTY BENEFICIARY TO THIS SERVICENOW PRODUCT RIDER SOLELY INSOFAR AS IS NECESSARY FOR SERVICENOW TO ENFORCE THE TERMS SET FORTH HEREIN VIS-À-VIS THE COUNTY. NOTHING HEREIN, HOWEVER, SHALL GRANT CLIENT THE RIGHT TO ENFORCE ANY TERM OF THIS SERVICENOW PRODUCT RIDER AGAINST SERVICENOW. THE COUNTY UNDERSTANDS AND AGREES THAT IT IS NOT IN PRIVITY OF RSM Contract Page 30 of 31 CONTRACT WITH SERVICENOW AND IT SHALL LOOK SOLELY TO RSM WITH REGARDS TO ANY ACTIONS, SUITS, CLAIMS, OR PROCEEDINGS ARISING OUT OF OR RELATED TO THE SERVICENOW PRODUCTS OR THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, IF CLIENT WISHES TO ASSERT A LEGAL ACTION, SUIT, CLAIM, OR PROCEEDING AGAINST SERVICENOW ARISING OUT OF OR RELATED TO THE SERVICENOW PRODUCTS OR THIS AGREEMENT, IT MUST NOTIFY RSM THEREOF AND REQUEST THAT RSM BRING SUCH CLAIM DIRECTLY AGAINST SERVICENOW ON THE COUNTY’S BEHALF. RSM, IN ITS SOLE DISCRETION, SHALL HAVE THE RIGHT TO DETERMINE WHETHER ANY SUCH CLAIM IS BROUGHT AGAINST SERVICENOW AND CONTROL AND SETTLE ANY SUCH CLAIM. THE COUNTY’S REMEDIES WITH RESPECT TO THE SERVICENOW PRODUCT WILL BE LIMITED TO WHATEVER RECOURSE MAY BE AVAILABLE, AND IS SUBJECT TO ALL RESTRICTIONS AND OTHER LIMITATIONS AS MAY BE SET FORTH, IN RSM’S CONTRACT(S) WITH SERVICENOW. 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